As filed with the Securities and Exchange Commission on December 3, 2012

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)

2300 CONTRA COSTA BOULEVARD, SUITE 600,
PLEASANT HILL, CA 94523-3967
(Address of principal executive offices) (Zip code)

STARR E. FROHLICHGENWORTH FINANCIAL WEALTH MANAGEMENT, INC.2300 CONTRA COSTA BOULEVARD, SUITE 600
PLEASANT HILL, CA 94523-3967(Name and address of agent for service)

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

Date of fiscal year end: March 31, 2013

Date of reporting period: April 1, 2012 through September 30, 2012

Item 1. Reports to Stockholders.

	GuideMarkSM Funds
	GuidePathSM Funds
	Investment Advisor
	Genworth Financial Wealth Management, Inc.
Semi-Annual Report
September 30, 2012
GUIDEMARKSM LARGE CAP GROWTH FUND
GUIDEMARKSM LARGE CAP VALUE FUND
GUIDEMARKSM SMALL/MID CAP CORE FUND
GUIDEMARKSM WORLD EX-US FUND
GUIDEMARKSM OPPORTUNISTIC EQUITY FUND
GUIDEMARKSM GLOBAL REAL RETURN FUND
GUIDEMARKSM CORE FIXED INCOME FUND
GUIDEMARKSM TAX-EXEMPT FIXED INCOME FUND
GUIDEMARKSM OPPORTUNISTIC FIXED INCOME FUND
GUIDEPATHSM STRATEGIC ASSET ALLOCATION FUND
GUIDEPATHSM TACTICAL CONSTRAINEDSM ASSET ALLOCATION FUND
GUIDEPATHSM TACTICAL UNCONSTRAINEDSM ASSET ALLOCATION FUND
GUIDEPATHSM ABSOLUTE RETURN ASSET ALLOCATION FUND
GUIDEPATHSM MULTI-ASSET INCOME ASSET ALLOCATION FUND
GUIDEPATHSM FIXED INCOME ALLOCATION FUND
GUIDEPATHSM ALTEGRIS® MULTI-STRATEGY ALTERNATIVE ALLOCATION FUND

November 27, 2012

Dear Shareholder:

Enclosed is the Semi-Annual Report for the GuideMark^SM and GuidePath^SM Funds (collectively, the “Funds”) covering the six-month period from April 1, 2012 through September 30, 2012.

Market Review

As we moved into the second quarter of the calendar year, the market saw a sudden change. The market began its quick descent following its steady upward climb during the end of 2011 and the first quarter of 2012. Concerns over European debt issues, a slowdown in China, and weaker than expected US economic data all weighed on stocks. The S&P 500^® Index returned -6.6%¹ for the first two months – April and May – of the second quarter as investors fled for the perceived safety of government bonds, which also benefited from the extension of the federal government’s bond buying program, Operation Twist.

Just as quickly as the downtrend began, the market reversed course again in June. The S&P 500^® Index provided positive returns in each of the final four months of the six-month period, gaining 10.73% from June through September. Each new announcement by European central bank about efforts to help stabilize sovereign markets in Italy and Spain and pledge to do “whatever it takes” to support the euro lifted markets around the globe. In the US, a mixed employment outlook and slowing economic growth precipitated QE3 – a new round of monetary stimulus by the Federal Reserve. A clear focus of the latest quantitative easing program is strengthening the housing market because the belief is higher housing prices can improve confidence, consumer spending, and banks’ lending activity.

Small capitalization companies trailed their larger capitalization counterparts over the six-month period, with the Russell 2000 Index returning 1.6%, and the large cap Russell 1000 Index rising 3.0% for the six months ended September 2012. Although both capitalization ranges benefited from the risk-taking environment of the last four months of the period, June through September, it appeared that investors favored the larger capitalization companies that tend to better withstand economic downturns during the flight to safety that took place in April and May.

The international markets saw a similar pattern of returns; however, the results were magnified by the impact of currency movements. The MSCI EAFE^® Index and MSCI Emerging Markets Index returned -13.0% and -12.2%, respectively, for April and May, followed by returns of 14.5% and 12.1%, respectively, for June through September. Currencies were initially a headwind for international allocations in the context of the debt situation in Greece and questions over the future of the Eurozone, a flight to safety into the US dollar, and depreciation of the euro, which reached its lowest level versus the dollar in nearly two years. Then the market reversal saw most major international currencies appreciate versus the dollar. In the Asian region, markets in Japan continued to struggle with a strong yen and deflation concerns. Uncertain growth prospects weighed on China, although emerging markets broadly benefited from gains in India, which announced modest reforms to open its economy to foreign companies.

Following an extended period of strong returns, real estate investment trusts (REITs) trailed the equity markets for the six-month period with the FTSE NAREIT All Equity REITs Index returning 3.9%. Although benefiting from its yield component early in the period, higher valuations tempered returns over the majority of the six-month period. Commodities and global natural resources saw performance trends that were similar to those of equities, but the magnitudes of the moves were larger, given the higher volatility associated with these asset classes. The Dow Jones UBS Commodity Index^SM returned 4.7% for the six-month period, rallying 15.7% over the last four months of the period due to strength seen in energy, agriculture and precious metals. Oil prices rose in view of measures to stimulate growth, while grain prices surged with the drought in the US Midwest region. Gold prices also displayed strength, with many investors seeking an inflation hedge on monetary easing by global central banks. The S&P Global Natural Resources Index returned -1.37% for the six-month period. While rallying strongly over the last four months of the period due to its energy and materials exposures, this upsurge was not enough to erode the weakness experienced in April and May.

The broad fixed income markets marginally outperformed equities, as the Barclays US Aggregate Bond Index returned 3.7% relative to the S&P 500^® Index, which returned 3.4% for the six-month period. In the flight to safety during the spring, Treasury bonds were the best performing sector, and had particularly longer-term maturities, as yields fell to historic lows with investors seeking a safe haven from global market risks. This performance benefited the Barclays US Aggregate Bond Index in April and May due to the large exposure to government-related bonds but went on to temper returns in the last four months of the period as low yields and less demand for safe-haven assets were headwinds. Spread compression in the credit markets boosted the returns of corporate bonds, with the lower credit quality securities seeing the greatest benefit based on strong momentum. The Barclays US Treasury Inflation Protected Securities (TIPS) Index returned 5.3% for the six-month period. This asset class benefited from the flight-to-safety trade during the first two months of the period, then rose in the following months based on the Federal Reserve’s quantitative easing announcement, with markets anticipating potential inflation risks over the longer term.

Similar to international equities, international fixed income markets were significantly impacted by currency moves. In April and May, European bonds saw a drag on returns as the euro hit a low point against the dollar, while exposure to Japanese bonds and the stronger yen provided some benefits. Over the subsequent four months of the period, appreciation in international currencies relative to the US dollar was a strong driver of returns for international bonds. Emerging market bonds, with their less debt-laden balance sheets, fared even better. For the full six-month period, the Barclays Multiverse Index returned 4.0%, outpacing the US fixed income market.

The municipal market outperformed the taxable fixed income market by 50 basis points, with the Barclays Municipal Bond Index returning 4.2% for the six months ended September 30, 2012. Even with the challenging environment, the continued demand and lower supply due to limited issuance in the municipal market drove municipal bond prices higher.

GuideMark and GuidePath Fund Review

GuideMark Fund performance followed a pattern similar to the markets and performance continued to be driven by security selection across the board. Fundamentals started to matter again, although the overhang of macro headwinds remained. While the perceived potential for a significant systemic shock lessened, the market moved in brief bursts, with over 200% of the year-to-date return of the US equity market (S&P 500^® Index) attained during short, sharp upward movements over the last four months of the period, typically on the heels of a central bank announcement. Funds that were defensively positioned and favored low beta securities performed well in the first two months of the period but went on to trail their benchmarks over the subsequent four months as the market rallied. Conversely, funds that had more cyclically sensitive exposures trailed their benchmarks in the first two months before rallying and outperforming their benchmarks in the subsequent four months of the period. In many cases, the outperformance in the last four months of the period was not enough to erase the losses experienced at the start of the period.

The GuidePath Funds, which contain international exposures, continued to struggle against their domestic benchmarks due to the headwinds from international equity markets that trailed US equities as a result of the strengthening of the dollar in April and May. For the six-month period, the MSCI All Country World ex-US Index returned -0.44%, trailing the S&P 500^® by three percentage points. In addition, similar trends to those experienced by the GuidePath Funds were seen by the GuideMark Funds: the more defensively positioned funds excelled in April and May but experienced weak performance from June through September 2012, and funds with greater equity sensitivity experienced weakness in the first two months but rallied in the subsequent four months of the period.

Looking Ahead

Even with the strong run for equity markets so far in 2012, few would argue that the future will be clear sailing for stocks. The situation in Europe continues to weigh heavily on investors’ minds, and other risks, such as slowing growth in China and the looming US fiscal cliff, also present potential uncertainty. Nonetheless, volatility measures such as the Chicago Board Options Exchange Volatility Index^® (VIX^®) (a measure of expected volatility on the S&P 500^®) have surprisingly reflected a calm market environment. With the many uncertainties, a balanced approach to portfolio construction may allow you to not only benefit from positive market returns but, more importantly, allow you to limit losses in falling markets.

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

Sincerely,

Carrie E. Hansen
President of the GPS Funds

The Genworth Financial Wealth Management 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.

Genworth Financial Wealth Management, Inc. (“GFWM”) is an investment advisor registered with the Securities and Exchange Commission. GFWM and Capital Brokerage Corporation are wholly owned subsidiaries of Genworth Financial, Inc.

Index Definitions

Barclays US Aggregate Bond Index: a broad-based index that measures the investment grade, US dollar-denominated, fixed rate taxable bond market, including Treasuries, government-related and corporate securities, MBS (agency fixed rate and hybrid ARM pass-throughs), ABSs, and CMBs.

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

Barclays US Treasury Inflation Protected Securities (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.

Barclays Municipal Bond Index: an index that measures the performance of investment-grade, fixed-rate, tax-exempt bonds.

Dow Jones UBS Commodity Index: an index that is composed of futures contracts of 19 physical commodities traded on US exchanges, with the exception of aluminum, nickel and zinc, which trade on the London Metal Exchange (LME). The component weightings are also determined by several rules designed to insure diversified commodity exposure.

FTSE NAREIT All Equity REITs Index: an index of 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.

MSCI All Country World ex-US Index: a free-float-adjusted, market-capitalization-weighted index that is designed to measure the equity market performance of developed and emerging market countries, excluding the US.

MSCI EAFE Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US & Canada.

MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets.

S&P 500^® Index: an index of 500 leading companies in leading industries of the US economy, capturing 75% coverage of US equities.

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S&P Global Natural Resources Index: an index that includes 90 of the largest publicly-traded companies in natural resources and commodities businesses that meet specific investability requirements, offering investors diversified, liquid and investable equity exposure across three primary commodity-related sectors: Agribusiness, Energy, and Metals & Mining.

¹ All index returns are from Zephyr except the Barclays Capital Multiverse and S&P Global Natural Resources, which are sourced from Morningstar.

FX2012-1113-0215/E

4

GuideMark^SM Large 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, 2002. Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.

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

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)
	One Year		Five Year		Ten Year		Since Inception(1)
GuideMarkSM Large Cap Growth Fund
Service Shares	28.47	%	0.67	%	6.82	%	1.17	%
Institutional Shares	29.09	%	N/A		N/A		2.24	%
Russell 1000® Growth Index	29.19	%	3.24	%	8.41	%	3.04	%(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 6.52%.

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GuideMark^SM Large Cap Growth Fund

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

• For the 6 months ended September 2012, the Fund returned -0.47%, underperforming the Russell 1000 Growth Index at 1.84%.

• The Fund trailed the benchmark for the period due to weak security selection and sector allocation primarily in April and May as the market declined on global macro worries. In the market rally that followed beginning in June, the Fund outperformed its benchmark.

• Security selection within the technology sector, in addition to an overweight allocation to the sector, was a large contributor to the relative underperformance over the period. Although owning Apple benefited the Fund on an absolute basis, exposure to slower growth securities within the sector, including Cisco and EMC detracted from relative performance.

• Security selection within the industrials sector detracted from performance for the period. Industrial related stocks, including Caterpillar, traded lower largely due to fears that a slowdown in China could negatively impact future growth.

Components of Portfolio Holdings*

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

Top Ten Holdings
Rank	Security/Holding	% of Net Assets
1	Apple, Inc.	9.36
2	Cisco Systems, Inc.	4.88
3	Microsoft Corp.	4.33
4	Google, Inc.	3.26
5	International Business Machines Corp.	3.03
6	The Coca-Cola Company	2.77
7	Philip Morris International, Inc.	2.65
8	Amgen, Inc.	2.40
9	Verizon Communications, Inc.	2.26
10	Wal-Mart Stores, Inc.	2.20

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.

6

GuideMark^SM Large Cap Value 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, 2002. 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^® VALUE INDEX – An unmanaged index which measures the performance of those Russell 1000^® companies with lower price-to-book ratios and lower forecasted growth values. The Russell 1000^® Index is an unmanaged index which measures the performance of the 1,000 largest companies in the Russell 3000^® Index. The Russell 3000^® Index is an unmanaged index which measures the performance of the 3,000 largest US Companies, based on total market capitalization, which represents approximately 98% of the investable US equity market.

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)
	One Year		Five Year		Ten Year		Since Inception(1)
GuideMarkSM Large Cap Value Fund
Service Shares	28.21	%	-4.49	%	5.45	%	1.64	%
Institutional Shares	28.77	%	N/A		N/A		1.67	%
Russell 1000® Value Index	30.92	%	-0.90	%	8.17	%	4.39	%(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 4.41%.

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GuideMark^SM Large Cap Value Fund

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

• For the 6 months ended September 2012, the Fund returned 1.42%, underperforming the Russell 1000 Value Index at 4.16%.

• The Fund trailed the benchmark for the period due primarily to relative sector positioning combined with weak security selection within the health care and telecom services sectors. Relative sector exposures are not targeted, but are a result of security selection while portfolio characteristics are held similar to the benchmark.

• Underweight exposure to telecom services and utilities sectors detracted in the earlier months of the period, while an underweight exposure to more cyclical sectors including financials, consumer discretionary and energy negatively impacted performance in the second half of the period as the market rallied.

• Within health care, managed care companies including Wellpoint, United Healthcare and Cigna sold off during the period as a result of increased regulatory uncertainty.

Components of Portfolio Holdings*

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

Top Ten Holdings
Rank	Security/Holding	% of Net Assets
1	Capital One Financial Corp.	3.30
2	Stanley Black & Decker, Inc.	3.01
3	SLM Corp.	2.33
4	Pfizer, Inc.	1.82
5	Philip Morris International, Inc.	1.81
6	Medtronic, Inc.	1.79
7	UnitedHealth Group, Inc.	1.79
8	Carnival Corp. – ADR	1.71
9	AT&T, Inc.	1.68
10	JPMorgan Chase & Co.	1.63

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GuideMark^SM Small/Mid Cap Core 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, 2002. 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 2500^TM INDEX – Measures the performance of the small- to mid-cap segment of the US equity universe, commonly referred to as “smid” cap. The Russell 2500 Index is a subset of the Russell 3000^® Index. The Russell 2500 Index 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)
GuideMarkSM Small/Mid Cap Core Fund
Service Shares	32.27	%	1.12	%	7.48	%	5.08	%
Institutional Shares	32.84	%	N/A		N/A		-2.01	%
Russell 2500TM Index	30.93	%	2.80	%	10.86	%	6.84	%(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 2500TM Index is from the inception date of the Service Shares. The Russell 2500 Index return from the inception date of the Institutional Shares is -0.24%.

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GuideMark^SM Small/Mid Cap Core Fund

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

• For the 6 months ended September 2012, the Fund returned 0.52%, underperforming the Russell 2500 Index at 1.19%.

• The Fund trailed the benchmark due to its exposure to lower beta securities during the market rally in the last four months of the period. This exposure had benefited the Fund in the first two months of the period.

• Security selection in the financials and technology sectors were the largest detractors from performance, and offset the positive contribution from sector positioning including an underweight to consumer discretionary.

• Within the financials sector, owning bank holding company First Merit and online foreign exchange service provider FXCM detracted from performance. First Merit fell more than 10% after it announced plans to acquire Citizens Republic Bancorp. FXCM traded lower after it reported weaker than expected quarterly earnings.

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	Douglas Emmett, Inc.	2.41
2	Huntington Bancshares, Inc.	1.99
3	Reinsurance Group of America	1.87
4	Axis Capital Holdings Ltd.	1.87
5	Post Properties, Inc.	1.62
6	FirstMerit Corp.	1.60
7	American Campus Communities, Inc.	1.59
8	Extra Space Storage, Inc.	1.58
9	Colfax Corp.	1.54
10	AMETEK, Inc.	1.49

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GuideMark^SM World ex-US 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, 2002. 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 EX-US INDEX – A free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. It consists of country indices comprising of developed and emerging market country indices. The developed market country indices included are: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The emerging market country indices included are: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey.

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)
	One Year		Five Year		Ten Year		Since Inception(1)
GuideMarkSM World ex-US Fund
Service Shares	16.14	%	-9.59	%	5.09	%	1.55	%
Institutional Shares	16.70	%	N/A		N/A		-9.36	%
MSCI All Country World ex-US Index	15.04	%	-3.67	%	10.32	%	6.25	%(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 -8.26%.

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GuideMark^SM World ex-US Fund

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

• For the 6 months ended September 2012, the Fund returned -1.06%, underperforming the MSCI All Country World ex-US Index at -0.44%.

• The Fund trailed the benchmark for the period, due primarily to its exposure to Asia Pacific-ex Japan and modest exposure to developed Europe. This offset the positive impact from security selection.

• An overweight exposure to Asia Pacific ex Japan detracted from performance for the period as the fears of an economic slowdown in China weighed heavily on the region. A modest exposure to Europe also detracted from overall performance, as the European markets continued to experience significant volatility as a result of the ongoing sovereign debt crisis.

• An overweight to the telecom services sector was positive over the period as telecom stock performed well given their solid cash flow streams but it was more than offset by an overweight allocation to the materials sector. Materials related stocks, especially gold miners, sold off as investors worried that rising production costs would negatively impact future earnings.

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	Nestle SA	1.90
2	Vodafone Group Plc	1.38
3	PowerShares India Portfolio	1.36
4	Sanofi-Aventis SA	1.31
5	Samsung Electronics Co. Ltd.	1.29
6	British American Tobacco Plc	1.07
7	Novo Nordisk A/S	1.01
8	HSBC Holdings Plc	0.95
9	BP Plc	0.93
10	Commonwealth Bank of Australia	0.91

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GuideMark^SM Opportunistic Equity Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

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

AVERAGE ANNUAL TOTAL RETURN (for the period ended September 30)
	One Year		Since Inception(1)
GuideMarkSM Opportunistic Equity Fund
Service Shares	24.71	%	-1.07	%
Institutional Shares	25.28	%	-2.08	%
Russell 3000® Index	30.20	%	6.38	%(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 4.94%.

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GuideMark^SM Opportunistic Equity Fund

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

• For the 6 months ended September 2012, the Fund returned -0.20%, underperforming the Russell 3000 Index at 2.89%.

• The Fund trailed the benchmark for the period due to weak security selection and sector allocation primarily in April and May as the market declined on global macro worries. In the market rally that followed, beginning in June, the Fund outperformed its benchmark.

• Two of the five largest detractors to performance were energy related stocks. Both Devon and Apache traded lower due to negative investor sentiment as a result of lower oil and natural gas prices.

• An underweight to the telecom services sector dampened returns, as the sector benefited from takeover rumors as well as investors’ desire for higher dividend stocks in the earlier months of the period.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Devon Energy Corp.	2.38
2	General Electric Co.	2.34
3	Apple, Inc.	2.25
4	Newmont Mining Corp.	1.87
5	JPMorgan Chase & Co.	1.80
6	BP Plc	1.77
7	The Charles Schwab Corp.	1.76
8	ConAgra Foods, Inc.	1.64
9	American International Group, Inc.	1.64
10	H&R Block, Inc.	1.61

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GuideMark^SM Global Real Return Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

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

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

AVERAGE ANNUAL TOTAL RETURN (for the period ended September 30)
	One Year		Since Inception(1)
GuideMarkSM Global Real Return Fund
Service Shares	13.79	%	-2.81	%
Institutional Shares	14.34	%	-4.46	%
Barclays Capital US TIPS Index	9.10	%	11.53	%(2)
Global Real Return Blended Index	16.61	%	-1.04	%(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 Capital US TIPS Index is from the inception date of the Service Shares. The Barclays Capital US TIPS Index return from the inception date of the Institutional Shares is 10.53%.
(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 -3.13%.

15

GuideMark^SM Global Real Return Fund

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

• For the 6 months ended September 2012, the Fund returned 0.96%, underperforming the Barclays Capital U.S. TIPS Index and the Blended Index at 5.34% and 3.53%, respectively.

• The Fund trailed the benchmark for the period due to weakness in April and May as the market declined on global macro worries leading to negative returns for commodities and global natural resources. In the market rally that followed beginning in June, the Fund outperformed its benchmark.

• The Fund outperformed the Barclays Capital U.S. TIPS Index in the second half of the period as investors grew less defensive and risk assets mounted a rally but it was not enough to offset the trailing returns generated in the first few months of the period.

• An overweight exposure to natural resources and underweight exposure to commodities was a large driver of the underperformance relative to the Blended Benchmark. Energy fell due to falling oil prices and gold miners continued to trade lower due to concerns over rising production costs dampening future growth.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	SPDR S&P Global Natural Resources ETF	25.44
2	PowerShares DB Commodity Index Tracking Fund	13.42
3	SPDR Barclays Capital TIPS ETF	12.74
4	SPDR Dow Jones International Real Estate ETF	11.04
5	SPDR Dow Jones REIT ETF	10.68
6	SPDR DB International Government Inflation-Protected Bond ETF	7.09
7	Energy Select Sector SPDR Fund	5.07
8	PowerShares Global Agriculture ETF	3.56
9	SPDR Metals and Mining ETF	3.50
10	PowerShares DB Gold Fund	2.18

16

GuideMark^SM Core Fixed Income 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, 2002. 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 CAPITAL US AGGREGATE BOND INDEX – A broad-based benchmark that measures the investment-grade, US dollar-denominated fixed-rate taxable bond market, including US Treasuries, government-related and corporate debt securities, and mortgage- and asset-backed securities. All securities contained in the Barclays Capital US Aggregate Bond Index have a minimum term to maturity of one year.

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)
	One Year		Five Year		Ten Year		Since Inception(1)
GuideMarkSM Core Fixed Income Fund
Service Shares	5.22	%	5.53	%	4.90	%	5.13	%
Institutional Shares	5.81	%	N/A		N/A		6.84	%
Barclays Capital US Aggregate Bond Index	5.16	%	6.53	%	5.32	%	5.91	%(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 Capital US Aggregate Bond Index is from the inception date of the Service Shares. The Barclays Capital US Aggregate Bond Index return from the inception date of the Institutional Shares is 7.12%.

17

GuideMark^SM Core Fixed Income Fund

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

• For the 6 months ended September 2012, the Fund returned 3.81%, outperforming the Barclays Capital Aggregate Bond Index at 3.68%.

• The Fund outperformed the benchmark for the period as a result of its exposure to mortgage backed securities and overweight to investment grade corporate bonds.

• Exposure to non-agency mortgage-backed securities aided returns as the sector rallied based on expectations that the U.S. housing market was poised for a recovery. An overweight to agency mortgage-backed securities benefited the Fund as the securities traded higher after the announcement of a third round of quantitative easing.

• Although the overweight exposure to investment grade corporate bonds detracted from performance in the first two months of the period, this exposure benefitted the Fund in the second half of the period due to quantitative easing both in the U.S. and in Europe.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	U.S. Treasury Bond, 3.125%, 11/15/2041	2.70
2	U.S. Treasury Note, 0.250%, 07/15/2015	2.55
3	U.S. Treasury Note, 0.875%, 01/31/2017	2.10
4	Federal National Mortgage Association, Pool# AJ0130, 3.500%, 05/01/2042	1.97
5	U.S. Treasury Note, 2.000%, 02/15/2022	1.77
6	U.S. Treasury Note, 0.625%, 07/15/2014	1.39
7	Federal National Mortgage Association, Pool #AP1651, 3.000%, 08/01/2042	1.29
8	U.S. Treasury Note, 2.000%, 11/15/2021	1.25
9	Federal National Mortgage Association, Pool# AB0074, 5.000%, 02/01/2035	1.23
10	Federal National Mortgage Association, Pool #AH8854, 4.500%, 04/01/2041	1.11

18

GuideMark^SM Tax-Exempt Fixed Income 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, 2002. 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 MUNICIPAL BOND INDEX – The Barclays Capital US 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 (6/29/01)
GuideMarkSM Tax-Exempt Fixed Income Fund	8.21	%	5.08	%	3.51	%	4.10	%
Barclays Municipal Bond Index	8.32	%	6.06	%	5.03	%	5.51	%

19

GuideMark^SM Tax-Exempt Fixed Income Fund

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

• For the 6 months ended September 2012, the Fund returned 4.11%, underperforming the Barclays Municipal Bond Index at 4.24%.

• The Fund trailed the benchmark for the period as a result of its lower exposure to the longest maturities of the yield curve. Additionally, the Fund’s higher quality bias was also a slight detractor from performance.

• Exposure to lower-rated investment grade bonds benefited the Fund in the latter part of the period as investors reached for yield. However, the contribution was offset by the Fund’s bias to higher-rated bonds.

• The Fund’s slight underweight exposure to the intermediate and longest end of the maturity range dampened relative performance.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Allegheny County Hospital Development Authority, Series A, Revenue Bond, 5.000%, 09/01/2014	1.65
2	California, GO, 6.500%, 04/01/2033	1.54
3	Wisconsin, Series A, Refunding, Revenue Bond, 6.000%, 05/01/2033	1.50
4	Indiana State Finance Authority, Series A, Refunding, Revenue Bond, 5.000%, 02/01/2021	1.50
5	Henry County Public Service Authority Water & Sewer, Refunding, Revenue Bond, FSA Insured, 5.500%, 11/15/2019	1.49
6	Gilroy Unified School District, GO, Assured Guaranty Insured, 6.000%, 08/01/2025	1.48
7	Utah Associated Municipal Power Systems San Juan Project, Refunding, Revenue Bond, 5.500%, 06/01/2022	1.48
8	Lycoming County College, Revenue Bond, 5.500%, 07/01/2026	1.45
9	Boise-Kuna District, Revenue Bond, 7.375%, 06/01/2034	1.43
10	Los Angeles Department of Airports, Series A, Refunding, Revenue Bond, 5.250%, 05/15/2029	1.43

20

GuideMark^SM Opportunistic Fixed Income Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

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

AVERAGE ANNUAL TOTAL RETURN (for the period ended September 30)
	One Year		Since Inception(1)
GuideMarkSM Opportunistic Fixed Income Fund
Service Shares	12.82	%	3.37	%
Institutional Shares	13.37	%	3.61	%
Barclays Capital Multiverse Index	5.57	%	6.54	%(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 Capital Multiverse Index is from the inception date of the Service Shares. The Barclays Capital Multiverse Index return from the inception date of the Institutional Shares is 4.34%.

21

GuideMark^SM Opportunistic Fixed Income Fund

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

• For the 6 months ended September 2012, the Fund returned 4.51%, outperforming the Barclays Capital Multiverse Index at 4.01%.

• The Fund outperformed the benchmark for the period as a result of its currency positions and credit exposures as global macroeconomic headwinds began to wane and investors’ risk appetite increased.

• Exposure to a basket of emerging market currencies including Asia ex-Japan and Latin America was beneficial as these mounted a rally later in the period versus the U.S. dollar. The Fund’s exposure to peripheral European currencies including the Polish Zloty also contributed to performance in the second half of the period as these currencies outperformed the Euro.

• The Fund’s sovereign credit exposure also contributed to performance as fears of a European debt crisis began to subside in the second half of the period.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Republic of Korea, 3.000%, 12/10/2013	7.70
2	Petroleos de Venezuela SA, 4.900%, 10/28/2014	3.56
3	Republic of Indonesia, 12.500%, 03/15/2013	3.31
4	Federal National Mortgage Association, Series #1209, 3.500%, 10/01/2042	2.87
5	Republic of Ireland, 5.000%, 10/18/2020	2.25
6	Poland Government Bond, 0.000%, 01/25/2013	2.15
7	Federal Home Loan Mortgage Corp., Series #280, 3.000%, 09/15/2042	2.02
8	Republic of Iceland, 4.875%, 06/16/2016	1.88
9	Ukraine Government International Bond, 7.950%, 02/23/2021	1.81
10	Republic of Hungary, 6.750%, 08/22/2014	1.34

22

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

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

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

AVERAGE ANNUAL TOTAL RETURN (for the period ended September 30)
	One Year		Since Inception(1)
GuidePathSM Strategic Asset Allocation Fund
Service Shares	21.72	%	-2.97	%
Institutional Shares	N/A		-1.66	%(2)
S&P 500® Index	30.20	%	6.27	%(3)
MSCI All Country World Index	21.67	%	-2.11	%(4)

(1)	Inception date is 4/29/11 for Service Shares and 9/13/12 for Institutional Shares.
(2)	The return shown is cumulative from the inception date.
(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 -1.26%.
(4)	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 -0.78%.

23

GuidePath^SM Strategic Asset Allocation Fund

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

• For the 6 months ended September 2012, the Fund returned 0.11% underperforming the S&P 500 Index at 3.43%. The Fund trailed the MSCI All Country World Index at 1.23%.

• Exposure to international equities was the largest driver of the Fund’s underperformance relative to the S&P 500 Index. International markets faced headwinds as investors awaited resolution of the European debt crisis and fears of an economic slowdown in China prevailed.

• International exposure helped lift returns in the period from June to September relative to the S&P 500 Index. However, relative to the MSCI All Country World Index the Fund trailed due to an emphasis towards lower beta small and mid capitalization domestic equities and weakness from security selection within US large cap healthcare.

• Exposure to domestic and international REITs proved beneficial as real estate markets saw marginal improvement.

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	GuideMarkSM World ex-US Fund – Institutional Shares	16.45
2	Vanguard FTSE All-World ex-US Index Fund	15.78
3	SPDR S&P 500 ETF Trust	15.63
4	GuideMarkSM Small/Mid Cap Core Fund – Institutional Shares	9.35
5	GuideMarkSM Large Cap Value Fund – Institutional Shares	8.18
6	GuideMarkSM Opportunistic Equity Fund – Institutional Shares	7.97
7	GuideMarkSM Large Cap Growth Fund – Institutional Shares	7.73
8	GuideMarkSM Global Real Return Fund – Institutional Shares	4.82
9	Vanguard Small-Cap Growth ETF	2.61
10	iShares MSCI Canada Index Fund	2.13

24

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

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

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

AVERAGE ANNUAL TOTAL RETURN (for the period ended September 30)
	One Year		Since Inception(1)
GuidePathSM Tactical Constrained Asset Allocation Fund
Service Shares	18.41	%	-0.30	%
Institutional Shares	N/A		-1.20	%(2)
S&P 500® Index	30.20	%	6.27	%(3)
Tactical Constrained Blended Index	17.65	%	0.47	%(4)

(1)	Inception date is 4/29/11 for Service Shares and 9/13/12 for Institutional Shares.
(2)	The return shown is cumulative from the inception date.
(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 -1.26%.
(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 -0.45%.

25

GuidePath^SM Tactical Constrained Asset Allocation Fund

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

• For the 6 months ended September 2012, the Fund returned 1.02% underperforming the S&P 500 Index at 3.43%. The Fund trailed the blended benchmark of 75% MSCI All Country World Index and 25% Barclays US Aggregate Bond Index at 1.98%.

• Exposure to international equities was the largest driver of underperformance relative to the S&P 500 Index driven by negative returns seen in the first two months of the period. International markets faced headwinds as they awaited resolute action to the European debt crisis and fears of an economic slowdown in China prevailed.

• International exposure helped lift returns in the period June-September relative to the S&P 500 Index. However relative to the MSCI ACWI Index the fund trailed due to an emphasis towards lower beta securities within US small and mid cap equities and weakness from security selection within US large cap healthcare.

• Relative to the S&P 500 index, fixed income proved beneficial in the first two months, but tempered returns in the latter part of the period. However, within fixed income, exposure to mortgage-backed securities, high yield bonds and emerging market currencies benefited performance in absolute terms, as the market rallied beginning in June.

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	GuideMarkSM World ex-US Fund - Institutional Shares	15.63
2	SPDR S&P 500 ETF Trust	13.79
3	GuideMarkSM Core Fixed Income Fund – Institutional Shares	11.53
4	GuideMarkSM Opportunistic Equity Fund – Institutional Shares	10.50
5	GuideMarkSM Large Cap Value Fund – Institutional Shares	6.95
6	GuideMarkSM Large Cap Growth Fund – Institutional Shares	6.91
7	GuideMarkSM Opportunistic Fixed Income Fund – Institutional Shares	6.10
8	Vanguard MSCI Emerging Markets ETF	3.09
9	GuideMarkSM Small/Mid Cap Core Fund – Institutional Shares	3.07
10	GuideMarkSM Global Real Return Fund – Institutional Shares	2.49

26

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

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

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

AVERAGE ANNUAL TOTAL RETURN (for the period ended September 30)
	One Year		Since Inception(1)
GuidePathSM Tactical Unconstrained Asset Allocation Fund
Service Shares	12.16	%	-2.11	%
Institutional Shares	N/A		-0.92	%(2)
S&P 500® Index	30.20	%	6.27	%(3)
Tactical Unconstrained Blended Index	20.07	%	-1.37	%(4)

(1)	Inception date is 4/29/11 for Service Shares and 9/13/12 for Institutional Shares.
(2)	The return shown is cumulative from the inception date.
(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 -1.26%.
(4)	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 -0.65%.

27

GuidePath^SM Tactical Unconstrained Asset Allocation Fund

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

• For the 6 months ended September 2012, the Fund returned 1.15% underperforming the S&P 500 Index at 3.43%. The Fund trailed the blended benchmark of 90% MSCI ACWI Index and 10% Barclays Multiverse Index at 1.55%.

• Defensive positioning and higher cash allocations within the Fund were the main driver of the lagging returns, especially during the market rally beginning in June. For the first two months of the period, the Fund outperformed both its benchmarks by at least 200 basis points.

• Domestically biased exposure dampened returns in the period from June through September due to an emphasis towards lower beta securities within US small and mid cap equities and weakness from security selection within US large cap healthcare.

• Relative to the S&P 500 index, fixed income proved beneficial in the first two months, but tempered returns in the latter part of the period. However, within fixed income, exposure to high yield bonds, floating rate notes and emerging market currencies benefited performance in absolute terms, as the market rallied beginning in June.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	SPDR S&P 500 ETF Trust	14.67
2	Virtus Premium AlphaSector Fund – Institutional Shares	12.33
3	GuideMarkSM Opportunistic Equity Fund – Institutional Shares	7.64
4	GuideMarkSM Large Cap Value Fund – Institutional Shares	6.61
5	Stadion Managed Portfolio Trust – Institutional Shares	5.21
6	Eaton Vance Floating-Rate Fund – Institutional Shares	5.00
7	GuideMarkSM Opportunistic Fixed Income Fund – Institutional Shares	4.90
8	GuideMarkSM Small/Mid Cap Core Fund – Institutional Shares	4.23
9	Vanguard MSCI Emerging Markets ETF	3.97
10	Vangard MSCI EAFE ETF	3.59

28

GuidePath^SM Absolute Return 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 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.

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 the period ended September 30)
	One Year		Since Inception(1)
GuidePathSM Absolute Return Asset Allocation Fund
Service Shares	4.81	%	1.90	%
Institutional Shares	N/A		0.20	%(2)
Citigroup 3-Month Treasury Bill Index	0.05	%	0.06	%(3)

(1)	Inception date is 4/29/11 for Service Shares and 9/13/12 for Institutional Shares.
(2)	The return shown is cumulative from the inception date.
(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 0.00%.

29

GuidePath^SM Absolute Return Asset Allocation Fund

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

• For the 6 months ended September 2012, the Fund returned 1.69% outperforming the Citi 3-month Treasury Bill Index at 0.04%.

• Within fixed income, exposure to corporate bonds, global high yield bonds, and mortgage-backed securities were the primary contributors to performance especially in the June to September period as risk taking was rewarded in the markets.

• The iPath US Treasury 10-year Bear ETN was the largest detractor to returns as the flight to safety in the first part of the period caused yields fall as demand for treasuries renewed, especially in the first two months of the period.

• Exposure to emerging market currencies was beneficial during the latter four months of the period as the US dollar weakened against other currencies as the markets rallied.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Vanguard Total Bond Market Index Fund	9.04
2	BlackRock Low Duration Bond Portfolio – Institutional Shares	8.06
3	iShares Barclays Credit Bond Fund	7.92
4	GuideMarkSM Opportunistic Fixed Income Fund – Institutional Shares	7.56
5	Pioneer Strategic Income Fund – Class Y	7.55
6	GuideMarkSM Core Fixed Income Fund – Institutional Shares	6.44
7	iShares Barclays MBS Bond Fund	5.25
8	SPDR Barclays Capital 1-3 Month T-Bill ETF	4.57
9	DoubleLine Total Return Bond Fund – Institutional Shares	3.99
10	Eaton Vance Multi-Strategy Absolute Return Fund – Institutional Shares	3.26

30

GuideMark^SM Funds & GuidePath^SM Funds

EXPENSE EXAMPLE (Unaudited)

September 30, 2012

As a shareholder of the GuideMark^SM & GuidePath^SM Funds (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 both classes of the GuideMark^SM Large Cap Growth Fund, GuideMark^SM Large Cap Value Fund, GuideMark^SM Small/Mid Cap Core Fund, GuideMark^SM World ex-US Fund, GuideMark^SM Opportunistic Equity Fund, GuideMark^SM Global Real Return Fund, GuideMark^SM Core Fixed Income Fund, GuideMark^SM Tax-Exempt Fixed Income Fund and GuideMark^SM Opportunistic Fixed Income Fund, along with the GuidePath^SM Strategic Asset Allocation Fund –Service Shares, GuidePath^SM Tactical Constrained Asset Allocation Fund – Service Shares, GuidePath^SM Tactical Unconstrained Asset Allocation Fund – Service Shares, and GuidePath^SM Absolute Return Asset Allocation Fund – Service Shares was from April 1, 2012 to September 30, 2012, for the GuidePath^SM Multi-Asset Income Asset Allocation Fund –Service Shares, GuidePath^SM Fixed Income Allocation Fund – Service Shares, and GuidePath^SM Altegris^® Multi-Strategy Alternative Allocation Fund – Service Shares was from August 31, 2012 to September 30, 2012, and for the GuidePath^SM Strategic Asset Allocation Fund – Institutional Shares, GuidePath^SM Tactical Constrained Asset Allocation Fund – Institutional Shares, GuidePath^SM Tactical Unconstrained Asset Allocation Fund – Institutional Shares, GuidePath^SM Absolute Return Asset Allocation Fund – Institutional Shares, GuidePath^SM Fixed Income Allocation Fund – Institutional Shares, and GuidePath^SM Altegris^® Multi-Strategy Alternative Allocation Fund – Institutional Shares was from September 13, 2012 to September 30, 2012.

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 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.

31

GuideMark^SM & GuidePath^SM Funds

EXPENSE EXAMPLE (Continued) (Unaudited)

September 30, 2012

Fund		Beginning Account Value April 1, 2012	Ending Account Value September 30, 2012			Annualized Expense Ratio1 based on the period April 1, 2012– September 30, 2012	Expenses Paid During Period2 April 1, 2012– September 30, 2012
INSTITUTIONAL SHARES
GuideMarkSM Large Cap	Actual	$1,000.00		$	997.20	0.92%	$4.61
Growth Fund	Hypothetical3	$1,000.00		$	1,020.46	0.92%	$4.66
GuideMarkSM Large Cap	Actual	$1,000.00		$	1,016.70	0.92%	$4.65
Value Fund	Hypothetical3	$1,000.00		$	1,020.46	0.92%	$4.66
GuideMarkSM Small/Mid Cap	Actual	$1,000.00		$	1,007.80	1.08%	$5.44
Core Fund	Hypothetical3	$1,000.00		$	1,019.65	1.08%	$5.47
GuideMarkSM World	Actual	$1,000.00		$	992.00	1.08%	$5.39
ex-US Fund	Hypothetical3	$1,000.00		$	1,019.65	1.08%	$5.47
GuideMarkSM Opportunistic	Actual	$1,000.00		$	1,000.00	1.06%	$5.31
Equity Fund	Hypothetical3	$1,000.00		$	1,019.75	1.06%	$5.37
GuideMarkSM Global	Actual	$1,000.00		$	1,012.80	0.92%	$4.64
Real Return Fund	Hypothetical3	$1,000.00		$	1,020.46	0.92%	$4.66
GuideMarkSM Core	Actual	$1,000.00		$	1,040.70	0.71%	$3.63
Fixed Income Fund	Hypothetical3	$1,000.00		$	1,021.51	0.71%	$3.60
GuideMarkSM Opportunistic	Actual	$1,000.00		$	1,048.60	1.05%	$5.39
Fixed Income Fund	Hypothetical3	$1,000.00		$	1,019.80	1.05%	$5.32

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.

32

GuideMark^SM & GuidePath^SM Funds

EXPENSE EXAMPLE (Continued) (Unaudited)

September 30, 2012

Fund		Beginning Account Value September 13, 2012	Ending Account Value September 30, 2012			Annualized Expense Ratio1 based on the period September 13, 2012– September 30, 2012	Expenses Paid During Period2 September 13, 2012– September 30, 2012
INSTITUTIONAL SHARES
GuidePathSM Strategic	Actual	$1,000.00		$	983.40	0.40%	$0.18
Asset Allocation Fund	Hypothetical3	$1,000.00		$	1,002.14	0.40%	$0.19
GuidePathSM Tactical	Actual	$1,000.00		$	988.00	0.43%	$0.20
Constrained Asset Allocation Fund	Hypothetical3	$1,000.00		$	1,002.13	0.43%	$0.20
GuidePathSM Tactical	Actual	$1,000.00		$	990.80	0.49%	$0.23
Unconstrained Asset Allocation Fund	Hypothetical3	$1,000.00		$	1,002.10	0.49%	$0.23
GuidePathSM Absolute Return	Actual	$1,000.00		$	1,002.00	0.50%	$0.23
Asset Allocation Fund	Hypothetical3	$1,000.00		$	1,002.10	0.50%	$0.23
GuidePathSM Fixed Income	Actual	$1,000.00		$	1,004.00	0.47%	$0.22
Allocation Fund	Hypothetical3	$1,000.00		$	1,002.11	0.47%	$0.22
GuidePathSM Altegris®	Actual	$1,000.00		$	993.00	0.37%	$0.17
Multi-Strategy Alternative Allocation Fund	Hypothetical3	$1,000.00		$	1,002.16	0.37%	$0.17

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 17/365 to reflect the one-half year period.
3	5% return before expenses.

33

GuideMark^SM & GuidePath^SM Funds

EXPENSE EXAMPLE (Continued) (Unaudited)

September 30, 2012

Fund		Beginning Account Value April 1, 2012	Ending Account Value September 30, 2012			Annualized Expense Ratio1 based on the period April 1, 2012– September 30, 2012	Expenses Paid During Period2 April 1, 2012– September 30, 2012
SERVICE SHARES
GuideMarkSM Large Cap	Actual	$1,000.00		$	995.30	1.51%	$7.55
Growth Fund	Hypothetical3	$1,000.00		$	1,017.50	1.51%	$7.64
GuideMarkSM Large Cap	Actual	$1,000.00		$	1,014.20	1.49%	$7.52
Value Fund	Hypothetical3	$1,000.00		$	1,017.60	1.49%	$7.54
GuideMarkSM Small/Mid Cap	Actual	$1,000.00		$	1,005.20	1.63%	$8.19
Core Fund	Hypothetical3	$1,000.00		$	1,016.90	1.63%	$8.24
GuideMarkSM World	Actual	$1,000.00		$	989.40	1.59%	$7.93
ex-US Fund	Hypothetical3	$1,000.00		$	1,017.10	1.59%	$8.04
GuideMarkSM Opportunistic	Actual	$1,000.00		$	998.00	1.60%	$8.01
Equity Fund	Hypothetical3	$1,000.00		$	1,017.05	1.60%	$8.09
GuideMarkSM Global	Actual	$1,000.00		$	1,009.60	1.49%	$7.51
Real Return Fund	Hypothetical3	$1,000.00		$	1,017.60	1.49%	$7.54
GuideMarkSM Core	Actual	$1,000.00		$	1,038.10	1.28%	$6.54
Fixed Income Fund	Hypothetical3	$1,000.00		$	1,018.65	1.28%	$6.48
GuideMarkSM Tax-Exempt	Actual	$1,000.00		$	1,041.10	1.29%	$6.60
Fixed Income Fund	Hypothetical3	$1,000.00		$	1,018.60	1.29%	$6.53
GuideMarkSM Opportunistic	Actual	$1,000.00		$	1,045.10	1.55%	$7.95
Fixed Income Fund	Hypothetical3	$1,000.00		$	1,017.30	1.55%	$7.84
GuidePathSM Strategic	Actual	$1,000.00		$	1,001.10	1.03%	$5.17
Asset Allocation Fund	Hypothetical3	$1,000.00		$	1,019.90	1.03%	$5.22
GuidePathSM Tactical Constrained	Actual	$1,000.00		$	1,010.20	1.05%	$5.29
Asset Allocation Fund	Hypothetical3	$1,000.00		$	1,019.80	1.05%	$5.32
GuidePathSM Tactical Unconstrained	Actual	$1,000.00		$	1,011.50	1.12%	$5.65
Asset Allocation Fund	Hypothetical3	$1,000.00		$	1,019.45	1.12%	$5.67
GuidePathSM Absolute Return	Actual	$1,000.00		$	1,016.90	1.14%	$5.76
Asset Allocation Fund	Hypothetical3	$1,000.00		$	1,019.35	1.14%	$5.77

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.

34

GuideMark^SM & GuidePath^SM Funds

EXPENSE EXAMPLE (Continued) (Unaudited)

September 30, 2012

Fund		Beginning Account Value August 31, 2012	Ending Account Value September 30, 2012			Annualized Expense Ratio1 based on the period August 31, 2012– September 30, 2012	Expenses Paid During Period2 August 31, 2012– September 30, 2012
SERVICE SHARES
GuidePathSM Multi-Asset Income	Actual	$1,000.00		$	1,014.00	1.10%	$0.91
Asset Allocation Fund	Hypothetical3	$1,000.00		$	1,003.21	1.10%	$0.91
GuidePathSM Fixed Income	Actual	$1,000.00		$	1,004.00	1.05%	$0.86
Allocation Fund	Hypothetical3	$1,000.00		$	1,003.25	1.05%	$0.86
GuidePathSM Altegris® Multi-Strategy	Actual	$1,000.00		$	1,000.00	0.98%	$0.81
Alternative Allocation Fund	Hypothetical3	$1,000.00		$	1,003.30	0.98%	$0.81

1	The expense ratio excludes the securities lending credit.
2	Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 30/365 to reflect the one-half year period.
3	5% return before expenses.

35

GuideMark^SM Large Cap Growth Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2012

Number of Shares					Value
		COMMON STOCKS - 100.14%
		Aerospace & Defense - 2.19%
	29,510	Boeing Co.	$	2,054,486
	30,935	Honeywell International, Inc.		1,848,366
				3,902,852
		Beverages - 2.77%
	129,972	The Coca-Cola Company		4,929,838
		Biotechnology - 6.78%
	50,626	Amgen, Inc.		4,268,784
	19,319	Biogen Idec, Inc. (b)		2,882,974
	33,056	Celgene Corp. (b)		2,525,479
	36,257	Gilead Sciences, Inc. (b)		2,404,927
				12,082,164
		Chemicals - 2.33%
	10,020	CF Industries Holdings, Inc.		2,226,845
	21,085	Monsanto Co.		1,919,156
				4,146,001
		Communications Equipment - 7.51%
	454,968	Cisco Systems, Inc.		8,685,339
	8,906	F5 Networks, Inc. (b)		932,458
	48,581	Qualcomm, Inc.		3,035,827
	31,174	Riverbed Technology, Inc. (b)		725,419
				13,379,043
		Computers & Peripherals - 15.53%
	24,971	Apple, Inc.		16,662,150
	124,131	EMC Corp. (b)		3,385,052
	26,005	International Business Machines Corp.		5,394,737
	41,987	NetApp, Inc. (b)		1,380,533
	72,560	QLogic Corp. (b)		828,635
				27,651,107
		Consumer Finance - 0.98%
	30,771	American Express Co.		1,749,639
		Diversified Financial Services - 0.69%
	138,413	Bank of America Corp.		1,222,187
		Diversified Telecommunication Services - 2.26%
	88,480	Verizon Communications, Inc.		4,032,034
		Energy Equipment & Services - 4.14%
	8,083	Core Laboratories NV		981,923
	26,781	Diamond Offshore Drilling, Inc. (a)		1,762,458
	25,999	National-Oilwell Varco, Inc.		2,082,780
	26,493	Oceaneering International, Inc.		1,463,738
	24,217	Transocean Ltd. - ADR		1,087,101
				7,378,000

Number of Shares					Value
		Food & Staples Retailing - 4.37%
	21,533	Costco Wholesale Corp.	$	2,155,992
	35,053	CVS Caremark Corp.		1,697,266
	53,147	Wal-Mart Stores, Inc.		3,922,248
				7,775,506
		Food Products - 0.20%
	14,973	Green Mountain Coffee Roasters,
		Inc. (b)(a)		355,609
		Health Care Equipment & Supplies - 2.22%
	12,065	Edwards Lifesciences Corp. (b)		1,295,419
	60,528	Hologic, Inc. (b)		1,225,087
	766	Intuitive Surgical, Inc. (b)		379,653
	15,465	Zimmer Holdings, Inc.		1,045,743
				3,945,902
		Health Care Providers & Services - 2.46%
	28,427	Aetna, Inc.		1,125,709
	58,747	UnitedHealth Group, Inc.		3,255,171
				4,380,880
		Hotels, Restaurants & Leisure - 0.27%
	7,341	Yum Brands, Inc.		487,002
		Industrial Conglomerates - 1.65%
	68,544	General Electric Co.		1,556,634
	24,574	Tyco International Ltd. - ADR		1,382,533
				2,939,167
		Internet & Catalog Retail - 1.92%
	10,304	Amazon.com, Inc. (b)		2,620,513
	1,302	Priceline.com, Inc. (b)		805,587
				3,426,100
		Internet Software & Services - 6.28%
	1,850	Baidu, Inc. - ADR (b)		216,117
	55,706	eBay, Inc. (b)		2,696,727
	7,697	Google, Inc. (b)		5,807,387
	47,382	IAC/InterActiveCorp		2,466,707
				11,186,938
		IT Services - 0.79%
	10,520	Visa, Inc.		1,412,626
		Life Sciences Tools & Services - 0.76%
	44,817	Bruker Corp. (b)		586,654
	12,510	Life Technologies Corp. (b)		611,489
	1,952	Waters Corp. (b)		162,660
				1,360,803

See notes to financial statements.

36

GuideMark^SM Large Cap Growth Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Number of Shares					Value
		COMMON STOCKS (Continued)
		Machinery - 1.62%
	11,931	Caterpillar, Inc.	$	1,026,543
	8,704	Dover Corp.		517,801
	16,105	Parker Hannifin Corp.		1,346,056
				2,890,400
		Media - 4.13%
	73,254	Comcast Corp.		2,620,296
	65,405	News Corp.		1,604,385
	40,832	Omnicom Group, Inc.		2,105,298
	397,379	Sirius XM Radio, Inc. (b)		1,033,185
				7,363,164
		Metals & Mining - 0.10%
	4,657	Allied Nevada Gold Corp. (b)		181,902
		Multiline Retail - 0.66%
	24,231	Dollar Tree, Inc. (b)		1,169,751
		Oil & Gas - 3.13%
	34,264	Exxon Mobil Corp.		3,133,443
	8,756	Occidental Petroleum Corp.		753,541
	53,377	Valero Energy Corp.		1,690,983
				5,577,967
		Pharmaceuticals - 2.19%
	37,878	Abbott Laboratories		2,596,916
	28,929	Merck & Co., Inc.		1,304,698
				3,901,614
		Semiconductor & Semiconductor
		Equipment - 2.46%
	63,641	Altera Corp.		2,162,840
	16,885	KLA-Tencor Corp.		805,499
	42,418	Xilinx, Inc.		1,417,185
				4,385,524
		Software - 9.43%
	8,777	Autodesk, Inc. (b)		292,888
	15,846	BMC Software, Inc. (b)		657,450
	27,324	Check Point Software Technologies
		Ltd. - ADR (b)		1,315,924
	8,692	Citrix Systems, Inc. (b)		665,546
	259,052	Microsoft Corp.		7,714,569
	7,721	NetSuite, Inc. (b)		492,600
	124,051	Oracle Corp.		3,906,366

Number of Shares					Value
		Software (Continued)
	27,274	Red Hat, Inc. (b)	$	1,552,982
	10,876	Symantec Corp. (b)		195,768
				16,794,093
		Specialty Retail - 6.84%
	16,231	Bed Bath & Beyond, Inc. (b)		1,022,553
	25,050	Home Depot, Inc.		1,512,268
	59,937	Lowe’s Companies, Inc.		1,812,495
	12,322	O’Reilly Automotive, Inc. (b)		1,030,366
	26,599	PetSmart, Inc.		1,834,799
	18,214	Ross Stores, Inc.		1,176,624
	8,971	Sherwin Williams Co.		1,335,872
	23,483	The Buckle, Inc. (a)		1,066,833
	30,823	The TJX Companies, Inc.		1,380,562
				12,172,372
		Textiles, Apparel & Luxury Goods - 0.83%
	11,061	Coach, Inc.		619,637
	11,507	Lululemon Athletica, Inc. (a)(b)		850,828
				1,470,465
		Tobacco - 2.65%
	52,385	Philip Morris International, Inc.		4,711,507
		Total Common Stocks
		(Cost $134,294,173)		178,362,157
		SHORT TERM INVESTMENTS - 0.03%
		Money Market Funds - 0.03%
		Federated Prime Obligations Fund
	55,269	0.15%, 01/01/2050		55,269
		Total Short Term Investments
		(Cost $55,269)		55,269
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 2.28%
		Money Market Funds - 2.25%
	4,009,540	First American Government
		Obligations Fund		4,009,540
		Effective Yield, 0.02%
	20,508	Reserve Primary Fund (c)		792
		Total Money Market Funds
		(Cost $4,027,232)		4,010,332

See notes to financial statements.

37

GuideMark^SM Large Cap Growth Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		Cash - 0.03%
$	47,631	Cash	$	47,631
		Total Cash (Cost $47,631)		47,631
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $4,074,863)		4,057,963
		Total Investments
		(Cost $138,424,305) - 102.45%		182,475,389
		Liabilities in Excess of
		Other Assets - (2.45)%		(4,366,860		)
		TOTAL NET
		ASSETS - 100.00%	$	178,108,529

Percentages are stated as a percent of net assets.
ADR - American Depositary Receipt
(a)	All or portion of this security is on loan.
(b)	Non-income producing security.
(c)	As of September 30, 2012, the Fund has fair valued this security and deemed it illiquid. The value of this security was $792, which represents 0.00% of total net assets.

See notes to financial statements.

38

GuideMark^SM Large Cap Value Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2012

Number of Shares					Value
		COMMON STOCKS - 97.89%
		Aerospace & Defense - 3.48%
	37,900	Exelis, Inc.	$	391,886
	38,000	Honeywell International, Inc.		2,270,500
	19,100	L-3 Communications Holdings, Inc.		1,369,661
	42,000	Raytheon Co.		2,400,720
				6,432,767
		Building Products - 1.21%
	148,600	Masco Corp.		2,236,430
		Capital Markets - 1.72%
	29,800	Ameriprise Financial, Inc.		1,689,362
	35,700	State Street Corp.		1,497,972
				3,187,334
		Commercial Banks - 4.11%
	173,500	Fifth Third Bancorp		2,690,985
	31,400	PNC Financial Services Group, Inc.		1,981,340
	84,700	Wells Fargo & Co.		2,924,691
				7,597,016
		Computers & Peripherals - 1.43%
	12,800	International Business Machines Corp.		2,655,360
		Consumer Finance - 8.41%
	51,000	American Express Co.		2,899,860
	107,100	Capital One Financial Corp.		6,105,771
	56,300	Discover Financial Services		2,236,799
	274,800	SLM Corp.		4,319,856
				15,562,286
		Containers & Packaging - 0.93%
	55,300	Sonoco Products Co.		1,713,747
		Diversified Financial Services - 3.47%
	164,700	Bank of America Corp.		1,454,301
	60,080	Citigroup, Inc.		1,965,818
	74,300	JPMorgan Chase & Co.		3,007,664
				6,427,783
		Diversified Telecommunication Services - 2.40%
	82,700	AT&T, Inc.		3,117,790
	29,200	Verizon Communications, Inc.		1,330,644
				4,448,434
		Electric Utilities - 1.02%
	35,700	Pinnacle West Capital Corp.		1,884,960

Number of Shares					Value
		Electrical Equipment - 0.92%
	35,100	Emerson Electric Co.	$	1,694,277
		Electronic Equipment & Instruments - 1.73%
	64,700	Corning, Inc.		850,805
	89,300	Molex, Inc. (a)		2,346,804
				3,197,609
		Energy Equipment & Services - 1.40%
	66,000	SeaDrill Ltd. (a)		2,588,520
		Food & Staples Retailing - 2.64%
	51,500	CVS Caremark Corp.		2,493,630
	65,600	Walgreen Co.		2,390,464
				4,884,094
		Gas Utilities - 0.74%
	28,200	ONEOK, Inc.		1,362,342
		Health Care Equipment & Supplies - 3.44%
	35,800	Baxter International, Inc.		2,157,308
	76,800	Medtronic, Inc.		3,311,616
	21,400	St. Jude Medical, Inc.		901,582
				6,370,506
		Health Care Providers & Services - 6.77%
	44,000	Cardinal Health, Inc.		1,714,680
	48,800	CIGNA Corp.		2,301,896
	19,100	Coventry Health Care, Inc.		796,279
	70,700	Omnicare, Inc.		2,401,679
	59,700	UnitedHealth Group, Inc.		3,307,977
	34,400	WellPoint, Inc.		1,995,544
				12,518,055
		Hotels, Restaurants & Leisure - 3.96%
	86,600	Carnival Corp. - ADR		3,155,704
	136,500	International Game Technology		1,786,785
	79,000	Royal Caribbean Cruises Ltd.		2,386,590
				7,329,079
		Household Durables - 3.01%
	73,100	Stanley Black & Decker, Inc.		5,573,875
		Industrial Conglomerates - 2.54%
	112,400	General Electric Co.		2,552,604
	38,300	Tyco International Ltd. - ADR		2,154,758
				4,707,362

See notes to financial statements.

39

GuideMark^SM Large Cap Value Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Number of Shares					Value
		COMMON STOCKS (Continued)
		Insurance - 4.21%
	18,200	Chubb Corp.	$	1,388,296
	32,500	Travelers Companies, Inc.		2,218,450
	58,400	Willis Group Holdings Plc		2,156,128
	84,400	XL Group Plc		2,028,132
				7,791,006
		IT Services - 0.71%
	71,700	The Western Union Co.		1,306,374
		Leisure Equipment & Products - 0.96%
	46,400	Hasbro, Inc. (a)		1,771,088
		Machinery - 4.97%
	40,200	Eaton Corp. (a)		1,899,852
	48,500	Illinois Tool Works, Inc.		2,884,295
	14,250	ITT Corp.		287,137
	45,100	Pentair, Inc. (a)		2,007,401
	21,900	SPX Corp.		1,432,479
	27,000	Xylem, Inc.		679,050
				9,190,214
		Multiline Retail - 1.61%
	46,800	Target Corp.		2,970,396
		Multi-Utilities - 2.09%
	93,800	CenterPoint Energy, Inc.		1,997,940
	67,200	Xcel Energy, Inc.		1,862,112
				3,860,052
		Oil & Gas - 8.81%
	69,800	BP Plc - ADR		2,956,728
	14,300	Chevron Corp.		1,666,808
	46,800	ConocoPhillips		2,676,024
	91,800	Marathon Oil Corp.		2,714,526
	29,700	Occidental Petroleum Corp.		2,555,982
	34,850	Phillips 66		1,615,994
	71,900	Spectra Energy Corp.		2,110,984
				16,297,046
		Pharmaceuticals - 4.54%
	42,600	Johnson & Johnson		2,935,566
	135,800	Pfizer, Inc.		3,374,630
	28,200	Sanofi Aventis - ADR		1,214,292
	21,000	Teva Pharmaceutical Industries
		Ltd. - ADR		869,610
				8,394,098

Number of Shares					Value
		Semiconductor & Semiconductor
		Equipment - 2.29%
	56,600	Microchip Technology, Inc.	$	1,853,084
	86,800	Texas Instruments, Inc.		2,391,340
				4,244,424
		Software - 2.60%
	91,800	CA, Inc.		2,365,227
	82,100	Microsoft Corp.		2,444,938
				4,810,165
		Specialty Retail - 0.63%
	33,200	Rent-A-Center, Inc.		1,164,656
		Textiles, Apparel & Luxury Goods - 1.10%
	64,100	Hanesbrands, Inc. (b)		2,043,508
		Thrifts & Mortgage Finance - 2.21%
	175,300	New York Community Bancorp,
		Inc. (a)		2,482,248
	131,900	People’s United Financial, Inc.		1,601,266
				4,083,514
		Tobacco - 5.02%
	56,500	Altria Group, Inc.		1,886,535
	17,100	Lorillard, Inc.		1,991,295
	37,200	Philip Morris International, Inc.		3,345,768
	47,600	Reynolds American, Inc.		2,062,984
				9,286,582
		Wireless Telecommunication Services - 0.81%
	52,800	Vodafone Group Plc - ADR		1,504,536
		Total Common Stocks
		(Cost $155,632,420)		181,089,495
		REAL ESTATE INVESTMENT TRUSTS - 1.80%
		Real Estate Investment Trusts - 1.80%
	67,800	Annaly Capital Management, Inc.		1,141,752
	14,700	Essex Property Trust, Inc.		2,179,128
		Total Real Estate Investment Trusts
		(Cost $2,794,794)		3,320,880

See notes to financial statements.

40

GuideMark^SM Large Cap Value Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Number of Shares					Value
		SHORT TERM INVESTMENTS - 0.26%
		Money Market Funds - 0.26%
		Federated Prime Obligations Fund
	489,683	0.15%, 01/01/2050	$	489,683
		Total Short Term Investments
		(Cost $489,683)		489,683
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 4.74%
		Money Market Funds - 4.68%
	8,664,586	First American Government Prime
		Obligations Fund		8,664,586
		Effective Yield, 0.02%
	23,460	Reserve Primary Fund (c)		906
		Total Money Market Funds
		(Cost $8,684,829)		8,665,492

Principal Amount					Value
		Cash - 0.06%
$	102,931	Cash	$	102,931
		Total Cash (Cost $102,931)		102,931
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $8,787,760)		8,768,423
		Total Investments
		(Cost $167,704,657) - 104.69%		193,668,481
		Liabilities in Excess of
		Other Assets - (4.69)%		(8,671,194)
		TOTAL NET
		ASSETS - 100.00%	$	184,997,287

Percentages are stated as a percent of net assets.
ADR - American Depositary Receipt
(a)	All or portion of this security is on loan.
(b)	Non-income producing security.
(c)	As of September 30, 2012, the Fund has fair valued this security and deemed it illiquid. The value of this security was $906, which represents 0.00% of total net assets.

See notes to financial statements.

41

GuideMark^SM Small/Mid Cap Core Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2012

Number of Shares					Value
		COMMON STOCKS - 89.79%
		Aerospace & Defense - 1.69%
	11,590	BE Aerospace, Inc. (b)	$	487,939
	13,060	Triumph Group, Inc.		816,642
				1,304,581
		Airlines - 1.23%
	11,700	Copa Holdings SA		950,859
		Auto Components - 2.56%
	8,290	BorgWarner, Inc. (b)		572,922
	23,690	Cooper Tire & Rubber Co.		454,374
	31,800	Dana Holding Corp.		391,140
	12,800	TRW Automotive Holdings
		Corp. (b)		559,488
				1,977,924
		Beverages - 0.63%
	15,130	Constellation Brands, Inc. (b)		489,456
		Biotechnology - 4.05%
	22,300	Amarin Corp. Plc - ADR (a)(b)		280,980
	12,430	BioMarin Pharmaceutical, Inc. (b)		500,556
	12,210	Genomic Health, Inc. (b)		423,565
	11,970	Medivation, Inc. (b)		674,629
	10,430	Onyx Pharmaceuticals, Inc. (b)		881,335
	31,680	Spectrum Pharmaceuticals,
		Inc. (a)(b)		370,656
				3,131,721
		Building Products - 0.77%
	22,060	Fortune Brands Home & Security,
		Inc. (b)		595,841
		Capital Markets - 2.12%
	71,890	FXCM, Inc. (a)		686,550
	18,700	Invesco Ltd.		467,313
	13,190	Raymond James Financial, Inc.		483,413
				1,637,276
		Chemicals - 2.45%
	10,670	Ashland, Inc.		763,972
	2,100	Innophos Holdings, Inc.		101,829
	18,370	Innospec, Inc. (b)		623,110
	8,780	Rockwood Holdings, Inc.		409,148
				1,898,059

Number of Shares					Value
		Commercial Banks - 4.36%
	84,110	FirstMerit Corp.	$	1,238,940
	222,970	Huntington Bancshares, Inc.		1,538,493
	13,040	IBERIABANK Corp.		597,232
				3,374,665
		Commercial Services & Supplies - 0.83%
	9,420	Multi-Color Corp.		218,167
	13,960	Waste Connections, Inc.		422,290
				640,457
		Communications Equipment - 3.05%
	29,120	Acme Packet, Inc. (a)(b)		497,952
	33,320	ADTRAN, Inc. (a)		575,769
	37,900	Juniper Networks, Inc. (b)		648,469
	16,620	NetGear, Inc. (b)		633,887
				2,356,077
		Computers & Peripherals - 0.97%
	32,330	NCR Corp. (b)		753,612
		Construction & Engineering - 1.15%
	29,910	KBR, Inc.		891,916
		Construction Materials - 0.76%
	7,140	Martin Marietta Materials, Inc. (a)		591,692
		Consumer Finance - 1.38%
	62,390	DFC Global Corp. (b)		1,069,988
		Containers & Packaging - 1.86%
	18,100	AptarGroup, Inc.		935,951
	6,990	Rock-Tenn Co. (a)		504,538
				1,440,489
		Diversified Financial Services - 2.07%
	48,070	Interactive Brokers Group, Inc.		673,942
	26,730	NASDAQ OMX Group, Inc.		622,675
	9,100	Nationstar Mortgage Holdings, Inc. (b)		301,938
				1,598,555
		Diversified Telecommunication Services - 0.71%
	11,770	Cogent Communications Group,
		Inc. (b)		270,592
	57,190	Frontier Communications Corp. (a)		280,231
				550,823
		Electric Utilities - 2.42%
	8,750	ITC Holdings Corp.		661,325
	22,150	Portland General Electric Co.		598,936
	16,960	UIL Holdings Corp.		608,186
				1,868,447

See notes to financial statements.

42

GuideMark^SM Small/Mid Cap Core Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Number of Shares					Value
		COMMON STOCKS (Continued)
		Electrical Equipment - 2.07%
	32,520	AMETEK, Inc.	$	1,152,834
	6,390	Regal Beloit Corp.		450,367
				1,603,201
		Energy Equipment & Services - 3.48%
	12,700	Forum Energy Technologies, nc. (b)		308,864
	4,850	Oil States International, Inc. (a)(b)		385,381
	4,070	OYO Geospace Corp. (b)		498,209
	40,900	Pacific Drilling SA (b)		407,773
	13,120	Rowan Companies, Inc. (b)		443,062
	13,350	Tidewater, Inc.		647,876
				2,691,165
		Food & Staples Retailing - 0.95%
	12,510	United Natural Foods, Inc. (b)		731,209
		Food Products - 0.34%
	9,690	Hillshire Brands Co.		259,498
		Gas Utilities - 0.80%
	17,230	Atmos Energy Corp.		616,662
		Health Care Equipment & Supplies - 2.60%
	10,420	Hospira, Inc. (b)		341,984
	20,860	Mako Surgical Corp. (a)(b)		363,173
	10,970	Sirona Dental Systems, Inc. (b)		624,851
	13,010	Thoratec Corp. (b)		450,146
	10,300	Wright Medical Group, Inc. (a)(b)		227,733
				2,007,887
		Health Care Providers & Services - 1.82%
	3,530	MEDNAX, Inc. (b)		262,809
	13,980	Patterson Companies, Inc.		478,675
	14,600	Universal Health Services, Inc.		667,658
				1,409,142
		Hotels, Restaurants & Leisure - 1.83%
	22,360	Hyatt Hotels Corp. (b)		897,754
	11,990	Penn National Gaming, Inc. (b)		516,769
				1,414,523
		Household Durables - 0.76%
	11,200	Jarden Corp.		591,808
		Household Products - 0.66%
	6,890	Energizer Holdings, Inc. (b)		514,063
		Industrial Conglomerates - 1.39%
	20,690	Carlisle Companies, Inc.		1,074,225

Number of Shares					Value
		Insurance - 4.55%
	41,400	Axis Capital Holdings Ltd.	$	1,445,688
	15,300	Platinum Underwriters Holdings Ltd.		625,311
	25,010	Reinsurance Group of America		1,447,329
				3,518,328
		Internet Software & Services - 1.05%
	5,590	Broadsoft, Inc. (b)		229,302
	57,210	Responsys, Inc. (b)		585,258
				814,560
		IT Services - 2.82%
	14,590	ExlService Holdings, Inc. (b)		430,405
	45,400	Genpact Ltd. (b)		757,272
	12,630	Global Paynments, Inc.		528,313
	43,380	Sapient Corp. (b)		462,431
				2,178,421
		Life Sciences Tools & Services - 1.10%
	9,660	Charles River Laboratories (b)		382,536
	6,470	Techne Corp.		465,452
				847,988
		Machinery - 3.79%
	32,430	Colfax Corp. (a)(b)		1,189,208
	2,360	Commercial Vehicle Group, Inc. (b)		17,346
	4,970	Flowserve Corp.		634,868
	18,640	Nordson Corp.		1,092,677
				2,934,099
		Media - 2.42%
	54,960	Cablevision Systems Corp.		871,116
	71,390	Regal Entertainment Group (a)		1,004,457
				1,875,573
		Metals & Mining - 0.84%
	6,520	Royal Gold, Inc.		651,087
		Multi-Utilities - 0.97%
	13,520	OGE Energy Corp.		749,819
		Oil & Gas - 2.92%
	11,970	Berry Petroleum Co.		486,341
	5,210	Concho Resources, Inc. (b)		493,648
	29,800	Denbury Resources, Inc. (b)		481,568
	21,200	Nordic American Tanker Shipping
		Ltd. (a)		213,696
	22,400	Western Refining, Inc.		586,432
				2,261,685

See notes to financial statements.

43

GuideMark^SM Small/Mid Cap Core Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Number of Shares					Value
		COMMON STOCKS (Continued)
		Personal Products - 0.27%
	5,290	Nu Skin Enterprises, Inc.	$	205,411
		Pharmaceuticals - 1.20%
	3,410	Medicis Pharmaceutical Corp.		147,551
	4,870	Par Pharmaceutical Companies,
		Inc. (b)		243,403
	36,520	Synta Pharmaceuticals Corp. (a)(b)		278,282
	9,890	Theravance, Inc. (a)(b)		256,250
				925,486
		Retail - Apparel - 1.35%
	11,110	PVH Corp.		1,041,229
		Road & Rail - 0.63%
	7,240	Genesee & Wyoming, Inc. (a)(b)		484,066
		Semiconductor & Semiconductor
		Equipment - 2.51%
	9,900	Cirrus Logic, Inc. (b)		380,061
	18,430	M/A-Com Technology Solutions
		Holdings (b)		234,061
	31,480	Monolithic Power Systems (b)		621,730
	28,100	NXP Semiconductors NV (b)		702,781
				1,938,633
		Software - 4.50%
	15,200	Allot Communications Ltd. (b)		403,104
	25,300	Aspen Technology, Inc. (b)		654,005
	13,900	BMC Software, Inc. (b)		576,711
	23,560	Bottomline Technologies, Inc. (b)		581,696
	14,700	Check Point Software Technologies
		Ltd. - ADR (b)		707,952
	16,340	Opnet Technologies, Inc.		556,704
				3,480,172
		Specialty Retail - 3.03%
	24,650	GNC Holdings, Inc.		960,610
	34,900	Sally Beauty Holdings, Inc. (b)		875,641
	43,740	Staples, Inc.		503,885
				2,340,136
		Textiles, Apparel & Luxury Goods - 1.49%
	22,290	Hanesbrands, Inc. (b)		710,605
	5,970	Lululemon Athletica, Inc. (a)(b)		441,422
				1,152,027

Number of Shares					Value
		Trading Companies & Distributors - 0.99%
	13,450	Wesco International, Inc. (b)	$	769,340
		Water Utilities - 0.97%
	20,260	American Water Works Co., Inc.		750,836
		Wireless Telecommunication Services - 0.63%
	5,780	Leap Wireless International,
		Inc. (b)		39,420
	7,150	SBA Communications Corp. (b)		449,735
				489,155
		Total Common Stocks
		(Cost $62,048,612)		69,443,872
		REAL ESTATE INVESTMENT TRUSTS - 7.72%
		Real Estate Investment Trusts - 7.72%
	27,960	American Campus
		Communities, Inc.		1,226,885
	80,810	Douglas Emmett, Inc.		1,864,287
	36,760	Extra Space Storage, Inc.		1,222,270
	26,120	Post Properties, Inc.		1,252,715
	28,040	Redwood Trust, Inc.		405,458
		Total Real Estate Investment Trusts
		(Cost $5,092,975)		5,971,615
		SHORT TERM INVESTMENTS - 1.53%
		Money Market Funds - 1.53%
		Federated Prime Obligations Fund
	1,183,067	0.15%, 01/01/2050		1,183,067
		Total Short Term Investments
		(Cost $1,183,067)		1,183,067
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 7.11%
		Money Market Funds - 7.03%
	5,435,318	First American Government
		Obligations Fund		5,435,318
		Effective Yield, 0.02%
	6,386	Reserve Primary Fund (c)		247
		Total Money Market Funds
		(Cost $5,440,825)		5,435,565

See notes to financial statements.

44

GuideMark^SM Small/Mid Cap Core Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount						Value
		Cash - 0.08%
$	64,569	Cash		$	64,569
		Total Cash (Cost $64,569)			64,569
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $5,505,394)			5,500,134
		Total Investments
		(Cost $73,830,048) - 106.15%			82,098,688
		Liabilities in Excess of
		Other Assets - (6.15)%	.		(4,759,766)
		TOTAL NET
		ASSETS - 100.00%		$	77,338,922

Percentages are stated as a percent of net assets.
ADR - American Depositary Receipt
(a)	All or portion of this security is on loan.
(b)	Non-income producing security.
(c)	As of September 30, 2012, the Fund has fair valued this security and deemed it illiquid. The value of this security was $247, which represents 0.00% of total net assets.

See notes to financial statements.

45

GuideMark^SM World ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2012

Number of Shares					Value
		COMMON STOCKS - 94.09%
		Australia - 6.05%
	95,579	Australia and New Zealand Banking
		Group Ltd.	$	2,442,582
	42,774	BHP Billiton Ltd.		1,461,540
	42,484	Commonwealth Bank of Australia		2,446,150
	32,801	CSL Ltd.		1,560,141
	128,723	Fortescue Metals Group Ltd.		461,481
	89,380	Goodman Group		365,318
	34,300	Iluka Resources Ltd.		350,613
	19,888	Medusa Mining Ltd.		124,012
	149,344	Mirvac Group		220,869
	32,412	Newcrest Mining Ltd.		974,341
	30,610	Oil Search Ltd.		234,475
	74,364	Origin Energy Ltd.		871,328
	150,161	SP AusNet (b)		162,793
	197,506	Spark Infrastructure Group		333,234
	308,170	Sydney Airport (b)		1,008,654
	69,236	Transurban Group		429,283
	108,496	Treasury Wine Estates Ltd.		563,982
	105,701	Westfield Group (b)		1,110,749
	11,673	Woodside Petroleum Ltd.		399,317
	26,150	Woolworths Ltd.		778,669
				16,299,531
		Belgium - 1.18%
	9,706	Anheuser-Busch InBev NV		830,335
	25,773	KBC Groep NV		618,962
	6,400	UCB SA		352,183
	26,510	Umicore SA		1,387,766
				3,189,246
		Bermuda - 0.36%
	543,000	COSCO Pacific Ltd.		755,423
	192,000	Noble Group Ltd.		206,078
				961,501
		Brazil - 1.82%
	31,700	Banco do Brasil SA		387,796
	54,200	BM&FBovespa SA		326,443
	22,300	Cia de Saneamento Basico do
		Estado de Sau Paulo		907,400
	26,700	Cia Hering		596,758
	55,400	Embraer SA		369,197
	110,000	Petroleo Brasileiro SA		1,258,848
	35,900	Qualicorp SA (b)		345,320

Number of Shares					Value
		Brazil (Continued)
	34,400	Raia Drogasil SA	$	391,131
	14,000	Ultrapar Participacoes SA		313,252
				4,896,145
		Canada - 8.44%
	2,900	Agrium, Inc. (b)		300,885
	30,100	Alamos Gold, Inc. (b)		585,099
	13,500	Alimentation Couche Tard, Inc. (b)		620,415
	13,600	Bank of Montreal (b)		803,743
	12,600	Baytex Energy Corp. (b)		598,792
	16,400	Brookfield Asset Management,
		Inc. - Class A (b)		566,185
	8,000	Canadian National Railway Co. (b)		707,883
	38,600	Cenovus Energy, Inc. (b)		1,347,133
	15,100	Crescent Point Energy Corp. (b)		668,602
	18,600	Dollarama, Inc. (b)		1,187,214
	65,920	Eldorado Gold Corp. (b)		1,005,127
	35,400	First Quantum Minerals Ltd.		754,379
	4,400	Franco Nevada Corp.		259,363
	14,400	Goldcorp, Inc. (b)		661,190
	10,000	Imperial Oil Ltd. (b)		460,279
	13,900	Intact Financial Corp. (b)		845,509
	68,600	Manulife Financial Corp. (b)		826,884
	5,516	NovaTek OAO (b)		654,851
	13,100	Open Text Corp. (b)		722,359
	31,600	Petrominerales Ltd. (b)		255,860
	15,600	Potash Corp. of Saskatchewan,
		Inc. - ADR		677,352
	33,500	Royal Bank Of Canada (b)		1,926,650
	26,300	Silver Wheaton Corp. (b)		1,045,473
	27,800	Suncor Energy, Inc. (b)		914,507
	22,800	Toronto-Dominion Bank (b)		1,901,508
	24,700	TransCanada Corp. (b)		1,124,075
	24,200	Valeant Pharmaceuticals
		International, Inc. (b)		1,335,665
				22,756,982
		Cayman Islands - 0.96%
	4,500	Baidu, Inc. - ADR (b)		525,690
	166,000	Lifestyle International Holdings Ltd.		342,168
	147,800	Sands China Ltd.		547,211
	250,000	Soho China Ltd.		153,871
	30,000	Tencent Holdings Ltd.		1,015,671
				2,584,611

See notes to financial statements.

46

GuideMark^SM World ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Number of Shares					Value
		COMMON STOCKS (Continued)
		Chile - 0.06%
	42,800	Empresas CMPC SA	$	168,529
		China - 1.78%
	416,000	Bank of China Ltd.		157,468
	1,949,000	China Construction Bank Corp.		1,344,207
	534,000	China Oilfield Services, Ltd.		967,048
	573,000	China Railway Construction Corp.
		Ltd.		510,089
	294,000	Jiangxi Copper Co.		738,040
	522,000	Petrochina Co.		674,854
	56,000	Tsingtao Brewery		307,827
	22,079	Yantai Changyu Pioneer Wine Co.
		Ltd. - Class B (b)		108,773
				4,808,306
		Colombia - 0.07%
	12,610	Bancolombia SA		184,970
		Czech Republic - 0.26%
	3,550	Komercni Banka AS		704,692
		Denmark - 1.53%
	86	A.P. Moller - Maersk Group		614,836
	44,725	Danske Bank A/S (b)		806,023
	17,212	Novo Nordisk A/S		2,708,721
				4,129,580
		France - 5.91%
	3,204	Air Liquide SA		397,139
	11,840	Alstom SA		414,490
	7,700	Arkema SA		720,738
	4,015	AtoS		279,351
	40,448	BNP Paribas SA		1,917,683
	3,525	Christian Dior SA		472,183
	3,299	Cie Generale des Etablissements
		Michelin		258,317
	5,250	Cie Generale d’Optique Essilor
		International SA		491,274
	4,800	Eutelsat Communications SA		154,222
	22,300	GDF Suez SA		497,112
	1,283	Iliad SA		208,799
	6,185	L’Oreal SA		764,720
	6,926	LVMH Moet Hennessy Louis
		Vuitton SA		1,039,718
	4,950	PPR SA		759,728
	6,600	Renault SA		309,251
	17,530	Safran SA		630,547

Number of Shares					Value
		France (Continued)
	17,511	Saint-Gobain SA	$	612,922
	41,328	Sanofi-Aventis SA		3,536,705
	18,363	Schneider Electric SA		1,085,683
	20,619	Societe Generale SA (b)		584,300
	9,580	Vinci SA		407,610
	19,246	Vivendi SA		375,047
				15,917,539
		Germany - 5.86%
	7,700	Adidas AG		631,872
	16,258	Allianz SE		1,938,986
	14,715	Bayer AG		1,265,338
	11,840	Bayerische Motoren Werke AG		868,223
	5,540	Beiersdorf AG		406,884
	2,600	Brenntag AG		333,160
	2,253	Continental AG (b)		220,962
	8,874	Deutsche Boerse AG		491,067
	15,131	Deutsche Post AG		295,595
	40,579	Deutsche Telekom AG		499,031
	17,949	GEA Group AG		544,192
	7,272	HeidelbergCement AG		381,953
	10,193	Henkel AG & Co. KGaA		778,962
	13,558	Lanxess AG		1,126,206
	3,287	Linde AG		566,547
	26,100	ProSiebenSat.1 Media AG		657,998
	35,880	RWE AG		1,605,560
	27,634	SAP AG		1,966,529
	6,668	Volkswagen AG		1,219,212
				15,798,277
		Hong Kong - 3.75%
	338,400	AIA Group Ltd.		1,253,918
	67,000	Beijing Enterprises Holdings Ltd.		445,784
	146,000	BOC Hong Kong Holdings Ltd.		461,739
	25,000	China Mobile Ltd		277,148
	216,000	China Resources Gas Group Ltd.		439,849
	82,000	China Resources Power Holdings
		Co. Ltd.		179,342
	228,000	China Unicom Hong Kong Ltd.		371,551
	518,000	CNOOC Ltd.		1,051,716
	130,000	Galaxy Entertainment Group Ltd. (b)		431,911
	88,000	Henderson Land Development
		Co. Ltd.		630,208
	52,000	Hengan International Group Co. Ltd.		489,892
	782,800	HKT Trust And HKT Ltd. (b)		663,791

See notes to financial statements.

47

GuideMark^SM World ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Number of Shares					Value
		COMMON STOCKS (Continued)
		Hong Kong (Continued)
	723,000	Industrial & Commercial Bank
		of China	$	424,242
	170,000	Kunlun Energy Co. Ltd.		296,425
	612,000	Lenovo Group Ltd.		504,533
	50,500	Orient Overseas International Ltd.		276,755
	14,000	Shangri-La Asia Ltd.		27,076
	69,000	Sun Hung Kai Properties Ltd.		1,003,981
	89,000	Wharf Holdings Ltd.		615,417
	28,000	Wing Hang Bank Ltd.		262,172
				10,107,450
		Hungary - 0.09%
	127,880	Magyar Telekom		245,540
		Indonesia - 1.02%
	742,500	Bank Mandiri Tbk PT		633,583
	1,444,000	Bank Rakyat Indonesia Persero
		Tbk PT		1,119,200
	2,007,000	Media Nusantara Citra Tbk PT		543,702
	161,500	Telekomunikasi Indonesia Persero
		Tbk PT		158,532
	642,000	Tower Bersama Infrastructure
		Tbk PT (b)		298,141
				2,753,158
		Ireland - 0.17%
	23,600	Elan Corp. (b)		253,539
	23,111	James Hardie Industries Plc		207,571
				461,110
		Israel - 0.20%
	45,000	Israel Chemicals Ltd.		546,557
		Italy - 1.91%
	92,699	Eni S.p.A.		2,032,284
	85,940	Fiat Industrial S.p.A.		841,627
	34,286	Saipem S.p.A.		1,652,254
	427,800	Telecom Italia S.p.A.		429,748
	227,400	Telecom Italia S.p.A.		199,199
				5,155,112
		Japan - 13.16%
	14,000	Air Water, Inc.		171,340
	9,400	Aisin Seiki Co. Ltd.		267,706
	19,000	Ajinomoto Co, Inc.		297,603
	56,000	Asahi Kasei Corp.		288,660
	16,800	Astellas Pharma, Inc.		851,423

Number of Shares					Value
		Japan (Continued)
	28,200	Bridgestone Corp.	$	654,022
	24,200	Canon, Inc.		776,764
	30,000	Chiyoda Corp.		466,077
	21,200	Chubu Electric Power Co., Inc.		275,279
	10,800	Credit Saison Co.		260,926
	17,000	Daihatsu Motor Co.		283,247
	19,000	Daiichi Sankyo Company, Ltd.		312,972
	4,100	Daito Trust Construction Co. Ltd.		411,575
	5,500	Dena Co. Ltd.		182,451
	14,500	Denso Corp.		455,597
	8,900	East Japan Railway Co.		588,869
	1,700	Fast Retailing Co.		394,805
	49,000	Fuji Heavy Industries Ltd.		408,243
	9,300	Hitachi High-Technologies Corp.		224,521
	110,000	Hitachi Ltd.		610,842
	15,000	Hitachi Metals Ltd.		133,637
	30,000	Honda Motor Co. Ltd.		927,161
	98	Inpex Corp.		582,585
	45,800	ITOCHU Corp.		462,365
	2,000	Japan Airlines Co. Ltd.		93,542
	46,900	Japan Tobacco, Inc.		1,403,893
	24,200	JS Group Corp.		576,689
	15,500	JSR Corp.		253,662
	40,800	JX Holdings, Inc.		222,873
	6,700	Kakaku.com, Inc.		251,138
	26,000	Kamigumi Co. Ltd.		214,837
	12,200	Kao Corp.		358,696
	2,220	Keyence Corp.		568,502
	23,500	Konica Minolta Holdings, Inc.		180,778
	55,000	Kubota Corp.		555,077
	5,100	Kyocera Corp.		441,910
	4,100	Lawson, Inc.		314,734
	8,800	Makita Corp.		340,638
	32,900	Mitsubishi Corp.		595,913
	41,000	Mitsubishi Estate Co. Ltd.		783,925
	95,000	Mitsubishi Heavy Industries Ltd.		410,843
	315,300	Mitsubishi UFJ Financial Group, Inc.		1,475,463
	4,580	Mitsubishi UFJ Lease & Finance
		Co. Ltd.		192,823
	64,200	Mitsui & Co. Ltd.		900,705
	11,000	Mitsui Fudosan Co., Ltd.		219,809
	10,300	MS&AD Insurance Group Holdings		177,803
	8,800	Murata Manufacturing Co. Ltd.		468,482
	21,000	NHK Spring Co. Ltd.		180,444

See notes to financial statements.

48

GuideMark^SM World ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Number of Shares					Value
		COMMON STOCKS (Continued)
		Japan (Continued)
	13,000	Nippon Shokubai Co.	$	145,394
	56,800	Nissan Motor Co.		483,408
	14,400	Nitto Denko Corp.		685,438
	10,600	Nomura Research Institute Ltd.		218,450
	42,000	NSK Ltd.		243,931
	277	NTT DoCoMo, Inc.		447,542
	8,700	Olympus Corp.		169,857
	9,170	ORIX Corp.		918,464
	44,600	Rakuten, Inc.		453,495
	9,000	Ricoh Co.		76,003
	23,000	Rohto Pharmaceutical Co. Ltd.		347,811
	28,000	Sekisui House Ltd.		277,968
	25,000	Shimadzu Corp.		175,467
	7,900	Shin-Etsu Chemical Co. Ltd.		443,973
	239,000	Shinsei Bank		308,735
	2,200	SMC Corp.		354,054
	33,200	Softbank Corp.		1,342,327
	26,500	Sony Financial Holdings, Inc.		451,819
	57,000	Sumitomo Chemical Co. Ltd.		145,209
	22,300	Sumitomo Electric Industries Ltd.		235,837
	41,800	Sumitomo Mitsui Financial
		Group, Inc.		1,302,412
	3,900	Sysmex Corp.		187,529
	17,500	Takeda Pharmaceutical Co., Ltd.		805,133
	9,700	TDK Corp.		360,706
	16,300	Tokio Marine Holdings, Inc.		414,779
	50,000	Tokyo Tatemono Co.		195,103
	42,000	Toray Industries, Inc.		248,474
	46,600	Toyota Motor Corp.		1,827,154
	12,000	West Japan Railway		512,463
	5,130	Yamada Denki Co.		225,038
				35,475,822
		Jersey - 0.57%
	34,140	United Business Media Ltd.		386,710
	16,100	Wolseley Plc		688,695
	34,069	WPP Plc		464,051
				1,539,456
		Luxembourg - 0.15%
	27,600	ArcelorMittal		397,287

Number of Shares					Value
		Malaysia - 0.39%
	101,000	CIMB Group Holdings Bhd	$	247,380
	167,000	IJM Corp. Bhd		257,444
	242,000	Maxis Communications Bhd		547,450
				1,052,274
		Mexico - 0.91%
	886,600	America Movil SAB de CV		1,129,624
	53,600	Arca Continental SAB de CV		379,563
	35,500	Fomento Economico Mexicano
		SAB de CV		326,903
	124,900	Grupo Mexico SAB de CV		412,784
	76,200	Wal-Mart de Mexico SAB de CV		214,598
				2,463,472
		Netherlands - 2.12%
	171,700	AEGON NV		892,632
	4,321	Akzo Nobel NV		243,993
	7,700	ASML Holding NV		411,861
	7,269	Gemalto NV		639,301
	30,316	Koninklijke Philips Electronics NV		707,802
	40,863	Reed Elsevier NV		545,020
	59,300	STMicroelectronics NV		320,055
	54,849	Unilever NV		1,945,276
				5,705,940
		New Zealand - 0.12%
	54,850	Fletcher Building Ltd.		315,728
		Nigeria - 0.09%
	38,345	Guaranty Trust Bank Plc - ADR (b)		237,739
		Norway - 0.64%
	28,580	Aker Solutions ASA		544,439
	17,400	DnB ASA		213,149
	43,800	Orkla ASA		333,719
	32,520	Telenor ASA		634,715
				1,726,022
		Philippines - 0.06%
	44,000	Security Bank Corp.		172,693
		Republic of Korea - 4.38%
	5,600	Daelim Industrial		474,126
	12,200	Hana Financial Group, Inc.		372,085
	6,354	Hyundai Motor Co.		1,433,190
	10,900	KB Financial Group, Inc.		386,355
	6,910	Kia Motors Corp. (b)		429,342
	600	Korea Zinc Co. Ltd.		261,132

See notes to financial statements.

49

GuideMark^SM World ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Number of Shares					Value
		COMMON STOCKS (Continued)
		Republic of Korea (Continued)
	52,223	Korean Reinsurance Co.	$	554,070
	2,900	LG Chemical Ltd.		857,272
	1,158	LG Household & Health Care Ltd.		659,486
	67,900	LG Uplus Corp.		443,039
	1,900	NcSoft Corp.		405,840
	500	Orion Corp.		436,486
	2,728	POSCO		892,758
	4,900	Samsung C&T Corp.		289,059
	2,887	Samsung Electronics Co. Ltd.		3,479,119
	8,020	Shinhan Financial Group Co. Ltd.		272,588
	1,200	SK Telecom Co. Ltd.		157,628
				11,803,575
		Russian Federation - 1.61%
	95,835	Gazprom OAO - ADR (b)		931,864
	18,330	Lukoil OAO (b)		1,154,790
	37,540	Mobile TeleSystems OJSC - ADR		657,701
	447,990	Sberbank of Russia (b)		1,311,218
	14,300	Sistema JSFC (b)		291,970
				4,347,543
		Singapore - 0.95%
	81,000	DBS Group Holdings Ltd.		946,100
	162,000	Global Logistic Properties Ltd.		330,223
	193,000	Singapore Telecommunications Ltd.		502,562
	49,581	United Overseas Bank Ltd.		790,668
				2,569,553
		South Africa - 1.66%
	14,960	AngloGold Ashanti Ltd.		521,488
	34,100	Aspen Pharmacare Holdings Ltd.		586,794
	44,800	AVI Ltd.		321,274
	10,400	Bidvest Group Ltd.		257,280
	131,600	Firstrand Ltd.		441,084
	10,300	MTN Group Ltd.		198,843
	266,900	Nampak Ltd.		917,138
	17,090	Naspers Ltd.		1,059,956
	10,500	The Foschini Group Ltd.		159,556
				4,463,413
		Spain - 1.53%
	17,500	Amadeus IT Holding SA		407,994
	233,783	Banco Bilbao Vizcaya
		Argentaria SA		1,839,372

Number of Shares					Value
		Spain (Continued)
	22,600	Gas Natural SDG SA	$	319,805
	16,086	Grifols SA - ADR (a)(b)		367,243
	264,100	Iberdrola SA		1,197,432
				4,131,846
		Sweden - 1.42%
	22,200	Assa Abloy AB		720,770
	27,295	ForeningsSparbank AB (b)		513,391
	36,800	H & M Hennes & Mauritz AB		1,280,757
	23,200	Sandvik AB		315,543
	20,400	Svenska Cellulosa AB		379,274
	15,200	Swedish Match AB		615,321
				3,825,056
		Switzerland - 5.51%
	14,033	Adecco SA		669,849
	34,534	Credit Suisse Group AG		730,195
	81,208	Nestle SA		5,124,012
	1,030	Partners Group Holding AG		214,434
	11,648	Roche Holding AG		2,178,720
	4,835	Schindler Holding AG		595,296
	192	SGS SA		394,835
	1,009	Swisscom AG		406,204
	2,242	Syngenta AG		838,693
	1,194	The Swatch Group AG		476,829
	12,770	Transocean Ltd.		571,706
	120,144	UBS AG		1,462,965
	4,741	Zurich Financial Services AG		1,181,966
				14,845,704
		Taiwan - 1.70%
	74,328	Advanced Semiconductor
		Engineering, Inc.		56,875
	23,000	Asustek Computer, Inc.		248,984
	321,000	Far EasTone Telecommunications
		Co. Ltd.		792,139
	61,000	Giant Manufacturing Co. Ltd.		322,856
	166,500	Hon Hai Precision Industry Co. Ltd.		521,319
	47,000	Mediatek, Inc.		494,865
	112,000	Novatek Microelectronics Corp.		403,296
	45,000	Taiwan Mobile Co.		164,103
	513,000	Taiwan Semiconductor
		Manufacturing Co. Ltd.		1,578,129
				4,582,566

See notes to financial statements.

50

GuideMark^SM World ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Number of Shares					Value
		Thailand - 0.60%
	149,700	Bangkok Bank PCL	$	964,090
	108,100	Kasikornbank PCL		638,969
				1,603,059
		Turkey - 0.33%
	12,100	Anadolu Efes Biracilik Ve Malt
		Sanayii AS		179,775
	45,011	Aygaz AS		191,683
	66,600	Turkiye Halk Bankasi AS		519,234
				890,692
		United Kingdom - 14.77%
	8,472	Anglo American Plc		249,402
	35,177	Aviva Plc		181,772
	533,656	Barclays Plc		1,853,182
	87,930	BG Group Plc		1,779,244
	72,299	BHP Billiton Plc		2,257,764
	355,446	BP Plc		2,505,858
	56,283	British American Tobacco Plc		2,892,021
	93,400	BT Group Plc		348,172
	13,500	Bunzl Plc		242,095
	22,180	Burberry Group Plc		359,141
	22,400	Capita Plc		280,541
	258,201	Centrica Plc		1,366,303
	64,120	Diageo Plc		1,805,506
	29,900	Experian Plc		497,858
	76,133	GlaxoSmithKline Plc		1,757,354
	17,116	Hikma Pharmaceuticals Plc		200,947
	276,830	HSBC Holdings Plc		2,571,691
	17,800	IMI Plc		259,305
	6,200	Intertek Group		274,877
	37,300	Investec Plc		230,924
	280,700	ITV Plc		401,271
	26,316	Johnson Matthey Plc		1,027,893
	71,000	Kingfisher Plc		303,524
	310,930	Legal & General Group Plc		663,808
	1,348,300	Lloyds Banking Group Plc (b)		848,969
	8,000	Next Plc		446,313
	39,000	Ophir Energy Plc (b)		383,163
	19,860	Pearson Plc		388,236
	2,900	Randgold Resources		356,737
	54,000	Rolls-Royce Holdings Plc (b)		736,654
	77,649	Royal Dutch Shell Plc		2,712,348
	29,689	SABMiller Plc		1,306,322
	64,800	Sage Group Plc		328,350

Number of Shares					Value
		United Kingdom (Continued)
	14,738	Serco Group	$	138,217
	52,000	SSE Plc		1,170,143
	25,672	Standard Chartered PLC		581,701
	42,027	Tullow Oil Plc		932,336
	33,440	Unilever Plc		1,220,963
	1,309,678	Vodafone Group Plc		3,721,635
	43,000	William Hill Plc		220,302
				39,802,842
		Total Common Stocks
		(Cost $241,634,289)		253,621,118
		INVESTMENT COMPANIES - 1.35%
		India - 1.35%
	194,800	PowerShares India Portfolio (a)		3,656,396
		Total Investment Companies
		(Cost $4,406,954)		3,656,396
		PREFERRED STOCKS - 1.74%
		Brazil - 1.56%
	34,700	Banco Bradesco SA		556,124
	20,900	Cia de Bebidas das Americas		796,412
	40,900	Gerdau SA		387,161
	60,900	Itau Unibanco Holding SA		922,249
	50,900	Petroleo Brasileiro SA		561,162
	56,100	Vale SA		974,918
				4,198,026
		Colombia - 0.18%
	8,078	Bancolombia SA (a)		482,337
		Total Preferred Stocks
		(Cost $5,565,617)		4,680,363
		REAL ESTATE INVESTMENT TRUSTS - 0.48%
		France - 0.31%
	4,100	Unibail-Rodamco SE		816,989
		United Kingdom - 0.17%
	55,200	British Land Co. Plc		466,230
		Total Real Estate Investment Trusts
		(Cost $1,261,166)		1,283,219
		SHORT TERM INVESTMENTS - 1.62%
		Money Market Funds - 1.62%
		Federated Prime Obligations Fund
	4,372,258	0.15%, 01/01/2050		4,372,258
		Total Short Term Investments
		(Cost $4,372,258)		4,372,258

See notes to financial statements.

51

GuideMark^SM World ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Number of Shares					Value
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 0.51%
		Money Market Funds - 0.51%
	1,387,400	First American Government
		Obligations Fund	$	1,387,400
		Effective Yield, 0.02%
	5,588	Reserve Primary Fund (c)		216
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $1,392,223)		1,387,616
		Total Investments
		(Cost $258,632,507) - 99.79%		269,000,970
		Other Assets in Excess
		of Liabilities - 0.21%		556,025
		TOTAL NET
		ASSETS - 100.00%	$	269,556,995

Percentages are stated as a percent of net assets.
ADR - American Depositary Receipt
(a)	All or portion of this security is on loan.
(b)	Non-income producing security.
(c)	As of September 30, 2012, the Fund has fair valued this security and deemed it illiquid. The value of this security was $216, which represents 0.00% of total net assets.

See notes to financial statements.

52

GuideMark^SM Opportunistic Equity Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2012

Number of Shares					Value
		COMMON STOCKS - 93.00%
		Aerospace & Defense - 3.55%
	10,820	BE Aerospace, Inc. (b)	$	455,522
	175,000	Exelis, Inc.		1,809,500
	26,600	Hexcel Corp. (b)		638,932
	28,145	United Technologies Corp.		2,203,472
				5,107,426
		Airlines - 1.28%
	210,510	Southwest Airlines Co.		1,846,173
		Beverages - 0.86%
	17,395	PepsiCo, Inc.		1,231,044
		Biotechnology - 1.23%
	18,270	Celgene Corp. (b)		1,395,828
	6,710	Medivation, Inc. (b)		378,176
				1,774,004
		Capital Markets - 2.18%
	10,460	Ameriprise Financial, Inc.		592,977
	198,115	The Charles Schwab Corp.		2,533,891
				3,126,868
		Chemicals - 2.27%
	19,160	Air Products & Chemicals, Inc.		1,584,532
	4,900	Monsanto Co.		445,998
	6,360	PPG Industries, Inc.		730,383
	6,840	Westlake Chemical Corp. (a)		499,730
				3,260,643
		Commercial Banks - 1.33%
	55,410	Wells Fargo & Co.		1,913,307
		Communications Equipment - 1.92%
	33,105	Cisco Systems, Inc.		631,975
	31,000	Motorola Solutions, Inc.		1,567,050
	8,960	Qualcomm, Inc.		559,910
				2,758,935
		Computers & Peripherals - 4.11%
	4,845	Apple, Inc.		3,232,874
	24,100	EMC Corp. (b)		657,207
	9,755	International Business Machines
		Corp.		2,023,675
				5,913,756
		Containers & Packaging - 1.32%
	123,000	Sealed Air Corp.		1,901,580

Number of Shares					Value
		Diversified Consumer Services - 1.62%
	134,000	H&R Block, Inc.	$	2,322,220
		Diversified Financial Services - 4.01%
	153,000	Bank of America Corp.		1,350,990
	56,215	Citigroup, Inc.		1,839,355
	63,760	JPMorgan Chase & Co.		2,581,005
				5,771,350
		Energy Equipment & Services - 0.73%
	13,330	Halliburton Co.		449,088
	7,480	National-Oilwell Varco, Inc.		599,223
				1,048,311
		Food & Staples Retailing - 1.58%
	72,435	SYSCO Corp.		2,265,042
		Food Products - 4.89%
	85,580	ConAgra Foods, Inc.		2,361,152
	32,005	General Mills, Inc.		1,275,399
	12,040	Hershey Co.		853,516
	33,790	Kraft Foods, Inc.		1,397,217
	15,695	Ralcorp Holdings, Inc. (b)		1,145,735
				7,033,019
		Health Care Equipment & Supplies - 5.51%
	28,950	Arthrocare Corp. (b)		937,980
	32,310	Baxter International, Inc.		1,947,001
	228,035	Boston Scientific Corp. (b)		1,308,921
	37,000	CareFusion Corp. (b)		1,050,430
	45,795	Medtronic, Inc.		1,974,680
	7,470	The Cooper Companies, Inc.		705,616
				7,924,628
		Health Care Providers & Services - 0.88%
	22,910	UnitedHealth Group, Inc.		1,269,443
		Hotels, Restaurants & Leisure - 2.80%
	63,000	Marriott Vacations Worldwide (b)		2,269,260
	14,050	McDonald’s Corp.		1,289,087
	9,240	Starbucks Corp.		468,930
				4,027,277
		Household Durables - 1.20%
	807	NVR, Inc. (b)		681,512
	13,670	Stanley Black & Decker, Inc.		1,042,337
				1,723,849
		Household Products - 1.12%
	18,855	Kimberly-Clark Corp.		1,617,382

See notes to financial statements.

53

GuideMark^SM Opportunistic Equity Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Number of Shares					Value
		COMMON STOCKS (Continued)
		Industrial Conglomerates - 4.34%
	13,665	3M Co.	$	1,262,919
	147,870	General Electric Co.		3,358,128
	133,000	McDermott International, Inc. (b)		1,625,260
				6,246,307
		Insurance - 6.54%
	72,000	American International Group,
		Inc. (b)		2,360,880
	26,590	Assurant, Inc.		991,807
	136,015	Assured Guaranty Ltd.		1,852,524
	103,345	Hartford Financial Services
		Group, Inc.		2,009,027
	40,100	Prudential Financial, Inc.		2,185,851
				9,400,089
		Internet & Catalog Retail - 0.44%
	2,470	Amazon.com, Inc. (b)		628,170
		Internet Software & Services - 1.02%
	1,940	Google, Inc. (b)		1,463,730
		IT Services - 2.17%
	7,260	Alliance Data Systems Corp. (b)		1,030,557
	10,400	Cognizant Technology Solutions
		Corp. (b)		727,168
	2,070	Mastercard, Inc.		934,564
	28,750	Moneygram International, Inc. (b)		429,525
				3,121,814
		Life Sciences Tools & Services - 0.66%
	16,180	Thermo Fisher Scientific, Inc.		951,869
		Machinery - 3.95%
	15,100	Danaher Corp.		832,765
	21,730	Dover Corp.		1,292,718
	21,245	Illinois Tool Works, Inc.		1,263,440
	18,500	ITT Corp.		372,775
	11,735	Parker Hannifin Corp.		980,811
	37,000	Xylem, Inc.		930,550
				5,673,059
		Media - 1.25%
	24,110	Gannett Co., Inc.		427,953
	23,000	Madison Square Garden, Inc. (b)		926,210
	8,440	The Walt Disney Co.		441,243
				1,795,406
		Metals & Mining - 1.87%
	48,000	Newmont Mining Corp.		2,688,480

Number of Shares					Value
		Multiline Retail - 0.52%
	13,620	Nordstrom, Inc.	$	751,552
		Oil & Gas - 12.07%
	26,025	Apache Corp.		2,250,382
	60,000	BP Plc - ADR		2,541,600
	79,000	Chesapeake Energy Corp. (a)		1,490,730
	16,465	Cimarex Energy Co.		964,025
	56,570	Devon Energy Corp.		3,422,485
	22,470	Occidental Petroleum Corp.		1,933,768
	53,000	QEP Resources, Inc.		1,677,980
	33,890	Tesoro Corp. (b)		1,419,991
	30,010	Valero Energy Corp.		950,717
	55,310	Weatherford International Ltd. (b)		701,331
				17,353,009
		Paper & Forest Products - 0.33%
	12,930	International Paper Co.		469,618
		Pharmaceuticals - 4.76%
	23,875	Abbott Laboratories		1,636,870
	23,200	Johnson & Johnson		1,598,712
	28,920	Merck & Co., Inc.		1,304,292
	65,590	Pfizer, Inc.		1,629,911
	7,980	Watson Pharmaceuticals, Inc. (b)		679,577
				6,849,362
		Real Estate - 1.23%
	37,990	CBRE Group, Inc. (b)		699,396
	15,000	Howard Hughes Corp. (b)		1,065,750
				1,765,146
		Road & Rail - 0.56%
	8,080	J.B. Hunt Transport Services, Inc.		420,483
	7,990	Landstar Systems, Inc.		377,767
				798,250
		Software - 4.82%
	13,070	Check Point Software Technologies
		Ltd. - ADR (b)		629,451
	9,830	Citrix Systems, Inc. (b)		752,683
	61,885	Microsoft Corp.		1,842,935
	17,610	NICE Systems Ltd. - ADR (b)		585,004
	28,620	Nuance Communications, Inc. (b)		712,352
	26,350	Oracle Corp.		829,762
	13,800	Red Hat, Inc. (b)		785,772
	5,200	Salesforce.com, Inc. (a)(b)		793,988
				6,931,947

See notes to financial statements.

54

GuideMark^SM Opportunistic Equity Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Number of Shares					Value
		COMMON STOCKS (Continued)
		Specialty Retail - 1.35%
	10,720	Home Depot, Inc.	$	647,166
	4,690	O’Reilly Automotive, Inc. (b)		392,178
	20,400	Williams Sonoma, Inc.		896,988
				1,936,332
		Thrifts & Mortgage Finance - 0.16%
	149,000	MGIC Investment Corp. (a)(b)		227,970
		Trading Companies & Distributors - 0.57%
	14,260	Wesco International, Inc. (a)(b)		815,672
		Total Common Stocks
		(Cost $124,414,205)		133,704,039
		REAL ESTATE INVESTMENT TRUSTS - 1.21%
		Real Estate Investment Trusts - 1.21%
	55,000	Getty Realty Corp. (a)		987,250
	90,550	iStar Financial, Inc. (a)(b)		749,754
		Total Real Estate Investment Trusts
		(Cost $1,407,200)		1,737,004
		SHORT TERM INVESTMENTS - 6.00%
		Money Market Funds - 6.00%
		Federated Prime Obligations Fund
	8,618,769	0.15%, 01/01/2050		8,618,769
		Total Short Term Investments
		(Cost $8,618,769)		8,618,769

Number of Shares					Value
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 2.98%
		Money Market Funds - 2.98%
	4,281,286	First American Government
		Obligations Fund
		Effective Yield, 0.02%	$	4,281,286
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $4,281,286)		4,281,286
		Total Investments
		(Cost $138,721,460) - 103.19%		148,341,098
		Liabilities in Excess of
		Other Assets - (3.19)%		(4,582,083		)
		TOTAL NET
		ASSETS - 100.00%	$	143,759,015

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.

55

GuideMark^SM Global Real Return Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2012

Number of Shares					Value
		INVESTMENT COMPANIES - 99.90%
		Exchange Traded Funds - 99.90%
	74,184	Energy Select Sector SPDR Fund (a)	$	5,451,040
	32,277	Market Vectors Gold Miners ETF (a)		1,733,598
	11	PowerShares DB Agriculture
		Fund (b)		324
	503,496	PowerShares DB Commodity Index
		Tracking Fund (a)(b)		14,440,265
	58,210	PowerShares DB Energy Fund (a)(b)		1,654,910
	38,466	PowerShares DB Gold Fund (a)(b)		2,349,503
	127,741	PowerShares Global Agriculture
		Portfolio (a)		3,833,507
	225,876	SPDR Barclays Capital TIPS
		ETF (a)		13,706,156
	123,008	SPDR DB International Government
		Inflation-Protected Bond ETF (a)		7,621,576
	302,681	SPDR Dow Jones International
		Real Estate ETF (a)		11,880,229
	159,691	SPDR Dow Jones REIT ETF (a)		11,491,364
	86,597	SPDR S&P Metals and Mining
		ETF (a)		3,768,702
	538,939	SPDR S&P Global Natural
		Resources ETF (a)		27,361,933
	86,982	SPDR S&P International Energy
		Sector ETF (a)		2,180,639
				107,473,746
		Total Investment Companies
		(Cost $110,138,502)		107,473,746

Number of Shares					Value
		SHORT TERM INVESTMENTS - 0.11%
		Money Market Funds - 0.11%
	113,963	Federated Prime Obligations Fund
		Effective Yield, 0.15%	$	113,963
		Total Short Term Investments
		(Cost $113,963)		113,963
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 25.78%
		Money Market Funds - 25.78%
	27,733,915	First American Government
		Obligations Fund
		Effective Yield, 0.02%		27,733,915
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $27,733,915)		27,733,915
		Total Investments
		(Cost $137,986,380) - 125.79%		135,321,624
		Liabilities in Excess of
		Other Assets - (25.79)%		(27,745,346		)
		TOTAL NET
		ASSETS - 100.00%	$	107,576,278

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.

56

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2012

Principal Amount					Value
		ASSET BACKED SECURITIES - 1.89%
$	223,751	Accredited Mortgage Loan Trust
		Series 2005-3, 0.460%,
		09/25/2035 (d)	$	219,542
	732,140	Brazos Higher Education Authority
		Series 2005-3, 0.479%,
		09/25/2023 (d)		729,828
		CNH Equipment Trust
	497,912	Series 2010-C, 1.170%,
		05/15/2015		499,814
	740,000	Series 2011-A, 2.040%,
		10/17/2016		762,634
	1,185,000	Series 2012-A, 0.940%,
		05/15/2017 (d)		1,195,837
	71,279	Conseco Finance Securitizations Corp.
		Series 2000-4, 8.310%,
		05/01/2032		53,288
	65,123	Countrywide Asset-Backed Certificates
		Series 2005-4, 4.456%,
		10/25/2035 (d)		65,476
	175,000	CPS Auto Trust
		Series 2012-C, 1.820%, 12/16/2019
		(Acquired 09/11/2012,
		Cost $174,994) (b)		175,155
	356,000	Credit Acceptance Auto Loan Trust
		Series 2012-2, 1.520%, 03/16/2020
		(Acquired 09/11/2012,
		Cost $355,938) (b)		355,938
	257,054	Education Funding Capital Trust I
		Series 2004-1, 0.549%,
		12/15/2022 (d)		255,451
	100,000	GCO Education Loan Funding Trust
		Series 2006-1, 0.657%,
		05/25/2036 (d)		86,165
	586,890	Morgan Stanley
		Series 2003-N, 1.237%,
		10/25/2033 (d)		486,501
	105,748	Northstar Education Finance, Inc.
		Series 2005-1, 0.547%,
		10/28/2026 (d)		105,555
	758,679	Panhandle-Plains Higher Education
		Authority, Inc.
		Series 2010-2, 1.490%,
		10/01/2035 (d)		770,605

Principal Amount					Value
		ASSET BACKED SECURITIES (Continued)
$	145,691	Residential Asset Mortgage
		Products, Inc.
		Series 2004-R, 0.697%,
		03/25/2034 (d)	$	117,117
	290,000	Santander Drive Auto Receivables
		Trust
		Series 2012-5, 1.560%,
		08/15/2018		290,956
	172,764	U.S. Education Loan Trust, LLC
		Series 2006-1, 0.551%, 03/01/2025
		(Acquired 08/06/2010,
		Cost $168,877) (b)(d)		171,422
	1,310,000	Volkswagen Auto Lease Trust
		Series 2012-A, 0.870%,
		07/20/2015		1,322,014
	155,000	Westlake Automobile Receivables
		Trust
		Series 2012-1, 1.030%, 03/15/2016
		(Acquired 09/19/2012,
		Cost $154,999) (b)		155,018
		Total Asset Backed Securities
		(Cost $7,842,419)		7,818,316
		COLLATERALIZED MORTGAGE
		OBLIGATIONS - 3.43%
		Bank of America Commercial
		Mortgage Trust
	610,000	Series 2007-4, 5.729%,
		02/10/2051 (d)		725,964
	110,000	Series 2007-5, 5.620%,
		02/10/2051		116,842
		Bear Stearns Commercial Mortgage
		Securities
	3,250,000	Series 2006-PW13, 5.540%,
		09/11/2041		3,765,470
	1,762,697	Series 2004-PWR5, 4.831%,
		07/11/2042		1,803,045
	193,817	Chase Mortgage Financial Trust
		Series 2007-A1, 2.969%,
		02/25/2037 (d)		195,932
	560,000	COMM Mortgage Trust
		Series 2010-C1, 4.205%, 07/12/2046
		(Acquired 08/14/2012 through
		08/17/2012, Cost $619,217) (b)		642,409

See notes to financial statements.

57

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
		Countrywide Home Loans, Inc.
$	34,054	Series 2004-HYB6, 2.801%,
		11/20/2034 (d)	$	30,452
	249,396	Series 2005-11, 0.517%,
		03/25/2035 (d)		181,439
		GS Mortgage Securities Corp.
	680,000	Series 2012-ALOH, 3.551%,
		04/12/2034 (Acquired 08/15/2012,
		Cost $713,417) (a)(b)		739,095
	398,324	Series 2005-GG4, 4.680%,
		07/10/2039		399,022
	685,000	Series 2012-GCJ7, 3.377%,
		06/12/2045		744,145
	411,582	IndyMac Mortgage Loan Trust
		Series 2005-16IP, 0.537%,
		07/25/2045 (d)		316,064
	635,000	LB-UBS Commercial Mortgage
		Trust
		Series 2007-C2, 5.430%,
		02/15/2040		730,512
		Lehman Brothers-UBS Commercial
		Mortgage Trust
	324,110	Series 2005-C3, 4.664%,
		07/15/2030		326,575
	625,000	Series 2007-C1, 5.424%,
		2/15/2040		726,296
		Morgan Stanley Capital I Trust
	470,000	Series 2007-T27, 5.653%,
		06/11/2042 (d)		558,832
	600,000	Series 2008-T29, 6.278%,
		01/11/2043 (d)		739,267
	615,000	OBP Depositor LLC Trust
		Series 2010-OBP, 4.646%,
		07/15/2045 (Acquired 06/25/2010,
		Cost $714,698) (b)		728,740
	600,000	WF-RBS Commercial Mortgage Trust
		Series 2011-C2, 4.869%,
		02/18/2044 (Acquired 02/17/2011,
		Cost $690,043) (b)(d)		709,173
		Total Collateralized Mortgage
		Obligations (Cost $13,701,729)		14,179,274

Principal Amount					Value
		CORPORATE OBLIGATIONS - 37.75%
		Aerospace & Defense - 0.42%
		United Technologies Corp.
$	730,000	1.200%, 06/01/2015	$	743,627
	945,000	1.800%, 06/01/2017		981,226
				1,724,853
		Agricultural Products - 0.19%
	605,000	Lorillard Tobacco Co.
		8.125%, 06/23/2019		781,262
		Air Freight & Logistics - 0.08%
	345,000	United Parcel Service, Inc.
		1.125%, 10/01/2017		346,978
		Auto Components - 0.18%
	740,000	Johnson Controls, Inc.
		1.750%, 03/01/2014		752,832
		Banks - 2.44%
	400,000	Barclays Bank Plc
		5.140%, 10/14/2020		408,801
	250,000	Capital One Financial Corp.
		8.800%, 07/15/2019		330,399
	745,000	Cooperatieve Centrale Raiffeisen-
		Boerenleenbank BA
		2.125%, 10/13/2015		769,640
	760,000	Glitnir Bank
		6.693%, 06/15/2016
		(Acquired 06/14/2006,
		Cost $758,848) (c)(d)(e)		9,500
		HSBC Holdings Plc
	400,000	4.000%, 03/30/2022		430,019
	250,000	6.800%, 06/01/2038		306,255
	250,000	Kaupthing Bank Hf
		7.125%, 05/19/2016
		(Acquired 05/12/2006,
		Cost $248,680) (c)(e)		3,125
	325,000	KeyCorp
		5.100%, 03/24/2021		380,725
		PNC Funding Corp.
	810,000	4.250%, 09/21/2015		888,431
	735,000	3.300%, 03/08/2022		789,327
	615,000	Royal Bank of Canada
		1.150%, 03/13/2015		624,624

See notes to financial statements.

58

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		CORPORATE OBLIGATIONS (Continued)
		Banks (Continued)
		Royal Bank of Scotland Group Plc
$	115,000	5.000%, 11/12/2013	$	118,484
	625,000	4.875%, 08/25/2014
		(Acquired 08/18/2009 through
		08/19/2009, Cost $622,701) (b)		664,365
	230,000	2.550%, 09/18/2015		232,933
	1,040,000	SunTrust Banks, Inc.
		3.500%, 01/20/2017		1,117,376
		U.S. Bancorp
	1,735,000	1.650%, 05/15/2017		1,778,092
	300,000	4.125%, 05/24/2021		343,641
	300,000	Wachovia Bank NA
		6.600%, 01/15/2038		418,473
	490,000	Westpac Banking Corp.
		2.250%, 11/19/2012		490,640
				10,104,850
		Beverages - 0.93%
	1,005,000	Diageo Capital Plc
		1.500%, 05/11/2017		1,023,592
	215,000	Molson Coors Brewing Co.
		3.500%, 05/01/2022		228,270
	930,000	PepsiCo, Inc.
		2.500%, 05/10/2016		982,391
	1,610,000	The Coca-Cola Co.
		0.750%, 11/15/2013		1,618,700
				3,852,953
		Biotechnology - 0.43%
	450,000	Amgen, Inc.
		4.950%, 10/01/2041		476,498
	415,000	Genzyme Corp.
		5.000%, 06/15/2020		495,518
	780,000	Gilead Sciences, Inc.
		2.400%, 12/01/2014		806,937
				1,778,953
		Capital Markets - 3.28%
	1,575,000	Bear Stearns Companies, Inc.
		7.250%, 02/01/2018		1,967,611
		Goldman Sachs Group, Inc.
	400,000	5.625%, 01/15/2017		441,264
	1,125,000	5.950%, 01/18/2018		1,307,910
	175,000	7.500%, 02/15/2019		217,318

Principal Amount					Value
		Capital Markets (Continued)
$	125,000	5.750%, 01/24/2022	$	144,250
	400,000	6.750%, 10/01/2037		429,847
		Merrill Lynch & Co., Inc.
	2,145,000	6.400%, 08/28/2017		2,498,086
	650,000	6.500%, 07/15/2018		768,150
	625,000	6.110%, 01/29/2037		665,192
		Morgan Stanley
	600,000	5.950%, 12/28/2017		674,714
	300,000	5.625%, 09/23/2019		328,219
	100,000	6.375%, 07/24/2042		110,523
		State Street Corp.
	485,000	4.300%, 05/30/2014		514,855
	910,000	2.875%, 03/07/2016		975,860
	1,310,000	The Bank of New York Mellon Corp.
		2.300%, 07/28/2016		1,374,309
	955,000	Wachovia Corp.
		5.750%, 02/01/2018		1,154,598
				13,572,706
		Chemicals - 0.56%
		Dow Chemical Co.
	685,000	7.600%, 05/15/2014		757,135
	670,000	4.250%, 11/15/2020		739,723
		Ecolab, Inc.
	275,000	2.375%, 12/08/2014		285,345
	450,000	4.350%, 12/08/2021		511,492
				2,293,695
		Commercial Banks - 0.24%
	955,000	Canadian Imperial Bank of Commerce
		2.350%, 12/11/2015		1,005,129
		Commercial Services & Supplies - 0.17%
	650,000	International Lease Finance Corp.
		5.750%, 05/15/2016		692,407
		Communications - 0.15%
	595,000	Rogers Cable, Inc.
		5.500%, 03/15/2014		636,263
		Computers & Peripherals - 0.15%
		Hewlett Packard Co.
	250,000	3.000%, 09/15/2016		258,610
	375,000	2.600%, 09/15/2017		376,611
				635,221

See notes to financial statements.

59

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		CORPORATE OBLIGATIONS (Continued)
		Consumer Finance - 2.10%
$	650,000	American Express Co.
		8.150%, 03/19/2038	$	1,046,135
	2,430,000	American Express Credit Corp.
		1.750%, 06/12/2015		2,487,214
	670,000	Capital One Financial Corp.
		2.125%, 07/15/2014		683,944
		Caterpillar Financial Services Corp.
	705,000	1.100%, 05/29/2015		714,029
	960,000	1.625%, 06/01/2017 (a)		980,765
		John Deere Capital Corp.
	600,000	4.900%, 09/09/2013		625,801
	350,000	0.950%, 06/29/2015		353,389
	430,000	SLM Corp.
		5.000%, 10/01/2013		447,738
	200,000	Total Capital International SA
		2.875%, 02/17/2022		208,413
	1,100,000	Toyota Motor Credit Corp.
		2.050%, 01/12/2017		1,145,063
				8,692,491
		Diversified Financial Services - 3.81%
		Bank of America Corp.
	200,000	3.875%, 03/22/2017		215,449
	700,000	6.000%, 09/01/2017		810,551
	175,000	5.875%, 01/05/2021		202,231
	75,000	5.000%, 05/13/2021		82,584
	700,000	5.700%, 01/24/2022		823,715
		Citigroup, Inc.
	450,000	5.000%, 09/15/2014		474,845
	560,000	6.010%, 01/15/2015		614,048
	550,000	4.450%, 01/10/2017		604,700
	960,000	6.125%, 11/21/2017		1,130,846
	175,000	4.500%, 01/14/2022		192,515
	150,000	5.875%, 01/30/2042		181,410
		Ford Motor Credit Co. LLC
	325,000	2.750%, 05/15/2015		331,656
	200,000	3.984%, 06/15/2016		210,982
		General Electric Capital Corp.
	1,245,000	6.000%, 08/07/2019		1,516,467
	350,000	4.375%, 09/16/2020		386,636
	720,000	5.300%, 02/11/2021		827,667
	380,000	3.150%, 09/07/2022		382,514
	1,505,000	5.875%, 01/14/2038		1,799,806

Principal Amount					Value
		Diversified Financial Services (Continued)
$	450,000	Hutchison Whampoa International Ltd.
		3.500%, 01/13/2017
		(Acquired 01/10/2012,
		Cost $474,897) (b)	$	478,430
		JPMorgan Chase & Co.
	1,140,000	3.450%, 03/01/2016		1,216,508
	625,000	4.250%, 10/15/2020		684,041
	600,000	4.500%, 01/24/2022		666,830
	125,000	3.250%, 09/23/2022		127,006
		National Rural Utilities Cooperative
		Finance Corp.
	735,000	1.125%, 11/01/2013		741,003
	600,000	5.450%, 04/10/2017		715,729
	300,000	NCUA Guaranteed Notes
		3.000%, 06/12/2019		331,722
				15,749,891
		Diversified Manufacturing - 0.59%
		Cooper U.S., Inc.
	725,000	2.375%, 01/15/2016		749,089
	675,000	3.875%, 12/15/2020		740,154
		Tyco Electronics Group SA
	440,000	1.600%, 02/03/2015		446,838
	405,000	6.550%, 10/01/2017		490,308
				2,426,389
		Diversified Telecommunication Services - 1.78%
		AT&T, Inc.
	725,000	2.950%, 05/15/2016		779,727
	695,000	5.350%, 09/01/2040		839,788
	470,000	France Telecom SA
		4.375%, 07/08/2014		497,532
	1,325,000	SBC Communications, Inc.
		5.100%, 09/15/2014		1,441,363
		Verizon Communications, Inc.
	800,000	1.950%, 03/28/2014		818,535
	795,000	3.500%, 11/01/2021		878,787
	150,000	6.400%, 02/15/2038		202,888
	1,355,000	Verizon Wireless Capital LLC
		8.500%, 11/15/2018		1,900,859
				7,359,479

See notes to financial statements.

60

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		CORPORATE OBLIGATIONS (Continued)
		Electric Utilities - 1.00%
$	695,000	Columbus Southern Power Co.
		5.500%, 03/01/2013	$	709,101
	360,000	Georgia Power Co.
		4.300%, 03/15/2042		385,670
	375,000	Nevada Power Co.
		5.875%, 01/15/2015		417,037
	875,000	PSI Energy, Inc.
		6.050%, 06/15/2016		1,021,640
		Union Electric Co.
	570,000	6.700%, 02/01/2019		729,952
	350,000	3.900%, 09/15/2042		356,787
	470,000	Westar Energy, Inc.
		6.000%, 07/01/2014		512,118
				4,132,305
		Energy Equipment & Services - 0.39%
	275,000	Cameron International Corp.
		6.375%, 07/15/2018		334,400
	605,000	Halliburton Co.
		3.250%, 11/15/2021 (a)		657,853
	480,000	Pride International, Inc.
		6.875%, 08/15/2020		608,606
				1,600,859
		Engineering Construction - 0.12%
	495,000	ABB Finance USA, Inc.
		2.875%, 05/08/2022		512,802
		Food & Staples Retailing - 0.40%
		CVS Caremark Corp.
	200,000	4.750%, 05/18/2020		234,360
	300,000	6.250%, 06/01/2027		394,292
	355,000	Walgreen Co.
		3.100%, 09/15/2022		361,033
	450,000	Wal-Mart Stores, Inc.
		6.500%, 08/15/2037		647,011
				1,636,696
		Food Products - 0.26%
	110,000	Conagra Foods, Inc.
		1.350%, 09/10/2015		110,846
		Kraft Foods Group, Inc.
	380,000	1.625%, 06/04/2015
		(Acquired 08/01/2012,
		Cost $379,016) (b)		386,007

Principal Amount					Value
		Food Products (Continued)
$	75,000	2.250%, 06/05/2017
		(Acquired 05/30/2012,
		Cost $74,863) (b)	$	77,299
	375,000	Mondelez International, Inc.
		6.500%, 02/09/2040		509,825
				1,083,977
		Health Care Equipment & Supplies - 1.10%
	495,000	Baxter International, Inc.
		1.850%, 01/15/2017		512,871
	725,000	Becton Dickinson & Co.
		3.250%, 11/12/2020		783,368
	630,000	Covidien International Finance SA
		2.800%, 06/15/2015		663,359
	1,575,000	Medtronic, Inc.
		3.000%, 03/15/2015		1,666,674
	865,000	St. Jude Medical, Inc.
		2.500%, 01/15/2016		903,538
				4,529,810
		Health Care Providers & Services - 0.94%
		Cigna Corp.
	175,000	2.750%, 11/15/2016		184,727
	175,000	4.000%, 02/15/2022		188,984
		Express Scripts, Inc.
	810,000	6.250%, 06/15/2014		882,715
	325,000	3.125%, 05/15/2016		346,873
	250,000	McKesson Corp.
		4.750%, 03/01/2021		291,765
		UnitedHealth Group, Inc.
	435,000	4.875%, 02/15/2013		441,887
	735,000	5.375%, 03/15/2016		842,669
		WellPoint, Inc.
	125,000	1.250%, 09/10/2015		125,963
	425,000	3.125%, 05/15/2022		425,095
	150,000	5.850%, 01/15/2036		174,457
				3,905,135
		Independent Power Producers & Energy
		Traders - 0.32%
		Exelon Generation Co., LLC
	540,000	5.200%, 10/01/2019		614,016
	605,000	6.250%, 10/01/2039		702,351
				1,316,367

See notes to financial statements.

61

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		CORPORATE OBLIGATIONS (Continued)
		Industrial Conglomerates - 0.27%
$	930,000	Koninklijke Philips Electronics NV
		5.750%, 03/11/2018	$	1,133,133
		Insurance - 1.11%
		American International Group, Inc.
	100,000	8.250%, 08/15/2018		128,903
	30,000	4.875%, 06/01/2022		33,875
	540,000	CNA Financial Corp.
		7.350%, 11/15/2019		671,016
	615,000	Liberty Mutual Group, Inc.
		5.000%, 06/01/2021
		(Acquired 05/18/2011,
		Cost $622,636) (b)		651,204
	965,000	MetLife, Inc.
		5.000%, 11/24/2013		1,014,198
	500,000	New York Life Global Funding
		3.000%, 05/04/2015
		(Acquired 03/09/2012,
		Cost $521,962) (b)		529,513
	375,000	Prudential Financial, Inc.
		4.500%, 11/15/2020		417,761
	510,000	Travelers Property Casualty Corp.
		5.000%, 03/15/2013		520,768
	560,000	Willis North America, Inc.
		6.200%, 03/28/2017		638,804
				4,606,042
		Internet Software & Services - 0.17%
	700,000	eBay, Inc.
		1.350%, 07/15/2017		709,212
		Life Sciences Tools & Services - 0.04%
	150,000	Life Technologies Corp.
		6.000%, 03/01/2020		178,689
		Machinery - 0.15%
	530,000	Eaton Corp.
		5.600%, 05/15/2018		631,280
		Media - 2.43%
		CBS Corp.
	965,000	3.375%, 03/01/2022		1,010,206
	100,000	4.850%, 07/01/2042		106,312
		Comcast Corp.
	1,345,000	5.875%, 02/15/2018		1,638,227
	250,000	6.400%, 05/15/2038		321,283

Principal Amount					Value
		Media (Continued)
		DIRECTV Holdings, LLC
$	815,000	2.400%, 03/15/2017	$	837,687
	475,000	3.800%, 03/15/2022		489,774
	375,000	6.350%, 03/15/2040		438,205
	550,000	NBCUniversal Media LLC
		2.875%, 04/01/2016		583,046
		News America, Inc.
	275,000	4.500%, 02/15/2021		310,917
	250,000	6.150%, 02/15/2041		312,380
		Time Warner, Inc.
	1,105,000	6.750%, 07/01/2018		1,391,396
	400,000	4.700%, 01/15/2021		460,226
	750,000	4.125%, 02/15/2021		830,607
	225,000	3.400%, 06/15/2022		238,119
	225,000	7.625%, 04/15/2031		315,193
	200,000	4.500%, 09/15/2042		200,273
	250,000	Viacom, Inc.
		5.625%, 09/15/2019		301,111
	225,000	WPP Finance UK
		8.000%, 09/15/2014		252,697
				10,037,659
		Metals & Mining - 0.61%
	495,000	BHP Billiton Finance USA Ltd.
		1.625%, 02/24/2017		505,960
	780,000	Freeport-McMoRan Copper & Gold, Inc.
		3.550%, 03/01/2022		782,340
	735,000	Rio Tinto Finance USA Ltd.
		2.500%, 05/20/2016		768,154
	435,000	Teck Resources Ltd.
		6.000%, 08/15/2040		459,942
				2,516,396
		Multi-Utilities - 0.72%
	650,000	Dominion Resources, Inc.
		1.400%, 09/15/2017		652,575
	580,000	Sempra Energy
		6.500%, 06/01/2016		691,221
	1,380,000	Xcel Energy, Inc.
		5.613%, 04/01/2017		1,624,026
				2,315,247
		Office Electronics - 0.20%
	780,000	Xerox Corp.
		4.250%, 02/15/2015		828,872

See notes to financial statements.

62

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		CORPORATE OBLIGATIONS (Continued)
		Oil & Gas - 3.70%
$	150,000	Anadarko Petroleum Corp.
		8.700%, 03/15/2019	$	201,449
		Apache Corp.
	375,000	3.625%, 02/01/2021 (a)		414,790
	590,000	3.250%, 04/15/2022		635,494
		BP Capital Markets Plc
	1,295,000	3.200%, 03/11/2016		1,391,204
	350,000	4.500%, 10/01/2020		406,991
	945,000	Canadian Natural Resources Ltd.
		3.450%, 11/15/2021		1,018,406
		Energy Transfer Partners LP
	943,000	8.500%, 04/15/2014		1,039,409
	570,000	9.000%, 04/15/2019		735,767
	225,000	5.200%, 02/01/2022		250,050
		Husky Energy, Inc.
	465,000	5.900%, 06/15/2014		504,998
	810,000	3.950%, 04/15/2022		869,072
	675,000	Kinder Morgan Energy Partners LP
		3.450%, 02/15/2023		696,447
	800,000	Marathon Oil Corp.
		6.000%, 10/01/2017		979,647
	360,000	Murphy Oil Corp.
		4.000%, 06/01/2022		382,878
		Nexen, Inc.
	150,000	5.875%, 03/10/2035		177,969
	150,000	7.500%, 07/30/2039		214,506
	780,000	ONEOK Partners LP
		6.125%, 02/01/2041		940,317
		Petrobras International Finance Co.
	130,000	3.875%, 01/27/2016		138,165
	305,000	3.500%, 02/06/2017		319,742
	570,000	5.375%, 01/27/2021		645,109
	250,000	6.875%, 01/20/2040		315,486
	375,000	Petroleos Mexicanos
		8.000%, 05/03/2019		492,562
		Phillips 66 Company
	425,000	1.950%, 03/05/2015
		(Acquired 03/07/2012,
		Cost $424,805) (b)		435,121
	845,000	4.300%, 04/01/2022
		(Acquired 03/07/2012,
		Cost $842,997) (b)		926,972

Principal Amount					Value
		Oil & Gas (Continued)
$	300,000	Schlumberger Investment SA
		3.300%, 09/14/2021
		(Acquired 09/07/2011,
		Cost $300,314) (b)	$	320,075
	405,000	Spectra Energy Partners LP
		4.600%, 06/15/2021		439,349
	295,000	Valero Energy Corp.
		9.375%, 03/15/2019		401,178
				15,293,153
		Pharmaceuticals - 1.49%
	125,000	Aristotle Holdings, Inc.
		3.500%, 11/15/2016
		(Acquired 11/14/2011,
		Cost $124,966) (b)		135,271
	1,640,000	GlaxoSmithKline Capital PLC
		1.500%, 05/08/2017		1,670,288
	1,210,000	Novartis Capital Corp.
		2.900%, 04/24/2015		1,285,817
		Sanofi-Aventis SA
	560,000	1.625%, 03/28/2014		570,113
	780,000	4.000%, 03/29/2021		892,591
	920,000	Teva Pharmaceutical Finance
		3.000%, 06/15/2015		978,456
		Watson Pharmaceuticals, Inc.
	85,000	1.875%, 10/01/2017		86,048
	550,000	3.250%, 10/01/2022		558,203
				6,176,787
		Pipelines - 1.19%
	490,000	Duke Energy, Inc.
		5.668%, 08/15/2014		530,618
		Enterprise Products Operating LLC
	815,000	5.650%, 04/01/2013		833,378
	680,000	6.125%, 10/15/2039		820,199
	86,000	4.450%, 02/15/2043		85,414
	470,000	Spectra Energy Capital LLC
		5.650%, 03/01/2020		555,213
		TransCanada Pipelines Ltd.
	660,000	7.625%, 01/15/2039		1,024,689
	300,000	6.350%, 05/15/2067 (d)		321,119
		Transocean, Inc.
	155,000	2.500%, 10/15/2017		156,042
	500,000	6.500%, 11/15/2020		598,058
				4,924,730

See notes to financial statements.

63

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		CORPORATE OBLIGATIONS (Continued)
		Real Estate - 1.48%
$	405,000	Developers Diversified Realty Corp.
		7.500%, 04/01/2017	$	485,109
	250,000	Duke Realty LP
		4.375%, 06/15/2022		264,127
	250,000	ERP Operating LP
		4.625%, 12/15/2021		288,637
	955,000	HCP, Inc.
		5.375%, 02/01/2021		1,091,344
		Health Care Property Investments, Inc.
	125,000	6.300%, 09/15/2016		143,332
	200,000	6.000%, 01/30/2017		230,407
		Health Care REIT, Inc.
	385,000	3.625%, 03/15/2016		406,708
	675,000	5.250%, 01/15/2022		761,510
	250,000	Kilroy Realty Corp.
		5.000%, 11/03/2015		272,251
	325,000	Liberty Property LP
		5.500%, 12/15/2016		363,811
	400,000	Simon Property Group LP
		4.125%, 12/01/2021		444,474
	1,105,000	Simon Property Group, Inc.
		6.125%, 05/30/2018		1,351,185
				6,102,895
		Road & Rail - 0.28%
	565,000	Burlington Northern Santa Fe LLC
		7.950%, 08/15/2030		807,710
	309,000	Canadian Pacific Railway Ltd.
		4.500%, 01/15/2022		341,761
				1,149,471
		Semiconductor & Semiconductor
		Equipment - 0.69%
	340,000	Altera Corp.
		1.750%, 05/15/2017		349,346
	725,000	Analog Devices, Inc.
		3.000%, 04/15/2016		781,853
	780,000	Applied Materials, Inc.
		2.650%, 06/15/2016		825,548
		Intel Corp.
	350,000	1.950%, 10/01/2016		367,813
	470,000	3.300%, 10/01/2021		511,500
				2,836,060

Principal Amount					Value
		Specialty Retail - 0.25%
$	475,000	Autozone, Inc.
		4.000%, 11/15/2020	$	519,293
	375,000	Home Depot, Inc.
		5.875%, 12/16/2036		495,907
				1,015,200
		Thrifts & Mortgage Finance - 0.02%
	60,000	Santander Holdings USA, Inc.
		4.625%, 04/19/2016		62,908
		Tobacco - 0.53%
		Altria Group, Inc.
	306,000	9.700%, 11/10/2018		438,826
	81,000	9.250%, 08/06/2019		115,169
	1,200,000	2.850%, 08/09/2022		1,199,770
	300,000	Philip Morris International, Inc.
		6.375%, 05/16/2038		417,094
				2,170,859
		Trucking - 0.10%
	400,000	Penske Truck Leasing Co., L.P.
		3.125%, 05/11/2015
		(Acquired 05/08/2012,
		Cost $399,980) (b)		409,488
		Wireless Telecommunication Services - 0.29%
	1,165,000	Vodafone Group Plc
		1.625%, 03/20/2017		1,189,675
		Total Corporate Obligations
		(Cost $147,516,733)		156,064,634
		FOREIGN GOVERNMENT DEBT
		OBLIGATIONS - 0.12%
	250,000	Republic of Columbia
		4.375%, 07/12/2021		289,125
	196,000	Federal Government of Mexico
		4.750%, 03/08/2044		218,540
		Total Foreign Government Debt
		Obligations (Cost $393,480)		507,665

See notes to financial statements.

64

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		MORTGAGE BACKED SECURITIES - 31.52%
		Federal Home Loan Mortgage Corp.
$	887,737	Series 2590,
		5.000%, 03/15/2018	$	953,786
	800,000	Series K-703,
		2.699%, 05/25/2018 (d)		869,331
	11,725	Pool #E9-9763,
		4.500%, 09/01/2018		12,891
	10,985	Pool #E9-9764,
		4.500%, 09/01/2018		12,077
	600,000	Series K-705,
		2.303%, 09/25/2018 (d)		638,189
	900,000	Series K-706,
		2.323%, 10/25/2018		957,617
	600,000	Series K-709,
		2.086%, 03/25/2019		630,719
	221,253	Pool #D9-6291,
		4.500%, 09/01/2023		242,430
	655,313	Pool #G1-3624,
		5.000%, 08/01/2024		706,948
	595,839	Series 2329,
		6.500%, 06/15/2031		686,546
	313,567	Series 2338,
		6.500%, 07/15/2031		362,948
	521,430	Pool #78-0447,
		2.375%, 04/01/2033 (d)		556,383
	520	Pool #A4-3129,
		5.500%, 02/01/2036		574
	3,522,275	Pool #A8-9148,
		4.000%, 10/01/2039		3,789,158
	1,468,939	Pool #C0-3815,
		3.500%, 03/01/2042		1,580,830
	2,133,933	Pool #C0-3830,
		4.000%, 03/01/2042		2,298,289
	993,766	Pool #U9-0688,
		4.000%, 05/01/2042		1,108,349
	372,460	Pool #Q0-9530,
		3.500%, 07/01/2042		400,248
	2,260,592	Pool #Q0-9949,
		3.000%, 08/01/2042		2,386,085
		Federal National Mortgage Association
	491,189	Pool #467626,
		3.740%, 05/01/2018		556,485
	3,678	Pool #685505,
		5.000%, 05/01/2018		4,065

Principal Amount					Value
		MORTGAGE BACKED
		SECURITIES (Continued)
$	3,703	Pool #705709,
		5.000%, 05/01/2018	$	4,058
	1,304,527	Pool #AD3775,
		4.500%, 03/01/2025		1,429,360
	2,616,469	Pool #AH6301,
		4.000%, 05/01/2026		2,801,024
	377,447	Pool #544859,
		2.849%, 08/01/2029 (d)		400,304
	421,388	Pool #786848,
		7.000%, 10/01/2031		506,005
	23,202	Pool #727181,
		5.000%, 08/01/2033		25,949
	9,032	Pool #730727,
		5.000%, 08/01/2033		10,101
	2,423	Pool #741862,
		5.500%, 09/01/2033		2,705
	3,151	Pool #766197,
		5.500%, 02/01/2034		3,518
	527	Pool #776974,
		5.500%, 04/01/2034		600
	337,789	Pool #888504,
		2.194%, 04/01/2034 (d)		360,382
	18,346	Pool #775776,
		5.500%, 05/01/2034		20,483
	374,098	Pool #802783,
		2.487%, 10/01/2034 (d)		399,750
	27,881	Pool #781629,
		5.500%, 12/01/2034		31,128
	722	Pool #806098,
		6.000%, 12/01/2034		812
	4,628,561	Pool #AB0074,
		5.000%, 02/01/2035		5,106,208
	345,541	Pool #735504,
		6.000%, 04/01/2035		391,140
	21,267	Pool #822815,
		5.500%, 04/01/2035		23,744
	21,883	Pool #357850,
		5.500%, 07/01/2035		24,432
	22,032	Pool #820242,
		5.000%, 07/01/2035		24,580
	4,328	Pool #838452,
		5.500%, 09/01/2035		4,877
	225,221	Pool #888022,
		5.000%, 02/01/2036		246,837

See notes to financial statements.

65

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		MORTGAGE BACKED
		SECURITIES (Continued)
$	25,043	Pool #865854,
		6.000%, 03/01/2036	$	28,152
	39,669	Pool #891474,
		6.000%, 04/01/2036		44,594
	48,484	Pool #906000,
		6.000%, 01/01/2037		53,670
	378	Pool #928062,
		5.500%, 02/01/2037		421
	534	Pool #899119,
		5.500%, 04/01/2037		595
	729	Pool #938488,
		5.500%, 05/01/2037		814
	965	Pool #970131,
		5.500%, 03/01/2038		1,075
	781	Pool #981313,
		5.500%, 06/01/2038		872
	1,074	Pool #985108,
		5.500%, 07/01/2038		1,199
	435	Pool #964930,
		5.500%, 08/01/2038		486
	472	Pool #987032,
		5.500%, 08/01/2038		522
	577	Pool #968371,
		5.500%, 09/01/2038		645
	275,346	Pool #AD0095,
		6.000%, 11/01/2038		304,798
	383	Pool #993050,
		5.500%, 12/01/2038		428
	275	Pool #MC0018,
		5.500%, 12/01/2038		278
	108,482	Pool #993579,
		4.000%, 05/01/2039		117,028
	23,637	Pool #AA5840,
		4.000%, 06/01/2039		25,499
	263,561	Pool #AA7670,
		4.500%, 06/01/2039		291,044
	141,176	Pool #AA8715,
		4.000%, 06/01/2039		157,458
	19,754	Pool #AA9133,
		4.500%, 08/01/2039		22,252
	39,144	Pool #AC2861,
		4.500%, 08/01/2039		44,094
	80,541	Pool #AC6121,
		4.500%, 11/01/2039		90,727

Principal Amount					Value
		MORTGAGE BACKED
		SECURITIES (Continued)
$	21,622	Pool #AC8372,
		4.500%, 12/01/2039	$	24,263
	686,370	Pool #AD0586,
		4.500%, 12/01/2039		773,170
	758,370	Pool #AD5574,
		5.000%, 04/01/2040		831,312
	2,759,465	Pool #AD5661,
		5.000%, 05/01/2040		3,049,886
	2,833,982	Pool #AD6949,
		5.500%, 06/01/2040		3,129,495
	3,769,466	Pool #AB1231,
		5.000%, 07/01/2040		4,172,075
	147,234	Pool #AD7793,
		4.500%, 07/01/2040		159,918
	49,599	Pool #AD9896,
		4.000%, 08/01/2040		53,522
	1,706,050	Pool #AE0217,
		4.500%, 08/01/2040		1,847,084
	58,959	Pool #AB1500,
		4.000%, 09/01/2040		63,621
	40,455	Pool #AD9856,
		4.000%, 09/01/2040		43,655
	59,552	Pool #AE2559,
		4.000%, 09/01/2040		64,261
	20,220	Pool #AE2562,
		4.000%, 09/01/2040		21,819
	23,295	Pool #AE2566,
		4.000%, 09/01/2040		25,137
	135,289	Pool #AE4124,
		4.000%, 10/01/2040		145,989
	79,280	Pool #AE4888,
		4.000%, 10/01/2040		85,550
	82,415	Pool #AE3916,
		4.000%, 11/01/2040		88,932
	14,742	Pool #AE5147,
		4.000%, 11/01/2040		15,908
	166,196	Pool #AE8715,
		4.000%, 11/01/2040		179,339
	1,493,514	Pool #AH1089,
		4.000%, 11/01/2040		1,618,132
	1,761,702	Pool #AA4757,
		4.000%, 12/01/2040		1,901,026
	1,529,631	Pool #AE0698,
		4.500%, 12/01/2040		1,661,408

See notes to financial statements.

66

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		MORTGAGE BACKED
		SECURITIES (Continued)
$	304,610	Pool #AE8893,
		4.000%, 12/01/2040	$	328,700
	17,375	Pool #AH0006,
		4.000%, 12/01/2040		18,750
	49,275	Pool #AH0020,
		4.000%, 12/01/2040		53,172
	96,462	Pool #AH0599,
		4.000%, 12/01/2040		104,091
	40,707	Pool #AH0601,
		4.000%, 12/01/2040		43,926
	130,264	Pool #AE7893,
		4.000%, 01/01/2041		140,565
	67,023	Pool #AH1263,
		4.000%, 01/01/2041		72,323
	313,959	Pool #AH2999,
		4.000%, 01/01/2041		338,789
	2,190,688	Pool #AH3373,
		5.000%, 01/01/2041		2,424,671
	339,375	Pool #AH4763,
		4.000%, 01/01/2041		366,215
	488,699	Pool #AB2265,
		4.000%, 02/01/2041		544,146
	19,429	Pool #AH4659,
		4.000%, 02/01/2041		20,971
	244,199	Pool #AH5653,
		4.000%, 02/01/2041		268,434
	105,838	Pool #AH5783,
		4.000%, 02/01/2041		114,241
	484,824	Pool #AL0934,
		5.000%, 02/01/2041		531,455
	603,421	Pool #AD1889,
		4.500%, 03/01/2041		655,406
	32,157	Pool #AH6150,
		4.000%, 03/01/2041		34,710
	119,877	Pool #AH6583,
		4.000%, 03/01/2041		129,395
	335,978	Pool #AL0146,
		4.000%, 03/01/2041		374,727
	938,906	Pool #AH4246,
		4.500%, 04/01/2041		1,021,552
	4,144,331	Pool #AH8854,
		4.500%, 04/01/2041		4,576,480

Principal Amount					Value
		MORTGAGE BACKED
		SECURITIES (Continued)
$	327,451	Pool #AL0215,
		4.500%, 04/01/2041	$	361,595
	3,337,358	Pool #AL0247,
		4.000%, 04/01/2041		3,716,014
	1,363,809	Pool #AI1856,
		4.500%, 05/01/2041		1,517,527
	395,168	Pool #AL0187,
		5.000%, 05/01/2041		431,200
	3,236,109	Pool #AL0208,
		4.500%, 05/01/2041		3,573,553
	58,592	Pool #AL0456,
		5.000%, 06/01/2041		63,935
	879,200	Pool #AI7368,
		4.500%, 07/01/2041		956,591
	2,992,621	Pool #AB3395,
		4.500%, 08/01/2041		3,304,675
	1,036,907	Pool #AI7913,
		4.500%, 08/01/2041		1,128,181
	283,754	Pool #AI8154,
		4.000%, 08/01/2041		306,283
	209,507	Pool #AI8842,
		4.500%, 08/01/2041		227,949
	38,821	Pool #AJ1080,
		4.500%, 09/01/2041		42,238
	74,940	Pool #AL0815,
		4.000%, 09/01/2041		83,583
	25,049	Pool #AJ1562,
		4.000%, 10/01/2041		27,937
	29,088	Pool #AJ1972,
		4.000%, 10/01/2041		32,442
	4,130,724	Pool #AJ2212,
		4.500%, 10/01/2041		4,561,454
	54,201	Pool #AJ3146,
		4.500%, 10/01/2041		58,972
	271,947	Pool #AJ4044,
		4.000%, 10/01/2041		303,311
	39,674	Pool #AJ4756,
		4.000%, 10/01/2041		44,249
	2,752,507	Pool #AL0933,
		5.000%, 10/01/2041		3,020,691
	1,769,894	Pool #AB3876,
		4.000%, 11/01/2041		1,934,755

See notes to financial statements.

67

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		MORTGAGE BACKED
		SECURITIES (Continued)
$	30,264	Pool #AJ3330,
		4.000%, 11/01/2041	$	33,755
	34,053	Pool #AJ4549,
		4.000%, 11/01/2041		37,981
	24,850	Pool #AJ4698,
		4.000%, 11/01/2041		27,716
	52,400	Pool #AJ5424,
		4.000%, 11/01/2041		58,443
	31,970	Pool #AJ7840,
		4.000%, 11/01/2041		35,658
	31,971	Pool #AB3995,
		4.000%, 12/01/2041		35,659
	267,829	Pool #AB4054,
		4.000%, 12/01/2041		298,719
	33,288	Pool #AI0848,
		4.000%, 12/01/2041		37,127
	30,191	Pool #AJ4187,
		4.000%, 12/01/2041		33,673
	40,405	Pool #AJ5736,
		4.000%, 12/01/2041		45,065
	41,354	Pool #AJ5968,
		4.000%, 12/01/2041		44,637
	37,856	Pool #AJ6061,
		4.000%, 12/01/2041		42,222
	513,717	Pool #AJ7684,
		4.000%, 12/01/2041		572,967
	26,954	Pool #AJ7868,
		4.000%, 12/01/2041		30,062
	56,353	Pool #AJ8104,
		4.000%, 12/01/2041		62,853
	32,663	Pool #AJ8109,
		4.000%, 12/01/2041		36,431
	24,517	Pool #AJ8171,
		4.000%, 12/01/2041		27,345
	42,653	Pool #AJ8341,
		4.000%, 12/01/2041		47,573
	63,512	Pool #AJ8436,
		4.000%, 12/01/2041		70,837
	26,177	Pool #AJ8912,
		4.000%, 12/01/2041		29,196
	31,741	Pool #AJ9248,
		4.000%, 12/01/2041		35,402

Principal Amount					Value
		MORTGAGE BACKED
		SECURITIES (Continued)
$	54,263	Pool #AJ2446,
		4.000%, 01/01/2042	$	58,571
	38,898	Pool #AJ7538,
		4.000%, 01/01/2042		43,384
	24,423	Pool #AJ8001,
		4.000%, 01/01/2042		26,537
	42,798	Pool #AJ8369,
		4.000%, 01/01/2042		47,734
	35,826	Pool #AJ9162,
		4.000%, 01/01/2042		39,958
	193,729	Pool #AJ9330,
		4.000%, 01/01/2042		216,073
	24,495	Pool #AJ9779,
		4.000%, 01/01/2042		27,321
	31,361	Pool #AK0170,
		4.000%, 01/01/2042		34,978
	66,531	Pool #AK0543,
		4.000%, 01/01/2042		74,205
	27,013	Pool #AK0563,
		4.000%, 01/01/2042		30,128
	58,630	Pool #AK1827,
		4.000%, 01/01/2042		65,392
	3,874,704	Pool #AB4438,
		3.500%, 02/01/2042		4,180,009
	7,588,146	Pool #AJ0130,
		3.500%, 05/01/2042		8,149,296
	397,609	Pool #AO4164,
		4.000%, 06/01/2042		442,597
	199,354	Pool #AB5529,
		4.000%, 07/01/2042		221,910
	2,762,969	Pool #AB6012,
		3.000%, 08/01/2042		2,920,575
	5,064,867	Pool #AP1651,
		3.000%, 08/01/2042		5,353,779
	357,426	Pool #AB6228,
		3.500%, 09/01/2042		383,858
	3,235,747	Pool #AP4786,
		3.000%, 09/01/2042		3,420,322
		Government National Mortgage
		Association
	262,667	Pool #752842X,
		3.950%, 07/15/2025		287,820

See notes to financial statements.

68

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		MORTGAGE BACKED
		SECURITIES (Continued)
$	33,223	Pool #614436X,
		5.000%, 08/15/2033	$	36,633
	691,354	Pool #618907X,
		5.000%, 09/15/2033		767,866
	93,208	Pool #605098X,
		5.000%, 03/15/2034		103,407
	88,766	Pool #520279X,
		5.000%, 11/15/2034		98,590
	1,342,846	Pool #644812X,
		6.000%, 05/15/2035		1,529,555
	1,498,674	Pool #688021X,
		6.000%, 10/15/2038		1,694,405
	226,969	Pool #736686X,
		5.000%, 02/15/2039		251,166
	1,758,364	Pool #723248,
		5.000%, 10/15/2039		1,950,763
	667,370	Pool #726382,
		5.000%, 10/15/2039		740,394
	483,080	Pool #782916X,
		5.500%, 02/15/2040		537,580
	2,013,692	Pool #752631C,
		4.500%, 10/20/2040		2,248,233
	1,821,864	Pool #005176M,
		5.000%, 09/20/2041		2,026,865
	955,441	Pool #783511M,
		4.000%, 12/20/2041		1,053,033
		Total Mortgage Backed Securities
		(Cost $125,195,342)		130,280,210
		MUNICIPAL DEBT OBLIGATIONS - 0.64%
		California, GO,
	230,000	7.500%, 04/01/2034		303,384
	175,000	7.950%, 03/01/2036		209,268
	425,000	7.550%, 04/01/2039		576,942
	315,000	Illinois, GO,
		7.350%, 07/01/2035		371,401
		South Carolina Student Loan Corp.,
		Series A-1, Revenue Bond,
	396,011	0.518%, 12/03/2018(d)		396,011
	806,372	0.557%, 12/02/2019(d)		800,381
		Total Municipal Debt Obligations
		(Cost $2,454,482)		2,657,387

Principal Amount					Value
		U.S. GOVERNMENT AGENCY ISSUES - 1.25%
		Federal Home Loan Mortgage Corp.
$	300,000	0.500%, 10/15/2013	$	300,966
	1,300,000	1.000%, 03/08/2017		1,318,034
	400,000	1.250%, 05/12/2017		409,949
	1,200,000	1.000%, 06/29/2017		1,215,077
		Federal National Mortgage Association
	200,000	4.125%, 04/15/2014		211,932
	1,700,000	0.625%, 10/30/2014		1,711,907
		Total U.S. Government Agency Issues
		(Cost $5,101,877)		5,167,865
		U.S. TREASURY OBLIGATIONS - 19.99%
		U.S. Treasury Bonds - 4.99%
	2,900,000	4.250%, 11/15/2014		3,144,688
	650,000	5.375%, 02/15/2031		940,266
	1,525,000	4.375%, 11/15/2039		2,015,859
	1,200,000	4.250%, 11/15/2040		1,558,313
	500,000	4.375%, 05/15/2041		662,578
	500,000	3.750%, 08/15/2041		597,890
	10,490,000	3.125%, 11/15/2041		11,176,770
	500,000	3.125%, 02/15/2042		531,953
		U.S. Treasury Notes - 15.00%
	2,750,000	0.250%, 11/30/2013		2,751,826
	3,600,000	0.250%, 05/31/2014		3,601,688
	5,700,000	0.625%, 07/15/2014		5,739,632
	3,225,000	0.375%, 03/15/2015		3,233,314
	10,550,000	0.250%, 07/15/2015		10,535,990
	4,000,000	1.750%, 07/31/2015		4,163,124
	2,890,000	2.000%, 04/30/2016		3,055,048
	8,550,000	0.875%, 01/31/2017		8,682,260
	675,000	0.750%, 06/30/2017		680,221
	3,000,000	2.375%, 07/31/2017		3,254,532
	3,575,000	1.875%, 09/30/2017		3,794,248
	4,955,000	2.000%, 11/15/2021		5,173,719
	7,035,000	2.000%, 02/15/2022		7,318,053
		Total U.S. Treasury Obligations
		(Cost $80,657,013)		82,611,972
Number of Shares
		SHORT TERM INVESTMENTS - 3.98%
		Money Market Funds - 3.98%
	16,440,043	Federated Prime Obligations Fund
		Effective Yield, 0.15%,
		01/01/2050 (d)		16,440,043
		Total Short Term Investments
		(Cost $16,440,043)		16,440,043

See notes to financial statements.

69

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Number of Shares					Value
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 0.50%
		Money Market Funds - 0.50%
	2,051,002	First American Government
		Obligations Fund
		Effective Yield, 0.02%	$	2,051,002
	4,931	Reserve Primary Fund (f)		191
		Total Money Market Funds
		(Cost $2,055,257)		2,051,193

Principal Amount					Value
		Cash - 0.00%
$	24,365	Cash	$	24,365
		Total Cash (Cost $24,365)		24,365
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $2,079,622)		2,075,558
		Total Investments
		(Cost $401,382,740) - 101.07%		417,802,924
		Liabilities in Excess of
		Other Assets - (1.07)%		(4,434,400		)
		TOTAL NET
		ASSETS - 100.00%	$	413,368,524

Percentages are stated as a percent of net assets.
(a)	All or portion of this security is on loan.
(b)	Restricted securities as defined in Rule 144(d) 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 $8,690,695, which represents 2.10% of total net assets.
(c)	Restricted securities as defined in Rule 144(d) under the Securities Act of 1933. Such securities are treated as illiquid securities according to the Fund’s liquidity guidelines. The value of thses securities total $12,625, which represents 0.00% of total net assets.
(d)	Variable Rate Security. The rate shown is the rate in effect on September 30, 2012.
(e)	Non-income producing. Security is treated as an illiquid security according to the Fund’s liquidity guidelines. Item identified as in default as to payment of interest.
(f)	As of September 30, 2012, the Fund has fair valued this security and deemed it illiquid. The value of this security was $191, which represents 0.00% of total net assets.

See notes to financial statements.

70

GuideMark^SM Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2012

Principal Amount					Value
		MUNICIPAL DEBT OBLIGATIONS - 98.41%
		Alaska - 0.73%
$	500,000	Valdez Marine Terminal - BP Pipelines,
		Series B, Refunding, Revenue Bond,
		BP Plc Insured,
		5.000%, 01/01/2021	$	598,765
		Arizona - 3.13%
	750,000	Phoenix Civic Improvement
		Wastewater System, Refunding,
		Revenue Bond,
		5.000%, 07/01/2020		868,642
	500,000	Pinal County Industrial Development
		Authority Correctional Facilities,
		Revenue Bond, ACA Insured,
		5.250%, 10/01/2015		536,440
	1,000,000	Salt River Project, Series A,
		Revenue Bond,
		5.000%, 01/01/2021		1,167,620
				2,572,702
		Arkansas - 0.93%
	210,000	Springdale School District,
		Refunding, GO,
		3.000%, 06/01/2024		210,449
	500,000	University of Arkansas, Series A,
		Revenue Bond,
		4.125%, 11/01/2030		551,930
				762,379
		California - 9.66%
	445,000	California Economic Recovery,
		Series A, Refunding, GO,
		5.250%, 07/01/2021		549,081
	400,000	California Municipal Finance Authority,
		Mobile Home Park, Series A,
		Refunding, Revenue Bond,
		6.400%, 08/15/2045		441,772
	500,000	California Statewide Communities
		Development Authority, Refunding,
		Revenue Bond,
		6.125%, 07/01/2046		520,560
	500,000	California Statewide Community
		Development Authority, Series A,
		Revenue Bond,
		5.000%, 04/01/2042		549,960

Principal Amount					Value
		California (Continued)
$	1,000,000	California, GO,
		6.500%, 04/01/2033	$	1,264,440
	100,000	California, Refunding, GO,
		5.000%, 09/01/2022		123,108
	1,000,000	Gilroy Unified School District, GO,
		Assured Guaranty Insured,
		6.000%, 08/01/2025		1,216,300
		Golden State Tobacco Securitization,
		Series A, Refunding, Revenue Bond,
	175,000	5.125%, 06/01/2047		134,809
	325,000	5.750%, 06/01/2047		277,079
	700,000	Golden State Tobacco Securitization,
		Series A, Revenue Bond,
		5.000%, 06/01/2017		701,568
	1,000,000	Los Angeles Department of Airports,
		Series A, Refunding, Revenue Bond,
		5.250%, 05/15/2029		1,173,380
	500,000	San Mateo Joint Powers Financing
		Authority, Series A, Refunding,
		Revenue Bond,
		5.250%, 07/15/2025		587,020
	345,000	University of California, Series G,
		Refunding, Revenue Bond,
		5.000%, 05/15/2042		396,661
				7,935,738
		Colorado - 1.01%
	700,000	Regional Transportation District,
		Revenue Bond,
		6.000%, 01/15/2026		834,057
		Connecticut - 1.29%
		Connecticut Health & Educational
		Facilities Authority, Series A,
		Refunding, Revenue Bond,
	500,000	5.000%, 07/01/2025		603,920
	450,000	4.000%, 07/01/2049 (a)		455,981
				1,059,901
		Delaware - 0.61%
	500,000	New Castle County, Revenue Bond,
		5.000%, 09/01/2036		504,750
		Florida - 2.55%
	300,000	Brevard County Health Facilities
		Authority, Revenue Bond,
		7.000%, 04/01/2039		369,339

See notes to financial statements.

71

GuideMark^SM Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Florida (Continued)
$	500,000	Florida Board of Education, Series C,
		Refunding, GO,
		4.000%, 06/01/2025	$	571,850
	500,000	Miami-Dade County Health Facilities,
		Series A, Refunding, Revenue Bond,
		5.250%, 08/01/2021		565,650
	500,000	Miami-Dade County Transit Sales
		Surtax, Revenue Bond,
		5.000%, 07/01/2031		585,310
				2,092,149
		Georgia - 2.45%
	500,000	Atlanta Water & Wastewater,
		Revenue Bond,
		6.250%, 11/01/2039		610,405
	1,000,000	Fulton County School District,
		Refunding, GO,
		5.250%, 01/01/2014		1,061,300
	325,000	Marietta Development Authority,
		Revenue Bond,
		7.000%, 06/15/2039		344,955
				2,016,660
		Hawaii - 0.71%
	500,000	Hawaii, Series DJ, GO,
		5.000%, 04/01/2024		584,565
		Idaho - 1.43%
	1,000,000	Boise-Kuna District, Revenue Bond,
		7.375%, 06/01/2034		1,173,810
		Illinois - 3.30%
	225,000	Illinois Financial Authority,
		Revenue Bond,
		7.000%, 08/15/2044		270,403
	400,000	Northlake, GO, FGIC Insured,
		5.000%, 12/01/2029		435,968
		Railsplitter Tobacco Settlement
		Authority, Revenue Bond,
	750,000	5.000%, 06/01/2018		859,035
	500,000	6.250%, 06/01/2024		557,025
	500,000	University of Illinois, Series C,
		Revenue Bond,
		5.000%, 04/01/2026		588,235
				2,710,666

Principal Amount					Value
		Indiana - 3.47%
$	500,000	Fishers Industry Redevelopment
		District, Saxony Project, Revenue Bond,
		5.250%, 07/15/2034	$	563,675
	1,000,000	Indiana State Finance Authority, Series A,
		Refunding, Revenue Bond,
		5.000%, 02/01/2021		1,233,410
	400,000	Sheridan Community School’s
		Building Corporation, Revenue Bond,
		FSA Insured,
		5.500%, 07/15/2020		473,928
	500,000	Tri-Creek Middle School Building
		Corporation, Revenue Bond,
		FSA Insured,
		5.250%, 07/15/2021		578,550
				2,849,563
		Iowa - 1.28%
	400,000	Iowa Board of Regents, Revenue Bond,
		4.000%, 09/01/2034		414,240
	600,000	Iowa Finance Authority Pollution
		Control, Revenue Bond, FGIC Insured,
		5.000%, 07/01/2014		637,944
				1,052,184
		Kansas - 0.48%
	560,000	Wyandotte County/Kansas City
		Unified Government, Series B,
		Refunding, Revenue Bond,
		0.000%, 06/01/2021 (b)		396,374
		Kentucky - 1.23%
	1,000,000	Pikeville Hospital, Revenue Bond,
		3.000%, 09/01/2013		1,014,980
		Louisiana - 2.40%
	800,000	Louisiana Citizens Property,
		Revenue Bond,
		6.750%, 06/01/2026		967,128
	500,000	Louisiana Public Facilities Authority,
		Revenue Bond,
		5.500%, 05/15/2032		676,340
	300,000	St. Charles Parish Louisana Gulf,
		Revenue Bond,
		4.000%, 12/01/2040 (a)		326,565
				1,970,033

See notes to financial statements.

72

GuideMark^SM Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Maryland - 2.37%
$	325,000	Anne Arundel County, Tax Allocation,
		6.100%, 07/01/2040	$	352,625
	600,000	Maryland Department of Transportation
		County T Construction, Revenue Bond,
		5.500%, 02/01/2017		726,840
	400,000	Maryland Economic Development
		Corporation, Series A, Revenue Bond,
		5.750%, 06/01/2035		434,772
	400,000	Maryland Student Housing Economic
		Development, Revenue Bond,
		5.750%, 06/01/2033		432,180
				1,946,417
		Massachusetts - 3.84%
	430,000	Massachusetts Development Finance
		Agency, Series A, Revenue Bond,
		5.450%, 04/15/2014		445,798
		Massachusetts Health & Educational
		Facilities Authority, Series A,
		Refunding, Revenue Bond,
	500,000	5.000%, 12/15/2029		600,475
	785,000	5.500%, 11/15/2036		955,549
	500,000	Massachusetts Health & Educational
		Facilities Authority, Series B,
		Revenue Bond,
		5.000%, 10/01/2038		582,860
	500,000	Massachusetts, Series D,
		Refunding, GO,
		4.250%, 10/01/2027		568,365
				3,153,047
		Michigan - 1.04%
	800,000	Lansing School District, Refunding,
		GO, Q-SBLF Insured,
		5.000%, 05/01/2017		859,008
		Minnesota - 2.73%
	700,000	Minneapolis & St. Paul Housing and
		Redevolpment Authority Health Care,
		Revenue Bond,
		4.000%, 08/15/2015		747,691
	250,000	Rochester Health Care Facilities
		Mayo Clinic, Revenue Bond,
		4.000%, 11/15/2041		262,732

Principal Amount					Value
		Minnesota (Continued)
$	560,000	Rochester Health Care Facilities Mayo
		Clinic, Series C, Revenue Bond,
		4.500%, 11/15/2038 (a)	$	675,097
	500,000	Tobacco Securitization Authority,
		Series B, Revenue Bond,
		5.250%, 03/01/2031		560,680
				2,246,200
		Missouri - 5.08%
	810,000	Hannibal Industrial Development
		Authority, Hannibal Regional
		Hospital, Refunding, Revenue Bond,
		5.250%, 09/01/2018		844,935
	700,000	Missouri Development Finance Board,
		Revenue Bond,
		5.750%, 06/01/2034		730,009
	500,000	Missouri Health & Educational
		Facilities Authority, Series A,
		Revenue Bond,
		5.375%, 03/15/2039		576,110
	1,000,000	Missouri Highway & Transportation
		Commission, Series B, Revenue Bond,
		5.000%, 05/01/2024		1,144,790
	250,000	Sikeston Electric, Refunding,
		Revenue Bond,
		5.000%, 06/01/2018		289,223
	500,000	St. Louis Airport, Revenue Bond,
		6.625%, 07/01/2034		588,510
				4,173,577
		Nebraska - 0.73%
	500,000	Omaha Public Power Distributors,
		Series B, Revenue Bond,
		5.000%, 02/01/2027		601,770
		New Jersey - 2.58%
	500,000	New Jersey Economic Development
		Authority, Refunding, Revenue Bond,
		5.000%, 06/15/2026		550,830
	500,000	New Jersey State Transportation Trust
		Fund Authority, Series A, Refunding,
		Revenue Bond,
		5.500%, 12/15/2021		637,205
	500,000	New Jersey State Transportation Trust
		Fund Authority, Series B, Revenue Bond,
		5.000%, 06/15/2042		566,635

See notes to financial statements.

73

GuideMark^SM Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

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	$	369,345
				2,124,015
		New York - 9.95%
	325,000	Brooklyn Arena Local Development
		Corporation, Revenue Bond,
		6.500%, 07/15/2030		392,759
	500,000	Build NYC Resource Corp.,
		Refunding, Revenue Bond,
		5.000%, 08/01/2020		595,005
	480,000	Hudson Yards Infrastructure Corp.,
		Series A, Revenue Bond
		5.750%, 02/15/2047		567,269
	1,000,000	Metropolitan Transportation
		Authority, Series F, Revenue Bond,
		5.000%, 11/15/2014		1,094,850
	40,000	New York City Industrial Development
		Agency, Series A, Refunding,
		Revenue Bond,
		5.000%, 07/01/2022		43,065
	325,000	New York Dormitory Authority,
		Revenue Bond,
		6.125%, 12/01/2029		359,187
	300,000	New York Dormitory Authority,
		Series A, Refunding, Revenue Bond,
		4.000%, 07/01/2037		321,762
	250,000	New York Dormitory Authority,
		Series B, Refunding, Revenue Bond,
		5.000%, 07/01/2038		290,817
	500,000	New York Environmental Facilities,
		Revenue Bond,
		5.500%, 10/15/2027		697,720
		New York State Liberty Development
		Corp., Refunding, Revenue Bond,
	180,000	5.000%, 09/15/2040		204,981
	320,000	5.000%, 09/15/2043		352,915
	500,000	New York State Liberty Development
		Corp., Revenue Bond,
		5.750%, 11/15/2051		589,710
	900,000	New York, GO,
		5.375%, 04/01/2036		1,032,714

Principal Amount					Value
		New York (Continued)
$	500,000	New York, Series E, GO,
		4.000%, 12/15/2027	$	566,115
	500,000	Sales Tax Asset Receivable Corp.,
		Series A, Revenue Bond,
		5.250%, 10/15/2019		549,060
	500,000	Tobacco Settlement Financing,
		Revenue Bond,
		5.250%, 06/01/2021		516,535
				8,174,464
		North Carolina - 0.71%
	500,000	North Carolina Capital Facilities
		Finance Agency, Series B,
		Refunding, Revenue Bond,
		5.000%, 10/01/2038		581,335
		North Dakota - 0.71%
	500,000	University of North Dakota,
		Refunding, Revenue,
		5.000%, 04/01/2032		585,695
		Ohio - 3.30%
	500,000	Buckeye Tobacco Settlement
		Financial Authority, Series A,
		Revenue Bond,
		5.875%, 06/01/2047		403,645
	500,000	Ohio Air Quality Development
		Authority, Series A, Revenue Bond,
		5.700%, 08/01/2020		585,170
	500,000	Ohio Higher Education Facilities
		Commission, Refunding,
		Revenue Bond,
		5.000%, 01/01/2026		591,710
	1,000,000	Ohio, Series A, GO,
		5.000%, 09/01/2015		1,130,510
				2,711,035
		Oregon - 0.57%
	400,000	Clackamas County School District, GO,
		5.000%, 06/15/2021 (a)		465,272
		Pennsylvania - 8.95%
	1,250,000	Allegheny County Hospital
		Development Authority, Series A,
		Revenue Bond,
		5.000%, 09/01/2014		1,356,850

See notes to financial statements.

74

GuideMark^SM Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Pennsylvania (Continued)
$	180,000	Allegheny County Industrial
		Development Authority, Refunding,
		Revenue Bond,
		6.500%, 05/01/2017	$	194,737
	500,000	Butler County Hospital Authority,
		Revenue Bond,
		7.125%, 07/01/2029		621,260
	1,000,000	Lycoming County College,
		Revenue Bond,
		5.500%, 07/01/2026		1,190,140
	200,000	Montgomery County Industrial
		Development Authority,
		Revenue Bond,
		6.000%, 02/01/2021		204,196
	400,000	Pennsylvania Economic Development
		Financing Authority, Albert Einstein
		Health Care, Series A, Refunding,
		Revenue Bond,
		6.250%, 10/15/2023		468,592
	325,000	Pennsylvania Economic Development
		Financing Authority, Allegheny
		Energy Supply, Revenue Bond,
		7.000%, 07/15/2039		389,444
		Pennsylvania Higher Educational
		Facilities Authority, Revenue Bond,
	500,000	5.250%, 07/01/2019		573,135
	400,000	5.800%, 07/01/2030		453,212
	1,000,000	Pennsylvania, Refunding, GO,
		5.250%, 02/01/2014		1,064,990
	500,000	Philadelphia Gas Works, Refunding,
		Revenue Bond,
		5.250%, 08/01/2017		580,915
	250,000	Tioga County Industrial Development
		Authority Student Housing,
		Series C-1, Revenue Bond,
		3.000%, 03/01/2014		254,335
				7,351,806
		Puerto Rico - 2.01%
	120,000	Puerto Rico Aqueduct & Sewer
		Authority, Series A, Refunding,
		Revenue Bond,
		6.000%, 07/01/2047		127,255

Principal Amount					Value
		Puerto Rico (Continued)
$	375,000	Puerto Rico Commonwealth,
		Series A, Refunding, Revenue Bond,
		Assured Guaranty Insured,
		5.000%, 07/01/2016	$	414,952
	620,000	Puerto Rico Commonwealth, Series B,
		Prerefunded, Refunding, GO,
		5.250%, 07/01/2032		729,864
	380,000	Puerto Rico Electric Power Authority,
		Series A, Revenue Bond,
		5.000%, 07/01/2042		379,970
				1,652,041
		South Dakota - 0.64%
	500,000	South Dakota Housing Development
		Authority, Series A, Revenue Bond,
		4.250%, 05/01/2015		522,560
		Texas - 8.93%
	430,000	Central Texas Regional Mobility
		Authority, Revenue Bond,
		6.000%, 01/01/2041		502,356
	635,000	Clifton Texas Higher Education
		Finance Corporation, Series A,
		Refunding, Revenue Bond,
		4.000%, 12/01/2015		662,184
	515,000	Frisco Texas Independent School
		District, Series A, GO,
		6.000%, 08/15/2038		629,124
	425,000	Harris County Industrial
		Development, Revenue Bond,
		5.000%, 02/01/2023		472,447
	500,000	Houston, GO,
		5.250%, 03/01/2028		585,735
	580,000	La Porte Independent School
		District, GO,
		5.250%, 02/15/2024		647,611
	500,000	Mansfield Independent School
		District, GO,
		1.750%, 08/01/2042		516,910
	250,000	North Texas Tollway Authority,
		Series A, Revenue Bond,
		5.000%, 09/01/2020		305,235
	770,000	North Texas Tollway Authority,
		Series E, Refunding, Revenue Bond,
		5.750%, 01/01/2038 (a)		880,610

See notes to financial statements.

75

GuideMark^SM Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Texas (Continued)
$	400,000	Texas Private Activity Surface
		Transportation Corp.,
		LBJ Infrastructure, Revenue Bond,
		7.500%, 06/30/2033	$	507,652
	445,000	Texas Private Activity Surface
		Transportation Corp., Revenue Bond,
		7.500%, 12/31/2031		560,923
	500,000	Texas Transportation Commission,
		Revenue Bond,
		5.000%, 04/01/2018		598,640
	400,000	Texas, Series A, GO,
		5.000%, 04/01/2022		472,080
				7,341,507
		Utah - 1.48%
	1,000,000	Utah Associated Municipal Power
		Systems San Juan Project,
		Refunding, Revenue Bond,
		5.500%, 06/01/2022		1,214,060
		Virginia - 2.19%
	1,000,000	Henry County Public Service
		Authority Water & Sewer, Refunding,
		Revenue Bond, FSA Insured,
		5.500%, 11/15/2019		1,224,380
	400,000	Virginia College Building Authority
		Educational Facilities, Revenue Bond,
		5.750%, 01/01/2034		576,636
				1,801,016
		Washington - 1.40%
	500,000	Energy Northwest Washington
		Electric, Series D, Revenue Bond,
		5.000%, 07/01/2035		586,235
	500,000	King County Hospital, Refunding, GO,
		MBIA Insured,
		5.000%, 12/01/2021		566,005
				1,152,240
		Wisconsin - 2.54%
	500,000	Southeast Wisconsin Professional
		Baseball Park Sales Tax, Series A,
		Revenue Bond, MBIA Insured,
		5.500%, 12/15/2026		612,960

Principal Amount					Value
		Wisconsin (Continued)
$	220,000	Wisconsin Public Finance Authority,
		Refunding, Revenue Bond,
		5.000%, 07/01/2022	$	235,761
	1,000,000	Wisconsin, Series A, Refunding,
		Revenue Bond,
		6.000%, 05/01/2033		1,236,340
				2,085,061
		Total Municipal Debt Obligations
		(Cost $72,934,245)		80,871,402
Number of Shares
		SHORT TERM INVESTMENTS - 1.93%
		Money Market Funds - 1.93%
	1,588,494	Fidelity Tax Exempt Portfolio
		Effective Yield, 0.01% (a)		1,588,494
		Total Short Term Investments
		(Cost $1,588,494)		1,588,494
		Total Investments
		(Cost $74,522,739) - 100.34%		82,459,896
		Liabilities in Excess of
		Other Assets - (0.34)%		(277,527		)
		TOTAL NET ASSETS - 100.00%	$	82,182,369

Percentages are stated as a percent of net assets.
(a)	Variable Rate Security. The rate shown is the rate in effect on September 30, 2012.
(b)	Zero coupon bond.

Glossary of Terms
ACA	- American Capital Access
FGIC	- Financial Guaranty Insurance Corp.
FSA	- Financial Security Assurance, Inc.
GO	- General Obligation
MBIA	- Municipal Bond Investors Assurance Corp.
Q-SBLF	- Qualified School Board Loan

See notes to financial statements.

76

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2012

Principal Amount					Value
		ASSET BACKED SECURITIES - 0.69%
$	754,872	Diamond Resorts Owner Trust
		2011-1A, 4.000%, 03/20/2023
		(Acquired 04/21/2011,
		Cost $749,657) (b)	$	768,503
	800,246	GSAA Trust
		2005-11, 0.497%, 10/25/2035 (c)		704,601
	270,013	Sierra Receivables Funding Co. LLC
		2012-1A, 2.840%, 11/20/2028
		(Acquired 03/14/2012,
		Cost $269,956) (b)		273,388
		Total Asset Backed Securities
		(Cost $1,673,905)		1,746,492
		BANK LOANS - 2.49%
	85,000	Acosta
		0.350%, 03/02/2018		85,531
	65,000	ADS Waste Holding, Inc.
		4.364%, 09/25/2019		65,542
		AmWINS Group, Inc.
	23,000	10.250%, 11/23/2019		23,067
	92,000	9.250%, 12/06/2019		92,268
	125,000	AOT Bedding Super Holdings, LLC
		4.126%, 09/19/2019		124,676
		Applied Systems
	30,102	5.500%, 12/08/2016		30,177
	114,173	5.500%, 12/08/2016		114,459
	194,513	Ascena Retail Group, Inc.
		4.750%, 06/14/2018		196,296
	238,800	Ascend Performance Materials
		6.750%, 04/10/2018		239,695
	55,000	BJ’s Wholesale Club
		5.750%, 03/29/2019		55,963
	337,985	Blackboard, Inc.
		7.500%, 10/04/2018		340,182
	85,000	Calpine Corporation
		3.608%, 09/28/2019		84,575
	45,000	CPG International, Inc.
		5.750%, 09/18/2019		45,169
	79,600	DS Waters of America, Inc.
		10.500%, 08/29/2017		82,486
	260,549	Edwards Extended
		5.500%, 05/31/2016		262,991
	302,701	Epicor Software Corp.
		5.000%, 05/16/2018		305,047

Principal Amount					Value
		BANK LOANS (Continued)
$	55,000	Essar Steel Algoma, Inc.
		8.750%, 09/07/2014	$	55,550
	105,000	First Data Corporation
		5.389%, 09/13/2018		103,338
	60,000	Frac Tech Services, Ltd.
		6.250%, 05/06/2016		57,919
		Kindred Healthcare, Inc.
	30,000	4.126%, 06/01/2018		29,634
	124,058	5.250%, 06/01/2018		122,544
	104,213	Kronos Worldwide, Inc.
		6.250%, 12/28/2017		105,776
	195,000	Level 3 Financing, Inc.
		3.608%, 08/01/2019		195,000
	114,942	MultiPlan, Inc.
		4.750%, 08/26/2017		115,493
	340,000	NGPL PipeCo LLC
		6.750%, 09/15/2017		347,367
		Nortek, Inc.
	286,081	5.252%, 04/26/2017		288,345
	624	5.252%, 04/26/2017		629
		Nuveen Investments, Inc.
	14,373	5.898%, 05/13/2017		14,283
	10,627	5.898%, 05/13/2017		10,574
		P.F. Chang’s China Bistro, Inc.
	1,197	6.250%, 06/21/2019		1,210
	71,803	6.250%, 07/02/2019		72,611
	85,000	Par Pharmaceutical Companies, Inc.
		4.129%, 09/18/2019		84,947
		Paradigm
	84,867	10.500%, 07/24/2020		86,140
	5,133	10.500%, 07/24/2020		5,210
		Patriot Coal Corporation (DIP)
	160,000	9.250%, 10/03/2013		161,400
	80,000	9.250%, 10/03/2013		80,700
	287,262	Quintiles Corp.
		5.000%, 06/08/2018		289,345
	105,000	Sensus Metering Systems
		8.500%, 05/09/2018		105,000
	79,000	Six3 Systems, Inc.
		0.575%, 09/28/2019		78,210
	180,000	SRA International
		6.500%, 07/20/2018		178,875
		The TriZetto Group, Inc.
	139,271	4.750%, 05/02/2018		138,879

See notes to financial statements.

77

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		BANK LOANS (Continued)
$	35,000	7.610%, 03/27/2019	$	34,783
		TricorBraun, Inc.
	154,613	5.500%, 05/03/2018		155,772
	388	5.500%, 05/03/2018		390
		Tronox, Inc.
	69,825	4.250%, 02/08/2018		70,523
	254,363	4.250%, 02/08/2018		256,906
		Valeant Pharmaceuticals International, Inc.
	140,000	0.358%, 02/08/2019		140,000
	195,000	3.608%, 02/08/2019		195,331
	180,000	Visant Holding Corp.
		5.250%, 12/22/2016		174,311
	180,000	West Corporation
		5.750%, 06/01/2018		181,912
	245,000	Wolverine Healthcare
		6.750%, 05/25/2019		247,144
		Total Bank Loans
		(Cost $6,207,243)		6,334,175
		COLLATERALIZED MORTGAGE
		OBLIGATIONS - 13.06%
		American Home Mortgage Investment
		Trust
	273,531	2005-2, 2.155%, 09/25/2045 (c)		256,298
	209,114	2006-1, 0.357%, 03/26/2046 (c)		157,087
	1,280,047	Banc of America Funding Corp
		2007-8, 6.000%, 08/25/2037		1,148,366
	173,604	Bank of America Mortgage Securities, Inc.
		2005-A, 3.003%, 02/25/2035 (c)		167,007
	273,956	Bear Stearns Adjustable Rate
		Mortgage Trust
		2004-1, 2.870%, 04/25/2034 (c)		258,113
	240,000	Bear Stearns Commercial Mortgage
		Securities
		2003-PWR2, 5.813%, 05/11/2039
		(Acquired 03/06/2012,
		Cost $246,552) (b)(c)		243,236
	835,000	CFCRE Commercial Mortgage Trust
		2011-C1, 5.549%, 04/15/2044
		(Acquired 04/19/2011 and 05/17/2011,
		Cost $828,461) (b)(c)		833,571
	1,847,018	Chase Mortgage Finance Corp.
		2007-S3, 6.000%, 05/25/2037		1,616,065
	211,423	Citimortgage Alternative Loan Trust
		2006-A3, 6.000%, 07/25/2036		161,400

Principal Amount					Value
		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
$	385,366	2007-A6, 6.000%, 06/25/2037	$	313,639
		Citi-Sturcture LLC
	2,544,225	3127, 3.000%, 09/01/2042 (e)		2,665,076
	2,000,000	3147, 3.000%, 10/01/2042		2,097,500
		Countrywide Alternative Loan Trust
	287,455	2006-J4, 6.250%, 07/25/2036		196,344
	281,539	2007-4CB, 5.750%, 04/25/2037		225,038
		Countrywide Home Loans
	83,443	2004-HYB4, 2.775%, 09/20/2034 (c)		76,102
	406,273	2004-HYB8, 3.687%, 01/20/2035 (c)		353,651
	109,895	2005-11, 0.487%, 04/25/2035 (c)		79,939
	206,999	Credit Suisse First Boston Mortgage
		Securities Corp.
		2005-10, 5.500%, 11/25/2035		176,582
	271,174	Credit Suisse Mortgage Capital
		Certificates
		2006-8, 6.500%, 10/25/2021		211,029
	1,102,137	CSMC Mortgage-Backed Trust
		2006-9, 6.000%, 11/25/2036		1,020,482
	1,255,000	DBUBS Mortgage Trust
		2011-LC1, 5.557%, 11/13/2046
		(Acquired 04/15/2011 and 06/20/2011,
		Cost $1,212,398) (b)(c)		1,252,769
	796,314	First Horizon Alternative Mortgage
		Securities
		2007-FA4, 6.250%, 08/25/2037		638,953
	1,134,900	First Horizon Mortgage Pass-Through
		Trust
		2007-4, 6.000%, 08/25/2037		1,068,745
	339,969	GMAC Mortgage Corp Loan Trust
		2005-AR4, 3.586%, 07/19/2035 (c)		311,292
		GSR Mortgage Loan Trust
	63,816	2004-14, 2.893%, 12/25/2034 (c)		54,857
	235,713	2005-AR4, 3.134%, 07/25/2035 (c)		216,481
	1,762,351	2006-9F, 6.500%, 10/25/2036		1,598,913
	947,675	2007-4F, 6.000%, 07/25/2037		883,758
	695,572	Impac Secured Assets CMN Owner
		Trust
		2007-2, 0.327%, 05/25/2037 (c)		423,573
		IndyMac Index Mortgage Loan Trust
	1,152,967	2005-AR1, 2.737%, 03/25/2035 (c)		1,063,254
	62,286	2005-AR16IP, 0.537%,
		07/25/2045 (c)		47,831

See notes to financial statements.

78

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
$	1,205,974	IndyMac IMJA Mortgage Loan Trust
		2007-A-1, 6.250%, 11/25/2037	$	1,079,181
	9,000,000	JP Morgan Chase Commercial
		Mortgage Services
		2012-C8, 2.380%, 10/15/2045 (c)		1,228,599
	545,606	Master Adjustable Rate Mortgages Trust
		2006-2, 2.920%, 04/25/2036 (c)		472,691
	1,245,719	MASTR Adjustable Rate Mortgages Trust
		2006-2, 2.873%, 01/25/2036 (c)		1,145,701
	160,753	MLCC Mortgage Investors, Inc.
		2006-2, 2.348%, 05/25/2036 (c)		159,597
	400,000	Morgan Stanley Capital I
		2011-C2, 5.317%, 06/17/2044
		(Acquired 06/22/2011,
		Cost $341,597) (b)(c)		381,725
		Morgan Stanley Mortgage Loan Trust
	1,669,727	2005-10, 6.000%, 12/25/2035		1,403,827
	405,347	2006-11, 6.000%, 08/25/2036		331,126
	141,781	New York Mortgage Trust
		2006-1, 2.951%, 05/25/2036 (c)		118,233
	804,774	Residential Accredit Loans, Inc.
		2005-QA12, 4.107%, 12/25/2035 (c)		586,649
		Residential Asset Securitization Trust
	457,000	2005-A8CB, 5.375%, 07/25/2035		382,271
	1,625,142	2007-A2, 6.000%, 04/25/2037		1,412,419
	1,264,427	2007-A6, 6.000%, 06/25/2037		1,105,796
	1,511,016	2007-A7, 6.000%, 07/25/2037		1,208,051
	149,278	Residential Funding Mortgage Securities I
		2006-S1, 5.750%, 01/25/2036		149,785
		WaMu Mortgage Pass-Through Certificate
	57,234	2006-AR17, 0.958%, 12/25/2046 (c)		49,167
	110,191	2007-OA3, 0.908%, 04/25/2047 (c)		91,075
	653,385	Wells Fargo Alternative Loan Trust
		2007-PA1, 6.000%, 03/25/2037		517,880
	216,499	Wells Fargo Mortgage Backed Securities
		Trust
		2005-11, 5.500%, 11/25/2035		230,114
	1,350,000	WF-RBS Commercial Mortgage Trust
		2011-C2, 5.465%, 02/18/2044
		(Acquired 04/06/2011 and 04/29/2011,
		Cost $1,324,367) (b)(c)		1,320,314
		Total Collateralized Mortgage Obligations
		(Cost $32,466,233)		33,191,152

Number of Shares					Value
		COMMON STOCKS - 1.39%
		Chemicals - 0.10%
	10,808	Tronox Ltd.	$	244,801
		Diversified Financial Services - 0.06%
	3,797	JPMorgan Chase & Co.		153,703
		Diversified Telecommunication Services - 0.34%
	5,886	AT&T, Inc.		221,902
	11,942	Deutsche Telekom AG - ADR		147,245
	5,482	France Telecom SA - ADR		66,990
	11,285	Telefonica SA - ADR		149,865
	5,918	Verizon Communications, Inc.		269,683
				855,685
		Industrial Conglomerates - 0.03%
	762	Siemens AG - ADR		76,314
		Metals & Mining - 0.09%
	1,884	Barrick Gold Corp.		78,676
	1,743	Goldcorp, Inc.		79,917
	1,443	Newmont Mining Corp.		80,822
				239,415
		Oil & Gas - 0.36%
	1,625	Chevron Corp.		189,410
	2,477	Exxon Mobil Corp.		226,522
	3,106	Royal Dutch Shell Plc - ADR		215,587
	2,856	Statoil ASA - ADR		73,656
	4,315	Total SA - ADR		216,182
				921,357
		Pharmaceuticals - 0.11%
	2,193	Bristol Myers Squibb Co.		74,014
	2,838	GlaxoSmithKline Plc - ADR		131,229
	3,017	Pfizer, Inc.		74,972
				280,215
		Software - 0.05%
	4,283	Microsoft Corp.		127,548
		Textiles, Apparel & Luxury Goods - 0.03%
	739	NIKE, Inc.		70,139
		Tobacco - 0.11%
	4,248	Altria Group, Inc.		141,841
	1,483	Philip Morris International, Inc.		133,381
				275,222
		Wireless Telecommunication Services - 0.11%
	9,708	Vodafone Group Plc - ADR		276,629
		Total Common Stocks
		(Cost $3,319,376)		3,521,028

See notes to financial statements.

79

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		CONVERTIBLE OBLIGATIONS - 0.77%
		Auto Components - 0.09%
$	140,000	TRW Automotive, Inc.
		3.500%, 12/01/2015	$	231,350
		Automobiles - 0.11%
	205,000	Ford Motor Co.
		4.250%, 11/15/2016		283,797
		Biotechnology - 0.09%
	170,000	Vertex Pharmaceuticals, Inc.
		3.350%, 10/01/2015		219,194
		Communications Equipment - 0.12%
	280,000	Ciena Corp.
		3.750%, 10/15/2018
		(Acquired 01/17/2012,
		Cost $290,416) (b)		295,400
		Computers & Peripherals - 0.11%
	85,000	EMC Corp.
		1.750%, 12/01/2013		146,359
	125,000	SanDisk Corp.
		1.500%, 08/15/2017		142,110
				288,469
		Oil & Gas - 0.15%
	105,000	Chesapeake Energy Corp.
		2.750%, 11/15/2035		100,472
	335,000	Peabody Energy Corp.
		4.750%, 12/15/2066		283,912
				384,384
		Semiconductor & Semiconductor
		Equipment - 0.10%
	215,000	Intel Corp.
		3.250%, 08/01/2039		266,062
		Total Convertible Obligations
		(Cost $2,095,688)		1,968,656
Number of Shares
		CONVERTIBLE PREFERRED STOCKS - 0.43%
		Automobiles - 0.14%
	9,570	General Motors Co.		356,770
		Banks - 0.19%
	112	Bank of America Corporation		122,080
	305	Wells Fargo & Co.		377,590
				499,670

Number of Shares					Value
		Oil & Gas - 0.10%
	5,100	Apache Corp.	$	248,115
		Total Convertible Preferred Stocks
		(Cost $1,102,994)		1,104,555
Principal Amount
		CORPORATE OBLIGATIONS - 21.88%
		Aerospace & Defense - 0.18%
$	400,000	Meccanica Holdings USA, Inc.
		6.250%, 07/15/2019
		(Acquired 01/10/2012,
		Cost $321,633) (b)		377,515
	100,000	7.375%, 07/15/2039
		(Acquired 08/17/2011,
		Cost $94,762) (b)		88,732
				466,247
		Airlines - 0.50%
	269,684	Delta Air Lines, Inc.
		2007-1, 6.821%, 08/10/2022		298,001
	415,000	US Airways Group, Inc.
		5.900%, 10/01/2024		438,863
		Continental Airlines, Inc.
	85,000	4.000%, 04/29/2026		87,235
	70,000	5.500%, 04/29/2022		71,925
	335,856	6.545%, 02/02/2019		367,762
				1,263,786
		Auto Components - 0.11%
	260,000	Visteon Corp.
		6.750%, 04/15/2019		274,300
		Banks - 2.20%
	705,000	Capital One Capital VI
		8.875%, 05/15/2040		720,342
	700,000	Cooperatieve Centrale Raiffeisen-
		Boerenleenbank BA
		3.375%, 01/19/2017		743,732
	1,000,000	Halyk Savings Bank of Kazakhstan JSC
		7.250%, 01/28/2021
		(Acquired 04/05/2011 and 04/11/2011,
		Cost $1,017,908) (b)		1,041,250
	630,000	Lloyds TSB Bank Plc
		6.500%, 03/24/2020		817,908
		CIT Group, Inc.
	100,000	5.375%, 05/15/2020		108,750
	100,000	5.000%, 08/15/2022		104,541

See notes to financial statements.

80

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		CORPORATE OBLIGATIONS (Continued)
		Banks (Continued)
		Eksportfinans ASA
$	545,000	2.000%, 09/15/2015	$	509,934
	160,000	2.375%, 05/25/2016		148,127
	335,000	2.250%, 02/11/2021		309,888
		Royal Bank of Scotland Plc
	450,000	4.350%, 01/23/2017		552,149
	400,000	6.934%, 04/09/2018		524,908
				5,581,529
		Biotechnology - 0.29%
	645,000	Amgen, Inc.
		5.375%, 05/15/2043		750,434
		Business Services - 0.47%
	1,120,000	Alfa Bond Issuance Plc
		7.750%, 04/28/2021
		(Acquired 04/19/2011,
		Cost $1,120,000) (b)		1,191,456
		Capital Markets - 0.15%
	315,000	Merrill Lynch & Co, Inc.
		6.875%, 11/15/2018		380,837
		Chemicals - 0.40%
	645,000	Hercules, Inc.
		6.500%, 06/30/2029		590,175
	200,000	Mexichem SAB de CV
		6.750%, 09/19/2042
		(Acquired 09/12/2012,
		Cost $200,000) (b)		208,040
	100,000	Ineos Group Holdings Ltd.
		8.500%, 02/15/2016
		(Acquired 04/12/2011,
		Cost $101,283) (b)		95,000
	100,000	7.875%, 02/15/2016
		(Acquired 10/25/2011,
		Cost $115,544) (b)		119,831
				1,013,046
		Commercial Services & Supplies - 0.61%
	200,000	Emergency Medical Services Corp.
		8.125%, 06/01/2019		213,000
	515,000	Steelcase, Inc.
		6.375%, 02/15/2021		554,225

Principal Amount					Value
		Commercial Services & Supplies (Continued)
$	550,000	International Lease Finance Corp.
		6.750%, 09/01/2016
		(Acquired 03/07/2012 and 03/13/2012,
		Cost $595,747) (b)	$	620,812
	100,000	8.250%, 12/15/2020		119,250
	30,000	5.875%, 04/01/2019		31,959
				1,539,246
		Communications - 0.15%
	150,000	CCO Holdings LLC
		8.125%, 04/30/2020		170,250
	200,000	Univision Communications, Inc.
		7.875%, 11/01/2020
		(Acquired 04/20/2011,
		Cost $212,614) (b)		215,000
				385,250
		Computers & Peripherals - 0.26%
	380,000	Hewlett Packard Co.
		4.650%, 12/09/2021		396,964
	255,000	NCR Corp.
		5.000%, 07/15/2022
		(Acquired 09/12/2012,
		Cost $255,000) (b)		258,825
				655,789
		Construction Materials - 0.08%
	200,000	Cemex S.A.B. de C.V.
		9.000%, 01/11/2018
		(Acquired 07/06/2011 and 07/13/2012,
		Cost $189,617) (b)		201,000
		Consumer Finance - 0.11%
	250,000	Ally Financial, Inc.
		7.500%, 09/15/2020		287,812
		Diversified Business Services - 0.11%
	250,000	United Rentals, Inc.
		8.375%, 09/15/2020		268,750
		Diversified Financial Services - 1.18%
	630,000	Doric Nimrod Air Finance Alpha Ltd.
		5.125%, 11/30/2024
		(Acquired 06/28/2012,
		Cost $630,000) (b)		655,200
	100,000	Ford Motor Credit Co. LLC
		5.750%, 02/01/2021		112,257

See notes to financial statements.

81

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		CORPORATE OBLIGATIONS (Continued)
		Diversified Financial Services (Continued)
$	900,000	General Electric Capital Corp.
		7.125%, 06/15/2022 (c)	$	1,006,894
	100,000	Nuveen Investments, Inc.
		9.500%, 10/15/2020
		(Acquired 09/12/2012,
		Cost $100,000) (b)		100,000
	100,000	Pinnacle Foods Finance LLC
		8.250%, 09/01/2017		108,875
	400,000	Schahin II Finance Co SPV Ltd.
		5.875%, 09/25/2022
		(Acquired 03/21/2012 and 04/25/2012,
		Cost $400,461) (b)		420,000
	715,000	Textron Financial Corp.
		6.000%, 02/15/2067
		(Acquired 02/23/2012, 03/09/2012,
		03/19/2012, and 04/24/2012
		Cost $573,583) (b)(c)		607,750
				3,010,976
		Diversified Manufacturing - 0.26%
	600,000	Votorantim Cimentos SA
		7.250%, 04/05/2041
		(Acquired 04/06/2011,
		Cost $594,000) (b)		652,500
		Diversified Telecommunication Services - 0.93%
	1,705,000	Brasil Telecom SA
		9.750%, 09/15/2016
		(Acquired 09/08/2011 and 04/19/2012,
		Cost $1,009,269) (b)		887,298
	190,000	Clearwire Communications LLC
		12.000%, 12/01/2015
		(Acquired 02/03/2012,
		Cost $180,241) (b)		189,050
	250,000	Cricket Communications, Inc.
		7.750%, 10/15/2020		245,000
	150,000	Frontier Communications Corp.
		8.500%, 04/15/2020		170,250
	145,000	Level 3 Communications, Inc.
		8.875%, 06/01/2019
		(Acquired 07/18/2012,
		Cost $145,000) (b)		152,794
	710,000	Qwest Corp.
		7.200%, 11/10/2026		719,762
				2,364,154

Principal Amount					Value
		Electric Utilities - 0.34%
$	600,000	Centrais Eletricas Brasileiras SA
		5.750%, 10/27/2021
		(Acquired 09/04/2012,
		Cost $676,053) (b)	$	670,500
		EDP Finance BV
	150,000	5.750%, 09/21/2017		190,668
				861,168
		Electrical Equipment, Instruments
		& Components - 0.30%
	740,000	Ingram Micro, Inc.
		5.000%, 08/10/2022		767,264
		Energy Equipment & Services - 0.66%
	330,000	Basic Energy Services, Inc.
		7.750%, 02/15/2019		339,900
	200,000	Cie Generale de Geophysique - Veritas
		7.750%, 05/15/2017		208,125
	580,000	Cia de Eletricidade do Estado da Bahia
		11.750%, 04/27/2016
		(Acquired 04/19/2011,
		Cost $367,321) (b)		311,136
	380,000	Global Geophysical Services, Inc.
		10.500%, 05/01/2017		364,800
	400,000	Odebrecht Finance Ltd.
		7.125%, 06/26/2042
		(Acquired 06/21/2012,
		Cost $393,916) (b)		446,600
				1,670,561
		Food & Staples Retailing - 0.04%
	115,000	Delhaize Group SA
		5.700%, 10/01/2040		102,653
		Food Products - 0.46%
	700,000	BRF-Brasil Foods SA
		5.875%, 06/06/2022
		(Acquired 05/31/2012,
		Cost $693,490) (b)		766,500
	200,000	Del Monte Corp.
		7.625%, 02/15/2019		206,750
	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)		200,500
				1,173,750

See notes to financial statements.

82

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		CORPORATE OBLIGATIONS (Continued)
		Health Care Equipment & Supplies - 0.04%
$	100,000	Hologic, Inc.
		6.250%, 08/01/2020
		(Acquired 07/19/2012,
		Cost $100,000) (b)	$	106,500
		Health Care Providers & Services - 0.22%
	200,000	Community Health Systems, Inc.
		8.000%, 11/15/2019		220,500
	100,000	DaVita, Inc.
		5.750%, 08/15/2022		104,500
	200,000	HCA, Inc.
		7.875%, 02/15/2020		225,750
	4,000	Vanguard Health Systems, Inc.
		0.000%, 02/01/2016 (d)		2,840
				553,590
		Hotels, Restaurants & Leisure - 0.40%
	405,000	Mandalay Resort Group
		7.625%, 07/15/2013		417,150
	100,000	ClubCorp Club Operations, Inc.
		10.000%, 12/01/2018		110,250
	250,000	Caesars Entertainment Operating Co., Inc.
		11.250%, 06/01/2017		270,000
	200,000	MGM Resorts International
		7.500%, 06/01/2016		215,000
				1,012,400
		Household Products - 0.10%
	250,000	Reynolds Group Issuer LLC
		8.250%, 02/15/2021 (c)		249,375
		Independent Power Producers &
		Energy Traders - 0.60%
	150,000	Calpine Corp.
		7.500%, 02/15/2021
		(Acquired 04/04/2011,
		Cost $156,365) (b)		162,750
	335,000	Energy Future Holdings Corp.
		10.000%, 01/15/2020		371,013
	335,000	Energy Future Intermediate Holding
		Co. LLC
		11.750%, 03/01/2022
		(Acquired 06/05/2012,
		Cost $339,187) (b)		357,612

Principal Amount					Value
		Independent Power Producers &
		Energy Traders (Continued)
		Enel Finance International NV
$	200,000	6.800%, 09/15/2037
		(Acquired 09/01/2011,
		Cost $186,691) (b)	$	194,362
	500,000	6.000%, 10/07/2039
		(Acquired 09/01/2011, 09/09/2011,
		09/14/2011, 05/17/2012, and
		05/22/2012,
		Cost $417,292) (b)		451,020
				1,536,757
		Insurance - 0.30%
	650,000	Metlife Capital Trust IV
		7.875%, 12/15/2037
		(Acquired 04/12/2011,
		Cost $710,619) (b)(c)		770,250
		Investment Companies - 0.04%
	100,000	PBF Holding Co. LLC / PBF Finance Corp.
		8.250%, 02/15/2020
		(Acquired 01/27/2012,
		Cost $98,565) (b)		105,500
		IT Services - 0.27%
	675,000	Lender Processing Services, Inc.
		5.750%, 04/15/2023		675,000
		Machinery - 0.04%
	100,000	Navistar International Corp.
		8.250%, 11/01/2021		95,375
		Media - 0.50%
	200,000	Clear Channel Communications, Inc.
		9.000%, 03/01/2021		179,000
	760,000	Clear Channel Worldwide
		Holdings, Inc.
		7.625%, 03/15/2020		744,800
	150,000	DISH DBS Corp.
		7.125%, 02/01/2016		166,500
	200,000	Nara Cable Funding Ltd.
		8.875%, 12/01/2018
		(Acquired 01/30/2012,
		Cost $188,371) (b)		183,500
				1,273,800

See notes to financial statements.

83

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		CORPORATE OBLIGATIONS (Continued)
		Metals & Mining - 1.31%
$	760,000	Anglo American Capital PLC
		4.125%, 09/27/2022
		(Acquired 09/20/2012,
		Cost $754,285) (b)	$	764,513
	270,000	AngloGold Ashanti Holdings PLC
		5.125%, 08/01/2022		275,477
	200,000	Inmet Mining Corp.
		8.750%, 06/01/2020
		(Acquired 05/15/2012,
		Cost $197,168) (b)		208,000
	380,000	Newcrest Finance Ltd.
		4.200%, 10/01/2022
		(Acquired 09/24/2012,
		Cost $377,792) (b)		383,338
	575,000	Teck Resources Ltd.
		5.400%, 02/01/2043		563,120
		Arcelormittal SA
	275,000	7.000%, 03/01/2041		247,936
	440,000	5.750%, 03/01/2021		419,886
		FMG Resources Ltd.
	200,000	7.000%, 11/01/2015
		(Acquired 08/29/2012,
		Cost $198,559) (b)		200,000
	250,000	6.875%, 02/01/2018
		(Acquired 04/26/2011,
		Cost $263,037) (b)		233,437
	50,000	6.000%, 04/01/2017
		(Acquired 03/14/2012,
		Cost $50,000) (b)		46,750
				3,342,457
		Multi Utilities - 0.39%
	980,000,000	Empresas Publicas de Medellin ESP
		8.375%, 02/01/2021
		(Acquired 04/28/2011,
		Cost $564,639) (b)		611,270
	200,000	Intergen NV
		9.000%, 06/30/2017
		(Acquired 04/04/2011,
		Cost $211,412) (b)		193,500

Principal Amount					Value
		Multi Utilities (Continued)
$	250,000	Texas Competitive Electric
		Holdings Co. LLC
		11.500%, 10/01/2020
		(Acquired 04/14/2011 and
		11/09/2011,
		Cost $241,751) (b)	$	196,875
				1,001,645
		Office Equipment - 0.09%
	200,000	CDW LLC / CDW Finance Corp.
		8.500%, 04/01/2019		218,500
		Oil & Gas - 3.95%
	305,000	Connacher Oil & Gas Ltd.
		8.500%, 08/01/2019
		(Acquired 05/22/2012, 05/29/2012,
		05/30/2012, 06/05/2012, 06/12/2012,
		06/25/2012, and 06/26/2012),
		Cost $285,370) (b)		263,825
	700,000	Eni SpA
		4.150%, 10/01/2020
		(Acquired 09/24/2012 and 09/25/2012,
		Cost $701,750) (b)		706,021
	375,000	Halcon Resources Corp.
		9.750%, 07/15/2020
		(Acquired 06/29/2012 and 08/22/2012,
		Cost $373,391) (b)		384,375
	250,000	Linn Energy LLC
		7.750%, 02/01/2021		265,625
	800,000	OGX Petroleo & Gas Participacoes SA
		8.375%, 04/01/2022
		(Acquired 03/27/2012, 05/22/2012,
		and 06/29/2012, Cost $768,605) (b)		698,000
	88,000	Petroleos Mexicanos
		7.650%, 11/24/2021
		(Acquired 12/01/2011,
		Cost $646,857) (b)		747,591
	250,000	Plains Exploration & Production Co.
		6.625%, 05/01/2021		255,000
	200,000	Quicksilver Resources, Inc.
		9.125%, 08/15/2019		191,000
	200,000	Samson Investment Co.
		9.750%, 02/15/2020
		(Acquired 02/06/2012,
		Cost $200,000) (b)		206,250

See notes to financial statements.

84

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		CORPORATE OBLIGATIONS (Continued)
		Oil & Gas (Continued)
$	250,000	SandRidge Energy, Inc.
		8.000%, 06/01/2018
		(Acquired 05/06/2011 and 05/13/2011,
		Cost $261,744) (b)	$	263,750
	280,000	Sinopec Group Overseas
		Development Ltd.
		3.900%, 05/17/2022
		(Acquired 05/10/2012,
		Cost $279,152) (b)		300,724
	605,000	Petrobras Global Finance BV
		4.250%, 10/01/2023		793,564
	5,000,000	Petroleos de Venezuela SA
		4.900%, 10/28/2014		4,527,500
		Alpha Natural Resources, Inc.
	100,000	6.000%, 06/01/2019		84,000
	50,000	6.250%, 06/01/2021		41,875
		Chesapeake Energy Corp.
	50,000	6.625%, 08/15/2020		51,812
	250,000	6.125%, 02/15/2021		253,125
				10,034,037
		Pharmaceuticals - 0.27%
	550,000	VPI Escrow Corp.
		6.375%, 10/15/2020
		(Acquired 09/20/2012,
		Cost $550,000) (b)		563,750
	115,000	Valeant Pharmaceuticals International, Inc.
		6.375%, 10/15/2020
		(Acquired 09/20/2012,
		Cost $115,000) (b)		117,588
				681,338
		Pipelines - 0.22%
	500,000	IFM US Colonial Pipeline 2 LLC
		6.450%, 05/01/2021
		(Acquired 08/24/2012 and 09/06/2012,
		Cost $549,587) (b)		558,843
		Publishing - 0.25%
	630,000	Visant Corp.
		10.000%, 10/01/2017		626,850

Principal Amount					Value
		Semiconductor & Semiconductor
		Equipment - 0.41%
$	250,000	Abengoa Finance SAU
		8.875%, 11/01/2017
		(Acquired 04/12/2011,
		Cost $253,610) (b)	$	232,500
	375,000	Advanced Micro Devices, Inc.
		7.500%, 08/15/2022
		(Acquired 09/12/2012,
		Cost $372,187) (b)		363,750
		Freescale Semiconductor, Inc.
	50,000	10.750%, 08/01/2020		54,375
	200,000	8.050%, 02/01/2020		198,000
		Micron Technology, Inc.
	20,000	3.125%, 05/01/2032
		(Acquired 09/28/2012,
		Cost $18,724) (b)		18,575
	205,000	1.875%, 08/01/2031		181,553
				1,048,753
		Software - 0.10%
		First Data Corp.
	150,000	8.250%, 01/15/2021
		Acquired 02/17/2012 and 04/24/2012,
		Cost $146,272) (b)		150,375
	100,000	12.625%, 01/15/2021		104,125
				254,500
		Specialty Retail - 0.15%
	250,000	Michaels Stores, Inc.
		7.750%, 11/01/2018		269,375
	100,000	PETCO Animal Supplies, Inc.
		9.250%, 12/01/2018
		(Acquired 04/21/2011,
		Cost $107,331) (b)		111,500
				380,875
		Telecommunication Services - 0.95%
	300,000	Colombia Telecomunicaciones SA ESP
		5.375%, 09/27/2022
		(Acquired 09/20/2012,
		Cost $300,000) (b)		305,250
	200,000	Digicel Group Ltd.
		8.250%, 09/30/2020
		(Acquired 09/05/2012,
		Cost $200,000) (b)		211,000

See notes to financial statements.

85

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		CORPORATE OBLIGATIONS (Continued)
		Telecommunication Services (Continued)
$	250,000	Intelsat Jackson Holdings SA
		7.500%, 04/01/2021	$	271,875
	135,000	Alcatel-Lucent USA, Inc.
		6.450%, 03/15/2029		89,100
	375,000	Telecom Italia Capital SA
		6.000%, 09/30/2034		333,750
	150,000	UPCB Finance VI Ltd.
		6.875%, 01/15/2022
		(Acquired 01/31/2012,
		Cost $150,000) (b)		159,750
	100,000	West Corp.
		7.875%, 01/15/2019		103,500
	250,000	Wind Acquisition Finance SA
		11.750%, 07/15/2017
		(Acquired 02/27/2012,
		Cost $256,875) (b)		236,875
		Telefonica Emisiones SAU
	75,000	7.045%, 06/20/2036		73,500
	400,000	5.597%, 03/12/2020		637,069
				2,421,669
		Textiles, Apparel & Luxury Goods - 0.63%
		Edcon Holdings (Proprietary) Limited
	150,000	6.162%, 06/15/2015
		(Acquired 08/18/2012, 08/19/2012,
		and 08/24/2012,
		Cost $158,665) (b)(c)		165,772
	1,120,000	9.500%, 03/01/2018
		(Acquired 04/05/2012 and 04/12/2012,
		Cost $1,125,950) (b)		1,080,800
	300,000	9.500%, 03/01/2018
		(Acquired 08/18/2012, 08/19/2012,
		and 08/24/2012,
		Cost $349,985) (b)		366,239
				1,612,811
		Transportation - 0.22%
	200,000	CHC Helicopter SA
		9.250%, 10/15/2020		206,500
	150,000	Energy XXI Gulf Coast, Inc.
		9.250%, 12/15/2017		169,125

Principal Amount					Value
		Transportation (Continued)
		CEVA Group PLC
$	100,000	11.500%, 04/01/2018
		(Acquired 07/13/2012,
		Cost $94,341) (b)	$	89,000
	100,000	8.375%, 12/01/2017
		(Acquired 01/27/2012,
		Cost $98,874) (b)		97,375
				562,000
		Wireless Telecommunication Services - 0.64%
	650,000	America Movil SAB de CV
		3.125%, 07/16/2022		671,438
		Hutchison Whampoa International Ltd.
	600,000	4.625%, 01/13/2022
		(Acquired 01/10/2012,
		Cost $595,500) (b)		659,187
		Sprint Nextel Corp.
	150,000	9.000%, 11/15/2018
		(Acquired 11/04/2011,
		Cost $150,000) (b)		180,375
	100,000	7.000%, 03/01/2020
		(Acquired 02/28/2012,
		Cost $100,000) (b)		112,250
				1,623,250
		Total Corporate Obligations
		(Cost $53,589,801)		55,608,583
		FOREIGN DEBT OBLIGATIONS - 30.36%
		Bank Negara Malaysia Monetary Note
	930,000	0.000%, 12/04/2012 (d)		302,721
	1,000,000	0.000%, 01/10/2013 (d)		324,531
	2,870,000	0.000%, 05/23/2013 (d)		921,488
	690,000	0.000%, 06/11/2013 (d)		221,242
	7,170,000	0.000%, 06/20/2013 (d)		2,297,435
	350,000	Brazilian Government International Bond
		8.500%, 01/05/2024		202,861
	3,300,000	Canadian Government Bond
		1.750%, 03/01/2013		3,367,000
		Financing of Infrastructural Projects
		State Enterprise
	100,000	8.375%, 11/03/2017
		(Acquired 05/10/2011,
		Cost $104,940) (b)		93,000

See notes to financial statements.

86

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		FOREIGN DEBT OBLIGATIONS (Continued)
$	1,180,000	7.400%, 04/20/2018
		(Acquired 04/15/2011,
		Cost $1,180,000) (b)	$	1,055,464
		Ghana Government Bond
	2,530,000	12.390%, 04/28/2014		1,267,013
	860,000	13.000%, 06/02/2014		429,929
	1,470,000	14.990%, 02/23/2015		746,469
	1,630,000	24.000%, 05/25/2015		995,635
		Malaysia
	470,000	3.210%, 05/31/2013		153,990
	280,000	3.461%, 07/31/2013		91,962
	3,410,000	5.094%, 04/30/2014		1,150,729
		Mexican Bonos
	36,060	9.000%, 06/20/2013		289,084
	214,500	8.000%, 12/19/2013		1,734,762
	185,000	6.000%, 06/18/2015		1,488,096
	20,000	7.750%, 12/14/2017		175,246
	40,000	8.500%, 12/13/2018		367,052
		Mexican Udibonos
	9,709	4.500%, 12/18/2014		82,284
	24,800	5.000%, 06/16/2016		223,841
	21,195	3.500%, 12/14/2017		187,389
	12,736	4.000%, 06/13/2019		118,371
	10,526	2.500%, 12/10/2020		90,259
		Poland Government Bond
	17,735,000	0.000%, 01/25/2013 (d)		5,465,861
	473,000	0.000%, 07/25/2013 (d)		143,089
	180,000	0.000%, 07/25/2014 (d)		52,354
		Republic of Ghana
	80,000	14.990%, 03/11/2013		42,187
	60,000	14.250%, 07/29/2013		31,148
		Republic of Hungary
	2,200,000	6.750%, 02/12/2013		9,908
	314,600,000	5.500%, 02/12/2014		1,404,132
	373,600,000	6.750%, 08/22/2014		1,699,404
	1,800,000	8.000%, 02/12/2015		8,371
	8,800,000	5.500%, 02/12/2016		38,476
	632,400,000	6.750%, 02/24/2017		2,855,856
	440,000	4.375%, 07/04/2017		536,325
	58,700,000	6.750%, 11/24/2017		264,866
	150,000	5.750%, 06/11/2018		192,397
	2,700,000	6.500%, 06/24/2019		11,910
	2,650,000	6.375%, 03/29/2021		2,898,570

Principal Amount					Value
		FOREIGN DEBT OBLIGATIONS (Continued)
		Republic of Iceland
$	2,290,000	4.875%, 06/16/2016
		(Acquired 06/09/2011 and 06/10/2011,
		Cost $2,278,203) (b)	$	2,388,793
	200,000	5.875%, 05/11/2022
		(Acquired 05/03/2012,
		Cost $198,140) (b)		218,404
		Republic of Indonesia
	5,683,000,000	11.000%, 12/15/2012		600,942
	38,953,000,000	12.500%, 03/15/2013		4,210,738
		Republic of Ireland
	1,046,000	5.500%, 10/18/2017		1,456,194
	790,000	4.500%, 10/18/2018		1,017,829
	1,019,000	4.400%, 06/18/2019		1,283,316
	397,000	5.900%, 10/18/2019		541,563
	750,000	4.500%, 04/18/2020		936,768
	2,224,000	5.000%, 10/18/2020		2,860,780
	1,563,000	5.400%, 03/13/2025		2,011,791
		Republic of Korea
	1,310,000,000	3.750%, 06/10/2013		1,186,425
	10,845,000,000	3.000%, 12/10/2013		9,783,738
		Republic of Latvia
	900,000	5.250%, 02/22/2017
		(Acquired 02/14/2012,
		Cost $895,122) (b)		992,250
	1,260,000	5.250%, 06/16/2021
		(Acquired 06/09/2011, 06/22/2011,
		06/23/2011, and 07/19/2011,
		Cost $1,235,837) (b)		1,422,225
		Republic of Poland
	1,996,000	0.000%, 10/25/2012 (d)		621,204
	520,000	5.250%, 04/25/2013		163,256
	465,000	5.000%, 10/24/2013		146,586
	325,000	5.750%, 04/25/2014		104,080
	40,000	5.500%, 04/25/2015		12,909
	45,000	6.250%, 10/24/2015		14,902
	1,005,000	Republic of Portugal
		3.850%, 04/15/2021		921,926
	1,060,000	Republic of Serbia
		7.250%, 09/28/2021
		(Acquired 09/21/2011,
		Cost $1,041,588) (b)		1,128,900

See notes to financial statements.

87

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

	Principal Amount				Value
		FOREIGN DEBT OBLIGATIONS (Continued)
		Serbia Treasury Bonds
$	55,000,000	10.000%, 03/01/2015	$	547,861
	20,200,000	10.000%, 04/27/2015		199,896
	170,000	Spanish Government Bond
		4.650%, 07/30/2025		186,153
		Sri Lanka Government Bond
	37,900,000	11.000%, 09/01/2015		275,845
	132,300,000	8.000%, 06/01/2016		861,154
	16,500,000	5.800%, 07/15/2017		92,849
		Ukraine Government International Bond
	620,000	9.250%, 07/24/2017
		(Acquired 07/17/2012,
		Cost $620,000) (b)		654,385
	2,300,000	7.950%, 02/23/2021
		(Acquired 04/05/2011 and 04/11/2011,
		Cost $2,403,768) (b)		2,302,691
		Uruguay Government International Bond
	26,467,953	4.375%, 12/15/2028		1,531,360
		Uruguay Notas del Tesoro
	16,480,000	10.500%, 03/15/2015		796,533
	4,915,400	4.000%, 06/10/2020		266,836
	1,300,000	Western Australia Treasury Corp.
		8.000%, 06/15/2013		1,397,060
		Total Foreign Debt Obligations
		(Cost $77,971,384)		77,170,849
		MORTGAGE BACKED SECURITIES - 17.81%
		Federal Home Loan Mortgage Corp.
	697,000	4050, 3.500%, 05/15/2032		745,208
	867,547	4062, 3.500%, 06/15/2042		881,981
	2,992,764	267, 3.000%, 08/15/2042		3,140,835
	1,997,240	274, 3.000%, 08/15/2042		2,093,893
	2,005,833	4097, 3.500%, 08/15/2042		2,049,506
	3,000,000	T60853, 3.500%, 09/01/2042		3,146,953
	3,000,000	T60854, 3.500%, 09/01/2042		3,146,953
	5,000,000	280, 3.000%, 09/15/2042 (e)		5,146,094
		Federal National Mortgage Association
	3,000,000	1200, 3.000%, 10/01/2032		3,188,940
	3,000,000	Pool #TBA, 3.000%,
		10/01/2032 (e) (h)		3,177,891
	1,500,000	1201, 3.500%, 10/01/2032		1,608,633
	1,216,671	2005-56, 6.000%, 08/25/2033 (c)		1,368,050
	2,465,603	2012-63, 2.000%, 08/25/2040		2,509,368
	2,690,613	1179, 3.500%, 09/01/2042		2,823,582

Principal Amount					Value
		MORTGAGE BACKED
		SECURITIES (Continued)
$	1,255,000	4787, 3.500%, 09/01/2042	$	1,317,021
	7,000,000	1209, 3.500%, 10/01/2042		7,305,703
		Government National Mortgage Association
	2,927,179	2010-62, 5.532%, 05/20/2040 (c)(g)		424,830
	3,033,130	2011-72, 5.162%, 05/20/2041 (c)(g)		437,990
	700,000	2012-40, 4.000%, 01/20/2042		760,748
		Total Mortgage Backed Securities
		(Cost $44,985,734)		45,274,179
Number of Shares
		PREFERRED STOCKS - 0.30%
		Consumer Finance - 0.15%
	415	Ally Financial, Inc.
		(Acquired 05/03/2012, 05/29/2012,
		05/30/2012, 05/31/2012, 06/01/2012,
		06/11/2012, and 06/20/2012,
		Cost $359,163) (b)		388,245
		Insurance - 0.15%
	13,755	Montpelier Re Holdings Ltd. (a)		367,259
		Total Preferred Stocks
		(Cost $703,038)		755,504
Notional Amount
		PURCHASED OPTIONS - 0.04%
	8,800,000	U.S. Dollar - Australian Dollar
		Expiration: February, 2013,
		Exercise Price: $0.97		82,773
Number of Contracts
	242	iShares MSCI Brazil Index Fund
		Expiration: December, 2012,
		Exercise Price: $57.00		32,186
		Total Purchased Options
		(Cost $206,115)		114,959
Principal Amount
		SHORT TERM INVESTMENTS - 20.70%
		Foreign Treasury Bill - 1.80%
		Malaysia Treasury Bill
$	380,000	2.952%, 01/25/2013		123,168
	430,000	2.907%, 03/22/2013		138,729
	190,000	2.926%, 05/31/2013		60,967

See notes to financial statements.

88

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Principal Amount					Value
		SHORT TERM INVESTMENTS (Continued)
		Foreign Treasury Bill (Continued)
$	11,400,000	Serbia Treasury Bill
		12.481%, 12/12/2013	$	108,294
		Uruguay Treasury Bill
	830,000	0.039%, 01/02/2013		38,599
	1,736,000	0.032%, 01/23/2013		80,392
	37,610,000	0.021%, 03/22/2013		1,721,689
	23,827,000	0.018%, 04/26/2013		1,081,911
	770,000	0.017%, 05/09/2013		34,704
	6,625,000	0.015%, 05/31/2013		296,924
	1,160,000	0.014%, 06/27/2013		51,653
	6,809,000	0.013%, 07/05/2013		300,907
	8,171,000	1.136%, 08/09/2013		360,797
	2,390,000	0.011%, 09/09/2013		104,422
	1,410,000	0.070%, 11/21/2012		66,282
				4,569,438
Number of Shares
		Money Market Funds - 17.92%
	45,553,161	Federated Prime Obligations Fund
		Effective Yield, 0.15%		45,553,161

Principal Amount					Value
		U.S. Treasury Bill - 0.98%
$	2,500,000	United States Treasury Bill
		0.132%, 03/21/2013 (f)	$	2,498,457
		Total Short Term Investments
		(Cost $52,781,778)		52,621,056
		Total Investments
		(Cost $277,103,289) - 109.92%		279,411,188
		Liabilities in Excess of
		Other Assets - (9.92)%		(25,223,870		)
		TOTAL NET
		ASSETS - 100.00%	$	254,187,318

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)	Non-income producing.
(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 $41,011,019, which represents 16.13% of total net assets.
(c)	Variable Rate Security. The rate shown is the rate in effect on September 30, 2012.
(d)	Zero coupon bond.
(e)	As of September 30, 2012, the Fund has fair valued this security and deemed it illiquid. The value of this security was $10,989,061, which represents 4.32% of total net assets.
(f)	Partially assigned as collateral for certain futures contracts
(g)	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, 2012. The securities are liquid and the value of these securities total $862,820, which represents 0.34% of total net assets.
(h)	Security purchased on a when-issued basis. On September 30, 2012, the total value of investments purchased on a when-issued basis was $3,177,891, which represents 1.25% of total net assets.

See notes to financial statements.

89

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF OPEN FORWARD CURRENCY CONTRACTS (Unaudited)

September 30, 2012

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)
10/2/2012	Australian Dollar	$	2,354,770	U.S. Dollars	$	2,383,027		$	58,710
10/2/2012	Australian Dollar		5,349,562	U.S. Dollars		5,414,196			77,298
10/18/2012	Brazilian Real		1,515,000	Japanese Yen		58,766,850			(8,089	)
10/15/2012	Brazilian Real		580,000	U.S. Dollars		284,928			433
11/5/2012	Brazilian Real		3,000,000	U.S. Dollars		1,504,023			(31,876	)
4/12/2013	Chilean Peso		1,342,012,500	U.S. Dollars		2,675,997			76,310
4/17/2013	Chilean Peso		1,884,575,000	U.S. Dollars		3,713,448			149,619
10/29/2012	Colombian Peso		1,105,000,000	U.S. Dollars		612,528			(1,519	)
11/2/2012	Colombian Peso		2,375,000,000	U.S. Dollars		1,315,789			(3,145	)
11/6/2012	Colombian Peso		2,385,000,000	U.S. Dollars		1,320,525			(2,965	)
4/10/2013	Euro		2,080,610	Swedish Krona		17,350,000			52,274
10/10/2012	Euro		130,000	U.S. Dollars		168,349			(1,272	)
4/11/2013	Euro		2,430,500	U.S. Dollars		3,066,732			63,354
6/5/2013	Euro		3,021,000	U.S. Dollars		3,815,130			77,790
4/2/2013	Hungarian Forint		35,900,000	U.S. Dollars		158,779			(479	)
10/18/2012	Indonesian Rupiah		3,600,000,000	U.S. Dollars		380,349			(5,123	)
4/12/2013	Indian Rupee		117,200,000	U.S. Dollars		2,159,314			(12,412	)
4/16/2013	Indian Rupee		117,575,000	U.S. Dollars		2,156,865			(4,352	)
4/10/2013	Japanese Yen		201,000,000	U.S. Dollars		2,567,706			13,564
10/3/2012	Mexican Peso		22,740,000	U.S. Dollars		1,636,501			129,286
10/11/2012	Mexican Peso		18,798,000	U.S. Dollars		1,422,507			35,873
12/5/2012	Mexican Peso		15,200,710	U.S. Dollars		1,036,000			136,810
3/8/2013	Mexican Peso		11,784,520	U.S. Dollars		878,675			22,245
8/6/2013	Mexican Peso		1,597,390	U.S. Dollars		115,456			4,841
8/8/2013	Mexican Peso		1,605,500	U.S. Dollars		118,877			2,007
10/3/2012	Malaysian Ringgit		5,330,000	U.S. Dollars		1,653,739			89,414
12/5/2012	Malaysian Ringgit		2,827,440	U.S. Dollars		880,000			40,413
3/11/2013	Malaysian Ringgit		2,414,589	U.S. Dollars		785,000			(3,488	)
3/12/2013	Malaysian Ringgit		612,600	U.S. Dollars		200,000			(1,736	)
3/15/2013	Malaysian Ringgit		1,024,011	U.S. Dollars		334,000			(2,643	)
3/18/2013	Malaysian Ringgit		799,497	U.S. Dollars		259,518			(856	)
3/26/2013	Malaysian Ringgit		777,000	U.S. Dollars		248,480			2,788
6/18/2013	Malaysian Ringgit		2,500,000	U.S. Dollars		773,898			31,089
6/21/2013	Malaysian Ringgit		2,167,800	U.S. Dollars		676,888			21,026
9/26/2013	Malaysian Ringgit		478,000	U.S. Dollars		153,312			(31	)
11/5/2012	Norwegian Krone		21,630,000	Euro		2,836,238			123,978
4/10/2013	Philippine Peso		144,452,000	U.S. Dollars		3,337,076			110,213
4/15/2013	Philippine Peso		144,887,500	U.S. Dollars		3,356,441			100,532
3/8/2013	Polish Zloty		4,450,638	Euro		1,032,228			36,446
4/10/2013	Polish Zloty		4,746,256	Euro		1,104,012			29,780
4/15/2013	Polish Zloty		4,578,308	Euro		1,052,146			44,553
8/6/2013	Polish Zloty		963,300	Euro		224,792			1,875
8/8/2013	Polish Zloty		497,150	Euro		117,939			(1,545	)
8/9/2013	Polish Zloty		350,574	Euro		82,996			(878	)

See notes to financial statements.

90

GuideMark^SM Opportunistic Fixed Income Fund

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

September 30, 2012

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)
10/9/2012	Russian Ruble	$	46,800,000	U.S. Dollars	$	1,445,221		$	52,175
10/3/2012	Swedish Krona		7,620,000	Euro		816,458			110,619
3/8/2013	Swedish Krona		1,010,000	Euro		111,795			9,144
4/10/2013	Swedish Krona		44,055,858	Euro		4,916,290			339,744
4/15/2013	Swedish Krona		43,466,148	Euro		4,812,727			382,667
3/28/2013	Serbian Dinar		31,310,564	Euro		264,895			(8,027	)
3/11/2013	Singapore Dollar		1,387,980	U.S. Dollars		1,102,000			29,085
3/26/2013	Singapore Dollar		637,800	U.S. Dollars		505,553			14,209
10/11/2012	Singapore Dollar		5,519,882	U.S. Dollars		4,379,816			117,908
12/5/2012	Singapore Dollar		405,248	U.S. Dollars		315,000			15,200
7/31/2013	Singapore Dollar		1,428,700	U.S. Dollars		1,145,251			19,737
8/1/2013	Singapore Dollar		1,145,260	U.S. Dollars		920,627			13,243
8/6/2013	Singapore Dollar		917,603	U.S. Dollars		736,912			11,339
2/13/2013	Singapore Dollar		917,160	U.S. Dollars		740,093			7,293
3/18/2013	Singapore Dollar		1,411,379	U.S. Dollars		1,148,677			1,486
10/12/2012	South African Rand		6,000,000	U.S. Dollars		730,194			(10,707	)
10/18/2012	South Korean Won		419,000,000	U.S. Dollars		375,112			1,476
3/11/2013	South Korean Won		1,286,797,500	U.S. Dollars		1,125,000			23,705
3/12/2013	South Korean Won		636,720,000	U.S. Dollars		560,000			8,365
3/15/2013	South Korean Won		636,801,620	U.S. Dollars		559,000			9,360
6/27/2013	South Korean Won		606,000,000	U.S. Dollars		514,890			24,016
8/27/2013	South Korean Won		1,900,000,000	U.S. Dollars		1,655,918			30,266
9/26/2013	South Korean Won		608,000,000	U.S. Dollars		535,306			2,793
10/2/2012	U.S. Dollars		2,459,693	Australian Dollar		2,354,770			17,955
1/29/2013	U.S. Dollars		1,817,254	Australian Dollar		1,760,000			10,558
10/15/2012	U.S. Dollars		196,464	Brazilian Real		400,000			(337	)
4/23/2012	U.S. Dollars		1,431,298	Brazilian Real		3,000,000			(40,849	)
12/4/2012	U.S. Dollars		632,264	British Pound		400,000			(13,528	)
10/22/2012	U.S. Dollars		1,903,022	Canadian Dollar		1,860,000			12,041
4/12/2013	U.S. Dollars		1,348,089	Chilean Peso		670,000,000			(26,001	)
10/29/2012	U.S. Dollars		605,728	Colombian Peso		1,105,000,000			(5,280	)
11/2/2012	U.S. Dollars		1,306,201	Colombian Peso		2,375,000,000			(6,443	)
11/6/2012	U.S. Dollars		1,317,607	Colombian Peso		2,385,000,000			47
10/4/2012	U.S. Dollars		914,220	Euro		718,000			(8,502	)
10/10/2012	U.S. Dollars		164,025	Euro		130,000			(3,052	)
10/11/2012	U.S. Dollars		772,047	Euro		611,000			(13,222	)
10/18/2012	U.S. Dollars		196,677	Euro		150,000			3,880
10/22/2012	U.S. Dollars		803,116	Euro		615,000			12,616
10/26/2012	U.S. Dollars		780,307	Euro		605,000			2,628
10/30/2012	U.S. Dollars		1,543,236	Euro		1,200,000			667
10/31/2012	U.S. Dollars		107,987	Euro		76,597			9,523
11/14/2012	U.S. Dollars		217,264	Euro		177,000			(10,301	)
11/20/2012	U.S. Dollars		215,811	Euro		175,000			(9,198	)
12/6/2012	U.S. Dollars		1,107,749	Euro		826,000			45,506
12/10/2012	U.S. Dollars		378,411	Euro		300,000			(7,411	)

See notes to financial statements.

91

GuideMark^SM Opportunistic Fixed Income Fund

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

September 30, 2012

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)
1/7/2013	U.S. Dollars	$	630,993	Euro	$	485,308		$	6,639
2/4/2013	U.S. Dollars		503,744	Euro		408,295			(21,693	)
3/1/2013	U.S. Dollars		226,815	Euro		169,000			9,269
3/7/2013	U.S. Dollars		320,724	Euro		241,782			9,468
3/11/2013	U.S. Dollars		511,944	Euro		389,341			10,708
3/15/2013	U.S. Dollars		161,268	Euro		122,880			3,065
3/19/2013	U.S. Dollars		107,144	Euro		81,594			2,090
3/21/2013	U.S. Dollars		96,376	Euro		72,605			2,894
4/11/2013	U.S. Dollars		3,187,990	Euro		2,430,500			57,904
4/15/2013	U.S. Dollars		4,260,047	Euro		3,230,000			100,152
5/17/2013	U.S. Dollars		5,003,048	Euro		3,891,000			(9,918	)
6/5/2013	U.S. Dollars		3,761,547	Euro		3,021,000			(131,373	)
6/11/2013	U.S. Dollars		550,973	Euro		434,350			(8,776	)
6/13/2013	U.S. Dollars		591,606	Euro		469,000			(12,810	)
7/16/2013	U.S. Dollars		794,025	Euro		648,000			(41,380	)
7/18/2013	U.S. Dollars		503,368	Euro		409,000			(23,929	)
7/19/2013	U.S. Dollars		154,375	Euro		125,000			(6,781	)
7/22/2013	U.S. Dollars		271,143	Euro		220,000			(12,501	)
7/23/2013	U.S. Dollars		220,270	Euro		178,745			(10,186	)
7/30/2013	U.S. Dollars		855,323	Euro		691,917			(36,837	)
7/31/2013	U.S. Dollars		1,013,798	Euro		816,000			(38,367	)
8/1/2013	U.S. Dollars		3,049,429	Euro		2,478,287			(146,155	)
8/2/2013	U.S. Dollars		506,076	Euro		409,000			(21,308	)
8/5/2013	U.S. Dollars		884,841	Euro		715,023			(37,174	)
8/6/2013	U.S. Dollars		683,197	Euro		559,081			(37,740	)
8/9/2013	U.S. Dollars		99,760	Euro		80,000			(3,404	)
8/16/2013	U.S. Dollars		351,278	Euro		283,000			(13,692	)
8/19/2013	U.S. Dollars		393,415	Euro		319,000			(17,996	)
8/20/2013	U.S. Dollars		1,012,006	Euro		816,000			(40,393	)
8/23/2013	U.S. Dollars		290,617	Euro		232,085			(8,714	)
9/4/2013	U.S. Dollars		126,768	Euro		100,331			(2,651	)
9/11/2013	U.S. Dollars		557,879	Euro		434,350			(2,440	)
9/24/2013	U.S. Dollars		248,084	Euro		191,000			1,655
9/26/2013	U.S. Dollars		115,300	Euro		89,000			470
10/18/2012	U.S. Dollars		374,026	Indonesian Rupiah		3,600,000,000			(1,200	)
4/10/2013	U.S. Dollars		8,474,973	Japanese Yen		694,608,750			(445,290	)
4/15/2013	U.S. Dollars		8,759,430	Japanese Yen		706,185,270			(310,211	)
10/9/2012	U.S. Dollars		1,968,145	Mexican Peso		25,600,000			(18,407	)
10/18/2012	U.S. Dollars		372,693	South Korean Won		419,000,000			(3,895	)
10/9/2012	U.S. Dollars		727,737	Russian Ruble		22,800,000			(1,764	)
10/11/2012	U.S. Dollars		2,472,484	Singapore Dollar		3,100,000			(53,466	)
10/12/2012	U.S. Dollars		723,737	South African Rand		6,000,000			4,251
11/9/2012	U.S. Dollars		243,400	Swiss Franc		235,000			(6,670	)
								$	1,307,949

See notes to financial statements.

92

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF OPEN FUTURES CONTRACTS (Unaudited)

September 30, 2012

Description	Number of Contracts Purchased (Sold)		Notional Value			Settlement Month	Unrealized Appreciation (Depreciation)
Euro-OATS Futures	(8	)	$	(1,377,059	)	Dec-12		$	(10,437	)
Euro Stoxx Futures	(17	)		(536,316	)	Dec-12			26,179
S&P 500 Index Mini Futures	(26	)		(1,864,460	)	Dec-12			32,177
U.S. Treasury 10-Year Note Futures	(12	)		(1,601,813	)	Dec-12			(8,366	)
U.S. Treasury Long Bond Futures	(6	)		(896,250	)	Dec-12			2,755
								$	42,308

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF OPTIONS WRITTEN (Unaudited)

September 30, 2012

Number of Contracts					Value
		OPTIONS ON EXCHANGE
		TRADED FUNDS
		Call Option
	242	iShares MSCI Brazil Index Fund
		Expiration: December, 2012,
		Exercise Price: $62.00	$	6,776
		Total Options Written
		(Premiums Received $20,744)	$	6,776

See notes to financial statements.

93

GuideMark^SM Opportunistic Fixed Income Fund

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

September 30, 2012

Reference Obligation	Implied Credit Spread at September 30, 2012(3)	Fixed Pay Rate	Maturity Date	Counterparty	Notional Amount(4)		Fair Value			Upfront Premiums Paid (Received)		Unrealized Appreciation/ (Depreciation)
Bank of Scotland	1.14%	1.000%	6/20/2017	Merrill Lynch	$600,000		$4,873			$28,164			$	(23,291	)
Boston Scientific Corp.	1.06%	1.000%	9/20/2017	Credit Suisse /	725,000		2,096			10,871				(8,775	)
				Deutsche Bank
Burlington Northern
Santa Fe, LLC	0.16%	1.000%	9/20/2017	Deutsche Bank	325,000		(13,477	)		(13,096	)			(381	)
Burlington Northern
Santa Fe, LLC	0.16%	1.000%	9/20/2017	Morgan Stanley	650,000		(26,955	)		(26,522	)			(433	)
Burlington Northern
Santa Fe, LLC	0.16%	1.000%	9/20/2017	Morgan Stanley	150,000		(6,220	)		(6,123	)			(97	)
Burlington Northern
Santa Fe, LLC	0.16%	1.000%	9/20/2017	Credit Suisse	750,000		(31,102	)		(30,287	)			(815	)
Burlington Northern
Santa Fe, LLC	0.16%	1.000%	9/20/2017	Credit Suisse	325,000		(13,477	)		(13,126	)			(351	)
Carnival Corp.	0.96%	1.000%	6/20/2017	Merrill Lynch	725,000		(1,504	)		16,747				(18,251	)
				Credit Suisse /
CDX HY 18	4.84%	5.000%	6/20/2017	Merrill Lynch	5,420,250		(33,545	)		115,587				(149,132	)
Dillard’s, Inc.	2.60%	5.000%	9/20/2017	Credit Suisse	800,000		(88,973	)		(71,355	)			(17,618	)
Government of Poland	1.15%	1.000%	9/20/2017	Citigroup / UBS	1,450,000		10,292			39,433				(29,141	)
Government of
South Africa	1.37%	1.000%	6/20/2017	Merrill Lynch / UBS	875,000		14,815			36,812				(21,997	)
Government of Turkey	1.42%	1.000%	3/20/2017	Merrill Lynch / UBS	975,000		17,925			58,784				(40,859	)
Government of Turkey	1.42%	1.000%	3/20/2017	Merrill Lynch	1,200,000		22,062			61,207				(39,145	)
Government of Turkey	1.49%	1.000%	6/20/2017	Merrill Lynch / UBS	1,200,000		26,905			76,688				(49,783	)
iTraxx Europe Series 18	1.36%	1.000%	12/20/2017	Merrill Lynch	350,000		8,032			8,964				(932	)
Macy’s, Inc.	1.03%	1.000%	3/20/2017	Merrill Lynch	1,450,000		2,058			(616	)			2,674
MeadWestvaco Corp.	0.88%	1.000%	9/20/2016	Merrill Lynch	1,200,000		(5,783	)		35,285				(41,068	)
MeadWestvaco Corp.	1.06%	1.000%	9/20/2017	Merrill Lynch	300,000		846			3,804				(2,958	)
National Australia
Bank, Ltd.	1.39%	1.000%	9/20/2017	UBS	800,000		15,057			25,484				(10,427	)
Sprint Nextel Corp.	2.30%	5.000%	6/20/2015	Credit Suisse	200,000		(14,317	)		6,691				(21,008	)
Sprint Nextel Corp.	4.59%	5.000%	9/20/2017	Credit Suisse	350,000		(6,288	)		8,475				(14,763	)
Stanley Black &
Decker, Inc.	0.80%	1.000%	9/20/2017	Merrill Lynch	725,000		(7,137	)		(5,889	)			(1,248	)
Tesoro Corp.	1.95%	5.000%	9/20/2017	Credit Suisse	650,000		(93,331	)		(80,467	)			(12,864	)
Textron, Inc.	0.35%	1.000%	3/20/2017	Merrill Lynch	250,000		(7,270	)		(6,871	)			(399	)
Textron, Inc.	0.35%	1.000%	3/20/2017	Morgan Stanley	400,000		(11,631	)		(10,467	)			(1,164	)
Textron, Inc.	0.38%	1.000%	6/20/2017	Merrill Lynch	300,000		(8,769	)		(8,374	)			(395	)
The New York Times				Morgan Stanley /
Company	2.42%	1.000%	6/20/2017	Citigroup	725,000		45,870			56,763				(10,893	)
Westpac Banking Corp.	1.37%	1.000%	9/20/2017	Credit Suisse	440,000		7,757			11,245				(3,488	)
						$	(191,191	)	$	327,811			$	(519,002	)

See notes to financial statements.

94

GuideMark^SM Opportunistic Fixed Income Fund

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

September 30, 2012

Reference Obligation	Implied Credit Spread at September 30, 2012(3)	Fixed Receive Rate	Maturity Date	Counterparty	Notional Amount(4)		Fair Value			Upfront Premiums Received		Unrealized Appreciation
Avon Products, Inc.	4.96%	5.000%	9/20/2017	Credit Suisse	$175,000		$282			$(6,853	)		$7,135
Avon Products, Inc.	4.96%	5.000%	9/20/2017	Credit Suisse	175,000		282			(6,856	)		7,138
Chesapeake Energy, Inc.	5.68%	5.000%	6/20/2017	Merrill Lynch	600,000		(15,721	)		(27,051	)		11,330
Chesapeake Energy, Inc.	5.68%	5.000%	6/20/2017	Credit Suisse	225,000		(5,896	)		(10,316	)		4,420
Chesapeake Energy, Inc.	5.68%	5.000%	6/20/2017	Credit Suisse	450,000		(11,791	)		(28,962	)		17,171
Chesapeake Energy, Inc.	5.68%	5.000%	6/20/2017	Merrill Lynch	150,000		(3,930	)		(9,999	)		6,069
Clear Channel
Communications, Inc.	10.99%	5.000%	9/20/2014	Credit Suisse	200,000		(21,889	)		(28,953	)		7,064
MGM Resorts
International	5.80%	5.000%	3/20/2017	Merrill Lynch	250,000		(7,784	)		(14,272	)		6,488
MGM Resorts
International	6.21%	5.000%	9/20/2017	Credit Suisse	650,000		(33,008	)		(81,449	)		48,441
Nokia Corp.	8.99%	5.000%	9/20/2017	Credit Suisse	500,000		(94,657	)		(123,827	)		29,170
SUPERVALU, Inc.	11.89%	5.000%	9/20/2017	Credit Suisse	125,000		(29,166	)		(26,510	)		(2,656	)
SUPERVALU, Inc.	11.89%	5.000%	9/20/2017	Citigroup	175,000		(40,833	)		(35,407	)		(5,426	)
SUPERVALU, Inc.	12.01%	5.000%	12/20/2017	Citigroup	475,000		(115,690	)		(94,209	)		(21,481	)
						$	(379,801	)	$	(494,664	)		$114,863

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.

95

GuidePath^SM Strategic Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2012

Number of Shares					Value
		INVESTMENT COMPANIES - 97.22%
		Affiliated Mutual Funds - 54.50%
	997,593	GuideMarkSM Global Real Return
		Fund - Institutional Shares (a)	$	9,447,204
	1,423,457	GuideMarkSM Large Cap Growth
		Fund - Institutional Shares (a)(b)		15,159,815
	1,881,389	GuideMarkSM Large Cap Value
		Fund - Institutional Shares (a)		16,048,252
	1,578,129	GuideMarkSM Opportunistic Equity
		Fund - Institutional Shares (a)(b)		15,639,258
	1,575,513	GuideMarkSM Small/Mid Cap Core
		Fund - Institutional Shares (a)(b)		18,354,722
	4,326,612	GuideMarkSM World ex-US Fund -
		Institutional Shares (a)		32,276,522
				106,925,773
		Exchange Traded Funds - 42.72%
	146,730	iShares MSCI Canada Index
		Fund (c)		4,175,936
	85,391	iShares MSCI Switzerland Index
		Fund (c)		2,099,765
	213,084	SPDR S&P 500 ETF Trust		30,669,180
	53,969	SPDR S&P China ETF (c)		3,513,922
	720,866	Vanguard FTSE All-World
		ex-US Index Fund (c)		30,968,403
	23,839	Vanguard Global
		ex-US Real Estate ETF		1,226,040
	82,557	Vanguard MSCI Emerging
		Markets ETF		3,446,755
	40,127	Vanguard REIT ETF		2,607,051
	58,052	Vanguard Small-Cap Growth
		ETF (c)		5,122,508
				83,829,560
		Total Investment Companies
		(Cost $178,340,377)		190,755,333

Number of Shares					Value
		SHORT TERM INVESTMENTS - 1.96%
		Money Market Funds - 1.96%
	3,851,492	Federated Prime Obligations Fund
		Effective Yield, 0.15%	$	3,851,492
		Total Short Term Investments
		(Cost $3,851,492)		3,851,492
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 8.70%
		Money Market Funds - 8.70%
	17,068,200	First American Government
		Obligations Fund
		Effective Yield, 0.02%		17,068,200
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $17,068,200)		17,068,200
		Total Investments
		(Cost $199,260,069) - 107.88%		211,675,025
		Liabilities in Excess of Other
		Assets - (7.88)%		(15,468,407		)
		TOTAL NET ASSETS - 100.00%	$	196,206,618

Percentages are stated as a percent of net assets.
(a)	Affiliated to the Fund.
(b)	Non-income producing security.
(c)	All or portion of this security is on loan.

See notes to financial statements.

96

GuidePath^SM Tactical Constrained Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2012

Number of Shares					Value
		INVESTMENT COMPANIES - 97.44%
		Affiliated Mutual Funds - 63.18%
	2,108,851	GuideMarkSM Core Fixed Income
		Fund - Institutional Shares (a)	$	21,215,041
	482,955	GuideMarkSM Global Real Return
		Fund - Institutional Shares (a)		4,573,584
	1,194,061	GuideMarkSM Large Cap Growth
		Fund - Institutional Shares (a)(b)		12,716,746
	1,498,701	GuideMarkSM Large Cap Value
		Fund - Institutional Shares (a)		12,783,921
	1,949,305	GuideMarkSM Opportunistic Equity
		Fund - Institutional Shares (a)(b)		19,317,615
	1,125,448	GuideMarkSM Opportunistic Fixed
		Income Fund - Institutional
		Shares (a)		11,231,970
	485,315	GuideMarkSM Small/Mid Cap Core
		Fund - Institutional Shares (a)(b)		5,653,924
	3,855,701	GuideMarkSM World ex-US Fund -
		Institutional Shares (a)		28,763,530
				116,256,331
		Exchange Traded Funds - 30.03%
	15,685	Energy Select Sector SPDR
		Fund (c)		1,152,534
	102,820	Guggenheim China Small Cap
		ETF (c)		2,031,723
	39,518	iShares MSCI Sweden Index Fund		1,116,779
	31,765	Market Vectors Steel Index Fund (c)		1,393,530
	48,355	PowerShares FTSE RAFI Asia
		Pacific ex-Japan Portfolio ETF (c)		2,567,167
	95,951	SPDR Barclays Capital 1-3 Month
		T-Bill ETF (b)		4,395,515
	74,187	SPDR Barclays Capital High Yield
		Bond ETF (c)		2,983,801
	176,264	SPDR S&P 500 ETF Trust		25,369,678
	47,109	SPDR S&P Dividend ETF		2,737,033
	19,592	SPDR S&P International
		Dividend ETF (c)		886,146
	30,894	Technology Select Sector SPDR
		Fund		952,462
	17,419	Utilities Select Sector SPDR Fund		634,052
	17,728	Vanguard Global ex-US Real
		Estate ETF (c)		911,751
	136,003	Vanguard MSCI Emerging
		Markets ETF		5,678,125
	24,189	Vanguard MSCI European ETF (c)		1,094,794
	20,863	Vanguard REIT ETF		1,355,469
				55,260,559

Number of Shares					Value
		Exchange Traded Notes - 0.96%
	67,497	iPath U.S. Treasury 10-year
		Bear ETN (b)(d)	$	1,760,322
		Mutual Funds - 3.27%
	208,043	AQR Diversified Arbitrage Fund -
		Institutional Shares		2,315,522
	122,006	DoubleLine Total Return Bond Fund -
		Institutional Shares		1,390,867
	213,610	PIMCO Emerging Local Bond Fund -
		Institutional Shares		2,319,808
				6,026,197
		Total Investment Companies
		(Cost $167,124,092)		179,303,409
		SHORT TERM INVESTMENTS - 1.92%
		Money Market Funds - 1.92%
	3,523,906	Federated Prime Obligations Fund
		Effective Yield, 0.15%		3,523,906
		Total Short Term Investments
		(Cost $3,523,906)		3,523,906
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 1.79%
		Money Market Funds - 1.79%
	3,290,308	First American Government
		Obligations Fund
		Effective Yield, 0.02%		3,290,308
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $3,290,308)		3,290,308
		Total Investments
		(Cost $173,938,306) - 101.15%		186,117,623
		Liabilities in Excess of Other
		Assets - (1.15)%		(2,115,117		)
		TOTAL NET ASSETS - 100.00%	$	184,002,506

Percentages are stated as a percent of net assets.
(a)	Affiliated to the Fund.
(b)	Non-income producing security.
(c)	All or portion of this security is on loan.
(d)	The value of an exchange-traded note can be impacted by the credit quality of the issuer. The issuer for this exchange-traded note is Barclay’s Capital PLC.

See notes to financial statements.

97

GuidePath^SM Tactical Unconstrained Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2012

Number of Shares					Value
		INVESTMENT COMPANIES - 97.37%
		Affiliated Mutual Funds - 29.48%
	123,784	GuideMarkSM Core Fixed Income
		Fund - Institutional Shares (a)	$	1,245,270
	788,249	GuideMarkSM Large Cap Growth
		Fund - Institutional Shares (a)(b)		8,394,849
	1,928,140	GuideMarkSM Large Cap Value
		Fund - Institutional Shares (a)		16,447,032
	1,918,707	GuideMarkSM Opportunistic Equity
		Fund - Institutional Shares (a)(b)		19,014,384
	1,221,612	GuideMarkSM Opportunistic Fixed
		Income Fund - Institutional
		Shares (a)		12,191,688
	903,206	GuideMarkSM Small/Mid Cap Core
		Fund - Institutional Shares (a)(b)		10,522,355
	741,951	GuideMarkSM World ex-US Fund -
		Institutional Shares (a)		5,534,958
				73,350,536
		Exchange Traded Funds - 34.97%
	17,039	iShares Barclays MBS Bond
		Fund (c)		1,859,977
	3,069	PowerShares DB Gold Fund (b)(c)		187,455
	40,592	PowerShares DB Precious Metals
		Fund (b)(c)		2,502,903
	35,521	PowerShares QQQ Trust Series 1		2,436,030
	133,061	SPDR Barclays Capital 1-3 Month
		T-Bill ETF (b)		6,095,525
	83,733	SPDR Barclays Capital High Yield
		Bond ETF		3,367,741
	41,861	SPDR Barclays Capital Short Term
		International Treasury
		Bond ETF (b)(c)		1,546,345
	253,545	SPDR S&P 500 ETF Trust		36,492,732
	40,927	SPDR S&P Emerging Asia
		Pacific ETF (c)		2,979,895
	122,606	Vanguard High Dividend Yield
		ETF (c)		6,179,342
	271,851	Vanguard MSCI EAFE ETF (c)		8,935,742
	236,857	Vanguard MSCI Emerging
		Markets ETF		9,888,780
	53,300	Vanguard Total Bond Market
		Index Fund		4,538,495
				87,010,962

Number of Shares					Value
		Mutual Funds - 32.92%
	1,367,264	Eaton Vance Floating-Rate Fund -
		Institutional Shares	$	12,428,433
	634,485	Eaton Vance Global Macro Absolute
		Return Advantage Fund -
		Institutional Shares		6,573,268
	237,099	Eaton Vance Global Macro Absolute
		Return Fund - Institutional Shares		2,361,506
	103,689	Eaton Vance Government Obligations
		Fund - Institutional Shares		767,295
	662,917	Eaton Vance Income Fund of Boston -
		Institutional Shares		3,917,838
	145,951	Eaton Vance Multi-Strategy Absolute
		Return Fund - Institutional Shares		1,329,616
	23,102	Eaton Vance Parametric Option
		Absolute Return Strategy Fund -
		Institutional Shares (b)		253,893
	58,767	Eaton Vance Worldwide Health
		Sciences Fund - Institutional
		Shares		627,636
	275,475	Pioneer Strategic Income Fund -
		Class Y		3,090,827
	1,336,000	Stadion Managed Portfolio Trust -
		Institutional Shares		12,959,197
	520,558	Virtus Allocator Premium AlphaSector
		Fund - Institutional Shares		5,564,763
	128,483	Virtus Global Premium AlphaSector
		Fund - Institutional Shares		1,359,353
	2,280,064	Virtus Premium AlphaSector Fund -
		Institutional Shares		30,666,858
				81,900,483
		Total Investment Companies
		(Cost $227,382,428)		242,261,981

See notes to financial statements.

98

GuidePath^SM Tactical Unconstrained Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Number of Shares					Value
		SHORT TERM INVESTMENTS - 2.12%
		Money Market Funds - 2.12%
	5,277,715	Federated Prime Obligations Fund
		Effective Yield, 0.15%	$	5,277,715
		Total Short Term Investments
		(Cost $5,277,715)		5,277,715
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 5.05%
		Money Market Funds - 5.05%
	12,556,232	First American Government
		Obligations Fund
		Effective Yield, 0.02%		12,556,232
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $12,556,232)		12,556,232
		Total Investments
		(Cost $245,216,375) - 104.54%		260,095,928
		Liabilities in Excess of Other
		Assets - (4.54)%		(11,291,669		)
		TOTAL NET ASSETS - 100.00%	$	248,804,259

Percentages are stated as a percent of net assets.
(a)	Affiliated to the Fund.
(b)	Non-income producing security.
(c)	All or portion of this security is on loan.

See notes to financial statements.

99

GuidePath^SM Absolute Return Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2012

Number of Shares					Value
		INVESTMENT COMPANIES - 97.21%
		Affiliated Mutual Funds - 14.00%
	2,671,071	GuideMarkSM Core Fixed Income
		Fund - Institutional Shares (a)	$	26,870,975
	3,159,648	GuideMarkSM Opportunistic Fixed
		Income Fund - Institutional
		Shares (a)		31,533,287
				58,404,262
		Exchange Traded Funds - 36.95%
	36,318	iShares Barclays Agency Bond
		Fund (b)		4,140,978
	289,983	iShares Barclays Credit Bond
		Fund (b)		33,034,863
	200,710	iShares Barclays MBS Bond
		Fund (b)		21,909,504
	225,192	iShares Floating Rate Note
		Fund (b)		11,363,189
	42,773	iShares JPMorgan USD Emerging
		Markets Bond Fund (b)		5,186,654
	85,091	iShares MSCI ACWI Index
		Fund (b)		3,972,899
	24,117	PowerShares DB Agriculture
		Fund (b)(c)		709,281
	18,157	PowerShares DB Base Metals
		Fund (c)		359,509
	36,225	PowerShares DB Energy
		Fund (b)(c)		1,029,877
	39,743	PowerShares DB Precious Metals
		Fund (c)		2,450,553
	26,428	PowerShares International Corporate
		Bond Portfolio (b)		759,541
	415,969	SPDR Barclays Capital 1-3 Month
		T-Bill ETF (c)		19,055,540
	40,651	SPDR Barclays Capital Convertible
		Securities ETF (b)		1,608,966
	17,671	SPDR S&P 500 ETF Trust		2,543,387
	101,555	Vanguard Short-Term Bond
		ETF (b)		8,271,655
	442,998	Vanguard Total Bond Market ETF		37,721,280
				154,117,676
		Exchange Traded Notes - 2.36%
	376,665	iPath U.S. Treasury 10-year Bear
		ETN (b)(c)(d)		9,823,423
				9,823,423

Number of Shares					Value
		Mutual Funds - 43.90%
	706,743	Aberdeen Equity Long Short Fund -
		Institutional Shares	$	8,106,340
	3,421,617	BlackRock Low Duration Bond
		Portfolio - Institutional Shares		33,634,496
	1,047,696	DoubleLine Core Fixed Income
		Fund - Institutional Shares		11,943,734
	556,785	DoubleLine Low Duration Bond
		Fund - Institutional Shares		5,684,777
	254,849	DoubleLine Multi-Asset Growth
		Fund - Institutional Shares		2,579,070
	1,457,911	DoubleLine Total Return Bond
		Fund - Institutional Shares		16,620,190
	342,110	Eaton Vance Floating-Rate Fund -
		Institutional Shares		3,109,779
	1,021,259	Eaton Vance Global Macro Absolute
		Return Fund - Institutional Shares		10,171,744
	1,491,474	Eaton Vance Multi-Strategy Absolute
		Return Fund - Institutional Shares		13,587,328
	48,453	Eaton Vance Parametric Option
		Absolute Return Strategy Fund -
		Institutional Shares (c)		532,504
	159,816	Gateway Fund - Class Y		4,396,545
	829,585	Highbridge Statistical Market
		Neutral Fund - Select Shares (c)		12,369,106
	928,618	JPMorgan Floating Rate Income
		Fund - Select Shares		9,249,033
	1,056,058	JPMorgan Income Builder Fund -
		Select Shares		10,222,645
	56,613	JPMorgan Research Equity
		Long/Short Fund - Select
		Shares (c)		879,193
	655,902	JPMorgan Strategic Income
		Opportunities Fund - Select
		Shares		7,700,288
	57,980	JPMorgan Strategic Preservation
		Fund - Select Shares		827,378
	2,806,652	Pioneer Strategic Income Fund -
		Class Y		31,490,636
				183,104,786
		Total Investment Companies
		(Cost $397,208,375)		405,450,147

See notes to financial statements.

100

GuidePath^SM Absolute Return Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2012

Number of Shares					Value
		SHORT TERM INVESTMENTS - 2.18%
		Money Market Funds - 2.18%
	9,102,966	Federated Prime Obligations
		Fund, 0.15%
		Effictive Yield, 0.15%	$	9,102,966
		Total Short Term Investments
		(Cost $9,102,966)		9,102,966
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 4.80%
		Money Market Funds - 4.80%
	20,028,677	First American Government
		Obligations Fund
		Effective Yield, 0.02%		20,028,677
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $20,028,677)		20,028,677
		Total Investments
		(Cost $426,340,018) - 104.19%		434,581,790
		Liabilities in Excess of Other
		Assets - (4.19)%		(17,490,294		)
		TOTAL NET ASSETS - 100.00%	$	417,091,496

Percentages are stated as a percent of net assets.
(a)	Affiliated to the Fund.
(b)	All or portion of this security is on loan.
(c)	Non-income producing security.
(d)	The value of an exchange-traded note can be impacted by the credit quality of the issuer. The issuer for this exchange-traded note is Barclay’s Capital PLC.

See notes to financial statements.

101

GuidePath^SM Multi-Asset Income Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2012

Number of Shares					Value
		INVESTMENT COMPANIES - 97.41%
		Affiliated Mutual Funds - 8.04%
	260,803	GuideMarkSM Core Fixed Income
		Fund - Institutional Shares (a)	$	2,623,680
	204,854	GuideMarkSM World ex-US Fund -
		Institutional Shares (a)		1,528,208
				4,151,888
		Exchange Traded Funds - 58.22%
	580	iShares Barclays Agency Bond
		Fund (b)		66,132
	3,793	iShares Barclays TIP Bond Fund		461,836
	11,061	iShares Barclays 20+ Year Treasury
		Bond Fund (b)		1,374,108
	6,991	iShares Barclays 7-10 Year Treasury
		Bond Fund (b)		758,244
	60,093	iShares iBoxx $ High Yield
		Corporate Bond Fund (b)		5,550,791
	137	iShares iBoxx Investment Grade
		Corporate Bond Fund		16,682
	30,818	iShares JPMorgan USD Emerging
		Markets Bond Fund (b)		3,736,991
	65,088	iShares S&P Global Infrastructure
		Index Fund		2,294,352
	18,516	iShares S&P US Preferred Stock
		Index Fund		738,048
	28,412	SPDR Barclays Capital High Yield
		Bond ETF (b)		1,142,730
	2,797	SPDR Barclays Capital International
		Treasury Bond ETF		172,155
	119,713	SPDR S&P International Dividend
		ETF (b)		5,414,619
	10,028	Vanguard Global ex-US Real
		Estate ETF (b)		515,740
	10,414	Vanguard REIT ETF		676,598
	8,253	WisdomTree Australia Dividend
		Fund		434,190
	9,910	WisdomTree Emerging Markets
		Equity Income Fund (b)		531,870
	102,955	WisdomTree Equity Income Fund		4,871,831
	11,935	WisdomTree Europe SmallCap
		Dividend Fund (b)		440,631
	17,600	WisdomTree SmallCap Dividend
		Fund (b)		889,328
				30,086,876

Number of Shares					Value
		Mutual Funds - 31.15%
	146,884	Forward International Dividend
		Fund - Institutional Shares	$	1,097,226
	213,943	Forward EM Corporate Debt
		Fund - Institutional Shares		2,088,087
	171,586	Forward Select Income Fund -
		Institutional Shares		4,126,647
	363,691	Henderson Global Equity Income
		Fund - Institutional Shares		2,651,304
	39,764	JPMorgan Global Equity Income
		Fund - Select Shares		565,052
	369,828	JPMorgan High Yield Fund -
		Select Shares		2,988,214
	266,819	JPMorgan Income Builder Fund -
		Select Shares		2,582,812
				16,099,342
		Total Investment Companies
		(Cost $49,860,427)		50,338,106
		SHORT TERM INVESTMENTS - 2.32%
		Money Market Funds - 2.32%
	1,198,804	Federated Prime Obligations Fund
		Effictive Yield, 0.15%		1,198,804
		Total Short Term Investments
		(Cost $1,198,804)		1,198,804
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 19.41%
		Money Market Funds - 19.41%
	10,032,164	First American Government
		Obligations Fund
		Effective Yield, 0.02%		10,032,164
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $10,032,164)		10,032,164
		Total Investments
		(Cost $61,091,395) - 119.14%		61,569,074
		Liabilities in Excess of Other
		Assets - (19.14)%		(9,889,988		)
		TOTAL NET ASSETS - 100.00%	$	51,679,086

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

See notes to financial statements.

102

GuidePath^SM Fixed Income Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2012

Number of Shares					Value
		INVESTMENT COMPANIES - 97.08%
		Affiliated Mutual Funds - 31.76%
	4,821,531	GuideMarkSM Core Fixed Income
		Fund - Institutional Shares (a)	$	48,504,604
	1,657,531	GuideMarkSM Opportunistic Fixed
		Income Fund - Institutional
		Shares (a)		16,542,163
				65,046,767
		Exchange Traded Funds - 56.87%
	49,092	iShares Barclays Agency Bond
		Fund (b)		5,597,470
	113,309	iShares Barclays Credit Bond
		Fund (b)		12,908,161
	136,301	iShares Barclays 1-3 Year Treasury
		Bond Fund (b)		11,517,435
	7,143	iShares Barclays 20+ Year Treasury
		Bond Fund (b)		887,375
	105,989	iShares Barclays 7-10 Year Treasury
		Bond Fund (b)		11,495,567
	10,339	iShares JPMorgan USD Emerging
		Markets Bond Fund		1,253,707
	91,891	PowerShares Senior Loan Portfolio		2,292,680
	50,670	SPDR Barclays Capital 1-3 Month
		T-Bill ETF (c)		2,321,193
	165,626	SPDR Barclays Capital High Yield
		Bond ETF		6,661,478
	115,462	SPDR Barclays Capital TIPS ETF		7,006,234
	184,460	Vanguard Mortgage-Backed
		Securities ETF (b)		9,752,400
	525,839	Vanguard Total Bond Market ETF		44,775,190
				116,468,890
		Exchange Traded Notes - 1.39%
	109,310	iPath U.S. Treasury 10-year Bear
		ETN (c)(d)		2,850,805
		Mutual Funds - 7.06%
	362,209	DoubleLine Total Return Bond
		Fund - Institutional Shares		4,129,187
	127,440	JPMorgan Strategic Income
		Opportunities Fund - Select Shares		1,496,146

Number of Shares					Value
		Mutual Funds (Continued)
	185,484	Loomis Sayles Bond Fund -
		Institutional Shares	$	2,780,411
	106,229	PIMCO Emerging Local Bond
		Fund - Institutional Shares		1,153,642
	420,860	PIMCO Unconstrained Bond
		Fund - Institutional Shares		4,898,815
				14,458,201
		Total Investment Companies
		(Cost $198,318,118)		198,824,663
		SHORT TERM INVESTMENTS - 2.33%
		Money Market Funds - 2.33%
	4,773,670	Federated Prime Obligations Fund
		Effective Yield, 0.15%		4,773,670
		Total Short Term Investments
		(Cost $4,773,670)		4,773,670
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 7.12%
		Money Market Funds - 7.12%
	14,579,236	First American Government
		Obligations Fund
		Effective Yield, 0.02%		14,579,236
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $14,579,236)		14,579,236
		Total Investments
		(Cost $217,671,024) - 106.53%		218,177,569
		Liabilities in Excess of Other
		Assets - (6.53)%		(13,379,346		)
		TOTAL NET ASSETS - 100.00%	$	204,798,223

Percentages are stated as a percent of net assets.
(a)	Affiliated to the Fund.
(b)	All or portion of this security is on loan.
(c)	Non-income producing security.
(d)	The value of an exchange-traded note can be impacted by the credit quality of the issuer. The issuer for this exchange-traded note is Barclay’s Capital PLC.

See notes to financial statements.

103

GuidePath^SM Altegris^® Multi-Strategy Alternative Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2012

Number of Shares					Value
		INVESTMENT COMPANIES - 97.21%
		Affiliated Mutual Funds - 97.21%
	1,440,809	Altegris® Managed Futures
		Strategy Fund - Institutional
		Shares (a)(b)	$	13,947,028
	4,825,231	Altegris® Equity Long Short
		Fund - Institutional Shares (a)(b)		48,734,833
	3,570,002	Altegris® Macro Strategy Fund -
		Institutional Shares (a)(b)		34,164,919
	1,415,540	Altegris® Futures Evolution
		Strategy Fund - Institutional
		Shares (a)		13,985,537
	2,830,544	GuideMarkSM Opportunistic Fixed
		Income Fund - Institutional
		Shares (a)		28,248,831
				139,081,148
		Total Investment Companies
		(Cost $139,249,028)		139,081,148
		SHORT TERM INVESTMENTS - 2.12%
		Money Market Funds - 2.12%
	3,030,883	Federated Prime Obligations Fund
		Effective Yield, 0.15%		3,030,883
		Total Short Term Investments
		(Cost $3,030,883)		3,030,883
		Total Investments
		(Cost $142,279,911) - 99.33%		142,112,031
		Other Assets in Excess of
		Liabilities - 0.67%		953,829
		TOTAL NET ASSETS - 100.00%	$	143,065,860

Percentages are stated as a percent of net assets.
(a)	Affiliated to the Fund
(b)	Non-income producing security.

See notes to financial statements.

104

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF ASSETS & LIABILITIES

September 30, 2012 (Unaudited)

	Large Cap Growth Fund			Large Cap Value Fund			Small/Mid Cap Core Fund
ASSETS:
Investments, at value (cost $138,424,305, $167,704,657,
and $73,830,048, respectively)1	$	182,475,389		$	193,668,481		$	82,098,688
Cash		89,377			—			1,304
Income receivable		136,730			361,000			70,339
Receivable for dividend reclaims		—			13,392			—
Receivable for investment securities sold		1,596,982			158,056			1,939,855
Receivable for fund shares sold		108,139			106,135			22,179
Receivable from securities lending agent (See Note 6)		—			2,702			10,025
Other assets		37,983			37,533			43,568
Total Assets		184,444,600			194,347,299			84,185,958
LIABILITIES:
Payable for collateral on securities loaned		4,069,278			8,793,679			5,516,298
Payable to securities lending agent (See Note 6)		8,401			—			—
Payable for investment securities purchased		1,691,861			—			1,047,073
Payable for fund shares redeemed		266,583			274,712			148,976
Payable to Investment Advisor		110,718			107,905			50,860
Other accrued expenses		189,230			173,716			83,829
Total Liabilities		6,336,071			9,350,012			6,847,036
NET ASSETS	$	178,108,529		$	184,997,287		$	77,338,922
NET ASSETS CONSIST OF:
Capital stock		208,397,497			331,545,227			98,490,310
Unrealized appreciation on investments		44,051,084			25,963,824			8,268,640
Accumulated undistributed net investment income (loss)		(40,620	)		2,023,672			68,865
Accumulated undistributed net realized loss		(74,299,432	)		(174,535,436	)		(29,488,893	)
Total Net Assets	$	178,108,529		$	184,997,287		$	77,338,922
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		3,405,766			5,308,230			2,964,034
Net assets		36,274,829			45,300,895			34,532,776
Net asset value, offering and redemption price per share	$	10.65		$	8.53		$	11.65
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		13,435,575			16,271,061			3,703,815
Net assets		141,833,700			139,696,392			42,806,146
Net asset value, offering and redemption price per share	$	10.56		$	8.59		$	11.56
1Includes loaned securities with a market value of:	$	3,921,228		$	8,489,101		$	5,164,440

See notes to financial statements.

105

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF ASSETS & LIABILITIES (Continued)

September 30, 2012 (Unaudited)

	World ex-US Fund			Opportunistic Equity Fund			Global Real Return Fund
ASSETS:
Investments, at value (cost $258,632,507, $138,721,460,
and $137,986,380, respectively)1	$	269,000,970		$	148,341,098		$	135,321,624
Foreign currencies (cost $1,700,320, $0, and $0, respectively)		1,695,357			—			—
Cash		—			—			70,423
Income receivable		912,147			181,850			256,631
Receivable for dividend reclaims		263,076			—			—
Receivable for investment securities and foreign currencies sold		2,491,778			1,314,481			—
Receivable for fund shares sold		147,195			46,497			98,584
Other assets		30,614			37,811			26,525
Total Assets		274,541,137			149,921,737			135,773,787
LIABILITIES:
Payable for collateral on securities loaned		1,387,400			4,281,286			27,733,915
Payable to securities lending agent (See Note 6)		5,588			—			—
Payable for investment securities purchased		2,707,131			1,464,831			—
Payable for fund shares redeemed		434,405			201,728			286,599
Payable to Investment Advisor		144,304			93,518			58,218
Other accrued expenses		305,314			121,359			118,777
Total Liabilities		4,984,142			6,162,722			28,197,509
NET ASSETS	$	269,556,995		$	143,759,015		$	107,576,278
NET ASSETS CONSIST OF:
Capital stock		478,978,040			147,230,498			116,097,530
Unrealized appreciation (depreciation) on:
Investments		10,368,463			9,619,638			(2,664,756	)
Foreign currencies		(17,935	)		—			—
Accumulated undistributed net investment income (loss)		4,512,313			229,307			319,639
Accumulated undistributed net realized loss		(224,283,886	)		(13,320,428	)		(6,176,135	)
Total Net Assets	$	269,556,995		$	143,759,015		$	107,576,278
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		9,129,118			5,446,141			1,480,548
Net assets		68,124,588			53,992,396			14,015,160
Net asset value, offering and redemption price per share	$	7.46		$	9.91		$	9.47
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		26,997,936			9,124,551			9,862,785
Net assets		201,432,407			89,766,619			93,561,118
Net asset value, offering and redemption price per share	$	7.46		$	9.84		$	9.49
1Includes loaned securities with a market value of:	$	1,355,236		$	4,054,250		$	26,813,990

See notes to financial statements.

106

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF ASSETS & LIABILITIES (Continued)

September 30, 2012 (Unaudited)

	Core Fixed Income Fund		Tax-Exempt Fixed Income Fund		Opportunistic Fixed Income Fund
ASSETS:
Investments, at value (cost $401,382,740, $74,522,739,
and $277,103,289, respectively)1	$	417,802,924	$	82,459,896	$	279,411,188
Appreciation of swap agreements		—		—		147,100
Foreign currencies (cost $0, $0, and $1,364,130, respectively)		—		—		1,355,081
Cash		530,488		—		11,406,152
Variation margin on futures contracts		—		—		15,934
Income receivable		2,447,316		1,031,328		2,739,965
Receivable for dividend reclaims		—		—		2,979
Receivable for investment securities and foreign currencies sold		19,549		—		3,112,414
Receivable for fund shares sold		773,463		189,551		321,036
Swap premiums paid		—		—		601,004
Deposits with brokers for forwards, options and swaps		—		—		280,000
Appreciation of forward foreign currency contracts		—		—		3,080,337
Receivable from securities lending agent (See Note 6)		1,262		—		—
Other assets		89,176		52,375		37,396
Total Assets		421,664,178		83,733,150		302,510,586
LIABILITIES:
Options written at value (Premium received $0, $0 and
$20,744, respectively)		—		—		6,776
Depreciation of forward foreign currency contracts		—		—		1,772,388
Depreciation on swap agreements		—		—		551,239
Payable for collateral on securities loaned		2,081,560		—		—
Payable for investment securities and foreign currencies purchased		5,032,266		1,102,259		44,593,733
Payable for fund shares redeemed		566,868		300,242		224,253
Payable to Investment Advisor		172,987		30,309		137,810
Swap premiums received		—		—		767,857
Other accrued expenses		441,973		117,971		269,212
Total Liabilities		8,295,654		1,550,781		48,323,268
NET ASSETS	$	413,368,524	$	82,182,369	$	254,187,318

See notes to financial statements.

107

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF ASSETS & LIABILITIES (Continued)

September 30, 2012 (Unaudited)

	Core Fixed Income Fund		Tax-Exempt Fixed Income Fund			Opportunistic Fixed Income Fund
NET ASSETS CONSIST OF:
Capital stock	$	392,546,453	$	79,794,519		$	253,577,936
Unrealized appreciation (depreciation) on:
Investments		16,420,192		7,937,157			2,307,899
Foreign currencies		—		—			8,127
Swaps		—		—			(404,139	)
Forward currency exchange contracts		—		—			1,307,949
Futures contracts		—		—			42,308
Written options		—		—			13,968
Accumulated undistributed net investment income		175,001		69,909			(1,601,209	)
Accumulated undistributed net realized loss		4,226,878		(5,619,216	)		(1,065,521	)
Total Net Assets	$	413,368,524	$	82,182,369		$	254,187,318
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		9,986,041		—			9,994,783
Net assets		100,479,015		—			99,807,566
Net asset value, offering and redemption price per share	$	10.06		—		$	9.99
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		31,028,537		6,981,669			15,447,056
Net assets		312,889,509		82,182,369			154,379,752
Net asset value, offering and redemption price per share	$	10.08	$	11.77		$	9.99
1Includes loaned securities with a market value of:	$	2,027,394	$	—		$	—

See notes to financial statements.

108

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF ASSETS & LIABILITIES (Continued)

September 30, 2012 (Unaudited)

	Strategic Asset Allocation Fund			Tactical Constrained Asset Allocation Fund			Tactical Unconstrained Asset Allocation Fund			Absolute Return Asset Allocation Fund
ASSETS:
Investments, at value (cost $99,891,158,
$65,684,679, $179,420,855, and $370,404,871,
respectively)1	$	104,749,252		$	69,861,292		$	186,745,392		$	376,177,528
Investments in affiliates, at value (cost $99,368,911,
$108,253,627, $65,795,520 and $55,935,147,
respectively)		106,925,773			116,256,331			73,350,536			58,404,262
Cash		574,836			42,435			315,033			172,312
Income receivable		165,880			217,896			238,888			334,170
Receivable for investment securities sold		465,635			446,467			6,105,838			356,187
Receivable for fund shares sold		1,198,757			1,138,242			1,652,113			4,245,722
Receivable from investment advisor		621			4,156			—			—
Other assets		27,387			28,871			30,587			38,730
Total Assets		214,108,141			187,995,690			268,438,387			439,728,911
LIABILITIES:
Payable for collateral on securities loaned		17,068,200			3,290,308			12,556,232			20,028,677
Payable for investment securities purchased		313,389			210,665			6,358,560			1,403,136
Payable for fund shares redeemed		218,783			194,819			325,268			562,993
Payable to Investment Advisor		—			—			24,629			83,596
Other accrued expenses		301,151			297,392			369,439			559,013
Total Liabilities		17,901,523			3,993,184			19,634,128			22,637,415
NET ASSETS	$	196,206,618		$	184,002,506		$	248,804,259		$	417,091,496
NET ASSETS CONSIST OF:
Capital stock		185,811,508			173,235,898			237,136,718			407,398,913
Unrealized appreciation on:
Investments		4,858,094			4,176,613			7,324,537			5,772,657
Investments in affiliates		7,556,862			8,002,704			7,555,016			2,469,115
Accumulated undistributed net investment
income (loss)		30,386			401,461			874,579			3,698,415
Accumulated undistributed net realized loss		(2,050,232	)		(1,814,170	)		(4,086,591	)		(2,247,604	)
Total Net Assets	$	196,206,618		$	184,002,506		$	248,804,259		$	417,091,496
Institutional Shares
Shares outstanding (unlimited shares of no par
value authorized)		28,609			27,611			26,021			15,653
Net assets		270,859			272,342			251,251			159,842
Net asset value, offering and redemption price
per share	$	9.47		$	9.86		$	9.66		$	10.21
Service Shares
Shares outstanding (unlimited shares of no par
value authorized)		20,696,686			18,634,565			25,743,113			40,842,515
Net assets		195,935,759			183,730,164			248,553,008			416,931,654
Net asset value, offering and redemption price
per share	$	9.47		$	9.86		$	9.66		$	10.21
1Includes loaned securities with a market value of:	$	16,275,100		$	3,177,643		$	12,060,893		$	19,517,465

See notes to financial statements.

109

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF ASSETS & LIABILITIES (Continued)

September 30, 2012 (Unaudited)

	Multi-Asset Income Asset Allocation Fund			Fixed Income Allocation Fund		Altegris® Multi-Strategy Alternative Allocation Fund
ASSETS:
Investments, at value (cost $56,990,761, $152,755,685,
and $3,030,883, respectively)1	$	57,417,186		$	153,130,802	$	3,030,883
Investments in affiliates, at value (cost $4,100,634,
$64,915,339, and $139,249,028, respectively)		4,151,888			65,046,767		139,081,148
Cash		53,895			5,844		—
Income receivable		101,599			31,943		302
Receivable for investment securities sold		28,774			—		—
Receivable for fund shares sold		289,027			2,330,643		1,490,359
Total Assets		62,042,369			220,545,999		143,602,692
LIABILITIES:
Payable for collateral on securities loaned		10,032,164			14,579,236		—
Payable for investment securities purchased		171,382			732,173		189,668
Payable for fund shares redeemed		114,386			265,728		234,905
Payable to Investment Advisor		6,339			36,296		17,309
Other accrued expenses		39,012			134,343		94,950
Total Liabilities		10,363,283			15,747,776		536,832
NET ASSETS	$	51,679,086		$	204,798,223	$	143,065,860
NET ASSETS CONSIST OF:
Capital stock		50,972,819			203,992,786		143,049,681
Unrealized appreciation (depreciation) on:
Investments		426,425			375,117		—
Investments in affiliates		51,254			131,428		(167,880	)
Accumulated undistributed net investment income		229,617			291,903		185,119
Accumulated undistributed net realized gain (loss)		(1,029	)		6,989		(1,060	)
Total Net Assets	$	51,679,086		$	204,798,223	$	143,065,860
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		—			11,449		15,119
Net assets		—			115,026		151,224
Net asset value, offering and redemption price per share	$	—		$	10.05	$	10.00
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		5,095,401			20,386,822		14,289,105
Net assets		51,679,086			204,683,197		142,914,636
Net asset value, offering and redemption price per share	$	10.14		$	10.04	$	10.00
1Includes loaned securities with a market value of:	$	9,744,306		$	14,236,877	$	—

See notes to financial statements.

110

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF OPERATIONS

For the Period Ended September 30, 2012 (Unaudited)

	Large Cap Growth Fund			Large Cap Value Fund			Small/Mid Cap Core Fund
INVESTMENT INCOME:
Dividend income (net of withholding tax of $(232),
$12,987, and $0, respectively)	$	1,293,272		$	2,742,392		$	632,746
Interest income		2,834			1,887			1,299
Total investment income		1,296,106			2,744,279			634,045
EXPENSES
Investment advisory fees		644,172			665,551			296,336
Distribution (12b-1) fees – Service Shares		185,409			181,519			54,847
Administrative service fees – Service Shares		185,409			181,519			54,847
Shareholder servicing fees – Service Shares		53,107			51,995			15,357
Legal fees		39,745			44,926			18,576
Custody fees		36,276			12,685			26,808
Administration fees		35,974			36,418			14,004
Federal and state registration fees		25,551			24,634			23,143
Fund accounting fees		20,331			20,522			9,728
Directors’ fees and expenses		18,994			19,539			7,841
Audit and tax fees		16,500			16,473			15,006
Reports to shareholders		10,683			14,093			4,996
Transfer agent fees and expenses		7,280			7,491			4,784
Insurance fees		4,758			4,880			1,787
Compliance fees		3,748			3,900			1,616
Total expenses		1,287,937			1,286,145			549,676
Expense reimbursement by Advisor (See Note 3)		(7,093	)		—			(1,213	)
Less securities lending credit (See Note 6)		(15,140	)		(4,235	)		(17,945	)
Net expenses		1,265,704			1,281,910			530,518
Net investment income		30,402			1,462,369			103,527
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain (loss) on investments		461,849			(542,207	)		346,117
Net change in unrealized appreciation (depreciation)
on investments		(2,542,729	)		869,981			127,131
Net realized and unrealized gain (loss)		(2,080,880	)		327,774			473,248
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS	$	(2,050,478	)	$	1,790,143		$	576,775

See notes to financial statements.

111

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF OPERATIONS (Continued)

For the Period Ended September 30, 2012 (Unaudited)

	World ex-US Fund			Opportunistic Equity Fund			Global Real Return Fund
INVESTMENT INCOME:
Dividend income (net of withholding tax of $540,057, $655,
and $0, respectively)	$	4,311,253		$	1,262,848		$	1,104,929
Interest income		1,731			6,853			294
Total investment income		4,312,984			1,269,701			1,105,223
EXPENSES:
Investment advisory fees		864,059			590,374			349,811
Distribution (12b-1) fees – Service Shares		236,547			119,808			119,144
Administrative service fees – Service Shares		236,547			119,808			119,144
Shareholder servicing fees – Service Shares		66,233			33,546			33,360
Legal fees		49,166			41,219			24,114
Custody fees		215,974			16,504			8,804
Administration fees		42,480			27,274			21,361
Federal and state registration fees		27,264			30,661			30,336
Fund accounting fees		66,744			21,221			11,106
Directors’ fees and expenses		24,046			15,236			13,579
Audit and tax fees		15,953			15,006			17,792
Reports to shareholders		15,137			12,052			9,079
Transfer agent fees and expenses		8,270			6,417			5,922
Insurance fees		6,130			3,419			2,299
Compliance fees		4,859			3,015			1,541
Total expenses		1,879,409			1,055,560			767,392
Expense reimbursement by Advisor (See Note 3)		(62,186	)		(13,531	)		—
Less securities lending credit (See Note 6)		(651	)		(1,635	)		(34,735	)
Net expenses		1,816,572			1,040,394			732,657
Net investment income		2,496,412			229,307			372,566
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized loss on:
Investments		(8,033,420	)		(793,438	)		(2,010,635	)
Foreign currencies		(73,861	)		—			—
Total		(8,107,281	)		(793,438	)		(2,010,635	)
Net change in unrealized appreciation (depreciation) on:
Investments		7,272,445			(1,028,318	)		2,354,642
Foreign currencies		(14,712	)		—			—
Total		7,257,733			(1,028,318	)		2,354,642
Net realized and unrealized gain (loss)		(849,548	)		(1,821,756	)		344,007
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS	$	1,646,864		$	(1,592,449	)	$	716,573

See notes to financial statements.

112

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF OPERATIONS (Continued)

For the Period Ended September 30, 2012 (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, $11,170)	$	9,053		$	—		$	196,619
Interest income (net of withholding tax of $0, $0, $109,969)		5,817,614			1,707,282			6,293,146
Total investment income		5,826,667			1,707,282			6,489,765
EXPENSES:
Investment advisory fees		1,215,327			205,110			900,004
Distribution (12b-1) fees – Service Shares		547,352			102,555			250,739
Administrative service fees – Service Shares		547,352			102,555			250,739
Shareholder servicing fees – Service Shares		174,250			32,817			78,366
Legal fees		109,853			15,626			58,490
Custody fees		38,495			5,619			97,370
Administration fees		87,962			16,813			47,689
Federal and state registration fees		23,270			24,070			38,237
Fund accounting fees		91,833			16,703			80,232
Directors’ fees and expenses		50,470			8,358			29,171
Audit and tax fees		19,032			13,757			22,278
Reports to shareholders		34,708			1,098			21,061
Transfer agent fees and expenses		14,324			3,747			9,359
Insurance fees		12,235			2,710			4,758
Compliance fees		10,003			1,647			3,653
Total expenses		2,976,466			553,185			1,892,146
Expense reimbursement by Advisor (See Note 3)		—			(24,002	)		(41,385	)
Less securities lending credit (See Note 6)		(920	)		—			—
Net expenses		2,975,546			529,183			1,850,761
Net investment income		2,851,121			1,178,099			4,639,004
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain on:
Investments		6,645,563			701,501			73,748
Foreign currencies		—			—			(196,129	)
Forward currency exchange contracts		—			—			3,006,559
Forward sale commitments		(414,221	)		—			—
Swaps		—			—			(806,318	)
Futures contracts		460,104			—			(287,368	)
Written Options		—			—			165,802
Total		6,691,446			701,501			1,956,294
Net change in unrealized appreciation (depreciation) on:
Investments		8,771,165			1,454,085			6,041,445
Foreign currencies		—			—			(7,307	)
Forward currency contracts		—			—			(147,808	)
Forward sale commitments		3,125			—			—
Swaps		—			—			(353,796	)
Futures contracts		198,569			—			69,363
Written Options		—			—			(127,271	)
Total		8,972,859			1,454,085			5,474,626
Net realized and unrealized gain		15,664,305			2,155,586			7,430,920
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS	$	18,515,426		$	3,333,685		$	12,069,924

See notes to financial statements.

113

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF OPERATIONS (Continued)

For the Period Ended September 30, 2012 (Unaudited)

	Strategic Asset Allocation Fund			Tactical Constrained Asset Allocation Fund			Tactical Unconstrained Asset Allocation Fund			Absolute Return Asset Allocation Fund
INVESTMENT INCOME:
Dividend income	$	1,106,342		$	833,217		$	1,600,889		$	3,814,517
Dividends from affiliate investments		—			355,114			269,744			929,485
Interest income		3,439			3,252			4,309			7,292
Total investment income		1,109,781			1,191,583			1,874,942			4,751,294
EXPENSES:
Investment advisory fees		213,551			211,479			388,683			585,252
Distribution (12b-1) fees – Service Shares		213,520			211,447			277,601			418,019
Administrative service fees – Service Shares		213,520			211,447			277,601			418,019
Shareholder servicing fees – Service Shares		85,408			84,579			111,040			167,208
Legal fees		33,377			33,371			44,501			64,074
Custody fees		26,221			37,286			47,386			54,253
Administration fees		28,877			28,797			37,636			52,945
Federal and state registration fees		31,408			31,140			36,402			47,019
Fund accounting fees		12,230			12,354			15,910			21,994
Directors’ fees and expenses		14,782			14,725			19,209			27,015
Audit and tax fees		7,217			7,217			7,217			7,217
Reports to shareholders		12,749			12,708			16,730			24,370
Transfer agent fees and expenses		4,078			4,078			4,501			5,213
Insurance fees		2,321			2,254			3,027			4,209
Compliance fees		2,247			2,231			2,963			4,270
Total expenses		901,506			905,113			1,290,407			1,901,077
Expense reimbursement by Advisor
(See Note 3)		(18,644	)		(19,131	)		(43,496	)		(2,596	)
Less securities lending credit (See Note 6)		(28,740	)		(40,150	)		(25,415	)		(59,170	)
Net expenses		854,122			845,832			1,221,496			1,839,311
Net investment income		255,659			345,751			653,446			2,911,983
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized loss on:
Investments		(480,153	)		(9,699	)		927,096			(1,630,553	)
Investments in affiliates		(466,494	)		(361,753	)		(976,092	)		(17,333	)
Total		(946,647	)		(371,452	)		(48,996	)		(1,647,886	)
Net change in unrealized appreciation on:
Investments		1,057,559			771,782			2,343,189			4,049,324
Investments in affiliates		1,928,924			2,482,329			1,526,728			1,631,665
Total		2,986,483			3,254,111			3,869,917			5,680,989
Net realized and unrealized gain		2,039,836			2,882,659			3,820,921			4,033,103
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS	$	2,295,495		$	3,228,410		$	4,474,367		$	6,945,086

See notes to financial statements.

114

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF OPERATIONS (Continued)

For the Period August 31, 2012¹ through September 30, 2012 (Unaudited)

	Multi-Asset Income Asset Allocation Fund			Fixed Income Allocation Fund			Altegris® Multi-Strategy Alternative Allocation Fund
INVESTMENT INCOME:
Dividend income	$	262,812		$	54,958		$	—
Dividends from affiliate investments		12,635			407,933			298,388
Interest income		319			1,297			302
Total investment income		275,766			464,188			298,690
EXPENSES:
Investment advisory fees		14,684			41,028			17,309
Distribution (12b-1) fees – Service Shares		10,488			41,014			28,831
Administrative service fees – Service Shares		10,488			41,014			28,831
Shareholder servicing fees – Service Shares		4,195			16,406			11,532
Legal fees		1,340			5,119			3,542
Custody fees		2,250			6,750			3,450
Administration fees		1,500			5,850			4,050
Federal and state registration fees		4,728			11,378			9,040
Directors’ fees and expenses		1,182			2,632			1,984
Audit and tax fees		2,095			2,094			2,094
Reports to shareholders		1,170			3,042			2,250
Transfer agent fees and expenses		120			150			210
Insurance fees		150			150			150
Compliance fees		104			390			298
Total expenses		54,494			177,017			113,571
Expense reimbursement by Advisor (See Note 3)		(8,345	)		(4,732	)		—
Net expenses		46,149			172,285			113,571
Net investment income		229,617			291,903			185,119
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain (loss) on:
Investments		(985	)		11,552			—
Investments in affiliates		(44	)		(4,563	)		(1,060	)
Total		(1,029	)		6,989			(1,060	)
Net change in unrealized appreciation (depreciation) on:
Investments		426,425			375,117			—
Investments in affiliates		51,254			131,428			(167,880	)
Total		477,679			506,545			(167,880	)
Net realized and unrealized gain (loss)		476,650			513,534			(168,940	)
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS	$	706,267		$	805,437		$	16,179
1 Date of inception.

See notes to financial statements.

115

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF CHANGES IN NET ASSETS

	Large Cap Growth Fund						Large Cap Value Fund
	Period Ended September 30, 2012			Year Ended March 31, 2012			Period Ended September 30, 2012			Year Ended March 31, 2012
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income (loss)	$	30,402		$	(449,570	)	$	1,462,369		$	2,298,446
Net realized gain (loss) on investment transactions		461,849			25,379,781			(542,207	)		33,842,641
Change in unrealized appreciation (depreciation)
on investments		(2,542,729	)		(12,286,197	)		869,981			(28,443,449	)
Net increase (decrease) in net assets resulting
from operations		(2,050,478	)		12,644,014		$	1,790,143			7,697,638
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		13,509,607			31,939,165			16,808,020			41,284,965
Shares issued to holders in reinvestment of dividends		—			—			—			559,662
Shares redeemed		(8,808,519	)		(3,895,350	)		(12,295,538	)		(5,173,389	)
Net increase		4,701,088			28,043,815			4,512,482			36,671,238
Service Shares
Shares sold		7,686,062			112,113,323			7,851,429			114,824,850
Shares issued to holders in reinvestment of dividends		—			—			—			1,676,458
Shares redeemed		(32,212,811	)		(163,945,672	)		(31,955,545	)		(155,967,475	)
Net decrease		(24,526,749	)		(51,832,349	)		(24,104,116	)		(39,466,167	)
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS:
Net investment income – Institutional Shares		—			—			—			(559,662	)
Net investment income – Service Shares		—			—			—			(1,676,610	)
Total dividends and distributions		—			—			—			(2,236,272	)
INCREASE (DECREASE) IN NET ASSETS		(21,876,139	)		(11,144,520	)		(17,801,491	)		2,666,437
NET ASSETS:
Beginning of year		199,984,668			211,129,188			202,798,778			200,132,341
End of year (including undistributed net investment
income (loss) of $(40,620), $(71,022), $2,023,672
and $561,303, respectively)	$	178,108,529		$	199,984,668		$	184,997,287		$	202,798,778
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		1,326,427			3,362,999			2,079,099			5,351,797
Shares issued to holders in reinvestment of dividends		—			—			—			74,821
Shares redeemed		(854,768	)		(428,892	)		(1,502,636	)		(694,851	)
Net increase		471,659			2,934,107			576,463			4,731,767
Service Shares
Shares sold		757,872			11,684,957			957,975			14,492,557
Shares issued to holders in reinvestment of dividends		—			—			—			221,754
Shares redeemed		(3,211,070	)		(16,938,911	)		(3,941,476	)		(19,524,651	)
Net decrease		(2,453,198	)		(5,253,954	)		(2,983,501	)		(4,810,340	)

See notes to financial statements.

116

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Small/Mid Cap Core Fund						World ex-US Fund
	Period Ended September 30, 2012			Year Ended March 31, 2012			Period Ended September 30, 2012			Year Ended March 31, 2012
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income (loss)	$	103,527		$	(371,574	)	$	2,496,412		$	2,645,204
Net realized gain (loss) on investment transactions		346,117			3,417,901			(8,107,281	)		(789,893	)
Change in unrealized appreciation (depreciation)
on investments		127,131			(3,661,311	)		7,257,733			(23,504,431	)
Net increase (decrease) in net assets resulting
from operations		576,775			(614,984	)	$	1,646,864			(21,649,120	)
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		15,069,678			35,637,119			36,793,409			47,752,548
Shares issued to holders in reinvestment of dividends		—			—			—			536,257
Shares redeemed		(11,209,383	)		(7,995,819	)		(9,951,265	)		(8,429,463	)
Net increase		3,860,295			27,641,300			26,842,144			39,859,342
Service Shares
Shares sold		2,328,542			55,798,047			49,327,588			54,279,153
Shares issued to holders in reinvestment of dividends		—			—			—			2,278,571
Shares redeemed		(7,477,447	)		(47,522,395	)		(34,182,839	)		(115,730,785	)
Net increase (decrease)		(5,148,905	)		8,275,652			15,144,749			(59,173,061	)
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS:
Net investment income – Institutional Shares		—			—			—			(536,257	)
Net investment income – Service Shares		—			—			—			(2,279,735	)
Total dividends and distributions		—			—			—			(2,815,992	)
INCREASE (DECREASE) IN NET ASSETS		(711,835	)		35,301,968			43,633,757			(43,778,831	)
NET ASSETS:
Beginning of year		78,050,757			42,748,789			225,923,238			269,702,069
End of year (including undistributed net investment
income (loss) of $68,865, $(34,662), $4,512,313
and $2,015,901, respectively)	$	77,338,922		$	78,050,757		$	269,556,995		$	225,923,238
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		1,343,207			3,418,942			5,119,414			6,489,227
Shares issued to holders in reinvestment of dividends		—			—			—			81,251
Shares redeemed		(983,119	)		(814,996	)		(1,390,975	)		(1,169,799	)
Net increase		360,088			2,603,946			3,728,439			5,400,679
Service Shares
Shares sold		208,655			4,905,502			7,239,938			7,284,429
Shares issued to holders in reinvestment of dividends		—			—			—			344,195
Shares redeemed		(673,194	)		(4,419,198	)		(4,816,056	)		(15,197,691	)
Net increase (decrease)		(464,539	)		486,304			2,423,882			(7,569,067	)

See notes to financial statements.

117

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Opportunistic Equity Fund						Global Real Return Fund
	Period Ended September 30, 2012			Year Ended Ended March 31, 2012			Period Ended September 30, 2012			Year Ended Ended March 31, 2012
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income (loss)	$	229,307		$	(122,977	)	$	372,566		$	974,947
Net realized loss on investment transactions		(793,438	)		(12,577,311	)		(2,010,635	)		(4,165,500	)
Change in unrealized appreciation (depreciation)
on investments		(1,028,318	)		10,647,956			2,354,642			(5,019,398	)
Net increase (decrease) in net assets resulting
from operations		(1,592,449	)		(2,052,332	)		716,573			(8,209,951	)
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		20,031,006			52,372,060			5,627,680			10,727,543
Shares issued to holders in reinvestment of dividends		—			—			—			134,132
Shares redeemed		(12,640,760	)		(9,512,689	)		(2,302,269	)		(458,265	)
Net increase		7,390,246			42,859,371			3,325,411			10,403,410
Service Shares
Shares sold		3,737,761			182,674,884			4,810,365			169,097,947
Shares issued to holders in reinvestment of dividends		—			—			—			1,004,029
Shares redeemed		(26,231,942	)		(63,026,524	)		(15,279,408	)		(57,155,937	)
Net increase (decrease)		(22,494,181	)		119,648,360			(10,469,043	)		112,946,039
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS:
Net investment income – Institutional Shares		—			—			—			(126,411	)
Net investment income – Service Shares		—			—			—			(946,234	)
Return of capital – Institutional Shares		—			—			—			(7,721	)
Return of capital – Service Shares		—			—			—			(57,795	)
Total dividends and distributions		—			—			—			(1,138,161	)
INCREASE (DECREASE) IN NET ASSETS		(16,696,384	)		160,455,399			(6,427,059	)		114,001,337
NET ASSETS:
Beginning of year		160,455,399			0			114,003,337			2,000
End of year (including undistributed net investment
income (loss) of $229,307, $0, $319,639 and
$(52,927), respectively)	$	143,759,015		$	160,455,399		$	107,576,278		$	114,003,337
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		2,137,212			5,777,090			621,828			1,149,354
Shares issued to holders in reinvestment of dividends		—			—			—			15,418
Shares redeemed		(1,358,377	)		(1,109,784	)		(255,706	)		(50,346	)
Net increase		778,835			4,667,306			366,122			1,114,426
Service Shares
Shares sold		399,554			18,575,216			528,074			16,979,915
Shares issued to holders in reinvestment of dividends		—			—			—			114,746
Shares redeemed		(2,863,329	)		(6,986,890	)		(1,685,008	)		(6,075,142	)
Net increase (decrease)		(2,463,775	)		11,588,326			(1,156,934	)		11,019,519

See notes to financial statements.

118

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Core Fixed Income Fund						Tax-Exempt Fixed Income Fund
	Period Ended September 30, 2012			Year Ended March 31, 2012			Period Ended September 30, 2012			Year Ended March 31, 2012
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income	$	2,851,121		$	7,479,078		$	1,178,099		$	2,972,685
Net realized gain on investment transactions		6,691,446			11,539,240			701,501			1,394,371
Change in unrealized appreciation on investments		8,972,859			6,673,590			1,454,085			5,756,168
Net increase in net assets resulting from operations		18,515,426			25,691,908			3,333,685			10,123,224
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		82,081,318			68,940,739			—			—
Shares issued to holders in reinvestment of dividends		710,037			584,438			—			—
Shares redeemed		(15,460,047	)		(38,116,152	)		—			—
Net increase		67,331,308			31,409,025			—			—
Service Shares
Shares sold		85,034,684			229,985,171			9,199,312			24,438,594
Shares issued to holders in reinvestment of dividends		2,886,231			7,246,292			1,174,097			2,989,714
Shares redeemed		(224,083,845	)		(401,161,022	)		(11,758,965	)		(123,481,858	)
Net decrease		(136,162,930	)		(163,929,559	)		(1,385,556	)		(96,053,550	)
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS:
Net investment income – Institutional Shares		(710,037	)		(584,438	)		—			—
Net investment income – Service Shares		(2,886,344	)		(7,246,797	)		(1,174,650	)		(2,990,928	)
Total dividends and distributions		(3,596,381	)		(7,831,235	)		(1,174,650	)		(2,990,928	)
INCREASE (DECREASE) IN NET ASSETS		(53,912,577	)		(114,659,861	)		773,479			(88,921,254	)
NET ASSETS:
Beginning of year		467,281,101			581,940,962			81,408,890			170,330,144
End of year (including undistributed net investment
income of $175,001, $920,261, $69,909 and
$66,460, respectively)	$	413,368,524		$	467,281,101		$	82,182,369		$	81,408,890
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		8,182,491			7,100,674			—			—
Shares issued to holders in reinvestment of dividends		71,184			59,987			—			—
Shares redeemed		(1,543,831	)		(3,884,464	)		—			—
Net increase		6,709,844			3,276,197			—			—
Service Shares
Shares sold		8,543,970			23,714,369			786,197			2,176,388
Shares issued to holders in reinvestment of dividends		289,681			746,764			100,747			266,512
Shares redeemed		(22,308,717	)		(42,102,151	)		(1,005,473	)		(11,311,366	)
Net decrease		(13,475,066	)		(17,641,018	)		(118,529	)		(8,868,466	)

See notes to financial statements.

119

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Opportunistic Fixed Income Fund						Strategic Asset Allocation Fund
	Period Ended September 30, 2012			Year Ended Ended March 31, 2012			Period Ended September 30, 2012			April 29, 20111 Ended March 31, 2012
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income	$	4,639,004		$	8,223,478		$	255,659		$	791,099
Net realized gain (loss) on investment transactions		1,956,294			(5,030,191	)		(946,647	)		(1,102,775	)
Change in unrealized appreciation (depreciation)
on investments		5,474,626			(2,198,514	)		2,986,483			9,428,473
Net increase in net assets resulting from operations		12,069,924			994,773			2,295,495			9,116,797
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		75,698,832			64,598,842			275,508			—
Shares issued to holders in reinvestment of dividends		1,557,264			1,095,080			—			—
Shares redeemed		(17,916,612	)		(27,299,114	)		—			—
Net increase		59,339,484			38,394,808			275,508			—
Service Shares
Shares sold		34,457,501			307,026,836			77,393,185			147,611,371
Shares issued to holders in reinvestment of dividends		2,979,597			6,865,088			—			1,067,171
Shares redeemed		(92,630,104	)		(102,815,560	)		(28,406,804	)		(12,102,934	)
Net increase (decrease)		(55,193,006	)		211,076,364			48,986,381			136,575,608
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS:
Net investment income – Institutional Shares		(1,557,264	)		(1,095,080	)		—			—
Net investment income – Service Shares		(2,979,597	)		(6,865,088	)		—			(1,058,402	)
Return of capital – Service Shares		—			—			—			(8,769	)
Total dividends and distributions		(4,536,861	)		(7,960,168	)		—			(1,067,171	)
INCREASE IN NET ASSETS		11,679,541			242,505,777			51,557,384			144,625,234
NET ASSETS:
Beginning of year		242,507,777			2,000			144,649,234			24,000
End of year (including undistributed net investment
income (loss) of $(1,601,209), $(1,703,352),
$30,386 and $(225,273), respectively)	$	254,187,318		$	242,507,777		$	196,206,618		$	144,649,234
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		7,723,303			6,736,982			28,609			—
Shares issued to holders in reinvestment of dividends		158,802			115,534			—			—
Shares redeemed		(1,844,560	)		(2,895,278	)		—			—
Net increase		6,037,545			3,957,238			28,609			—
Service Shares
Shares sold		3,553,280			30,996,452			8,530,867			16,559,127
Shares issued to holders in reinvestment of dividends		306,766			721,132			—			126,143
Shares redeemed		(9,444,171	)		(10,686,604	)		(3,127,139	)		(1,394,712	)
Net increase (decrease)		(5,584,125	)		21,030,980			5,403,728			15,290,558
1 Date of inception.

See notes to financial statements.

120

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Tactical Constrained Asset Allocation Fund						Tactical Unconstrained Asset Allocation Fund
	Period Ended September 30, 2012			April 29, 20111 Ended March 31, 2012			Period Ended September 30, 2012			April 29, 20111 Ended March 31, 2012
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income	$	345,751		$	935,052		$	653,446		$	846,897
Net realized loss on investment transactions		(371,452	)		(1,442,718	)		(48,996	)		(4,037,929	)
Change in unrealized appreciation on investments		3,254,111			8,925,206			3,869,917			11,009,636
Net increase in net assets resulting from operations		3,228,410			8,417,540			4,474,367			7,818,604
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		275,554			—			253,702			—
Shares issued to holders in reinvestment of dividends		—			—			—			—
Shares redeemed		—			—			—			—
Net increase		275,554			—			253,702			—
Service Shares
Shares sold		76,370,498			147,249,517			102,812,722			195,854,836
Shares issued to holders in reinvestment of dividends		—			920,562			—			667,199
Shares redeemed		(39,017,070	)		(12,545,943	)		(43,439,970	)		(18,994,002	)
Net increase		37,353,428			135,624,136			59,372,752			177,528,033
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS:
Net investment income – Service Shares		—			(920,562	)		—			(667,199	)
Total dividends and distributions		—			(920,562	)		—			(667,199	)
INCREASE IN NET ASSETS		40,857,392			143,121,114			64,100,821			184,679,438
NET ASSETS:
Beginning of year		143,145,114			24,000			184,703,438			24,000
End of year (including undistributed net investment income of $401,461, $55,710, $874,579 and $221,133, respectively)	$	184,002,506		$	143,145,114		$	248,804,259		$	184,703,438
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		27,611			—			26,021			—
Shares issued to holders in reinvestment of dividends		—			—			—			—
Shares redeemed		—			—			—			—
Net increase		27,611			—			26,021			—
Service Shares
Shares sold		8,071,227			15,938,306			11,016,048			21,367,013
Shares issued to holders in reinvestment of dividends		—			103,318			—			75,732
Shares redeemed		(4,097,861	)		(1,382,825	)		(4,636,280	)		(2,081,801	)
Net increase		3,973,366			14,658,799			6,379,768			19,360,944

¹ Date of inception.

See notes to financial statements.

121

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Absolute Return Asset Allocation Fund						Multi-Asset Income Asset Allocation Fund
	Period Ended September 30, 2012			April 29, 20111 Ended March 31, 2012			August 31, 20121 Ended September 30, 2012
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income	$	2,911,983		$	1,871,070		$	229,617
Net realized loss on investment transactions		(1,647,886	)		(599,718	)		(1,029	)
Change in unrealized appreciation on investments		5,680,989			2,560,783			477,679
Net increase in net assets resulting from operations		6,945,086			3,832,135			706,267
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		159,502			—			—
Shares issued to holders in reinvestment of dividends		—			—			—
Shares redeemed		—			—			—
Net increase		159,502			—			—
Service Shares
Shares sold		225,152,188			259,307,338			51,998,697
Shares issued to holders in reinvestment of dividends		—			1,125,858			—
Shares redeemed		(53,819,977	)		(24,508,776	)		(1,025,878	)
Net increase		171,332,211			235,924,420			50,972,819
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS:
Net investment income – Service Shares		—			(1,125,858	)		—
Total dividends and distributions		—			(1,125,858	)		—
INCREASE IN NET ASSETS		178,436,799			238,630,697			51,679,086
NET ASSETS:
Beginning of year		238,654,697			24,000			0
End of year (including undistributed net investment income of $3,698,415, $786,432, and $229,617, respectively)	$	417,091,496		$	238,654,697		$	51,679,086
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		15,653			—			—
Shares issued to holders in reinvestment of dividends		—			—			—
Shares redeemed		—			—			—
Net increase		15,653			—			—
Service Shares
Shares sold		22,416,732			26,122,395			5,196,377
Shares issued to holders in reinvestment of dividends		—			114,300			—
Shares redeemed		(5,348,108	)		(2,465,204	)		(100,976	)
Net increase		17,068,624			23,771,491			5,095,401

¹ Date of inception.

See notes to financial statements.

122

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Fixed Income Allocation Fund			Altegris® Multi-Strategy Alternative Allocation Fund
	August 31, 20121 Ended September 30, 2012			August 31, 20121 Ended September 30, 2012
	(Unaudited)			(Unaudited)
OPERATIONS:
Net investment income	$	291,903		$	185,119
Net realized gain (loss) on investment transactions		6,989			(1,060	)
Change in unrealized appreciation (depreciation) on investments		506,545			(167,880	)
Net increase in net assets resulting from operations		805,437			16,179
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		114,604			152,248
Shares issued to holders in reinvestment of dividends		—			—
Shares redeemed		—			—
Net increase		114,604			152,248
Service Shares
Shares sold		208,823,024			145,750,507
Shares issued to holders in reinvestment of dividends		—			—
Shares redeemed		(4,944,842	)		(2,853,074	)
Net increase		203,878,182			142,897,433
INCREASE IN NET ASSETS		204,798,223			143,065,860
NET ASSETS:
Beginning of year		0			0
End of year (including undistributed net investment income of $291,903 and $185,119, respectively)	$	204,798,223		$	143,065,860
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		11,449			15,119
Shares issued to holders in reinvestment of dividends		—			—
Shares redeemed		—			—
Net increase		11,449			15,119
Service Shares
Shares sold		20,880,725			14,574,082
Shares issued to holders in reinvestment of dividends		—			—
Shares redeemed		(493,903	)		(284,977	)
Net increase		20,386,822			14,289,105

¹ Date of inception.

See notes to financial statements.

123

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Large Cap Growth Fund
	Institutional
	Period Ended September 30, 2012			April 29, 20111 Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$10.68			$10.32
Income from investment operations:
Net investment income		0.02			0.01
Net realized and unrealized gains (losses) on investments		(0.05	)		0.35
Total from investment operations		(0.03	)		0.36
Net asset value, end of period		$10.65			$10.68
Total return		-0.28	%2		3.49	%2
Supplemental data and ratios:
Net assets, end of period		$36,274,829			$31,330,264
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.92	%3		0.93	%3
After expense reimbursement (recapture) and securities lending credit		0.90	%3		0.92	%3
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.50	%3		0.33	%3
After expense reimbursement (recapture) and securities lending credit		0.52	%3		0.34	%3
Portfolio turnover rate		25.33	%2		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.

124

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Large Cap Growth Fund
	Service
	Period Ended September 30, 2012			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010			Year Ended March 31, 2009			Year Ended March 31, 2008
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		$10.61			$9.99			$8.41			$5.67			$8.81			$9.62
Income from investment operations:
Net investment income (loss)		(0.01	)		(0.03	)		(0.01	)		0.01			—			(0.01	)
Net realized and unrealized gains (losses) on investments		(0.04	)		0.65			1.59			2.75			(3.14	)		(0.30	)
Total from investment operations		(0.05	)		0.62			1.58			2.76			(3.14	)		(0.31	)
Less distributions:
Dividends from net investment income		—			—			—			(0.01	)		—			—
Dividends from net realized gains		—			—			—			—			—	*		(0.50	)
Return of capital		—			—			—			(0.01	)		—			—
Total distributions		—			—			—			(0.02	)		—			(0.50	)
Net asset value, end of period		$10.56			$10.61			$9.99			$8.41			$5.67			$8.81
Total return		-0.47	%1		6.21	%		18.79	%		48.60	%		-35.63	%		-3.88	%
Supplemental data and ratios:
Net assets, end of period		$141,833,700			$168,654,404			$211,129,188			$207,928,223			$203,479,219			$649,307,452
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.52	%2		1.54	%		1.45	%		1.46	%		1.40	%		1.33	%
After expense reimbursement (recapture) and securities lending credit		1.49	%2		1.49	%		1.43	%		1.41	%		1.27	%		1.28	%
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		-0.11	%2		-0.32	%		-0.13	%		0.09	%		-0.15	%		-0.15	%
After expense reimbursement (recapture) and securities lending credit		-0.08	%2		-0.27	%		-0.11	%		0.14	%		-0.02	%		-0.10	%
Portfolio turnover rate		25.33	%1		126.61	%		63.33	%		69.83	%		98.67	%		62.86	%

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.

125

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Large Cap Value Fund
	Institutional
	Period Ended September 30, 2012			April 29, 20111 Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$8.39			$8.54
Income from investment operations:
Net investment income		0.09			0.13
Net realized and unrealized gains (losses) on investments		0.05			(0.09	)
Total from investment operations		0.14			0.04
Less distributions:
Dividends from net investment income		—			(0.19	)
Total distributions		—			(0.19	)
Net asset value, end of period		$8.53			$8.39
Total return		1.67	%2		0.70	%2
Supplemental data and ratios:
Net assets, end of period		$45,300,895			$39,721,680
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.92	%3		0.93	%3
After expense reimbursement (recapture) and securities lending credit		0.91	%3		0.92	%3
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.98	%3		1.89	%3
After expense reimbursement (recapture) and securities lending credit		1.99	%3		1.90	%3
Portfolio turnover rate		7.55	%2		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.

126

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Large Cap Value Fund
	Service
	Period Ended September 30, 2012			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010			Year Ended March 31, 2009			Year Ended March 31, 2008
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		$8.47			$8.32			$7.44			$4.85			$9.85			$12.34
Income from investment operations:
Net investment income		0.07			0.10			0.09			0.10			0.19			0.15
Net realized and unrealized gains (losses) on investments		0.05			0.13			0.88			2.60			(4.99	)		(1.55	)
Total from investment operations		0.12			0.23			0.97			2.70			(4.80	)		(1.40	)
Less distributions:
Dividends from net investment income		—			(0.08	)		(0.09	)		(0.11	)		(0.20	)		(0.14	)
Dividends from net realized gains		—			—			—			—			—	*		(0.95	)
Total distributions		—			(0.08	)		(0.09	)		(0.11	)		(0.20	)		(1.09	)
Net asset value, end of period		$8.59			$8.47			$8.32			$7.44			$4.85			$9.85
Total return		1.42	%1		2.87	%		13.15	%		55.37	%		-48.85	%		-12.23	%
Supplemental data and ratios:
Net assets, end of period		$139,696,392			$163,077,098			$200,132,341			$200,627,939			$180,181,364			$574,388,589
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.49	%2		1.51	%		1.44	%		1.44	%		1.38	%		1.33	%
After expense reimbursement (recapture) and securities lending credit		1.48	%2		1.49	%		1.42	%		1.40	%		1.22	%		1.28	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.39	%2		1.13	%		1.13	%		1.27	%		1.60	%		1.16	%
After expense reimbursement (recapture) and securities lending credit		1.40	%2		1.15	%		1.15	%		1.31	%		1.76	%		1.21	%
Portfolio turnover rate		7.55	%1		95.12	%		16.35	%		26.85	%		58.45	%		40.54	%

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.

127

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Small/Mid Cap Core Fund
	Institutional
	Period Ended September 30, 2012			April 29, 20111 Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$11.56			$11.99
Income from investment operations:
Net investment income		0.03			0.00
Net realized and unrealized gains (losses) on investments		0.06			(0.43	)
Total from investment operations		0.09			(0.43	)
Net asset value, end of period		$11.65			$11.56
Total return		0.78	%2		-3.59	%2
Supplemental data and ratios:
Net assets, end of period		$34,532,776			$30,106,471
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.07	%3		1.22	%3
After expense reimbursement (recapture) and securities lending credit		1.03	%3		1.09	%3
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.56	%3		-0.10	%3
After expense reimbursement (recapture) and securities lending credit		0.60	%3		0.03	%3
Portfolio turnover rate		85.51	%2		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.

128

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Small/Mid Cap Core Fund
	Service
	Period Ended September 30, 2012			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010			Year Ended March 31, 2009			Year Ended March 31, 2008
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 year		$11.50			$11.61			$9.46			$5.69			$9.24			$11.95
Income from investment operations:
Net investment income (loss)		—			(0.09	)		(0.05	)		0.01			0.08			0.08
Net realized and unrealized gains (losses) on investments		0.06			(0.02	)		2.20			3.78			(3.56	)		(2.36	)
Total from investment operations		0.06			(0.11	)		2.15			3.79			(3.48	)		(2.28	)
Less distributions:
Dividends from net investment income		—			—			—			—	*		(0.07	)		(0.08	)
Dividends from net realized gains		—			—			—			—			—			(0.35	)
Return of capital		—			—			—			(0.02	)		—	*		—	*
Total distributions		—			—			—			(0.02	)		(0.07	)		(0.43	)
Net asset value, end of period		$11.56			$11.50			$11.61			$9.46			$5.69			$9.24
Total return		0.52	%1		-0.95	%		22.73	%		66.39	%		-37.59	%		-19.47	%
Supplemental data and ratios:
Net assets, end of period		$42,806,146			$47,944,286			$42,748,789			$42,649,488			$45,179,654			$99,548,384
Ratio of expenses to average net assets
Before expense reimbursement(recapture) and securities lending credit		1.64	%2		1.74	%		1.71	%		1.67	%		1.59	%		1.48	%
After expense reimbursement (recapture) and securities lending credit		1.59	%2		1.59	%		1.59	%		1.59	%		1.28	%		1.40	%
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		-0.06	%2		-0.82	%		-0.66	%		-0.06	%		0.58	%		0.61	%
After expense reimbursement (recapture) and securities lending credit		-0.01	%2		-0.67	%		-0.54	%		0.02	%		0.89	%		0.69	%
Portfolio turnover rate		85.51	%1		245.95	%		44.75	%		52.31	%		65.97	%		127.62	%

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.

129

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	World ex-US Fund
	Institutional
	Period Ended September 30, 2012			April 29, 20111 Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$7.52			$8.75
Income from investment operations:
Net investment income		0.11			0.07
Net realized and unrealized losses on investments		(0.17	)		(1.17	)
Total from investment operations		(0.06	)		(1.10	)
Less distributions:
Dividends from net investment income		—			(0.13	)
Total distributions		—			(0.13	)
Net asset value, end of period		$7.46			$7.52
Total return		-0.80	%2		-12.34	%2
Supplemental data and ratios:
Net assets, end of period		$68,124,588			$40,623,156
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.08	%3		1.08	%3
After expense reimbursement (recapture) and securities lending credit		1.08	%3		1.08	%3
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		2.43	%3		1.13	%3
After expense reimbursement (recapture) and securities lending credit		2.43	%3		1.13	%3
Portfolio turnover rate		35.33	%2		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.

130

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	World ex-US Fund
	Service
	Period Ended September 30, 2012			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010			Year Ended March 31, 2009			Year Ended March 31, 2008
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		$7.54			$8.39			$8.01			$5.80			$11.96			$14.73
Income from investment operations:
Net investment income		0.06			0.12			0.11			0.20			0.25			0.13
Net realized and unrealized gains (losses) on investments		(0.14	)		(0.88	)		0.40			2.22			(6.26	)		(0.44	)
Total from investment operations		(0.08	)		(0.76	)		0.51			2.42			(6.01	)		(0.31	)
Less distributions:
Dividends from net investment income		—			(0.09	)		(0.13	)		(0.21	)		(0.07	)		(0.14	)
Dividends from net realized gains		—			—			—			—			(0.08	)		(2.32	)
Total distributions		—			(0.09	)		(0.13	)		(0.21	)		(0.15	)		(2.46	)
Net asset value, end of period		$7.46			$7.54			$8.39			$8.01			$5.80			$11.96
Total return		-1.06	%1		-8.92	%		6.48	%		41.68	%		-50.42	%		-3.85	%
Supplemental data and ratios:
Net assets, end of period		$201,432,407			$185,300,082			$269,702,069			$269,621,569			$223,339,201			$681,622,030
Ratio of expenses to average net assets Before expense reimbursement (recapture) and securities lending credit		1.66	%2		1.66	%		1.50	%		1.53	%		1.53	%		1.43	%
After expense reimbursement (recapture) and securities lending credit		1.59	%2		1.59	%		1.50	%		1.53	%		1.52	%		1.42	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.83	%2		1.11	%		1.34	%		2.01	%		1.94	%		0.87	%
After expense reimbursement (recapture) and securities lending credit		1.90	%2		1.18	%		1.34	%		2.01	%		1.95	%		0.88	%
Portfolio turnover rate		35.33	%1		164.90	%		47.34	%		65.33	%		144.98	%		119.13	%

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

See notes to financial statements.

131

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Opportunistic Equity Fund
	Institutional						Service
	Period Ended September 30, 2012			April 29, 20111 Through March 31, 2012			Period Ended September 30, 2012			Year Ended March 31, 2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$9.91			$10.21			$9.86			$10.00
Income from investment operations:
Net investment income (loss)		0.03			0.02			0.00			(0.02	)
Net realized and unrealized losses on investments		(0.03	)		(0.32	)		(0.02	)		(0.12	)
Total from investment operations		0.00			(0.30	)		(0.02	)		(0.14	)
Net asset value, end of period		$9.91			$9.91			$9.84			$9.86
Total return		0.00	%2		-2.94	%2		-0.20	%2		-1.40	%
Supplemental data and ratios:
Net assets, end of period		$53,992,396			$46,233,165			$89,766,619			$114,222,234
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.06	%3		1.05	%3		1.63	%3		1.63	%
After expense reimbursement (recapture) and securities lending credit		1.06	%3		1.03	%3		1.60	%3		1.60	%
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.67	%3		0.45	%3		0.08	%3		-0.19	%
After expense reimbursement (recapture) and securities lending credit		0.67	%3		0.47	%3		0.11	%3		-0.16	%
Portfolio turnover rate		24.87	%2		91.59	%		24.87	%2		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.

132

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Global Real Return Fund
	Institutional						Service
	Period Ended September 30, 2012			April 29, 20111 Through March 31, 2012			Period Ended September 30, 2012			Year Ended March 31, 2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$9.35			$10.31			$9.40			$10.00
Income from investment operations:
Net investment income		0.07			0.10			0.03			0.07
Net realized and unrealized gains (losses) on investments		0.05			(0.88	)		0.06			(0.59	)
Total from investment operations		0.12			(0.78	)		0.09			(0.52	)
Less distributions:
Dividends from net investment income		—			(0.17	)		—			(0.08	)
Return of capital		—			(0.01	)		—			—	*
Total distributions		—			(0.18	)		—			(0.08	)
Net asset value, end of period		$9.47			$9.35			$9.49			$9.40
Total return		1.28	%2		-7.48	%2		0.96	%2		-5.09	%
Supplemental data and ratios:
Net assets, end of period		$14,015,160			$10,423,221			$93,561,118			$103,580,116
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.91	%3		0.89	%3		1.49	%3		1.47	%
After expense reimbursement (recapture) and securities lending credit		0.85	%3		0.82	%3		1.43	%3		1.44	%
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.14	%3		1.08	%3		0.57	%3		0.72	%
After expense reimbursement (recapture) and securities lending credit		1.20	%3		1.15	%3		0.63	%3		0.75	%
Portfolio turnover rate		15.50	%2		55.11	%		15.50	%2		55.11	%

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

See notes to financial statements.

133

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Core Fixed Income Fund
	Institutional
	Period Ended September 30, 2012			April 29, 20111 Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$9.77			$9.48
Income from investment operations:
Net investment income (loss)		0.08			0.21
Net realized and unrealized gains on investments		0.32			0.31
Total from investment operations		0.40			0.52
Less distributions:
Dividends from net investment income		(0.11	)		(0.23	)
Total distributions		(0.11	)		(0.23	)
Net asset value, end of period		$10.06			$9.77
Total return		4.07	%2		5.56	%2
Supplemental data and ratios:
Net assets, end of period		$100,479,015			$31,999,581
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.71	%3		0.70	%3
After expense reimbursement (recapture) and securities lending credit		0.71	%3		0.69	%3
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.68	%3		2.14	%3
After expense reimbursement (recapture) and securities lending credit		1.68	%3		2.15	%3
Portfolio turnover rate		170.22	%2		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.

134

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Core Fixed Income Fund
	Service
	Period Ended September 30, 2012			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010			Year Ended March 31, 2009			Year Ended March 31, 2008
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		$9.78			$9.36			$9.10			$7.92			$9.20			$9.27
Income from investment operations:
Net investment income		0.07			0.17			0.21			0.33			0.41			0.41
Net realized and unrealized gains (losses) on investments		0.30			0.42			0.29			1.17			(1.11	)		(0.06	)
Total from investment operations		0.37			0.59			0.50			1.50			(0.70	)		0.35
Less distributions:
Dividends from net investment income		(0.07	)		(0.17	)		(0.24	)		(0.32	)		(0.40	)		(0.41	)
Dividends from net realized gains		—			—			—			—			(0.18	)		(0.01	)
Total distributions		(0.07	)		(0.17	)		(0.24	)		(0.32	)		(0.58	)		(0.42	)
Net asset value, end of period		$10.08			$9.78			$9.36			$9.10			$7.92			$9.20
Total return		3.81	%1		6.35	%		5.58	%		19.21	%		-7.57	%		3.87	%
Supplemental data and ratios:
Net assets, end of period		$312,889,509			$435,281,520			$581,940,962			$547,963,751			$504,451,429			$804,085,918
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.28	%2		1.28	%		1.25	%		1.28	%		1.26	%		1.18	%
After expense reimbursement (recapture) and securities lending credit		1.28	%2		1.26	%		1.24	%		1.25	%		1.18	%		1.13	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.12	%2		1.68	%		2.23	%		3.71	%		4.54	%		4.37	%
After expense reimbursement (recapture) and securities lending credit		1.12	%2		1.70	%		2.24	%		3.74	%		4.62	%		4.42	%
Portfolio turnover rate		170.22	%1		427.36	%		485.40	%		224.89	%		261.77	%		307.52	%

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

See notes to financial statements.

135

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Tax-Exempt Fixed Income Fund
	Service
	Period Ended September 30, 2012			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010			Year Ended March 31, 2009			Year Ended March 31, 2008
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		$11.47			$10.67			$10.94			$10.27			$10.64			$10.92
Income from investment operations:
Net investment income		0.17			0.37			0.36			0.36			0.34			0.31
Net realized and unrealized gains (losses) on investments		0.30			0.80			(0.26	)		0.66			(0.37	)		(0.28	)
Total from investment operations		0.47			1.17			0.10			1.02			(0.03	)		0.03
Less distributions:
Dividends from net investment income		(0.17	)		(0.37	)		(0.37	)		(0.35	)		(0.34	)		(0.31	)
Total distributions		(0.17	)		(0.37	)		(0.37	)		(0.35	)		(0.34	)		(0.31	)
Net asset value, end of period		$11.77			$11.47			$10.67			$10.94			$10.27			$10.64
Total return		4.11	%1		11.10	%		0.89	%		10.06	%		-0.25	%		0.28	%
Supplemental data and ratios:
Net assets, end of period		$82,182,369			$81,408,890			$170,330,144			$195,328,951			$193,579,910			$257,440,133
Ratio of expenses to average net assets
Before expense reimbursement (recapture)		1.35	%2		1.31	%		1.29	%		1.30	%		1.30	%		1.23	%
After expense reimbursement (recapture)		1.29	%2		1.29	%		1.29	%		1.29	%		1.29	%		1.23	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture)		2.81	%2		3.16	%		3.25	%		3.30	%		3.09	%		2.93	%
After expense reimbursement (recapture)		2.87	%2		3.18	%		3.25	%		3.31	%		3.10	%		2.93	%
Portfolio turnover rate		12.48	%1		38.80	%		38.01	%		57.44	%		44.37	%		66.26	%

1	Not annualized.
2	Annualized.

See notes to financial statements.

136

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Opportunistic Fixed Income Fund
	Institutional						Service
	Period Ended September 30, 2012			April 29, 20111 Through March 31, 2012			Period Ended September 30, 2012			Year Ended March 31, 2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$9.70			$10.07			$9.70			$10.00
Income from investment operations:
Net investment income (loss)		0.20			0.35			0.17			0.34
Net realized and unrealized gains (losses) on investments		0.29			(0.34	)		0.28			(0.31	)
Total from investment operations		0.49			0.01			0.45			0.03
Less distributions:
Dividends from net investment income		(0.20	)		(0.38	)		(0.16	)		(0.33	)
Total distributions		(0.20	)		(0.38	)		(0.16	)		(0.33	)
Net asset value, end of period		$9.99			$9.70			$9.99			$9.70
Total return		4.86	%2		0.29	%2		4.51	%2		0.56	%
Supplemental data and ratios:
Net assets, end of period		$99,807,566			$38,403,168			$154,379,752			$204,104,609
Ratio of expenses to average net assets
Before expense reimbursement (recapture)		1.02	%3		1.13	%3		1.60	%3		1.63	%
After expense reimbursement (recapture)		1.05	%3		1.05	%3		1.55	%3		1.55	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture)		3.95	%3		4.20	%3		3.47	%3		3.49	%
After expense reimbursement (recapture)		3.92	%3		4.28	%3		3.52	%3		3.57	%
Portfolio turnover rate		68.84	%2		86.54	%		68.84	%2		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.

137

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Strategic Asset Allocation Fund									Tactical Constrained Asset Allocation Fund
	Institutional			Service						Institutional			Service
	September 13, 20121 Through September 30, 2012			Period Ended September 30, 2012			April 29, 20111 Through March 31, 2012			September 13, 20121 Through March 31, 2012			Period Ended September 30, 2012			April 29, 20111 Through September 30, 2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$9.63			$9.46			$10.00			$9.98			$9.76			$10.00
Income from investment operations:
Net investment income		0.04			0.02			0.08			0.03			0.02			0.09
Net realized and unrealized gains (losses) on investments		(0.20	)		(0.01	)		(0.52	)		(0.15	)		0.08			(0.24	)
Total from investment operations		(0.16	)		0.01			(0.44	)		(0.12	)		0.10			(0.15	)
Less distributions:
Dividends from net investment income		—			—			(0.10	)		—			—			(0.09	)
Return of capital		—			—			—*			—			—			—
Total distributions		—			—			(0.10	)		—			—			(0.09	)
Net asset value, end of period		$9.47			$9.47			$9.46			$9.86			$9.86			$9.76
Total return		-1.66	%2		0.11	%2		-4.30	%2		-1.20	%2		1.02	%2		-1.43	%2
Supplemental data and ratios:
Net assets, end of period		$270,859			$195,935,759			$144,649,234			$272,342			$183,730,164			$143,145,114
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.41	%3		1.06	%3		1.29	%3		0.43	%3		1.07	%3		1.25	%3
After expense reimbursement (recapture) and securities lending credit		0.38	%3		1.00	%3		1.00	%3		0.38	%3		1.00	%3		1.00	%3
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		8.00	%3		0.24	%3		1.12	%3		5.35	%3		0.34	%3		1.33	%3
After expense reimbursement (recapture) and securities lending credit		8.03	%3		0.30	%3		1.34	%3		5.40	%3		0.41	%3		1.58	%3
Portfolio turnover rate		6.90	%2		6.90	%2		14.40	%		44.48	%2		44.48	%2		50.86	%

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

See notes to financial statements.

138

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Tactical Unconstrained Asset Allocation Fund									Absolute Return Asset Allocation Fund
	Institutional			Service						Institutional			Service
	September 13, 20121 Through September 30, 2012			Period Ended September 30, 2012			April 29, 20111 Through March 31, 2012			September 13, 20121 Through March 31, 2012			Period Ended September 30, 2012			April 29, 20111 Through September 30, 2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$9.75			$9.54			$10.00			$10.19			$10.04			$10.00
Income from investment operations:
Net investment income		0.03			0.02			0.06			0.02			0.06			0.09
Net realized and unrealized gains (losses) on investments		(0.12	)		0.10			(0.47	)		0.00			0.11			0.01
Total from investment operations		(0.09	)		0.12			(0.41	)		0.02			0.17			0.10
Less distributions:
Dividends from net investment income		—			—			(0.05	)		—			—			(0.06	)
Total distributions		—			—			(0.05	)		—			—			(0.06	)
Net asset value, end of period		$9.66			$9.66			$9.54			$10.21			$10.21			$10.04
Total return		-0.92	%2		1.15	%2		-4.09	%2		0.20	%2		1.69	%2		1.01	%2
Supplemental data and ratios:
Net assets, end of period		$251,251			$248,553,008			$184,703,438			$159,842			$416,931,654			$238,654,697
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.50	%3		1.16	%3		1.32	%3		0.51	%3		1.14	%3		1.28	%3
After expense reimbursement (recapture) and securities lending credit		0.48	%3		1.10	%3		1.10	%3		0.42	%3		1.10	%3		1.10	%3
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		5.94	%3		0.53	%3		0.90	%3		3.97	%3		1.70	%3		1.54	%3
After expense reimbursement (recapture) and securities lending credit		5.96	%3		0.59	%3		1.12	%3		4.06	%3		1.74	%3		1.72	%3
Portfolio turnover rate		122.68	%2		122.68	%2		293.90	%		39.95	%2		39.95	%2		136.33	%

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

See notes to financial statements.

139

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Multi-Asset Income Asset Allocation Fund			Fixed Income Allocation Fund						Altegris® Multi-Strategy Alternative Allocation Fund
	Service			Institutional			Service			Institutional			Service
	August 31, 20121 Through September 30, 2012			September 13, 20121 Through September 30, 2012			August 31, 20121 Through September 30, 2012			September 13, 20121Through` September 30, 2012			August 31, 20121 Through September 30, 2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$10.00			$10.01			$10.00			$10.07			$10.00
Income from investment operations:
Net investment income		0.05			0.02			0.01			0.02			0.01
Net realized and unrealized gains (losses) on investments		0.09			0.02			0.03			(0.09	)		(0.01	)
Total from investment operations		0.14			0.04			0.04			(0.07	)		0.00
Net asset value, end of period		$10.14			$10.05			$10.04			$10.00			$10.00
Total return		1.40	%2		0.40	%2		0.40	%2		-0.70	%2		0.00	%2
Supplemental data and ratios:
Net assets, end of period		$51,679,086			$115,026			$204,683,197			$151,224			$142,914,636
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.30	%3		0.47	%3		1.08	%3		0.37	%3		0.98	%3
After expense reimbursement (recapture) and securities lending credit		1.10	%3		0.47	%3		1.05	%3		0.37	%3		0.98	%3
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		5.27	%3		4.31	%3		1.75	%3		4.05	%3		1.60	%3
After expense reimbursement (recapture) and securities lending credit		5.47	%3		4.31	%3		1.78	%3		4.05	%3		1.60	%3
Portfolio turnover rate		0.10	%2		2.91	%2		2.91	%2		0.04	%2		0.04	%2

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

See notes to financial statements.

140

GuideMark^SM Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited)

September 30, 2012

1.	Organization
		GPS Funds I (formerly, AssetMark Funds) and GPS Funds II (the “Trusts”) are organized as Delaware statutory trusts under Declarations of Trusts 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: GuideMarkSM Large Cap Growth Fund, GuideMarkSM Large Cap Value Fund, GuideMarkSM Small/Mid Cap Core Fund, GuideMarkSM World ex-US Fund, GuideMarkSM Opportunistic Equity Fund, GuideMarkSM Core Fixed Income Fund and GuideMarkSM Tax-Exempt Fixed Income Fund. GPS II is comprised of the following 9 funds: GuideMarkSM Global Real Return Fund, GuideMarkSM Opportunistic Fixed Income Fund, GuidePathSM Strategic Asset Allocation Fund, GuidePathSM Tactical Constrained Asset Allocation Fund, GuidePathSM Tactical Unconstrained Asset Allocation Fund, GuidePathSM Absolute Return Asset Allocation Fund, GuidePathSM Multi-Asset Income Asset Allocation Fund, GuidePathSM Fixed Income Allocation Fund and GuidePathSM Altegris® Multi-Strategy Alternative Asset Allocation Fund (collectively, the “Funds”). All of the Funds, except for the GuideMarkSM Opportunistic Equity Fund, GuideMarkSM Opportunistic Fixed Income Fund, GuidePathSM Multi-Asset Income Asset Allocation Fund, GuidePathSM Fixed Income Allocation Fund, and GuidePathSM Altegris® Multi-Strategy Alternative Asset Allocation Fund, are classified and operate as diversified funds under the 1940 Act. The GuideMarkSM Opportunistic Equity Fund, GuideMarkSM Opportunistic Fixed Income Fund, GuidePathSM Multi-Asset Income Asset Allocation Fund, GuidePathSM Fixed Income Allocation Fund, and GuidePathSM Altegris® Multi-Strategy Alternative Asset Allocation 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 GuideMarkSM Global Real Return Fund, GuideMarkSM Opportunistic Fixed Income Fund,

		GuidePathSM Strategic Asset Allocation Fund, GuidePathSM Tactical Constrained Asset Allocation Fund, GuidePathSM Tactical Unconstrained Asset Allocation Fund and GuidePathSM Absolute Return Asset Allocation Fund were seeded on March 4, 2011 and the prospectus went effective on April 1, 2011. As of April 1, 2011, the GuideMarkSM Opportunistic Equity Fund, GuideMarkSM Global Real Return Fund and GuideMarkSM Opportunistic Fixed Income Fund commenced operations. As of April 29, 2011, the GuidePathSM Strategic Asset Allocation Fund, GuidePathSM Tactical Constrained Asset Allocation Fund, GuidePathSM Tactical Unconstrained Asset Allocation Fund and GuidePathSM Absolute Return Asset Allocation Fund commenced operations. As of August 31, 2012, the GuidePathSM Absolute Return Asset Allocation Fund, GuidePathSM Multi-Asset Income Asset Allocation Fund, GuidePathSM Fixed Income Allocation Fund and GuidePathSM Altegris Multi-Strategy Alternative Asset Allocation Fund commenced operations. Each Fund offers two classes of shares: Service Shares and Institutional Shares.
2.	Significant Accounting Policies
		The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of the financial statements. These policies are in conformity with U.S. generally accepted accounting principals (“GAAP”).
		(a)     Investment Valuation
		Portfolio securities listed on a national or foreign securities exchange, except those listed on NASDAQ, for which market quotations are available are valued at the last quoted sale price on each business day. Portfolio securities traded on NASDAQ are valued at the NASDAQ Official Closing Price (“NOCP”) on each business day. If there is no reported sale on an exchange or NASDAQ, the portfolio security will be valued at the mean between the most recent quoted bid and asked price. Price information on listed securities is taken from the exchange where the security is primarily traded.

141

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2012

	All equity securities that are not traded on a listed exchange are valued at the last sale price in the over-the-counter market. If a non-exchange traded security does not trade on a particular day, then the mean between the last quoted closing bid and asked price will be used. Non-exchange traded ADRs are priced with an evaluated price as determined by the current evaluated pricing procedures of, and provided by, the pricing vendor.
	Fixed income securities that have a maturity of greater than 60 days are generally valued on the basis of evaluations obtained from third party pricing services, which take into account appropriate factors such as institutional sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data. Short term investments having a maturity of less than 60 days are valued at amortized cost.
	Investments in mutual funds are valued at the closing net asset value per share of each mutual fund on the day of valuation.
	Securities for which no market quotations are readily available or when a significant event has occurred between the time of the security’s last close and the time that a Fund next calculates its net asset value will be valued at their fair value as determined by the applicable Fund’s Valuation Committee. Securities for which no market prices are readily available will be valued at their fair value as determined by the Valuation Committee under procedures adopted by the applicable Board of Trustees.
Security Valuation
	The Funds have adopted authoritative 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 in

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 period, 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, collateralized mortgage obligations, corporate bonds, U.S. and foreign government obligations, mortgage-backed securities and municipal bonds; (2) certain common stocks and convertible preferred stocks; and (3) certain over-the-counter derivative instruments, including forward currency contracts.

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.

142

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2012

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 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 investments purchased as securities lending collateral.

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

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, 2012:

GuideMark^SM Large Cap Growth Fund

	Level 1		Level 2		Level 3		Total
Common Stocks	$	178,362,157	$	—	$	—	$	178,362,157
Short Term Investments		55,269		—		—		55,269
Investments Purchased as Securities Lending Collateral		4,057,171		—		792		4,057,963
Total Investments in Securities	$	182,474,597	$	—	$	792	$	182,475,389

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2012.

143

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2012

Level 3 Reconciliation Disclosure

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.

Description	Investments in Securities
Balance as of March 31, 2012	$	792
Change in unrealized appreciation		—
Balance as of September 30, 2012	$	792
Change in unrealized appreciation during the period for Level 3 investments held at September 30, 2012.	$	—

Significant Unobservable Inputs

Significant unobservable valuation inputs developed by the Board of Trustees for material Level 3 investments as of September 30, 2012, are as follows:

Description	Fair Value at 09/30/12	Valuation Techniques	Unobservable Input	Range
Investments Purchased as Securities Lending Collateral	$792	Conservative value assigned pending litigation proceedings	Allocation model of the potential remaining assets to be distributed	$792-$792

GuideMark^SM Large Cap Value Fund

	Level 1		Level 2		Level 3		Total
Common Stocks	$	181,089,495	$	—	$	—	$	181,089,495
Real Estate Investment Trusts		3,320,880		—		—		3,320,880
Short Term Investments		489,683		—		—		489,683
Investments Purchased as Securities Lending Collateral		8,767,517		—		906		8,768,423
Total Investments in Securities	$	193,667,575	$	—	$	906	$	193,668,481

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2012.

144

GuideMark^SM Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2012

Level 3 Reconciliation Disclosure

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.

Description	Investments in Securities
Balance as of March 31, 2012	$	906
Change in unrealized appreciation		—
Balance as of September 30, 2012	$	906
Change in unrealized appreciation during the period for Level 3 investments held at September 30, 2012.	$	—

Significant Unobservable Inputs

Significant unobservable valuation inputs developed by the Board of Trustees for material Level 3 investments as of September 30, 2012, are as follows:

Description	Fair Value at 09/30/12	Valuation Techniques	Unobservable Input	Range
Investments Purchased as Securities Lending Collateral	$906	Conservative value assigned pending litigation proceedings	Allocation model of the potential remaining assets to be distributed	$906-$906

GuideMark^SM Small/Mid Cap Core Fund

	Level 1		Level 2		Level 3		Total
Common Stocks	$	69,443,872	$	—	$	—	$	69,443,872
Real Estate Investment Trusts		5,971,615		—		—		5,971,615
Short Term Investments		1,183,067		—		—		1,183,067
Investments Purchased as Securities Lending Collateral		5,499,887		—		247		5,500,134
Total Investments in Securities	$	82,098,441	$	—	$	247	$	82,098,688

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2012.

145

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2012

Level 3 Reconciliation Disclosure

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.

Description	Investments in Securities
Balance as of March 31, 2012	$	247
Change in unrealized appreciation		—
Balance as of September 30, 2012	$	247
Change in unrealized appreciation during the period for Level 3 investments held at September 30, 2012.	$	—

Significant Unobservable Inputs

Significant unobservable valuation inputs developed by the Board of Trustees for material Level 3 investments as of September 30, 2012, are as follows:

Description	Fair Value at 09/30/12	Valuation Techniques	Unobservable Input	Range
Investments Purchased as Securities Lending Collateral	$247	Conservative value assigned pending litigation proceedings	Allocation model of the potential remaining assets to be distributed	$247-$247

GuideMark^SM World ex-US Fund

		Level 1		Level 2		Level 3		Total
Common Stocks	$	33,392,591	$	220,228,527	$	—	$	253,621,118
Investment Companies		3,656,396		—		—		3,656,396
Preferred Stocks		4,680,363		—		—		4,680,363
Real Estate Investment Trusts		—		1,283,219		—		1,283,219
Short Term Investments		4,372,258		—		—		4,372,258
Investments Purchased as Securities Lending Collateral		1,387,400		—		216		1,387,616
Total Investments in Securities	$	47,489,008	$	221,511,746	$	216	$	269,000,970

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2012.

146

GuideMarkSM Funds
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
September 30, 2012
	Level 3 Reconciliation Disclosure
	Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.

Description	Investments in Securities
Balance as of March 31, 2012	$	216
Change in unrealized depreciation		—
Balance as of September 30, 2012	$	216
Change in unrealized appreciation during the period
for Level 3 investments held at September 30, 2012.	$	—

Significant Unobservable Inputs

Significant unobservable valuation inputs developed by the Board of Trustees for material Level 3 investments as of September 30, 2012, are as follows:

Description	Fair Value at 09/30/12	Valuation Techniques	Unobservable Input	Range
Investments Purchased as Securities Lending Collateral	$216	Conservative value assigned pending litigation proceedings	Allocation model of the potential remaining assets to be distributed	$216-$216

GuideMark^SM Opportunistic Equity Fund

	Level 1		Level 2		Level 3		Total
Common Stocks	$	133,704,039	$	—	$	—	$	133,704,039
Real Estate Investment Trusts		1,737,004		—		—		1,737,004
Short Term Investments		8,618,769		—		—		8,618,769
Investments Purchased as Securities
Lending Collateral		4,281,286		—		—		4,281,286
Total Investments in Securities	$	148,341,098	$	—	$	—	$	148,341,098

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2012.

GuideMark^SM Global Real Return Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	107,473,746	$	—	$	—	$	107,473,746
Short Term Investments		113,963		—		—		113,963
Investments Purchased as Securities
Lending Collateral		27,733,915		—		—		27,733,915
Total Investments in Securities	$	135,321,624	$	—	$	—	$	135,321,624

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2012.

147

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
September 30, 2012
	GuideMarkSM Core Fixed Income Fund

	Level 1		Level 2		Level 3		Total
Fixed Income
Asset Backed Securities	$	—	$	7,818,316	$	—	$	7,818,316
Collateralized Mortgage Obligations		—		14,179,274		—		14,179,274
Corporate Obligations		—		156,064,634		—		156,064,634
Foreign Government Debt Obligations		—		507,665		—		507,665
Mortgage Backed Securities		—		130,280,210		—		130,280,210
Municipal Debt Obligations		—		2,657,387		—		2,657,387
U.S. Government Agency Issues		—		5,167,865		—		5,167,865
U.S. Treasury Obligations		—		82,611,972		—		82,611,972
Total Fixed Income		—		399,287,323		—		399,287,323
Short Term Investments		16,440,043		—		—		16,440,043
Investments Purchased as Securities
Lending Collateral		2,075,367		—		191		2,075,558
Total Investments in Securities	$	18,515,410	$	399,287,323	$	191	$	417,802,924

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2012.

Level 3 Reconciliation Disclosure

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.

Description	Investments in Securities
Balance as of March 31, 2012	$	191
Change in unrealized appreciation		—
Balance as of September 30, 2012	$	191
Change in unrealized appreciation during the period
for Level 3 investments held at September 30, 2012.	$	—

Significant Unobservable Inputs

Significant unobservable valuation inputs developed by the Board of Trustees for material Level 3 investments as of September 30, 2012, are as follows:

Description	Fair Value at 09/30/12	Valuation Techniques	Unobservable Input	Range
Investments Purchased as Securities Lending Collateral	$191	Conservative value assigned pending litigation proceedings	Allocation model of the potential remaining assets to be distributed	$191-$191

148

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
September 30, 2012
	GuideMarkSM Tax-Exempt Fixed Income Fund

	Level 1		Level 2		Level 3		Total
Municipal Obligations	$	—	$	80,871,402	$	—	$	80,871,402
Short Term Investments		1,588,494		—		—		1,588,494
Total Investments in Securities	$	1,588,494	$	80,871,402	$	—	$	82,459,896

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2012.

GuideMark^SM Opportunistic Fixed Income Fund

	Level 1		Level 2			Level 3		Total
Equity
Common Stock	$	3,521,028	$	—		$	—	$	3,521,028
Convertible Preferred Stock		1,104,555		—			—		1,104,555
Preferred Stock		755,504		—			—		755,504
Total Equity		5,381,087		—			—		5,381,087
Fixed Income
Asset Backed Securities		—		1,746,492			—		1,746,492
Bank Loans		—		6,334,175			—		6,334,175
Collateralized Mortgage Obligations		—		33,191,152			—		33,191,152
Convertible Obligations		—		1,968,656			—		1,968,656
Corporate Obligations		—		55,608,583			—		55,608,583
Foreign Government Obligations		—		77,170,849			—		77,170,849
Mortgage Backed Securities		—		45,274,179			—		45,274,179
Total Fixed Income		—		221,294,086			—		221,294,086
Purchased Options		32,186		82,773			—		114,959
Short Term Investments		45,553,161		7,067,895			—		52,621,056
Total Investments in Securities	$	50,966,434	$	228,444,754		$	—	$	279,411,188
Other Financial Instruments*
Forward Currency Contracts	$	—	$	1,307,949		$	—	$	1,307,949
Futures		42,308		—			—		42,308
Options Written		6,776		—			—		6,776
Swaps		—		(404,139	)		—		(404,139	)
Total	$	49,084	$	903,810		$	—	$	952,894

*	Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as forward currency contracts, futures, and swaps. Forward currency contracts, futures and swaps are reflected at the unrealized appreciation (depreciation) on the instrument.
For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2012.

149

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
September 30, 2012
	GuidePathSM Strategic Asset Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	190,755,333	$	—	$	—	$	190,755,333
Short Term Investments		3,851,492		—		—		3,851,492
Investments Purchased as Securities
Lending Collateral		17,068,200		—		—		17,068,200
Total Investments in Securities	$	211,675,025	$	—	$	—	$	211,675,025

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2012.

GuidePath^SM Tactical Constrained Asset Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	179,303,409	$	—	$	—	$	179,303,409
Short Term Investments		3,523,906		—		—		3,523,906
Investments Purchased as Securities
Lending Collateral		3,290,308		—		—		3,290,308
Total Investments in Securities	$	186,117,623	$	—	$	—	$	186,117,623

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2012.

GuidePath^SM Tactical Unconstrained Asset Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	242,261,981	$	—	$	—	$	242,261,981
Short Term Investments		5,277,715		—		—		5,277,715
Investments Purchased as Securities
Lending Collateral		12,556,232		—		—		12,556,232
Total Investments in Securities	$	260,095,928	$	—	$	—	$	260,095,928

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2012.

GuidePath^SM Absolute Return Asset Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	405,450,147	$	—	$	—	$	405,450,147
Short Term Investments		9,102,966		—		—		9,102,966
Investments Purchased as Securities
Lending Collateral		20,028,677		—		—		20,028,677
Total Investments in Securities	$	434,581,790	$	—	$	—	$	434,581,790

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September 30, 2012
	For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2012.
	GuidePathSM Multi-Asset Income Asset Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	50,338,106	$	—	$	—	$	50,338,106
Short Term Investments		1,198,804		—		—		1,198,804
Investments Purchased as Securities
Lending Collateral		10,032,164		—		—		10,032,164
Total Investments in Securities	$	61,569,074	$	—	$	—	$	61,569,074

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2012.

GuidePath^SM Fixed Income Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	198,824,663	$	—	$	—	$	198,824,663
Short Term Investments		4,773,670		—		—		4,773,670
Investments Purchased as Securities
Lending Collateral		14,579,236		—		—		14,579,236
Total Investments in Securities	$	218,177,569	$	—	$	—	$	218,177,569

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2012.

GuidePath^SM Altegris^® Multi-Strategy Alternative Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	139,081,148	$	—	$	—	$	139,081,148
Short Term Investments		3,030,883		—		—		3,030,883
Total Investments in Securities	$	142,112,031	$	—	$	—	$	142,112,031

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2012.

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September 30, 2012

Derivative Instruments and Hedging Activities

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

GuideMark^SM Core Fixed Income Fund

During the period, the Fund used money market and fixed income derivatives including futures for both hedging and investment purposes, primarily duration management and the pursuit of relative value opportunities. Futures contracts used in the Fund during the period included those based on 90-day Eurodollars: short, medium, and long-term U.S. debt, medium and long-term German debt, long-term Australian debt, and long-term debt of the United Kingdom.

In general, the use of derivatives may increase the risk within the Fund. The use of over-the-counter derivatives involves the risk that the counterparty to the contract will fail to make required payments or otherwise comply with the terms of the contract. The results achieved by the use of derivatives in the Fund may not match or fully offset changes in the value of the underlying financial assets being hedged or the investment opportunity the Fund was pursuing, thereby failing to achieve, to an extent, the original purpose for using the derivatives. Certain types of derivatives may create leverage insofar as a Fund may receive returns (or suffer losses) exceeding the initial amounts the Fund committed in connection with the derivatives. The use of derivatives can result in losses or gains to a Fund exceeding the amount the Fund would have experienced in the absence of using derivatives. A relatively small price movement in a derivative may result in an immediate and substantial loss, or gain, to the Fund.

The Fund used futures contracts during the period primarily to manage interest rate risk.

There were no derivatives held at September 30, 2012.

The Effect of Derivative Instruments on the Statement of Operations for the Period Ended September 30, 2012
Amount of Realized Loss on Derivatives Recognized in Income
	Futures
Interest Rate Contracts	$460,104
Total	$460,104
Change in Unrealized Appreciation on Derivatives Recognized in Income
	Futures
Interest Rate Contracts	$198,569
Total	$198,569

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September 30, 2012

GuideMark^SM Opportunistic Fixed Income Fund

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

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

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

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

Balance Sheet — Values of Derivative Instruments as of September 30, 2012

	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Value		Balance Sheet Location	Value
Credit Contracts — Swaps	Appreciation on Swap			Depreciation on Swap
	Agreements	$	147,100	Agreements	$	551,239
Foreign Exchange Contracts — Forward	Appreciation of forward			Depreciation of forward
Currency Contracts	currency contracts		3,080,337	currency contracts		1,772,388
Foreign Exchange Contracts — Options	Investments, at Value		82,773	Options Written, at Value		—
	Variation margin on			Variation margin on
Equity Contracts — Futures*	futures contracts		32,177	futures contracts		—
Equity Contracts — Options	Investments, at Value		32,186	Options Written, at Value		6,776
Interest Rate Contracts - Futures*	Variation margin on			Variation margin on
	futures contracts		28,934	futures contracts		18,803
Total		$	3,403,507		$	2,349,206

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

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September 30, 2012

The Effect of Derivative Instruments on the Statement of Operations for the Period Ended September 30, 2012
Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
	Futures			Forward Currency Contracts			Options Written			Purchased Options			Swaps			Total
Interest Rate Contracts	$	(20,215	)	$	—		$	—		$	—		$	—		$	(20,215	)
Foreign Exchange Contracts		—			3,006,559			144,323			(190,411	)		—			2,960,471
Equity Contracts		(267,153	)		—			21,479			(60,449	)		—			(306,123	)
Credit Contracts		—			—			—			—			(806,318	)		(806,318	)
Total	$	(287,368	)	$	3,006,559		$	165,802		$	(250,860	)	$	(806,318	)	$	1,827,815
Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
	Futures			Forward Currency Contracts			Options Written			Purchased Options			Swaps			Total
Interest Rate Contracts	$	9,252		$	—		$	—		$	—		$	—		$	9,252
Foreign Exchange Contracts		—			(147,808	)		(141,680	)		173,503			—			(115,985	)
Equity Contracts		60,111			—			14,409			(21,218	)		—			53,302
Credit Contracts		—			—			—			—			(353,796	)		(353,796	)
Total	$	69,363		$	(147,808	)	$	(127,271	)	$	152,285		$	(353,796	)	$	(407,227	)

The average monthly market value of purchased and written options during the period ended September 30, 2012 were as follows:

	GuideMarkSM Core Fixed Income Fund		GuideMarkSM Opportunistic Fixed Income Fund
Purchased Options	$	—	$	216,332
Written Options	$	—	$	41,698

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September 30, 2012

The average monthly notional amount of futures, forwards, and swaps during the period ended September 30, 2012 were as follows:

Long Positions	GuideMarkSM Core Fixed Income Fund		GuideMarkSM Opportunistic Fixed Income Fund
Futures	$	36,607,636	$	209,323
Forwards	$	—	$	73,778,266
Swaps	$	—	$	39,982,036

Short Positions	GuideMarkSM Core Fixed Income Fund		GuideMarkSM Opportunistic Fixed Income Fund
Futures	$	22,728,218	$	8,581,808
Forwards	$	—	$	62,513,702

Cross	GuideMarkSM Core Fixed Income Fund		GuideMarkSM Opportunistic Fixed Income Fund
Forwards	$	—	$	28,763,879

Derivative Risks

The risks of using the various types of derivatives in which the Fund 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; 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.

(b)	Subsequent Events Evaluation.
	In preparing these financial statements, the Funds have evaluated events and transactions for potential recognition or disclosure resulting from subsequent events. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments other than the below.
	The Portfolios are subject to claims and suits that arise from time to time in the ordinary course of business (for example, in The Tribune Company Bankruptcy, certain creditors have filed actions against all shareholders of The Tribune Company, which included the GuideMarkSM Large 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 our financial position, our results of operations, or our cash flows, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future.
(c)	Repurchase Agreements
	Each Fund may enter into repurchase agreements with banks and securities dealers. These transactions involve the purchase of securities with

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September 30, 2012

	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 their 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 would be required in the Funds’ financial statements. The Funds’ Federal and state income and Federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.
(e)	Use of Estimates
	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

(f)	Indemnifications
	Under each Trust’s organizational documents, its officers and trustees are indemnified against certain liability arising out of their performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties that provide general indemnifications. The Funds’ maximum exposure under these arrangements are 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 the Trust and enable it legally to do business. The Fund expenses organizational costs as incurred. These expenses were advanced by the Advisor, and the Advisor has agreed to reimburse the Funds for these expenses, subject to potential recovery (see Note 3). Offering costs are accounted for as deferred costs until operations begin. Offering costs include legal fees regarding the preparation of the initial registration statement. Offering costs are then amortized to expense over twelve months on a straight-line basis.
(i)	Security Transactions and Income Recognition Security transactions are accounted for on trade date. Dividend income is recognized on the ex-dividend date, and the interest income recorded using the effective yield method is accrued daily. Realized gains and losses on investment

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September 30, 2012

	transactions are determined using the high cost method. Return of capital distributions received from REIT securities are recorded as an adjustment to the cost of the security and thus may impact unrealized or realized gains or losses on the security. Gains and losses from paydowns on mortgage and asset backed securities are recorded as adjustments to interest income.
(j)	Distributions to shareholders
	The Funds, with the exception of the Core Fixed Income Fund, Tax-Exempt Fixed Income Fund, and Opportunistic Fixed Income Fund, will distribute any net investment income at least annually. The Core Fixed Income Fund, Tax-Exempt Fixed Income Fund, and Opportunistic Fixed Income Fund will distribute any net investment income quarterly. All of the Funds will distribute any net realized long or short-term capital gains at least annually. Distributions to shareholders are recorded on the ex-dividend date. The Funds may also pay a special distribution at the end of the calendar year to comply with Federal tax requirements.
(k)	Derivatives
	Each Fund may invest in derivative securities including call and put options, futures, forward currency contracts and swaps. These instruments may be used by a Fund for hedging purposes as well as direct investment.
	Forward Currency Contracts
	The Funds may enter into forward currency contracts, obligating the Funds to deliver and receive currency at a specified future date. Transactions involving forward currency contracts may serve as long hedges (for example, if a Fund seeks to buy a security denominated in a foreign security, it may purchase a forward currency contract to lock in the U.S. dollar price of the security) or as short hedges (if a Fund anticipates selling a security denominated in a foreign currency, it may sell a forward currency contract to lock in the U.S. dollar equivalent of the anticipated sales proceeds). Forward contracts are valued daily

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

Options

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

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

Futures

Each Fund has the ability to buy and sell stock index futures contracts traded on domestic stock exchanges to hedge the value of its portfolio against changes in market conditions. A stock index futures contract is an agreement between two parties to take or make delivery of an amount of cash equal to a specified dollar amount, times the difference between stock index value at the close of the last trading day of the contract and the price at which the futures contract is originally struck. A stock

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September 30, 2012

index futures contract does not involve the physical delivery of the underlying stocks in the index. Although stock index futures contracts call for the actual taking of delivery of cash, in most cases a Fund expects to liquidate its stock index futures positions through offsetting transactions, which may result in a gain or loss, before cash settlement is required.

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

Futures contracts are valued at the daily quoted settlement prices.

Swaps

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

Swap agreements are valued daily and unrealized appreciation or depreciation is recorded daily as the

	difference between the prior day and current day closing price.
(l)	Securities Purchased or Sold on a Forward-Commitment Basis
	The Funds may enter into when-issued or other purchase or sale transactions that specify forward delivery of a financial security. In connection with this ability, the Funds may enter into mortgage “dollar rolls” in which a Fund sells securities in the current month for delivery and simultaneously contracts with the same counterparty to repurchase similar (same type, coupon and maturity) but not identical securities on a specified future date. The party that is obligated to buy a security in the future will retain the use of their funds, and will benefit from any interest that is earned on those funds from the day that they enter into the forward contract until the day that they take delivery and pay for the security.
(m)	Foreign Currency Translation
	The accounting records of the Funds are maintained in U.S. dollars. Investment securities and all other assets and liabilities of the Funds denominated in a foreign currency are translated into U.S. dollars at current exchange rates. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rate in effect on the dates of the respected transactions. The Funds do not isolate the portion of the fluctuations on investments resulting from changes in foreign currency exchange rates from the fluctuations in market prices of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.
(n)	Restricted and Illiquid Securities
	Each Fund may invest up to 15% of its net assets in securities that are illiquid at the time of purchase, which includes securities with legal or contractual restrictions on their disposition, and securities for which there are no readily available market quotations. The Advisor, with the assistance of the sub-advisors and/or pricing services, will determine the value of such securities in good faith pursuant to

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September 30, 2012

	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 each 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 progress 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 strategies, each Fund has the ability to make short sales. Short sales are transactions where a Fund sells securities it does not own in anticipation of a decline in the value of the securities.
(q)	Trustee Compensation
	Each Trust has its own Board of Trustees. For the services performed as Trustees of GPS Funds I, the Independent Trustees receive a retainer fee of $45,000 per year and $4,500 per in person meeting attended, as well as reimbursement for expenses incurred in connection with attendance at such meetings. The Lead Independent Trustee receives an

		additional retainer fee of $10,000 per year. The Audit Committee Chair receives an additional retainer fee of $5,000 per year. Telephonic meeting fees are determined according to the length of the meeting as follows: $2,000 for one to two hours, $3,000 for two to three hours and $4,000 for three hours or longer. For the services performed as Trustees of GPS Funds II the Independent Trustees receive a retainer fee of $50,000 per year, $2,500 per quarterly meeting attended in person, $2,500 per special meeting attended in person, and $1,000 per special meeting attended telephonically, as well as reimbursement for expenses incurred in connection with attendance at such meetings. The fees are allocated proportionally to each Fund within the Trust based on total assets under management.
		The “interested persons” who serve as Trustees of the Trusts receive no compensation from the Trusts for their services as Trustees. The Funds reimburse the Advisor an allocated amount for the compensation and related expenses of certain officers of the Trusts who provide compliance services to the Funds. The aggregate amount of all such reimbursements is determined by the Trustees. No other compensation or retirement benefits are received by any Trustee or officer from the Funds.
3.	Investment Advisor
	Each Trust has entered into an Investment Advisory Agreement (collectively, the “Agreement”) with Genworth Financial Wealth Management, Inc. (the “Advisor” or “GFWM”), with whom certain officers and trustees of the Trust are affiliated, to furnish investment advisory services to the Fund. 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	%

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September 30, 2012

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 Asset Allocation Fund	0.25	%
Tactical Unconstrained Asset 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® Multi-Strategy Alternative Allocation Fund	0.15	%

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

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

Each Fund and the Advisor have also entered into an Expense Waiver and Reimbursement Agreement under which the Advisor has agreed to waive, through July 31, 2013, 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 Asset Allocation Fund	0.50	%
Tactical Unconstrained Asset 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® Multi-Strategy Alternative Allocation Fund	0.50	%

Any such waiver or reimbursement is subject to later adjustment to allow the Advisor to recoup amounts waived or reimbursed to the extent actual fees and expenses for a fiscal period are less than each Fund’s expense limitation cap, provided, however, that the Advisor shall only be entitled to recoup such amounts for a period of three years after the end of the fiscal year in which the fee or expense was waived or reimbursed. As of September 30, 2012, Large Cap Value Fund, Global Real Return Fund, Core Fixed Income Fund and Altegris^® Multi-Strategy Alternative Allocation Fund have recouped all potential recoverable waivers or reimbursed expenses.

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September 30, 2012

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

	Year of Expiration 03/31/2013		Year of Expiration 03/31/2014		Year of Expiration 03/31/2015		Year of Expiration 03/31/2016
Large Cap Growth		—		—		41,601		13,325
Small/Mid Cap Core Fund		—		25,201		46,007		3,468
World ex-US Fund		—		—		142,535		62,186
Opportunistic Equity Fund		—		—		1,804		13,531
Tax-Exempt Fixed Income Fund		32,625		21,611		26,492		24,002
Opportunistic Fixed Income Fund		—		—		209,491		50,250
Strategic Asset Allocation Fund		—		40,488		109,544		18,644
Tactical Constrained Asset Allocation Fund		—		39,991		129,239		19,628
Tactical Unconstrained Asset Allocation Fund		—		40,488		116,347		43,496
Absolute Return Asset Allocation Fund		—		12,739		169,190		30,344
Multi-Asset Income Asset Allocation Fund		—		—		—		8,345
Fixed Income Allocation Fund		—		—		—		4,731

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.

161

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2012

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 Genworth Financial Wealth Management Program through which the Funds are primarily distributed. The Advisor (and its affiliates) similarly receive portions of such payments for their services provided that facilitate the operation of the program. These financial intermediaries and affiliates of the Trust also receive payments from the Trust outside of the 12b-1 Plan for shareholder services that are unrelated to distribution services. Capital Brokerage Corp., an affiliate of the Advisor, serves as principal underwriter and distributor for the Funds.
5.	Service and Custody Agreements
	The Funds have entered into Service Agreements with U.S. Bancorp Fund Services, LLC (“USBFS”) and a Custody Agreement with U.S. Bank, N.A., an affiliate of USBFS. Under these agreements, USBFS and U.S. Bank, N.A. provide certain transfer agency, administrative, accounting and custody services.
	Additionally, the Opportunistic Fixed Income Fund has entered into a Custody Agreement with the Bank of New York Mellon for certain custody services.

6.	Securities Lending
	The Trusts, on behalf of certain of the Funds, entered into securities lending arrangements with U.S. Bank, N.A. (the “Custodian”). Under the term of the agreement, the Custodian is authorized to loan securities on behalf of the Funds to approved brokers. In exchange, under normal market conditions, the Funds receive cash collateral in the amount of at least 102% of the value of securities loaned. The cash collateral is invested in short term instruments as noted in the Schedule of Investments. Although risk is mitigated by the collateral, the Funds could experience a delay in recovering their securities and possible loss of income or value if the borrower fails to return the borrowed securities. In addition, the Funds bear the risk of loss associated with the investment of cash collateral received. After predetermined rebates to brokers, a percentage of the net securities lending revenue is credited to the Funds to be used as an offset against custody costs and other charges incurred by the Funds. The Custodian is paid a fee for administering a securities lending program for the Funds, equal to the remaining percentage of the net securities lending revenues generated under the agreement.
	As of September 30, 2012, the Funds (excluding the Tax-Exempt Fixed Income Fund, Opportunistic Fixed Income Fund and Altegris Multi-Strategy Alternative Allocation Fund) had loaned securities that were collateralized by cash. The cash collateral received was invested in securities as listed in each Fund’s Schedule of Investments. Income earned from these investments is allocated to each Fund based on each Fund’s portion of total cash collateral received. Securities lending income is disclosed in each Fund’s Statement of Operations as a securities lending offset.

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2012

As of September 30, 2012, the values of securities loaned and collateral received were as follows:

	Value of Securities Loaned		Payable for Collateral on Securities Loaned		Collateral Excess (Deficit) due to (from) Securities Lending Agent			Cost of Securities Purchased as Securities Lending Collateral		Unrealized Depreciation			Value of Securities Purchased as Securities Lending Collateral
Large Cap Growth Fund	$	3,921,228	$	4,069,278	$	8,401		$	4,074,863	$	(16,900	)	$	4,057,963
Large Cap Value Fund		8,489,101		8,793,679		(2,702	)		8,787,760		(19,337	)		8,768,423
Small/Mid Cap Core Fund		5,164,440		5,516,298		(10,025	)		5,505,394		(5,260	)		5,500,134
World ex-US Fund		1,355,236		1,387,400		5,588			1,392,223		(4,607	)		1,387,616
Opportunistic Equity Fund		4,054,250		4,281,286		—			4,281,286		—			4,281,286
Global Real Return Fund		26,813,990		27,733,915		—			27,733,915		—			27,733,915
Core Fixed Income Fund		2,027,394		2,081,560		(1,262	)		2,079,622		(4,064	)		2,075,558
Strategic Asset Allocation Fund		16,275,100		17,068,200		—			17,068,200		—			17,068,200
Tactical Constrained Asset Allocation Fund		3,177,643		3,290,308		—			3,290,308		—			3,290,308
Tactical Unconstrained Asset Allocation Fund		12,060,893		12,556,232		—			12,556,232		—			12,556,232
Absolute Return Asset Allocation Fund		19,517,465		20,028,677		—			20,028,677		—			20,028,677
Multi-Asset Income Asset Allocation Fund		9,744,306		10,032,164		—			10,032,164		—			10,032,164
Fixed Income Allocation Fund		14,236,877		14,579,236		—			14,579,236		—			14,579,236
	$	126,837,923	$	131,418,233	$	—		$	131,409,880	$	(50,168	)	$	131,359,712

163

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2012

7.	Investment Transactions
	The aggregate purchases and sales of securities, excluding short-term investments, for the period ended September 30, 2012 are summarized below.

	Purchases		Sales
Large Cap Growth Fund	$	46,063,192	$	63,901,693
Large Cap Value Fund		14,123,587		27,114,522
Small/Mid Cap Core Fund		66,048,367		66,664,309
World ex-US Fund		126,382,848		85,127,043
Opportunistic Equity Fund		34,826,836		45,567,736
Global Real Return Fund		16,706,485		23,146,265
Core Fixed Income Fund*		794,522,082		866,936,805
Tax-Exempt Fixed Income Fund		10,049,134		12,158,085
Opportunistic Fixed Income Fund		152,836,015		137,774,372
Strategic Asset Allocation Fund		59,135,049		11,488,419
Tactical Constrained Asset Allocation Fund		110,159,896		73,316,664
Tactical Unconstrained Asset Allocation Fund		323,615,643		264,876,667
Absolute Return Asset Allocation Fund		297,990,824		129,549,111
Multi-Asset Income Asset Allocation Fund		49,908,972		47,516
Fixed Income Allocation Fund		203,998,055		5,686,926
Altegris® Multi-Strategy Alternative Allocation Fund		139,303,582		53,924

* Included in these amounts were $163,035,574 of purchases and $208,328,478 of sales of U.S. Government Securities.

8.	Option Contracts Written
	The premium amount and number of option contracts written during the period ended September 30, 2012 in the Opportunistic Fixed Income Fund, were as follows:

	Amount of Premiums			Number of Contracts			Notional Amount
Outstanding at 3/31/12	$	218,467			1,600			5,600,000
Options written		25,276			484			—
Options expired		—			—			—
Options exercised		—			—			—
Options closed		(222,999	)		(1,842	)		(5,600,000	)
Outstanding at 9/30/12	$	20,744			242			—

9.	Other Tax Information
	The Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted on December 22, 2010. The Act modified several tax rules impacting the Funds. In general, the provisions of the Act are effective for the Funds’ fiscal year ending March 31, 2012. Although the Act provides several benefits, including the unlimited carryover of future capital losses, there may be a greater likelihood that all or a portion of each fund’s pre-enactment capital loss carryovers may expire without being utilized due to the fact that post-enactment capital losses get utilized before pre-enactment capital loss carryovers.
	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.

164

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2012

These differences are primarily due to net operating losses, foreign currency and nondeductible stock issuance costs. 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	$	377,419		$	(436	)	$	(376,983	)
Large Cap Value Fund		54			(54	)		—
Small/Mid Cap Core Fund		282,799			(282,666	)		(133	)
World ex-US Fund		(603,955	)		603,955			—
Opportunistic Equity Fund		122,977			50,321			(173,298	)
Global Real Return Fund		110,287			—			(110,287	)
Core Fixed Income Fund		551,069			(551,069	)		—
Tax-Exempt Fixed Income Fund		—			—			—
Opportunistic Fixed Income Fund		(1,966,662	)		2,008,376			(41,714	)
Strategic Asset Allocation Fund		50,799			(810	)		(49,989	)
Tactical Constrained Asset Allocation Fund		41,220			—			(41,220	)
Tactical Unconstrained Asset Allocation Fund		41,435			334			(41,769	)
Absolute Return Asset Allocation Fund		41,220			—			(41,220	)

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

	Capital losses expiring:
									Indefinite
	3/31/16		3/31/17		3/31/18		3/31/19		Short Term		Long Term
Large Cap Growth Fund	$	—	$	7,713,666	$	59,171,144	$	—	$	—	$	—
Large Cap Value Fund		—		24,185,255		146,948,668		—		—		—
Small/Mid Cap Core Fund		—		15,554,992		12,866,943		—		—		—
World ex-US Fund		—		63,053,726		139,582,037		—		—		—
Opportunistic Equity Fund		—		—		—		—		10,122,916		—
Global Real Return Fund		—		—		—		—		1,370,744		—
Core Fixed Income Fund		—		—		1,028,334		—		870,945		514,683
Tax-Exempt Fixed Income Fund		640,702		3,325,230		2,354,785		—		—		—
Opportunistic Fixed Income Fund		—		—		—		—		978,032		639,974
Strategic Asset Allocation Fund		—		—		—		—		—		—
Tactical Constrained Asset Allocation Fund		—		—		—		—		—		—
Tactical Unconstrained Asset Allocation Fund		—		—		—		—		649,769		—
Absolute Return Asset Allocation Fund		—		—		—		—		—		—

165

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2012

Additionally, at March 31, 2012, the Funds deferred on a tax basis post-October losses as follows:

	Ordinary Late Year Loss*		Capital Loss
Large Cap Growth Fund	$	71,022	$	4,708,286
Large Cap Value Fund		—		365,180
Small/Mid Cap Core Fund		—		—
World ex-US Fund		—		11,164,793
Opportunistic Equity Fund		—		949,795
Global Real Return Fund		181,548		3,047,910
Core Fixed Income Fund		—		—
Tax-Exempt Fixed Income Fund		—		—
Opportunistic Fixed Income Fund		—		1,387,898
Strategic Asset Allocation Fund		191,954		—
Tactical Constrained Asset Allocation Fund		—		24,118
Tactical Unconstrained Asset Allocation Fund		—		842,306
Absolute Return Asset Allocation Fund		—		—

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 31, and the ordinary losses attributable to the portion of the taxable year after December 31, over the sum of the specified gains attributable to the portion of the taxable year after October 31, and other ordinary income attributable to the portion of the taxable year after December 31.

The tax components of distributions paid during the fiscal years ended March 31, 2012 and March 31, 2011 are as follows:

	Year Ended March 31, 2012
	Ordinary Income Distributions		Long-Term Capital Gain Distributions		Return of Capital
Large Cap Growth Fund	$	—	$	—	$	—
Large Cap Value Fund		2,236,272		—		—
Small/Mid Cap Core Fund		—		—		—
World ex-US Fund		2,815,992		—		—
Opportunistic Equity Fund		—		—		—
Global Real Return Fund		1,072,645		—		65,516
Core Fixed Income Fund		7,831,235		—		—
Tax-Exempt Fixed Income Fund*		2,990,928		—		—
Opportunistic Fixed Income Fund		7,960,168		—		—
Strategic Asset Allocation Fund		1,058,402		—		8,769
Tactical Constrained Asset Allocation Fund		920,562		—		—
Tactical Unconstrained Asset Allocation Fund		667,199		—		—
Absolute Return Asset Allocation Fund		1,125,858		—		—
* Contains $2,931,871 of tax-exempt income for year ended 3/31/2012.

166

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2012

	Year Ended March 31, 2011
	Ordinary Income Distributions		Long-Term Capital Gain Distributions		Return of Capital
Large Cap Growth Fund	$	—	$	—	$	—
Large Cap Value Fund		2,264,115		—		—
Small/Mid Cap Core Fund		—		—		—
World ex-US Fund		4,263,692		—		—
Core Fixed Income Fund		14,829,215		—		—
Tax-Exempt Fixed Income Fund*		6,259,146		—		—
* Contains $6,135,871 of tax-exempt income for year ended 3/31/2011.
At March 31, 2012, 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		159,825,136			189,271,938			75,783,993			224,078,025			154,095,703			141,951,967
Gross Unrealized Appreciation		49,347,598			32,255,021			9,612,530			17,753,158			16,085,885			3,404,093
Gross Unrealized Depreciation		(5,921,970	)		(9,655,304	)		(3,002,534	)		(17,071,973	)		(6,892,208	)		(8,003,602	)
Net Unrealized Appreciation		43,425,628			22,599,717			6,609,996			681,185			9,193,677			(4,599,509	)
Undistributed Tax-Exempt Ordinary Income		—			—			—			—			—			—
Undistributed Ordinary Income		—			561,303			83,776			2,085,558			—			—
Undistributed Long-Term Cap Gains		—			—			—			—			—			—
Total Distributable Earnings		—			561,303			83,776			2,085,558			—			—
Other Accumulated Losses		(71,664,118	)		(171,499,103	)		(28,421,935	)		(213,834,652	)		(11,072,711	)		(4,638,316	)
Total Accumulated Losses		(28,238,490	)		(148,338,083	)		(21,728,163	)		(211,067,909	)		(1,879,034	)		(9,237,825	)

167

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2012

	Core Fixed Income Fund			Tax-Exempt Fixed Income Fund			Opportunistic Fixed Income Fund			Strategic Asset Allocation Fund			Tactical Constrained Asset Allocation Fund			Tactical Unconstrained Asset Allocation Fund			Absolute Return Asset Allocation Fund
Cost of Investments		463,640,765			74,885,071			238,598,241			138,145,020			145,104,211			179,656,234			258,103,315
Gross Unrealized
Appreciation		14,257,152			6,530,510			4,227,821			10,611,136			9,260,191			11,276,250			3,450,047
Gross Unrealized
Depreciation		(6,857,309	)		(47,438	)		(7,976,844	)		(2,286,248	)		(1,812,696	)		(2,812,134	)		(1,788,123	)
Net Unrealized
Appreciation		7,399,843			6,483,072			(3,749,023	)		8,324,888			7,447,495			8,464,116			1,661,924
Undistributed
Tax-Exempt
Ordinary Income		—			40,602			—			—			—			—			—
Undistributed
Ordinary Income		920,490			25,858			150,544			—			148,140			254,452			1,037,242
Undistributed
Long-Term
Cap Gains		—			—			—			—			—			—			81,650
Total Distributable
Earnings		920,490			66,460			150,544			—			148,140			254,452			1,118,892
Other Accumulated
Losses		(2,417,307	)		(6,320,717	)		(3,325,202	)		(225,273	)		(57,437	)		(1,525,394	)		(33,319	)
Total Accumulated
Losses		5,903,026			228,815			(6,923,681	)		8,099,615			7,538,198			7,193,174			2,747,497

Additional Information
1.	Shareholder Notification of Federal Tax Status (Unaudited)
	The Large Cap Value Fund, World ex-US Fund, Global Real Return Fund, Core Fixed Income Fund, Tax-Exempt Fixed Income Fund, Opportunistic Fixed Income Fund, Strategic Asset Allocation Fund, Tactical Constrained Asset Allocation Fund, Tactical Unconstrained Asset Allocation Fund and Absolute Return Asset Allocation Fund designated 100.00%, 0.00%,100.00%, 0.37%, 0.00%, 2.09%, 38.96%, 56.04%, 54.86% and 15.91%, respectively, of dividends during the fiscal year ended March 31, 2012 as dividends qualifying for the dividends received deduction available to corporate shareholders.
	The Large Cap Value Fund, World ex-US Fund, Global Real Return Fund, Core Fixed Income Fund, Tax-Exempt Fixed Income Fund, Opportunistic Fixed Income Fund, Strategic Asset Allocation Fund, Tactical Constrained Asset Allocation Fund, Tactical Unconstrained Asset Allocation Fund and Absolute Return Asset Allocation Fund designated 100.00%, 100.00%, 100.00%, 0.37%, 0.00%, 3.74%, 100.00%, 100.00%, 73.85% and 17.22%, respectively, of dividends declared from net investment income during the fiscal year ended March 31, 2012 as qualified income under the Jobs and Growth Tax Relief Reconciliation Act of 2003.

168

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2012

2.	Foreign Tax Credit Pass Through (Unaudited)
	Pursuant to Section 853 of the Internal Revenue Code, the GuideMarkSM World ex-US Fund and GuideMarkSM Opportunistic Fixed Income Fund designate the following amounts as foreign taxes paid for the year ended March 31, 2012. Foreign taxes paid for purposes of Section 853 may be less than actual foreign taxes paid for financial statement purposes.

	Creditable Foreign Taxes Paid	Per Share Amount	Portion of Ordinary Income Distribution Derived from Foreign Sourced Income*
GuideMarkSM World ex-US Fund	$501,682	$0.0167	99.94%
GuideMarkSM Opportunistic
Fixed Income Fund	$129,311	$0.0052	59.72%

*	None of the Funds listed above derived 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.

169

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2012

3. Disclosure Regarding Fund Trustees and Officers (Unaudited)

Name, Addressand Year of Birth	Position(s) Held with the Trust	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
Independent Trustees
William J. Klipp Year of Birth: 1955 c/o Genworth Financial    Wealth Management, Inc. 2300 Contra Costa    Boulevard Ste 600 Pleasant Hill, CA    94523-3967	Lead Independent Trustee	Indefinite Term since January 2001. Lead Independent Trustee since May 2007.	Retired (1990-present). Formerly, President and Chief Operating Officer, Charles Schwab Investment Management, Inc. and Executive Vice President, Schwab Funds (1993-1999).	7	Trustee, Adelante Real Estate Fund (2000 to 2010).
R. Thomas DeBerry Year of Birth: 1941 c/o Genworth Financial    Wealth Management, Inc. 2300 Contra Costa    Boulevard Ste 600 Pleasant Hill, CA    94523-3967	Independent Trustee	Indefinite Term since January 2001.	Retired; President, DeBerry Consulting (a securities consulting firm) (1988 to present).	7	None
Dennis G. Schmal Year of Birth: 1947 c/o Genworth Financial    Wealth Management, Inc. 2300 Contra Costa    Boulevard Ste 600 Pleasant Hill, CA    94523-3967	Independent Trustee	Indefinite Term since July 2007.	Self-employed consultant (1999-present); formerly, Partner, Arthur Andersen LLP (audit services) (1972-1999).	7	Director, Sitoa Global Inc. (2011 to present); Director, Wells Fargo ASGI Hedge Funds (closed-end hedge funds) (2008 to present); Director/ Chairman, Pacific Metrics Corp. (educational services) (2005 to present); Director, Merriman Holdings, Inc. (financial services) (2003 to present); Director, Grail Advisers ETF Trust (2009 to 2011); Director, Varian Semi-conductor Equipment Associates, Inc. (2004 to 2011); Director, North Bay Bancorp (2006 to 2007).

170

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2012

Name, Addressand Year of Birth	Position(s) Held with the Trust	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
Ronald Cordes* Year of Birth: 1959 Genworth Financial    Wealth Management, Inc. 2300 Contra Costa    Boulevard Ste 600 Pleasant Hill, CA    94523-3967	Chairman of the Board and Trustee	Indefinite Term since January 2001.	Co-Chairman, Genworth Financial Wealth Management (“GFWM”) (formerly, AssetMark Investment Services) (2006-present); President, GPS Funds I (formerly AssetMark Funds) (2001-2008); Principal, AssetMark Investment Services (1994 to 2008); President, Chairman and Chief Compliance Officer, AssetMark Capital Corporation (1994-2008).	7	Director, Microvest Capital Management, (investment company) (2012 to present); Director, Encore.org (nonprofit organization) (2012 to present); Director, US Global Leadership Coalition (nonprofit organization) (2012 to present); Managing Member, Opportunity Collaboration, LLC (conference convener) (2012 to present); Director, ImpactAssets, (nonprofit organization) (2012 to present); Chairman, FairTrade USA (nonprofit organization) (2010 to present); Vice Chairman, Sarona Frontier General Partner, Inc. (investment fund) (2010 to present); Board of Regents, University of the Pacific (2009 to present); Director, East Bay Community Foundation (2007 to present); Director, ThinkImpact (nonprofit organization) (2010 to 2012); Katalysis Bootstrap Fund (nonprofit organization) (2005 to 2012); Investment Committee Member, Microvest Fund I (investment fund) (2009 to 2011).

171

GuideMark^SM Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2012

Name, Addressand Year of Birth	Position(s) Held with the Trust	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 II
Independent Trustees
David M. Dunford Year of Birth: 1949 c/o Genworth Financial    Wealth Management, Inc. 2300 Contra Costa    Boulevard Ste 600 Pleasant Hill, CA    94523-3967	Independent Trustee	Indefinite Term since 2011.	Retired; formerly, Senior Vice President, Merrill Lynch Insurance Group (1989-2001).	9	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 Genworth Financial    Wealth Management, Inc. 2300 Contra Costa    Boulevard Ste 600 Pleasant Hill, CA    94523-3967	Independent Trustee	Indefinite Term since 2011.	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).	9	Trustee, GVIT (2008-2012); Trustee, Blue Fund Group (2006-2008).
John A. Fibiger Year of Birth: 1932 c/o Genworth Financial    Wealth Management, Inc. 2300 Contra Costa    Boulevard Ste 600 Pleasant Hill, CA    94523-3967	Independent Trustee	Indefinite Term since 2011.	Retired; formerly, Chairman, TransAmerica Life Companies (“TransAmerica”) (insurance company) (1994-1997); President, TransAmerica (1993-1994); Chief Financial Officer, TransAmerica (1990-1993); President, New England Mutual Life Insurance Company (life insurance company) (1981-1989); New England Mutual Life Insurance Company (1974-1980).	10	Director, Members Mutual Holding Co. (2008-present); Trustee, Genworth Financial Asset Management Funds (“GFAM”) (2006- present); Director, Fidelity Life Association (life insurance company) (2006-present); Trustee, GVIT (2008-2012); Member, Executive Committee, Austin Symphony Orchestra Board of Directors; Life Trustee, Museum of Science, Boston, Massachusetts.

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September 30, 2012

Name, Addressand Year of Birth	Position(s) Held with the Trust	Term of Office and Length of Time Served	Principal Occupation During Past Five Years	# of Portfolios in Fund Complex Overseen by Trustee	Other Director/ Trustee Positions
Interested Trustee
Gurinder S. Ahluwalia** Year of Birth: 1965 c/o Genworth Financial    Wealth Management, Inc. 2300 Contra Costa    Boulevard Ste 600 Pleasant Hill, CA    94523-3967	Interested Trustee	Indefinite Term since 2011.	President and CEO of Genworth Financial Wealth Management (“GFWM”) (2009-present); Co-Chairman, GFWM (2008-2009); Vice-Chairman, AssetMark Investment Services, Inc. (2006-2008); President, GFAM (2004-2008); President and Chairman, Genworth Financial Asset Management, Inc. (2004-2008).	10	Trustee, GFAM (2005-present); Genworth Financial Trust Company (2004-present); Altegris Investment, Inc. (2011-present); Altegris Portfolio Management, Inc. (d/b/a Altegris Funds) (2011-present); Ensaaf (nonprofit organization) (2011- present); Quantuvis Consulting, Inc. (2008- present); Trustee, GVIT (2008-2012); Centurion Capital Group Inc., Centurion Financial Advisers Inc.; GFWM, formerly AssetMark Investment Services, Inc.; Genworth Financial Asset Management, Inc.

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Name, Address and Year of Birth	Position(s) Held with the Trust	Term of Office and Length of Time Served	Principal Occupation During Past Five Years
Officers
Carrie E. Hansen Year of Birth: 1970 Genworth Financial    Wealth Management, Inc. 2300 Contra Costa    Boulevard Ste 600 Pleasant Hill, CA    94523-3967	President	Renewed 1-Year Term since May 2007.	President, GPS Funds I (formerly, AssetMark Funds) (2007-present) and GPS Funds II (2011-present); President, Genworth Financial Asset Management Funds (“GFAM”) and Genworth Variable Insurance Trust (“GVIT”) (2008-2012); Senior Vice President and Chief Operations Officer, GFWM (2008-present); Chairman, Genworth Financial Trust Company (2008-present); Senior Vice President and Managing Director of the Trust (2007-2008); Treasurer and Chief Compliance Officer, GFAM (2007-2008); Chief Compliance Officer of the Trust (2005-2008); Treasurer of the Trust, (2001-2008); Senior Vice President, Chief Financial Officer and Chief Compliance Officer, GFWM, formerly, AssetMark Investment Services, Inc., (2004-2007).
John Koval Year of Birth: 1966 Genworth Financial    Wealth Management, Inc. 2300 Contra Costa    Boulevard Ste 600 Pleasant Hill, CA    94523-3967	Interim Chief Compliance Officer and AML Compliance Officer	Since 2012.	Senior Compliance Officer, Genworth Financial Wealth Management (2011 to present); Chief Operating Officer, SEAL Capital, Inc. (2009 to 2010); Chief Compliance Officer, Cliffwood Partners LLC (2004 to 2009).
Starr E. Frohlich Year of Birth: 1972 Genworth Financial    Wealth Management, Inc. 2300 Contra Costa    Boulevard Ste 600 Pleasant Hill, CA    94523-3967	Vice President and Treasurer	1-Year Term since March 2010.	Vice President and Treasurer, GPS Funds I (formerly, AssetMark Funds) (2010-present), GPS Funds II (2011-present) and GFAM (2010-present); Director of Fund Administration, GFWM (2010-present); Vice President, U.S. Bancorp Fund Services, LLC (1997-2010).
Christine Villas-Chernak Year of Birth: 1968 Genworth Financial    Wealth Management, Inc. 2300 Contra Costa    Boulevard Ste 600 Pleasant Hill, CA    94523-3967	Deputy Chief Compliance Officer; Secretary	Since 2009. Renewed 1-Year term since September 2006.	Deputy Chief Compliance Officer, GPS Funds I (formerly, AssetMark Funds) (2009-present) and GPS Funds II (2011-present); Secretary, GPS Funds I (2006-present), GPS Funds II (2011-present), GFAM (2009-2010) and GVIT (2008-2010); Senior Compliance Officer, GFWM (2005-2009).

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September 30, 2012

Name, Address and Year of Birth	Position(s) Held with the Trust	Term of Office and Length of Time Served	Principal Occupation During Past Five Years
Robert J. Bannon Year of Birth: 1957 Genworth Financial 2300 Contra Costa    Boulevard Ste 600 Pleasant Hill, CA    94523-3967	Vice President and Chief Risk Officer	Since 2010.	Vice President and Chief Risk Officer, GPS Funds I (formerly, AssetMark Funds) (2010 to present), GPS Funds II (2011 to present) and GFAM (2010 to present); Senior Vice President and Chief Risk Officer, GFWM (2007-present).

*	Ronald Cordes is an “interested person” of the Trust as defined in the 1940 Act because he is the Chairman of the Board for GFWM and serves as Director for GFWM and Quantuvis.
**	Mr. Ahluwalia is a Trustee who is an “interested person” of the Trust as defined in the 1940 Act because he is an officer of GFWM or certain of its affiliates.

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 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: Board of Trustees’ Consideration and Approval of a New Sub-Advisory Agreement for the GuideMark Core Fixed Income Fund (Unaudited)
	At a meeting held on June 19, 2012, the Board of Trustees (the “Board” or the “Trustees”) of GPS Funds I (the “Trust”) approved a new sub-advisory agreement (the “Wellington Sub-Advisory Agreement”) between Wellington Management Company, LLP (“Wellington Management”) and Genworth Financial Wealth Management, Inc. (the “Advisor”), on behalf of one of the Trust’s series, the GuideMark Core Fixed Income Fund (the “Fund”).
	The 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. In accordance with the terms of an exemptive order that the Advisor and the Trust have received from the U.S. Securities and Exchange Commission, the Wellington Sub-Advisory Agreement was not submitted to a vote of shareholders.

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September 30, 2012

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

The Wellington Sub-Advisory Agreement

Materials Reviewed and the Review Process

The Board reviewed various materials requested by counsel on behalf of the independent Trustees related to the Wellington Sub-Advisory Agreement that included, among other things: (1) a copy of the proposed form of sub-advisory agreement between Wellington Management and the Advisor, on behalf of the Fund; (2) Wellington Management’s responses to the Advisor’s due diligence questionnaire; (3) Wellington Management’s Form ADV disclosures; (4) a description of the Advisor’s selection and recommendation process with respect to Wellington Management and the reasons for such recommendation; (5) information regarding the amount of the proposed sub-advisory fee payable to Wellington Management and a comparison to Wellington Management’s standard fee schedule for accounts managed using the same investment strategy as the one to be used for Wellington Management’s allocated portion of the Fund; (6) biographical information for the investment professionals who would be responsible for the day-to-day management of Wellington Management’s allocated portion of the Fund’s portfolio; (7) information regarding Wellington Management’s financial condition; and (8) information regarding Wellington Management’s compliance policies and other internal procedures. The Trustees also considered the recommendations of the Advisor with respect to Wellington Management and the methods and resources the Advisor utilizes in its efforts to identify and engage sub-advisors for the Fund.

Prior to approving the Wellington Sub-Advisory Agreement, the independent Trustees met in executive session with independent counsel without representatives of the Advisor or its affiliates. The independent Trustees were assisted by independent counsel throughout the review process. The independent Trustees relied upon the advice of independent counsel and their own business judgment in determining the material factors to be considered in evaluating the Wellington Advisory Agreement and the weight to be given to each such factor. The conclusions reached by the independent Trustees were based on a comprehensive evaluation of all the information provided and were not the result of any one factor. Moreover, each independent Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the Wellington Sub-Advisory Agreement.

Factors Considered

In considering the Wellington Sub-Advisory Agreement, the Board considered several factors that it deemed relevant, to the extent they were applicable: (1) the nature, extent, and quality of the services to be provided by Wellington Management; (2) the investment performance of Wellington Management; (3) the costs of the services to be provided and profits to be realized by Wellington Management and its affiliates from the relationship with the Fund, including any “fallout” 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.

Nature, Quality and Extent of Services

The Trustees considered the nature, quality, and extent of services that Wellington Management would provide to the Fund. The Trustees considered the specific investment process to be employed by Wellington Management in managing the Fund. The Trustees reviewed the qualifications, experience, and track record of the portfolio management team that

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September 30, 2012

would be responsible for day-to-day management of Wellington Management’s allocated portion of the Fund’s portfolio. The Trustees also considered the Advisor’s review and selection process with respect to Wellington Management and the Advisor’s favorable assessment as to the nature and quality of the sub-advisory services expected to be provided by Wellington Management.

Based on their consideration of the foregoing information, the Trustees concluded that the nature, quality, and extent of the sub-advisory services to be provided by Wellington Management were appropriate for the Fund in light of the Fund’s investment objective, policies, and strategies.

Sub-Advisory Fees

The Trustees considered the services to be rendered by Wellington Management and the compensation to be paid to Wellington Management by the Advisor. The Trustees considered comparisons of the fees to be paid with the fees charged by Wellington Management to other clients. The Trustees considered that the sub-advisory fees would be paid by the Advisor to Wellington Management and would not be additional fees borne by the Fund. The Trustees then considered any “fall-out” benefits-including the receipt by Wellington Management of research services paid for using soft dollars generated through trades in the Fund’s securities-that Wellington Management may receive as a result of its relationship with the Fund. The Trustees considered, however, that soft dollars generally were not used in fixed income funds. The Trustees also considered whether the fee schedule of Wellington Management included breakpoints that would reduce Wellington Management’s fees as assets in the Fund increased. The Trustees did not consider the profitability of Wellington Management to be a material factor based on representations from the Advisor that it negotiated the Wellington Sub-Advisory Agreement, including the sub-advisory fees, with Wellington Management on an arm’s-length basis.

Based on their discussion and the information provided to them in advance of the meeting, the Trustees concluded that, in light of the quality and extent of the services to be provided, the fees payable to Wellington Management were reasonable.

Investment Performance

Because Wellington Management had not commenced providing sub-advisory services to the Fund at the time of the Trustees’ consideration of the Wellington Sub-Advisory Agreement, the Trustees could not consider Wellington Management’s investment performance with respect to its management of the Fund as a factor in evaluating the Wellington Sub-Advisory Agreement. However, the Trustees did consider Wellington Management’s specific investment approach and level of expertise within the core fixed income asset class in addition to its historical performance record with regard to pooled investment products similar to the Fund; the Trustees compared this historical performance to a relevant benchmark.

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

Conclusion

After consideration of the factors discussed above, with no single factor identified as being determinative to its decision, the Board, including a majority of the independent Board members with the assistance of independent counsel, concluded that the approval of the Wellington Sub-Advisory Agreement was in the best interests of the Fund. Accordingly, the Board approved the Wellington Sub-Advisory Agreement, and the fees to be paid thereunder to Wellington Management, on behalf of the Fund.

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September 30, 2012

GPS Funds II: Board of Trustees’ Consideration and Approval of a New Sub-Advisory Agreement for the GuideMark Opportunistic Fixed Income Fund (Unaudited)

At a meeting held on June 28, 2012, the Board of Trustees (the “Board” or the “Trustees”) of GPS Funds II (the “Trust”) approved a new sub-advisory agreement (the “DoubleLine Sub-Advisory Agreement”) between DoubleLine Capital LP (“DoubleLine”) and Genworth Financial Wealth Management, Inc. (the “Advisor”), on behalf of one of the Trust’s series, the GuideMark Opportunistic Fixed Income Fund (the “Fund”).

The 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. In accordance with the terms of an exemptive order that the Advisor and the Trust have received from the U.S. Securities and Exchange Commission, the DoubleLine Sub-Advisory Agreement was not submitted to a vote of shareholders.

The Board, including a majority of the independent Trustees, determined to approve the DoubleLine Sub-Advisory Agreement. The material factors considered and the conclusions that formed the bases of the Board’s approval of the DoubleLine Sub-Advisory 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 DoubleLine Sub-Advisory Agreement. The Trustees also received assistance and advice regarding legal and industry standards from independent counsel to the independent Trustees.

The DoubleLine Sub-Advisory Agreement

Materials Reviewed and the Review Process

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

Prior to approving the DoubleLine Sub-Advisory Agreement, the independent Trustees met in executive session with independent counsel without representatives of the Advisor or its affiliates. The independent Trustees were assisted by independent counsel throughout the review process. The independent Trustees relied upon the advice of independent counsel and their own business judgment in determining the material factors to be considered in evaluating the DoubleLine Advisory Agreement and the weight to be given to each such factor. The conclusions reached by the independent Trustees were based on a comprehensive evaluation of all the information provided and were not the result of any one factor. Moreover, each independent Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the DoubleLine Sub-Advisory Agreement.

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September 30, 2012

Factors Considered

In considering the DoubleLine Sub-Advisory Agreement, the Board considered several factors that it deemed relevant, to the extent they were applicable: (1) the nature, quality, and extent of the services to be provided by DoubleLine; (2) the investment performance of DoubleLine; (3) the costs of the services to be provided and profits to be realized by DoubleLine 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

Nature, Quality, and Extent of Services

The Trustees considered the nature, quality, and extent of services that DoubleLine would provide to the Fund. The Trustees considered the specific investment process to be employed by DoubleLine in managing the Fund and the qualifications of DoubleLine’s portfolio management team with regard to implementing the Fund’s investment mandate. The Trustees considered DoubleLine’s organization, personnel, and operations. The Trustees also considered the Advisor’s review and selection process with respect to DoubleLine and the Advisor’s favorable assessment as to the nature and quality of the sub-advisory services expected to be provided by DoubleLine. Based on their consideration and review of the foregoing factors, the Trustees concluded that the nature, quality, and extent of the sub-advisory services to be provided by DoubleLine, as well as DoubleLine’s ability to render such services based on its experience, organization, and resources, were appropriate for the Fund in light of the Fund’s investment objective, policies, and strategies.

Sub-Advisory Fees and Expenses

The Trustees considered the compensation to be paid to DoubleLine by the Advisor in conjunction with the services that would be rendered to the Fund. The Trustees also considered comparisons of the fees to be paid by the Advisor to DoubleLine with fees charged by DoubleLine to its other clients. The Trustees considered that the sub-advisory fees would be paid by the Advisor to DoubleLine and would not be additional fees borne by the Fund. The Trustees also considered whether the fee schedule of DoubleLine included breakpoints that would reduce DoubleLine’s fees as assets in the Fund increased. The Trustees did not consider the profitability of DoubleLine to be a material factor based on representations from the Advisor that it negotiated the DoubleLine Sub-Advisory Agreement, including the sub-advisory fees, with DoubleLine on an arm’s-length basis. The Trustees concluded that, in light of the quality and extent of the services to be provided, the proposed fees to be paid to DoubleLine were reasonable.

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

Investment Performance

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

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

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Conclusion

After consideration of the factors discussed above, with no single factor identified as being determinative to its decision, the Board, including a majority of the independent Board members with the assistance of independent counsel, concluded that the approval of the DoubleLine Sub-Advisory Agreement was in the best interests of the Fund. Accordingly, the Board approved the DoubleLine Sub-Advisory Agreement, and the fees to be paid thereunder to DoubleLine, on behalf of the Fund.

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GuideMark^SM Funds
GuidePath^SM Funds

GUIDEMARKSM FUNDS & GUIDEPATHSM FUNDS
GuideMarkSM Large Cap Growth Fund
GuideMarkSM Large Cap Value Fund
GuideMarkSM Small/Mid Cap Core Fund
GuideMarkSM World ex-US Fund
GuideMarkSM Opportunistic Equity Fund
GuideMarkSM Global Real Return Fund
GuideMarkSM Core Fixed Income Fund
GuideMarkSM Tax-Exempt Fixed Income Fund
GuideMarkSM Opportunistic Fixed Income Fund
GuidePathSM Strategic Asset Allocation Fund
GuidePathSM Tactical ConstrainedSM Asset Allocation Fund
GuidePathSM Tactical UnconstrainedSM Asset Allocation Fund
GuidePathSM Absolute Return Asset Allocation Fund
GuidePathSM Multi-Asset Income Asset Allocation Fund
GuidePathSM Fixed Income Allocation Fund
GuidePathSM Altegris® Multi-Strategy Alternative Allocation Fund
Investment Advisor
Genworth Financial Wealth Management, Inc.
2300 Contra Costa Blvd., Suite 600
Pleasant Hill, CA 94523
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
KPMG LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202
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	Semi-Annual Report September 30, 2012
Capital Brokerage Corporation
(dba Genworth Financial Brokerage Corporation in Indiana)
6620 West Broad Street Building 2
Richmond, VA 23230
Member FINRA

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 management investment companies.

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

Not applicable to open-end management investment companies.

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

Not applicable to open-end management investment companies.

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

None.

Item 11. Controls and Procedures.

(a) Based on their evaluation of the registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this Form N-CSR (the “Report”), the registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer believe that

the disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effectively designed to ensure that information required to be disclosed by the registrant in the Report is recorded, processed, summarized and reported by the filing date, including ensuring that information required to be disclosed in the Report is accumulated and communicated to the registrant’s officers who are making certifications in the Report, as appropriate, to allow timely decisions regarding required disclosure.

(b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)	(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy 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.
(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	/s/ Carrie E. Hansen
	Carrie E. Hansen, Principal Executive Officer/President
Date	11/19/12

          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	/s/ Carrie E. Hansen
	Carrie E. Hansen, Principal Executive Officer/President
Date	11/19/12
By	/s/ Starr E. Frohlich
	Starr E. Frohlich, Principal Financial Officer/Treasurer
Date	11/19/12