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

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

As filed with the Securities and Exchange Commission on 12/2/2011

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


	800-664-5345

Registrant’s telephone number, including area code


Date of fiscal year end:	March 31, 2012


Date of reporting period:	April 1, 2011 through September 30, 2011

Item 1. Reports to Stockholders.


		GuideMark^SMFunds
		GuidePath^SMFunds

		Investment Advisor
		Genworth Financial Wealth Management, Inc.


	Semi-Annual Report


	September 30, 2011



	GUIDEMARK^SMLARGE CAP GROWTH FUND

	GUIDEMARK^SMLARGE CAP VALUE FUND

	GUIDEMARK^SMSMALL/MID CAP CORE FUND

	GUIDEMARK^SMWORLD EX-US FUND

	GUIDEMARK^SMOPPORTUNISTIC EQUITY FUND

	GUIDEMARK^SMGLOBAL REAL RETURN FUND

	GUIDEMARK^SMCORE FIXED INCOME FUND

	GUIDEMARK^SMTAX-EXEMPT FIXED INCOME FUND

	GUIDEMARK^SMOPPORTUNISTIC FIXED INCOME FUND

	GUIDEPATH^SMSTRATEGIC ASSET ALLOCATION FUND

	GUIDEPATH^SMTACTICAL CONSTRAINED^SMASSET ALLOCATION FUND

	GUIDEPATH^SMTACTICAL UNCONSTRAINED^SMASSET ALLOCATION FUND

	GUIDEPATH^SMABSOLUTE RETURN ASSET ALLOCATION FUND

November 29, 2011

Dear Shareholder:

Enclosed is the Semi-Annual Report of the GuideMark^SMand GuidePath^SMFunds covering the six-month period from April 1, 2011 through September 30, 2011.

Six-Month Market Review

The dominant theme for the period was flight to safety, with bonds generally rising and stocks falling sharply. Key areas of focus for the markets included global economic prospects, European sovereign debt, and the uncertainty about US political leadership in support of growth.

Most US bond indexes ended the period higher, with the Barclays Capital US Aggregate Bond Index gaining 6.20% and the Barclays Capital Municipal Bond Index delivering 7.85% for the six months ended September 30, 2011. Notably, long-term US Treasuries benefited handsomely from the implementation of Operation Twist, the Federal Reserve’s program to sell short-term and buy long-term government debt.

Within US equities, the typically riskier small caps were down more than large caps. As well, international equities, encompassing emerging and developed markets, underperformed the US market. While the MSCI All Country World ex-US Index retreated -19.29% over the six-month period, the drop in the S&P 500^®Index was smaller at -13.78%.

Commodities and real estate also lost ground. The Dow Jones UBS Commodity Index ended the quarter down -17.30%, while the FTSE NAREIT All Equity REITs Index fell -11.62% over the six months.¹

Flight to Safety Dominates

Underlying company fundamentals did not drive performance over this reporting period. Instead, as mentioned above, markets were characterized by a flight to safety, responding to developments in the macro economy, notably in Europe. In addition, because stocks in particular tended to move as a group during this time, with little spread between the prices of individual equities, active security selection was challenged. In this environment, a low percentage of stocks outperformed their benchmarks and investors saw historic low variations in the performance of individual stocks within economic sectors.

The GuideMark and GuidePath Funds are actively managed and the investment processes employed by many of the funds are based on analysis of company fundamentals. The fact that the stock market was extremely sensitive to short-term economic data and much more focused on the global economy than on the financial health of particular companies caused the equity funds to struggle relative to their benchmarks. In addition, the equity funds generally had active exposures to cyclical stocks that tend to rise with an improving economy, whereas over the past six months defensive holdings, such as utilities, performed better.

The fixed income funds were biased toward credit and significantly underweight Treasuries, which rose dramatically following government intervention. Secondarily, the fixed income funds were underweight the US dollar, and the dollar gathered strength over this period. These two factors contributed to the underperformance of the fixed income funds.

International equity holdings were a detractor, while some conservative positioning with exposure to fixed income proved beneficial to the GuidePath Tactical Constrained^SMand GuidePath Tactical Unconstrained Asset Allocation Funds.

For more detailed information on each fund, please refer to the Manager’s Discussion of Fund Performance in the report.

Looking Ahead

While past experience shows that the fourth quarter is likely to usher in a market rally, it’s also possible for extended market volatility to lead to a recession. Of course, no one can predict the future. That is why a well-constructed portfolio – positioned to capture potential upside while seeking to diversify some of the downside risk – is important for navigating today’s volatile markets. The GuideMark and GuidePath Funds are designed to be used in combination, either by portfolio strategists or within the Genworth Portfolio Solutions (GPS) strategies, to provide this type of diversification.

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,

-s- Carrie E. Hansen

Carrie E. Hansen
President of the 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. is an investment advisor registered with the Securities and Exchange Commission. Genworth Financial Wealth Management and Capital Brokerage Corporation are wholly owned subsidiaries of Genworth Financial, Inc.

Index Definitions

Barclays Capital 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 Capital 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.

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



¹	All index returns are from Morningstar except the FTSE NAREIT, which is sourced from Zephyr.

Past performance is not indicative of future results. You cannot invest directly into an index.

Investments in the Funds will fluctuate, and when redeemed may be worth more or less than originally invested. Investors should consider the Funds’ Investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Funds. Please read the prospectus carefully before you invest or send money. The prospectus is available upon request, without charge, by calling 1-800-238-0810.

FINRA 133658 111811

GuideMark^SMLarge Cap Growth Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

(LINE GRAPH)

This chart assumes an initial gross investment of $10,000 made on June 29, 2001 (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, 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 U.S. Companies, based on total market capitalization, which represents approximately 98% of the investable U.S. equity market.

AVERAGE ANNUAL TOTAL RETURN (for the period ended September 30)


	One Year			Five Year			Ten Year			Since Inception¹

GuideMark^SMLarge Cap Growth Fund Service Shares		-1.44	%		-0.98	%		1.86	%		-1.16	%
Institutional Shares		N/A			N/A			N/A			-20.06	%
Russell 1000^®Growth Index		3.78	%		1.62	%		3.01	%		0.79	%²


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

²	The since inception return shown for the Russell 1000^®Growth Index is from the since inception date of the Service Shares. The Russell 1000^®Growth Index return from the since inception date of the Institutional Shares is -12.89%.

GuideMark^SMLarge Cap Growth Fund

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


•	For the 6 months ended September 30, 2011, the Fund returned -17.72%, underperforming the Russell 1000^®Growth Index, which returned -12.48%.

•	The Fund’s overweight exposure to cyclical stocks contributed to the relative underperformance for the period, as broader macroeconomic concerns led investors to sell out of cyclical positions.

•	A relative overweight positioning within the Industrial sector negatively impacted returns for the period. Concerns of a slowdown in China that could potentially decrease the demand for industrial-related goods and equipment and could reduce future earnings growth, weighed on the sector.

•	Three of the Fund’s worst performing stocks for the period were within the Information Technology sector – EMC, Oracle, and Altera. Technology stocks fell out of favor with investors as questions over future top-line growth in light of muted technology spending weighed on the sector.

Components of Portfolio Holdings*

(PIE CHART)


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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Apple, Inc.	7.21
2	International Business Machines Corp.	5.53
3	Cisco Systems, Inc.	4.57
4	Microsoft Corp.	4.32
5	Oracle Corp.	3.52
6	EMC Corp.	3.37
7	Altera Corp.	3.00
8	Exxon Mobil Corp.	2.30
9	UnitedHealth Group, Inc.	1.91
10	Caterpillar, Inc.	1.79

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

GuideMark^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 June, 29, 2001 (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, 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 U.S. Companies, based on total market capitalization, which represents approximately 98% of the investable U.S. equity market.


AVERAGE ANNUAL TOTAL RETURN (for the period ended September 30)
	One Year		Five Year		Ten Year		Since Inception¹

GuideMark^SMLarge Cap Value Fund
Service Shares	-5.39	%	-7.19	%	0.24	%	-0.64	%
Institutional Shares	N/A		N/A		N/A		-20.49	%
Russell 1000^®Value Index	-1.89	%	-3.53	%	3.36	%	2.11	%²


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

²	The since inception return shown for the Russell 1000^® Value Index is from the since inception date of the Service Shares. The Russell 1000^® Value Index return from the since inception date of the Institutional Shares is -18.79%.

GuideMark^SM Large Cap Value Fund

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


•	For the 6 months ended September 30, 2011, the Fund returned -18.63%, underperforming the Russell 1000^® Value Index, which returned -16.62%.

•	The Fund trailed the benchmark for the period due largely to relative sector positioning, which more than offset the positive contribution from security selection. Relative sector under/overweight exposures are a by product of the investment process and underscored the Fund’s bias to cyclical stocks.

•	A relative overweight exposure to stocks in the Industrial sector detracted from performance for the period, as fears of a larger than expected slowdown in global economic growth, particularly China, weighed on the sector. However, Goodrich was acquired by United Technologies at the end of the period for a premium, validating the Fund’s original investment thesis and valuation analysis.

•	Underweight exposure to defensive sectors, including Utilities, contributed to the Fund’s relative underperformance, as investors favored more defensive equity stocks with lower volatility and stable cash flow.

Components of Portfolio Holdings*

(PIE CHART)

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


Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Capital One Financial Corp.	2.94
2	Stanley Black & Decker, Inc.	2.50
3	UnitedHealth Group, Inc.	2.22
4	SLM Corp.	2.19
5	Philip Morris International, Inc.	2.13
6	Wellpoint, Inc.	1.94
7	PNC Financial Services Group, Inc.	1.89
8	Johnson & Johnson	1.86
9	ConocoPhillips	1.82
10	Pfizer, Inc.	1.78

GuideMark^SMSmall/Mid Cap Core Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

RUSSELL 2500 INDEX – Measures the performance of the small- to mid-cap segment of the U.S. 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 2500 of the smallest securities based on a combination of their market cap and current index membership.


AVERAGE ANNUAL TOTAL RETURN (for the period ended September 30)
	One Year		Five Year		Ten Year		Since Inception¹

GuideMark^SMSmall/Mid Cap Core Fund
Service Shares	-6.32	%	-3.58	%	4.10	%	2.76	%
Institutional Shares	N/A		N/A		N/A		-26.86	%
Russell 2500 Index	-2.22	%	0.19	%	7.08	%	4.75	%²


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

²	The since inception return shown for the Russell 2500 Index is from the since inception date of the Service Shares. The Russell 2500 Index return from the since inception date of the Institutional Shares is -23.88%.

GuideMark^SMSmall/Mid Cap Core Fund

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


•	For the 6 months ended September 30, 2011, the Fund returned -24.72%, underperforming the Russell 2500 Index, which returned -21.68%.

•	Security selection was the largest driver of the relative underperformance for the period, especially within the Financial sector.

•	Within the Financial sector, Jones Lang Lasalle, a real estate services company, was the largest detractor for the period. The company fell under pressure after cautioning that the rebound in global commercial real estate may be dissipating.

•	Owning stocks in the Industrial sector negatively impacted relative performance over the period. Concerns that a slowdown in global economic growth, especially in China, could negatively impact the ability of industrial goods and equipment providers to increase top-line sales going forward, weighed on the sector.

Components of Portfolio Holdings*

(PIE CHART)

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


Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	DFC Global Corp.	1.79
2	Carlisle Companies, Inc.	1.70
3	Triumph Group, Inc.	1.63
4	Iberiabank Corp.	1.62
5	Invesco Ltd.	1.60
6	Check Point Software Technologies Ltd.	1.59
7	Post Properties, Inc.	1.51
8	Autoliv, Inc.	1.50
9	Essex Property Trust, Inc.	1.43
10	Dicks Sporting Goods, Inc.	1.42

GuideMark^SMWorld ex-US Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

MSCI ALL COUNTRY WORLD EX-US INDEX – A free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. It consists of country indices 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 the period ended September 30)

	One Year		Five Year		Ten Year		Since Inception¹

GuideMark^SMWorld ex-US Fund
Service Shares	-15.80	%	-8.36	%	1.73	%	0.23	%
Institutional Shares	N/A		N/A		N/A		-25.49	%
MSCI All Country World ex-US Index	-13.24	%	-4.13	%	4.28	%	2.52	%²


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

²	The since inception return shown for the MSCI All Country World ex-US Index is from the since inception date of the Service Shares. The MSCI All Country World ex-US Index return from the since inception date of the Institutional Shares is -24.44%.

GuideMark^SMWorld ex-US Fund

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


	•	For the 6 months ended September 30, 2011, the Fund returned -22.41%, underperforming the MSCI All Country World ex-US Index, which returned -21.01%.

	•	The Fund trailed the benchmark for the period due to security selection primarily within the global cyclical sectors.

	•	Security selection within the Financials sector detracted from returns and more than offset the benefit from the underweight exposure to the sector. Specifically, owning banks like Societe Generale was a significant detractor over the period. Societe Generale, a large French bank, experienced a sell-off due to its outstanding exposure to Greece and other European countries facing potential default scenarios.

	•	Underweight exposure to more defensive sectors, including Utilities, also contributed to the relative lag over the period. While the valuation of Utilities stocks looked relatively less attractive, Utilities companies benefited from a ‘risk-off’ trade, whereby investors sought safety in defensive stocks with less earnings variability.

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	2.00
2	PowerShares India Portfolio	1.85
3	Royal Dutch Shell Plc	1.19
4	Roche Holding AG	1.17
5	Vodafone Group Plc	1.14
6	Sanofi-Aventis SA	1.04
7	HSBC Holdings Plc	1.01
8	British American Tobacco Plc	0.93
9	Toronto-Dominion Bank	0.93
10	Unilever NV	0.93

GuideMark^SMOpportunistic Equity Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on April 1, 2011 (commencement of the Fund’s Service Shares operations). Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, 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 3000 U.S. companies representing approximately 98% of the investable U.S. equity market..


CUMULATIVE TOTAL RETURN (for the period ended September 30)

	Since Inception¹

GuideMark^SMOpportunistic Equity Fund
Service Shares	-21.10	%
Institutional Shares	-22.53	%
Russell 3000^®Index	-15.73	%²


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

²	The since inception return shown for the Russell 3000^®Index is from the since inception date of the Service Shares. The Russell 3000^®Index return from the since inception date of the Institutional Shares is -17.75%.

GuideMark^SMOpportunistic Equity Fund

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


•	For the 6 months ended September 30, 2011, the Fund returned -21.10%, underperforming the Russell 3000^®Index, which returned -15.73%.

•	An overweight exposure to economically sensitive securities and to securities with higher volatility than the benchmark were the primary drivers of the relative underperformance for the period. With investors taking a more defensive stance during the period, securities with higher volatility sold off significantly.

•	Continued bias to cyclical stocks detracted from performance, as these economically sensitive stocks sold off due to broader macroeconomic concerns.

•	Exposure to securities in the Energy and Financial sectors negatively impacted relative returns, as broader global economic concerns continued to place downward pricing pressure on oil prices and the global sovereign debt crisis weighed heavily on stocks in the Financial sector.

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	Newmont Mining Corp.	2.25
2	Apple, Inc.	2.16
3	Devon Energy Corp.	2.10
4	United Technologies Corp.	1.89
5	Occidental Petroleum Corp.	1.74
6	Conagra Foods, Inc.	1.56
7	Prudential Financial, Inc.	1.42
8	Sysco Corp.	1.42
9	General Electric Co.	1.40
10	General Mills, Inc.	1.29

GuideMark^SMGlobal Real Return Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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


CUMULATIVE TOTAL RETURN (for the period ended September 30)

	Since Inception¹

GuideMark^SMGlobal Real Return Fund
Service Shares	-15.80	%
Institutional Shares	-18.04	%
Barclays Capital U.S. TIPS Index	7.94	%²


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

²	The since inception return shown for the Barclays Capital U.S. TIPS Index is from the since inception date of the Service Shares. The Barclays Capital U.S. TIPS Index return from the since inception date of the Institutional Shares is 5.68%.

GuideMark^SMGlobal Real Return Fund

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


•	For the 6 months ended September 30, 2011, the Fund returned -15.80%, underperforming the Barclays Capital U.S. TIPS Index, which returned 7.94%.

•	The Fund’s relative underperformance for the period reflects its exposure to real asset classes outside of the TIPs index, including commodities and natural resources.

•	The relative returns over the period underscores the “risk-off” trade that occurred over the period, as investors fled to U.S. Treasuries and other defensive assets like gold.

•	Although the Fund did have exposure to gold, it was not enough to offset the negative impact from exposure to energy and material-related commodities.

Components of Portfolio Holdings*

(BAR CHART)

*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	20.99
2	PowerShares DB Commodity Index Tracking Fund	17.09
3	SPDR Barclays Capital TIPS ETF	13.03
4	SPDR Dow Jones International Real Estate ETF	11.27
5	SPDR Dow Jones REIT ETF	11.13
6	SPDR DB International Government Inflation-Protected Bond ETF	9.27
7	PowerShares Global Agriculture ETF	4.12
8	SPDR Metals and Mining ETF	3.47
9	Energy Select Sector SPDR Fund	3.47
10	SPDR S&P International Energy Sector ETF	2.02

GuideMark^SMCore Fixed Income Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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


AVERAGE ANNUAL TOTAL RETURN (for the period ended September 30)

	One Year		Five Year		Ten Year		Since Inception¹

GuideMark^SMCore Fixed Income Fund
Service Shares	4.31	%	5.37	%	4.90	%	5.12	%
Institutional Shares	N/A		N/A		N/A		3.81	%
Barclays Capital U.S. Aggregate Bond Index	5.26	%	6.53	%	5.66	%	5.98	%²


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

²	The since inception return shown for the Barclays Capital U.S. Aggregate Bond Index is from the since inception date of the Service Shares. The Barclays Capital U.S. Aggregate Bond Index return from the since inception date of the Institutional Shares is 4.87%.

GuideMark^SMCore Fixed Income Fund

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


•	For the 6 months ended September 30, 2011, the Fund returned 4.93%, underperforming the Barclays Capital U.S. Aggregate Bond Index, which returned 6.20%.

•	An overweight exposure to corporate credit and an underweight exposure to U.S. Treasuries were the primary contributors to the Fund’s relative underperformance for the period. Uncertainty over the rate of global economic growth, coupled with sovereign debt issues in Europe, led investors to “safe haven” assets like U.S. Treasuries starting in May.

•	Within corporate credit, owning bonds from the Financial and Industrial sectors contributed to the relative lag, as these bonds trailed for the period. Specifically, financial companies underperformed due largely to the European debt crisis, while fears of a slowdown in China’s growth rate caused concern for industrial companies.

•	A noticeable lack of liquidity in the bond market forced investors to sell out of higher-quality investment grade corporates bonds to raise cash for redemptions. This negatively impacted the Fund, which typically holds higher-quality issues.

Components of Portfolio Holdings*

(BAR CHART)

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

Top Ten Holdings


Rank	Security/Holding	% of Net Assets
1	U.S. Treasury Note, 3.625%, 02/15/2021	3.57
2	U.S. Treasury Note, 2.000%, 01/31/2016	2.66
3	Federal National Mortgage Association, Pool# TBA, 3.000%, 11/15/2026	2.62
4	U.S. Treasury Note, 2.000%, 04/30/2016	2.53
5	U.S. Treasury Bond, 4.250%, 11/15/2040	2.32
6	U.S. Treasury Note, 3.125%, 05/15/2021	2.25
7	Federal National Mortgage Association, Pool# TBA, 4.000%, 10/01/2039	1.71
8	Federal Home Loan Mortgage Corp. – Gold, Pool# TBA, 4.000%, 11/15/2040	1.70
9	Federal National Mortgage Association, Pool# AD6943, 5.000%, 07/01/2040	1.39
10	Federal National Mortgage Association, Pool# TBA, 3.000%, 10/15/2026	1.20

GuideMark^SMTax-Exempt Fixed Income Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

(LINE GRAPH)

This chart assumes an initial gross investment of $10,000 made on June, 29, 2001 (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, 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 U.S. MUNICIPAL BOND INDEX – The Barclays Capital U.S. 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 the period ended September 30)

	One Year		Five Year		Ten Year		Since Inception (6/29/01)

GuideMark^SMTax-Exempt Fixed Income Fund	2.13	%	3.74	%	3.54	%	3.70	%
Barclays Capital U.S. Municipal Bond Index	3.88	%	5.01	%	5.09	%	5.25	%

GuideMark^SMTax-Exempt Fixed Income Fund

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


•	For the 6 months ended September 30, 2011, the Fund returned 6.88%, underperforming the Barclays Capital U.S. Municipal Bond Index, which returned 7.85%.

•	The Fund trailed the benchmark due to the Fund’s modest overweight exposure to BBB-rated bonds. Although the Fund collected higher yields on its BBB and below investment grade holdings, these bonds faced pricing pressure over the period due to investors flight to quality.

•	Over the period, the municipal market traded in-line with the U.S. Treasuries market, as rumors of massive municipal defaults proved unfounded. Although BBB-rated bonds did hold up relatively well in the first months of the period, they fell under pressure in the latter months, as spreads widened, reflecting the higher level of overall fear in the market.

•	A more neutral to slightly shorter duration exposure relative to the benchmark contributed to the modest underperformance, The longest dated bonds in the municipal market outperformed their shorter dated brethren due to both technical and market factors.

Components of Portfolio Holdings*

(PIE CHART)


*Pie chart represents percentages of total portfolio.


	Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Maryland Department of Transportation County T Construction, Revenue Bond, 5.500%, 02/01/2017	1.61
2	Allegheny County Hospital Development Authority, Series A, Revenue Bond, 5.000%, 09/01/2014	1.58
3	Massachusets Health & Educational Facilities Authority, Revenue Bond, 5.500%, 07/01/2032	1.49
4	San Francisco Steinhart Aquarium, Series F, GO, 5.000%, 06/15/2023	1.40
5	Indiana State Finance Authority, Series A, Refunding, Revenue Bond, 5.000%, 02/01/2021	1.38
6	Henry County Public Service Authority Water & Sewer, Refunding, Revenue Bond, FSA Insured, 5.500%, 11/15/2019	1.37
7	Gilroy Unified School District, GO, Assured Guaranty Insured, 6.000%, 08/01/2025	1.34
8	California, GO, 6.500%, 04/01/2033	1.33
9	Ohio, Series A, GO, 5.000%, 09/01/2015	1.32
10	Salt River Project, Series A, Revenue Bond, 5.000%, 01/01/2021	1.30

GuideMark^SMOpportunistic Fixed Income Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

(line graph)

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


CUMULATIVE TOTAL RETURN (for the period ended September 30)

	Since Inception¹

GuideMark^SMOpportunistic Fixed Income Fund
Service Shares	-6.85	%
Institutional Shares	-7.24	%
Barclays Capital Multiverse Index	4.16	%²


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

²	The since inception return shown for the Barclays Capital Multiverse Index is from the since inception date of the Service Shares. The Barclays Capital Multiverse Index return from the since inception date of the Institutional Shares is 0.63%.

GuideMark^SMOpportunistic Fixed Income Fund

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


	•	For the 6 months ended September 30, 2011, the Fund returned -6.85%, underperforming the Barclays Capital Multiverse Index, which returned 4.16%.

	•	An underweight exposure to US Treasuries, along with an overweight exposure to credit and currency positioning, were the primary drivers of the underperformance for the period.

	•	Exposure to corporate credit, particularly to lower-rated corporate bonds, detracted from performance over the period, as bond investors fled to ‘safe-haven’ assets like U.S. Treasuries due to fears over European sovereign debt and the deteriorating global economic outlook.

	•	Relative overweight exposure to emerging market currencies, both Asian and Latin American, dampened returns, as investors traded out of higher volatility currencies in favor of the dollar due to broader macroeconomic uncertainties and the increasing crisis in Europe.

Components of Portfolio Holdings*

(line graph)

*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	6.77
2	Malaysia Government Bond, 3.718%, 06/15/2012	4.61
3	Indonesia Treasury Bill, 0.000%, 02/09/2012	3.51
4	Poland Government Bond, 0.000%, 01/25/2013	2.38
5	Mexican Bonos, 8.000%, 12/19/2013	2.18
6	Canadian Government Bond, 1.750%, 03/01/2013	2.05
7	Queensland Treasury Corp., 6.000%, 08/21/2013	1.88
8	New South Wales Treasury Corp., 5.500%, 08/01/2013	1.87
9	Petroleos de Venezuela SA, 4.900%, 10/29/2014	1.63
10	Western Australia Treasury Corp., 8.000%, 06/15/2013	1.31

GuidePath^SMStrategic Asset Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

(LINE GRAPH)

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, 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 – Focuses on the large-cap segment of the U.S. equities market. It includes 500 leading companies in leading industries of the U.S. economy, capturing approximately 75% coverage of U.S. equities.

CUMULATIVE TOTAL RETURN (for the period ended September 30)

GuidePath^SMStrategic Asset Allocation Fund

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

•	For the period since the Fund commenced operations on April 29, 2011 through September 30, 2011, the Fund returned -21.30%, underperforming the S&P 500^®Index, which returned -16.26%.

•	Exposure to international equities was the largest driver of underperformance, as the international markets sold off given growing concerns about the European debt crisis and the slow path to restructuring Greek debt. The strengthening of the U.S. dollar also damped returns from the international markets.

•	Exposure to real return assets dragged on returns over the period as positions in global natural resources and commodities fell significantly as investors fled to U.S. Treasuries and other defensive assets like gold.

•	Overweight exposure to the pro-cyclical Financial, Industrial, and Energy sectors, and underweight exposure to the defensive sector of Utilities dragged on returns as fears of the global recession increased.

Components of Portfolio Holdings*

(PIE CHART)

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

Top Ten Holdings


Rank	Security/Holding	% of Net Assets
1	GuideMark^SMWorld ex-US Fund – Institutional Shares	17.14
2	Vanguard FTSE All-World ex-US Index Fund	17.10
3	SPDR S&P 500 ETF Trust	16.85
4	GuideMark^SMSmall/Mid Cap Core Fund – Institutional Shares	9.68
5	GuideMark^SMLarge Cap Value Fund – Institutional Shares	8.49
6	GuideMark^SMLarge Cap Growth Fund – Institutional Shares	8.23
7	GuideMark^SMOpportunistic Equity Fund – Institutional Shares	8.04
8	GuideMark^SMGlobal Real Return Fund – Institutional Shares	4.94
9	Vanguard REIT ETF	1.77
10	SPDR S&P China ETF	1.74

GuidePath^SMTactical Constrained Asset Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

(LINE GRAPH)

CUMULATIVE TOTAL RETURN (for the period ended September 30)

GuidePath^SM Tactical Constrained Asset Allocation Fund

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


•	For the period since the Fund commenced operations on April 29, 2011 through September 30, 2011, the Fund returned -15.90%, outperforming the S&P 500^® Index, which returned -16.26%.

•	The core fixed income position was the largest contributer of relative positive performance to the Fund, as U.S. Treasuries rallied strongly in a flight-to-safety environment. Small positions in emerging local bonds and alternative investments added to outperformance in the Fund, as investors sought out yield and diversification.

•	Domestic equity exposure was the largest drag on returns. Specifically, overweight exposure to the pro-cyclical Financial, Industrial and Energy sectors, and underweight exposure to the defensive sector of Utilities dragged on returns as fears of the global recession increased.

•	Exposure to international equity, including emerging markets, also detracted from returns, as the international markets sold off because of growing concerns about the European debt crisis and the slow path to restructuring Greek debt. The strengthening of the U.S. dollar also dampened returns from the international markets.

Components of Portfolio Holdings*

(PIE CHART)

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


Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	GuideMark^SMCore Fixed Income Fund – Institutional Shares	13.77
2	SPDR S&P 500 ETF Trust	13.73
3	GuideMark^SMOpportunistic Equity Fund – Institutional Shares	11.95
4	GuideMark^SMWorld ex-US Fund – Institutional Shares	8.14
5	GuideMark^SMLarge Cap Value Fund – Institutional Shares	6.88
6	GuideMark^SMOpportunistic Fixed Income Fund – Institutional Shares	6.74
7	GuideMark^SMLarge Cap Growth Fund – Institutional Shares	6.73
8	Vanguard FTSE All-World ex-US Index Fund	6.73
9	GuideMark^SMSmall/Mid Cap Core Fund – Institutional Shares	5.19
10	Vanguard MSCI Emerging Markets ETF	2.87

GuidePath^SM Tactical Unconstrained Asset Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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


CUMULATIVE TOTAL RETURN (for the period ended September 30)

	Since Inception (4/29/11)

GuidePath^SMTactical Unconstrained Asset
Allocation Fund	-13.50	%
S&P 500^® Index	-16.26	%

GuidePath^SM Tactical Unconstrained Asset Allocation Fund

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


•	For the period since the Fund commenced operations on April 29, 2011 through September 30, 2011, the Fund returned -13.5%, outperforming the S&P 500^® Index, which returned -16.26%.

•	The biggest source of outperformance in the Fund came from a large exposure throughout most of the period to 1-3 Month T-Bills, which held flat versus negative equity markets. Exposure to absolute return strategies, which held positions in floating rate notes and local currency emerging market debt, also added value.

•	Domestic equity exposure was the largest drag on returns. Specifically, overweight exposure to the pro-cyclical Financial, Industrial and Energy sectors, and underweight exposure to the defensive sector of Utilities dragged on returns as fears of the global recession increased.

•	Exposure to international equity, including emerging markets, also detracted from returns as the international markets sold off because of growing concerns about the European debt crisis and the slow path to restructuring Greek debt. The strengthening of the U.S. dollar also damped returns from the international markets.

Components of Portfolio Holdings*

(PIE CHART)

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


Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	SPDR Barclays Capital 1-3 Month T-Bill ETF	24.74
2	GuideMark^SMOpportunistic Fixed Income Fund – Institutional Shares	11.83
3	GuideMark^SMOpportunistic Equity Fund – Institutional Shares	9.69
4	Stadion Managed Portfolio Trust – Institutional Shares	9.56
5	GuideMark^SMLarge Cap Value Fund – Institutional Shares	8.10
6	GuideMark^SMWorld ex-US Fund – Institutional Shares	5.82
7	GuideMark^SMSmall/Mid Cap Core Fund – Institutional Shares	5.71
8	Eaton Vance Multi-Strategy Absolute Return Fund – Institutional Shares	4.87
9	GuideMark^SMLarge Cap Growth Fund – Institutional Shares	4.39
10	SPDR Barclays Capital High Yield Bond ETF	3.26

GuidePath^SMAbsolute Return Asset Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

CUMULATIVE TOTAL RETURN (for the period ended September 30)



	Since Inception (4/29/11)

GuidePath^SMAbsolute Real Return Fund	-2.00	%
Citigroup 3-Month Treasury Bill Index	0.02	%

GuidePath^SMAbsolute Return Asset Allocation Fund

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


	•	For the period since the Fund commenced operations on April 29, 2011 through September 30, 2011, the Fund returned -2.00%, underperforming the Citigroup 3-month Treasury Bill Index, which returned 0.02%.

	•	Exposure to both credit and currency, combined with a position in iPath US Treasury 10-year Bear ETN, were the largest detractors to performance as U.S. Treasuries rallied strongly in a flight to safety environment and the yield on 10-year U.S. Treasuries dropped to historic lows.

	•	Market neutral exposure dragged on returns as the market experienced high levels of correlation and low levels of dispersion between stock returns leading to little differentiation between winners and losers.

	•	Core fixed income and TIPS exposure, along with the position in the iPath US Treasury Flattener ETN, contributed positively as long-term U.S. Treasuries rallied strongly as a result of the flight to safety and the announcement of the Federal Reserve regarding its purchase program of long-term U.S. Treasuries.

Components of Portfolio Holdings*

(PIE CHART)

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

Top Ten Holdings


Rank	Security/Holding	% of Net Assets
1	iShares Barclays Aggregate Bond Fund	17.46
2	GuideMark^SMCore Fixed Income Fund – Institutional Shares	17.44
3	GuideMark^SMOpportunistic Fixed Income Fund – Institutional Shares	15.54
4	Eaton Vance Multi-Strategy Absolute Return Fund – Institutional Shares	9.47
5	Eaton Vance Global Macro Absolute Return Fund – Institutional Shares	4.42
6	iShares Barclays Credit Bond Fund	4.06
7	SPDR Barclays Capital 1-3 Month T-Bill ETF	3.81
8	JPMorgan Research Market Neutral Fund – Institutional Shares	3.36
9	Highbridge Statistical Market Neutral Fund – Select Shares	3.28
10	JPMorgan Income Builder Fund – Select Shares	3.17

GuideMark^SMFunds & GuidePath^SMFunds

EXPENSE EXAMPLE (Unaudited)

September 30, 2011

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

The Expense Examples are based on an investment of $1,000 invested at the beginning of a six-month period and held for the entire period, which for the GuideMark^SMLarge Cap Growth Fund – Service Shares, GuideMark^SMLarge Cap Value Fund –Service Shares, GuideMark^SMSmall/Mid Cap Core Fund – Service Shares, GuideMark^SMWorld ex-US Fund – Service Shares, GuideMark^SMOpportunistic Equity Fund – Service Shares, GuideMark^SMGlobal Real Return Fund – Service Shares, GuideMark^SMCore Fixed Income Fund – Service Shares, GuideMark^SMTax-Exempt Fixed Income Fund and GuideMark^SMOpportunistic Fixed Income Fund – Service Shares was from April 1, 2011 to September 30, 2011, and for GuideMark^SMLarge Cap Growth Fund – Institutional Shares, GuideMark^SMLarge Cap Value Fund – Institutional Shares, GuideMark^SMSmall/Mid Cap Core Fund – Institutional Shares, GuideMark^SMWorld ex-US Fund – Institutional Shares, GuideMark^SMOpportunistic Equity Fund – Institutional Shares, GuideMark^SMGlobal Real Return Fund – Institutional Shares, GuideMark^SMCore Fixed Income Fund – Institutional Shares, GuideMark^SMOpportunistic Fixed Income Fund – Institutional Shares, GuidePath^SMStrategic Asset Allocation Fund, GuidePath^SMTactical Constrained Asset Allocation Fund, GuidePath^SMTactical Unconstrained Asset Allocation Fund, and GuidePath^SMAbsolute Return Asset Allocation Fund was from April 29, 2011 to September 30, 2011.

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.

GuideMark^SM& GuidePath^SMFunds

EXPENSE EXAMPLE (Continued) (Unaudited)

September 30, 2011


Fund		Beginning Account Value April 29, 2011	Ending Account Value September 30, 2011			Annualized Expense Ratio¹ based on the period April 29, 2011– September 30, 2011	Expenses Paid During Period²April 29, 2011– September 30, 2011

INSTITUTIONAL SHARES

GuideMark^SMLarge Cap	Actual	$1,000.00		$	799.40	0.92%	$3.46
Growth Fund	Hypothetical³	$1,000.00		$	1,017.06	0.92%	$3.88

GuideMark^SMLarge Cap	Actual	$1,000.00		$	795.10	0.94%	$3.53
Value Fund	Hypothetical³	$1,000.00		$	1,016.97	0.94%	$3.96

GuideMark^SMSmall/Mid Cap	Actual	$1,000.00		$	731.40	1.13%	$4.09
Core Fund	Hypothetical³	$1,000.00		$	1,016.18	1.13%	$4.76

GuideMark^SMWorld	Actual	$1,000.00		$	745.10	0.38%	$1.39
ex-US Fund	Hypothetical³	$1,000.00		$	1,019.31	0.38%	$1.60

GuideMark^SMOpportunistic	Actual	$1,000.00		$	774.70	1.09%	$4.04
Equity Fund	Hypothetical³	$1,000.00		$	1,016.35	1.09%	$4.59

GuideMark^SMGlobal	Actual	$1,000.00		$	819.60	0.92%	$3.50
Real Return Fund	Hypothetical³	$1,000.00		$	1,017.06	0.92%	$3.88

GuideMark^SMCore	Actual	$1,000.00		$	1,038.10	0.70%	$2.98
Fixed Income Fund	Hypothetical³	$1,000.00		$	1,017.98	0.70%	$2.95

GuideMark^SMOpportunistic	Actual	$1,000.00		$	927.60	1.05%	$4.23
Fixed Income Fund	Hypothetical³	$1,000.00		$	1,016.51	1.05%	$4.43

SERVICE SHARES

GuidePath^SMStrategic	Actual	$1,000.00		$	787.00	1.01%	$3.77
Asset Allocation Fund	Hypothetical³	$1,000.00		$	1,020.82	1.01%	$4.27

GuidePath^SMTactical Constrained	Actual	$1,000.00		$	841.00	1.02%	$3.92
Asset Allocation Fund	Hypothetical³	$1,000.00		$	1,020.74	1.02%	$4.31

GuidePath^SMTactical Unconstrained	Actual	$1,000.00		$	865.00	1.14%	$4.44
Asset Allocation Fund	Hypothetical³	$1,000.00		$	1,020.23	1.14%	$4.81

GuidePath^SMAbsolute Return	Actual	$1,000.00		$	980.00	1.11%	$4.59
Asset Allocation Fund	Hypothetical³	$1,000.00		$	1,020.36	1.11%	$4.69


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 153/366 to reflect the one-half year period.
³	5% return before expenses.

GuideMark^SM& GuidePath^SMFunds

EXPENSE EXAMPLE (Continued) (Unaudited)

September 30, 2011


Fund		Beginning Account Value April 1, 2011	Ending Account Value September 30, 2011			Annualized Expense Ratio¹ based on the period April 1, 2011– September 30, 2011	Expenses Paid During Period²April 1, 2011– September 30, 2011

SERVICE SHARES

GuideMark^SMLarge Cap	Actual	$1,000.00		$	822.80	1.51%	$6.88
Growth Fund	Hypothetical³	$1,000.00		$	1,017.45	1.51%	$7.62

GuideMark^SMLarge Cap	Actual	$1,000.00		$	813.70	1.51%	$6.85
Value Fund	Hypothetical³	$1,000.00		$	1,017.45	1.51%	$7.62

GuideMark^SMSmall/Mid Cap	Actual	$1,000.00		$	752.80	1.63%	$7.14
Core Fund	Hypothetical³	$1,000.00		$	1,016.85	1.63%	$8.22

GuideMark^SMWorld	Actual	$1,000.00		$	755.90	1.59%	$7.06
ex-US Fund	Hypothetical³	$1,000.00		$	1,017.05	1.59%	$8.02

GuideMark^SMOpportunistic	Actual	$1,000.00		$	789.00	1.63%	$7.29
Equity Fund	Hypothetical³	$1,000.00		$	1,016.85	1.63%	$8.22

GuideMark^SMGlobal	Actual	$1,000.00		$	842.00	1.53%	$7.05
Real Return Fund	Hypothetical³	$1,000.00		$	1,017.35	1.53%	$7.72

GuideMark^SMCore	Actual	$1,000.00		$	1,049.30	1.28%	$6.56
Fixed Income Fund	Hypothetical³	$1,000.00		$	1,018.60	1.28%	$6.46

GuideMark^SMTax-Exempt	Actual	$1,000.00		$	1,068.80	1.29%	$6.67
Fixed Income Fund	Hypothetical³	$1,000.00		$	1,018.55	1.29%	$6.51

GuideMark^SMOpportunistic	Actual	$1,000.00		$	931.50	1.55%	$7.48
Fixed Income Fund	Hypothetical³	$1,000.00		$	1,017.25	1.55%	$7.82


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 183/366 to reflect the one-half year period.
³	5% return before expenses.

GuideMark^SMLarge Cap Growth Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2011


Number of Shares					Value

		COMMON STOCKS - 98.80%
		Aerospace & Defense - 2.24%
	32,383	Boeing Co.	$	1,959,495
	43,361	Honeywell International, Inc.		1,903,982

				3,863,477

		Biotechnology - 1.55%
	48,669	Amgen, Inc. (a)		2,674,362
		Communications Equipment - 6.60%
	509,313	Cisco Systems, Inc.		7,889,258
	4,915	F5 Networks, Inc. (a)		349,211
	47,761	Qualcomm, Inc.		2,322,618
	41,890	Riverbed Technology, Inc. (a)(b)		836,124

				11,397,211

		Computers & Peripherals - 19.53%
	32,646	Apple, Inc. (a)		12,444,002
	150,705	Dell, Inc. (a)		2,132,476
	277,304	EMC Corp. (a)(b)		5,820,611
	54,508	International Business Machines
		Corp. (b)		9,540,535
	57,508	NetApp, Inc. (a)(b)		1,951,822
	143,713	QLogic Corp. (a)(b)		1,822,281

				33,711,727

		Consumer Finance - 0.76%
	29,316	American Express Co. (b)		1,316,288

		Diversified Consumer Services - 1.00%
	43,736	Apollo Group, Inc. (a)		1,732,383

		Energy Equipment & Services - 3.73%
	20,346	Baker Hughes, Inc.		939,171
	31,749	Cameron International Corp. (a)(b)		1,318,853
	12,146	Core Laboratories NV		1,091,075
	35,425	Diamond Offshore Drilling, Inc. (b)		1,939,165
	32,543	Oceaneering International, Inc.		1,150,070

				6,438,334

		Health Care Equipment & Supplies - 2.32%
	6,845	Edwards Lifesciences Corp. (a)(b)		487,911
	89,923	Hologic, Inc. (a)		1,367,729
	5,918	Intuitive Surgical, Inc. (a)(b)		2,155,809

				4,011,449

		Health Care Providers & Services - 4.01%
	33,717	AmerisourceBergen Corp. (b)		1,256,633
	32,769	Cardinal Health, Inc. (b)		1,372,366
	12,570	Laboratory Corporation of
		America Holdings (a)(b)		993,658


Number of Shares					Value

		Health Care Providers & Services (Continued)
	71,653	UnitedHealth Group, Inc.	$	3,304,636

				6,927,293

		Hotels, Restaurants & Leisure - 1.14%
	9,886	Ctrip.com International,
		Ltd. - ADR (a)(b)		317,934
	44,045	Starbucks Corp.		1,642,438

				1,960,372

		Industrial Conglomerates - 1.86%
	153,150	General Electric Co.		2,334,006
	21,721	Tyco International Ltd. - ADR		885,131

				3,219,137

		Internet & Catalog Retail - 2.07%
	7,706	Amazon.com, Inc. (a)(b)		1,666,268
	4,252	Priceline.com, Inc. (a)		1,911,104

				3,577,372
		Internet Software & Services - 4.75%
	94,122	eBay, Inc. (a)		2,775,658
	4,582	Google, Inc. (a)		2,356,889
	66,316	IAC/InterActiveCorp (a)(b)		2,622,798
	9,308	Sohu.com, Inc. (a)(b)		448,645

				8,203,990

		IT Services - 0.57%
	15,786	Cognizant Technology Solutions
		Corp. (a)		989,782

		Life Sciences Tools & Services - 2.46%
	58,290	Bruker Corp. (a)(b)		788,664
	12,435	Life Technologies Corp. (a)		477,877
	39,516	Waters Corp. (a)(b)		2,983,063

				4,249,604

		Machinery - 5.34%
	41,784	Caterpillar, Inc. (b)		3,085,331
	15,145	Cummins, Inc.		1,236,741
	24,576	Dover Corp. (b)		1,145,242
	23,888	Joy Global, Inc. (b)		1,490,133
	35,726	Parker Hannifin Corp. (b)		2,255,382

				9,212,829

		Media - 3.45%
	31,286	DIRECTV (a)(b)		1,321,833
	103,357	News Corp. (b)		1,598,933
	60,517	Omnicom Group, Inc. (b)		2,229,446
	534,282	Sirius Xm Radio, Inc. (a)(b)		806,766

				5,956,978

See notes to financial statements.

GuideMark^SMLarge Cap Growth Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Number of Shares					Value

		COMMON STOCKS (Continued)
		Metals & Mining - 2.23%
	15,726	Cliffs Natural Resources, Inc. (b)	$	804,700
	33,892	Freeport-McMoran Copper &
		Gold, Inc.		1,032,011
	15,248	Rio Tinto Plc - ADR		672,132
	24,409	Teck Resources Ltd.		712,499
	10,339	Walter Energy, Inc. (b)		620,443

				3,841,785

		Oil & Gas - 6.57%
	20,358	Anadarko Petroleum Corp.		1,283,572
	13,546	BP Plc - ADR		488,604
	43,245	Canadian Natural Resource
		Ltd. - ADR		1,265,781
	54,631	Exxon Mobil Corp.		3,967,850
	29,314	Occidental Petroleum Corp. (b)		2,095,951
	57,338	Sandridge Energy, Inc. (a)(b)		318,799
	108,142	Valero Energy Corp. (b)		1,922,765

				11,343,322

		Pharmaceuticals - 0.54%
	18,151	Abbott Laboratories (b)		928,242

		Semiconductor & Semiconductor
		Equipment - 6.16%
	164,111	Altera Corp. (b)		5,174,420
	60,986	Analog Devices, Inc. (b)		1,905,812
	160,996	Intersil Corp. (b)		1,656,649
	69,316	Xilinx, Inc. (b)		1,902,031

				10,638,912

		Software - 12.50%
	44,742	Adobe Systems, Inc. (a)		1,081,414
	53,067	Autodesk, Inc. (a)		1,474,201
	38,651	BMC Software, Inc. (a)		1,490,382
	32,276	Check Point Software Technologies
		Ltd. - ADR (a)(b)		1,702,882
	22,374	Citrix Systems, Inc. (a)		1,220,054
	299,831	Microsoft Corp.		7,462,794
	211,667	Oracle Corp.		6,083,310
	25,385	Red Hat, Inc. (a)		1,072,770

				21,587,807


Number of Shares					Value

		Specialty Retail - 3.75%
	16,068	Bed Bath & Beyond, Inc. (a)	$	920,857
	10,217	PetSmart, Inc.		435,755
	24,755	Ross Stores, Inc. (b)		1,947,971
	10,105	Sherwin Williams Co. (b)		751,003
	22,760	The Buckle, Inc. (b)		875,350
	27,659	The TJX Companies, Inc. (b)		1,534,245

				6,465,181

		Textiles, Apparel & Luxury Goods - 2.92%
	28,508	Coach, Inc.		1,477,570
	14,864	Deckers Outdoor Corp. (a)(b)		1,386,217
	3,521	Fossil, Inc. (a)(b)		285,412
	12,964	Lululemon Athletica, Inc. (a)(b)		630,698
	9,743	Polo Ralph Lauren Corp. (b)		1,263,667

				5,043,564

		Wireless Telecommunication
		Services - 0.75%
	50,767	Vodafone Group Plc - ADR (b)		1,302,174

		Total Common Stocks
		(Cost $177,203,983)		170,593,575

		SHORT TERM INVESTMENTS - 0.04%
		Money Market Funds - 0.04%
	65,367	Federated Prime Obligations Fund
		Effective Yield, 0.13%		65,367

		Total Short Term Investments
		(Cost $65,367)		65,367

		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 38.16%
		Money Market Funds - 38.12%
	65,817,085	Mount Vernon Prime Portfolio
		Effective Yield, 0.21%		65,817,085
	20,508	Reserve Primary Fund (c)		792

		Total Money Market Funds
		(Cost $65,834,777)		65,817,877

See notes to financial statements.

GuideMark^SMLarge Cap Growth Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		Cash - 0.04%
$	59,866	Cash	$	59,866

		Total Cash (Cost $59,866)		59,866

		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $65,894,643)		65,877,743

		Total Investments
		(Cost $243,163,993) - 137.00%		236,536,685
		Liabilities in Excess of
		Other Assets - (37.00)%		(63,883,568)

		TOTAL NET ASSETS - 100.00%	$	172,653,117


Percentages are stated as a percent of net assets.
ADR - American Depositary Receipt
(a)	Non-income producing.
(b)	All or portion of this security is on loan.
(c)	As of September 30, 2011, the Fund has fair valued this security and deemed it illiquid. The value of this security was $792, which represents 0.00% of total net assets.

See notes to financial statements.

GuideMark^SMLarge Cap Value Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2011


Number of Shares					Value

		COMMON STOCKS - 96.52%
		Aerospace & Defense - 6.06%
	18,800	Goodrich Corp. (b)	$	2,268,784
	45,100	Honeywell International, Inc.		1,980,341
	30,900	ITT Corp. (b)		1,297,800
	46,700	L-3 Communications Holdings, Inc. (b)		2,893,999
	49,700	Raytheon Co.		2,031,239

				10,472,163

		Building Products - 0.70%
	170,400	Masco Corp. (b)		1,213,248

		Capital Markets - 1.45%
	34,200	Ameriprise Financial, Inc.		1,346,112
	35,800	State Street Corp.		1,151,328

				2,497,440

		Commercial Banks - 4.16%
	182,400	Fifth Third Bancorp (b)		1,842,240
	67,600	PNC Financial Services Group, Inc.		3,257,644
	86,600	Wells Fargo & Co.		2,088,792

				7,188,676

		Computers & Peripherals - 1.77%
	17,500	International Business Machines Corp. (b)		3,063,025

		Consumer Finance - 8.28%
	60,300	American Express Co. (b)		2,707,470
	128,300	Capital One Financial Corp. (b)		5,084,529
	119,400	Discover Financial Services		2,739,036
	303,400	SLM Corp.		3,777,330

				14,308,365

		Containers & Packaging - 0.49%
	29,900	Sonoco Products Co.		844,077

		Diversified Financial Services - 2.97%
	186,500	Bank of America Corp.		1,141,380
	70,980	Citigroup, Inc.		1,818,508
	72,100	JPMorgan Chase & Co.		2,171,652

				5,131,540

		Diversified Telecommunication Services - 2.08%
	83,600	AT&T, Inc. (b)		2,384,272
	32,800	Verizon Communications, Inc. (b)		1,207,040

				3,591,312


Number of Shares					Value

		Electric Utilities - 0.96%
	38,800	Pinnacle West Capital Corp.	$	1,666,072

		Electrical Equipment - 0.76%
	31,600	Emerson Electric Co.		1,305,396

		Electronic Equipment & Instruments - 1.92%
	114,400	Corning, Inc.		1,413,984
	93,800	Molex, Inc. (b)		1,910,706

				3,324,690

		Energy Equipment & Services - 1.20%
	75,600	Seadrill Ltd.		2,081,268

		Food & Staples Retailing - 2.64%
	72,600	CVS Caremark Corp. (b)		2,437,908
	64,800	Walgreen Co.		2,131,272

				4,569,180

		Gas Utilities - 0.58%
	15,300	Oneok, Inc.		1,010,412

		Health Care Equipment & Supplies - 2.97%
	42,400	Baxter International, Inc.		2,380,336
	82,900	Medtronic, Inc.		2,755,596

				5,135,932

		Health Care Providers & Services - 9.12%
	50,400	Cardinal Health, Inc. (b)		2,110,752
	46,800	CIGNA Corp.		1,962,792
	86,500	Coventry Health Care, Inc. (a)		2,492,065
	78,500	Omnicare, Inc. (b)		1,996,255
	83,300	UnitedHealth Group, Inc.		3,841,796
	51,400	Wellpoint, Inc.		3,355,392

				15,759,052

		Hotels, Restaurants & Leisure - 3.85%
	89,700	Carnival Corp. - ADR (b)		2,717,910
	156,600	International Game Technology		2,275,398
	76,300	Royal Caribbean Cruises Ltd. (a)(b)		1,651,132

				6,644,440

		Household Durables - 2.50%
	87,900	Stanley Black & Decker, Inc.		4,315,890

		Industrial Conglomerates - 1.78%
	132,900	General Electric Co.		2,025,396
	25,800	Tyco International Ltd. - ADR		1,051,350

				3,076,746

See notes to financial statements.

GuideMark^SMLarge Cap Value Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Number of Shares					Value

		COMMON STOCKS (Continued)
		Insurance - 2.92%
	15,300	Chubb Corp. (b)	$	917,847
	67,000	Willis Group Holdings Plc (b)		2,302,790
	96,800	XL Group Plc		1,819,840

				5,040,477

		IT Services - 0.80%
	90,300	The Western Union Co.		1,380,687

		Machinery - 2.99%
	46,000	Eaton Corp.		1,633,000
	57,400	Illinois Tool Works, Inc. (b)		2,387,840
	25,100	SPX Corp.		1,137,281

				5,158,121

		Metals & Mining - 0.28%
	51,200	Alcoa, Inc. (b)		489,984

		Multiline Retail - 0.58%
	20,400	Target Corp.		1,000,416

		Multi-Utilities - 3.02%
	101,900	CenterPoint Energy, Inc.		1,999,278
	74,100	MDU Resources Group, Inc.		1,421,979
	73,100	Xcel Energy, Inc. (b)		1,804,839

				5,226,096

		Office Electronics - 0.79%
	197,000	Xerox Corp. (b)		1,373,090

		Oil & Gas - 9.70%
	82,500	BP Plc - ADR (b)		2,975,775
	16,800	Chevron Corp. (b)		1,554,336
	49,800	ConocoPhillips		3,153,336
	73,500	Marathon Oil Corp.		1,586,130
	6,450	Marathon Petroleum Corp. (b)		174,537
	31,600	Murphy Oil Corp. (b)		1,395,456
	35,100	Occidental Petroleum Corp.		2,509,650
	16,700	Royal Dutch Shell Plc - ADR		1,027,384
	97,100	Spectra Energy Corp. (b)		2,381,863

				16,758,467

		Pharmaceuticals - 4.81%
	50,400	Johnson & Johnson (b)		3,210,984
	173,900	Pfizer, Inc.		3,074,552
	33,500	Sanofi Aventis - ADR (b)		1,098,800
	24,800	Teva Pharmaceutical Industries Ltd. - ADR		923,056

				8,307,392


Number of Shares					Value

		Professional Services - 0.57%
	16,000	The Dun & Bradstreet Corp. (b)	$	980,160

		Semiconductor & Semiconductor Equipment - 4.16%
	147,100	Applied Materials, Inc. (b)		1,522,485
	70,300	Intel Corp. (b)		1,499,499
	64,900	Microchip Technology, Inc. (b)		2,019,039
	80,800	Texas Instruments, Inc. (b)		2,153,320

				7,194,343

		Software - 1.34%
	93,000	Microsoft Corp.		2,314,770

		Specialty Retail - 0.44%
	27,400	Rent-A-Center, Inc.		752,130

		Textiles, Apparel & Luxury Goods - 1.06%
	73,500	Hanesbrands, Inc. (a)(b)		1,838,235

		Thrifts & Mortgage Finance - 0.87%
	126,700	New York Community Bancorp, Inc. (b)		1,507,730

		Tobacco - 5.37%
	66,800	Altria Group, Inc.		1,790,908
	17,500	Lorillard, Inc. (b)		1,937,250
	59,100	Philip Morris International, Inc.		3,686,658
	49,700	Reynolds American, Inc. (b)		1,862,756

				9,277,572

		Wireless Telecommunication Services - 0.58%
	38,800	Vodafone Group Plc - ADR (b)		995,220

		Total Common Stocks
		(Cost $184,771,401)		166,793,814
		REAL ESTATE INVESTMENT TRUSTS - 1.88%
		Real Estate Investment Trusts - 1.88%
	73,700	Annaly Capital Management, Inc. (b)		1,225,631
	16,900	Essex Property Trust, Inc. (b)		2,028,676

		Total Real Estate Investment Trusts
		(Cost $3,211,485)		3,254,307

See notes to financial statements.

GuideMark^SMLarge Cap Value Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Number of Shares					Value

		SHORT TERM INVESTMENTS - 1.16%
		Money Market Funds - 1.16%
		Federated Prime Obligations Fund
	2,003,994	Effective Yield, 0.13%	$	2,003,994

		Total Short Term Investments
		(Cost $2,003,994)		2,003,994

		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 40.31%
		Money Market Funds - 40.27%
	69,592,842	Mount Vernon Prime Portfolio
		Effective Yield, 0.21%		69,592,842
	23,460	Reserve Primary Fund (c)		906

		Total Money Market Funds
		(Cost $69,613,085)		69,593,748


Principal Amount					Value

		Cash - 0.04%
$	63,300	Cash	$	63,300

		Total Cash
		(Cost $63,300)		63,300

		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $69,676,385)		69,657,048

		Total Investments
		(Cost $259,663,265) - 139.87%		241,709,163

		Liabilities in Excess of
		Other Assets - (39.87)%		(68,903,323		)

		TOTAL NET ASSETS - 100.00%	$	172,805,840


Percentages are stated as a percent of net assets. ADR - American Depositary Receipt
(a)	Non-income producing.
(b)	All or portion of this security is on loan.
(c)	As of September 30, 2011, the Fund has fair valued this security and deemed it illiquid. The value of this security is $906, which represents 0.00% of total net assets.

See notes to financial statements.

GuideMark^SMSmall/Mid Cap Core Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2011


Number of Shares					Value

		COMMON STOCKS - 94.10%
		Aerospace & Defense - 2.73%
	19,880	BE Aerospace, Inc. (a)	$	658,227
	20,110	Triumph Group, Inc. (b)		980,161

				1,638,388

		Airlines - 0.47%
	4,600	Copa Holdings SA (b)		281,842

		Auto Components - 3.87%
	18,630	Autoliv, Inc. (b)		903,555
	61,630	Dana Holding Corp. (a)(b)		647,115
	30,200	Tenneco, Inc. (a)(b)		773,422

				2,324,092

		Beverages - 0.44%
	14,700	Constellation Brands, Inc. (a)		264,600

		Biotechnology - 4.46%
	37,900	Amarin Corp. Plc - ADR (a)		348,680
	14,410	Biomarin Pharmaceutical, Inc. (a)(b)		459,247
	64,380	Chelsea Therapeutics International
		Ltd. (a)(b)		234,987
	56,870	Idenix Pharmaceuticals, Inc. (a)(b)		283,781
	20,770	Onyx Pharmaceuticals, Inc. (a)		623,308
	8,820	Pharmasset, Inc. (a)(b)		726,503

				2,676,506

		Capital Markets - 5.94%
	39,040	FXCM, Inc. (b)		547,341
	118,550	GFI Group, Inc.		476,571
	61,900	Invesco Ltd.		960,069
	50,060	Investment Technology Group (a)		490,087
	104,670	MF Global Holdings Ltd. (a)(b)		432,287
	26,380	Waddell & Reed Financial, Inc.		659,764

				3,566,119

		Chemicals - 3.48%
	10,640	Airgas, Inc. (b)		679,045
	12,120	Ashland, Inc.		534,977
	1,830	CF Industries Holdings, Inc.		225,804
	8,960	Innospec, Inc. (a)		216,921
	12,850	Rockwood Holdings, Inc. (a)		432,916

				2,089,663

		Commercial Banks - 3.07%
	41,580	FirstMerit Corp.		472,349
	20,630	Iberiabank Corp. (b)		970,848
	120,760	Regions Financial Corp.		402,130

				1,845,327


Number of Shares					Value

		Commercial Services & Supplies - 1.69%
	11,790	Multi-Color Corp. (b)	$	266,336
	22,120	Waste Connections, Inc.		748,099

				1,014,435

		Communications Equipment - 2.24%
	21,620	ADTRAN, Inc.		572,065
	29,220	Ciena Corp. (a)		327,264
	25,400	Finisar Corp. (a)(b)		445,516

				1,344,845

		Computers & Peripherals - 1.01%
	23,600	Western Digital Corp. (a)		606,992

		Construction & Engineering - 0.92%
	23,340	KBR, Inc.		551,524

		Consumer Finance - 1.79%
	49,140	DFC Global Corp. (a)(b)		1,073,709

		Containers & Packaging - 1.00%
	12,300	Rock-Tenn Co.		598,764

		Diversified Financial Services - 0.69%
	29,680	Interactive Brokers Group, Inc.		413,442

		Diversified Telecommunication Services - 0.29%
	12,770	Cogent Communications Group,
		Inc. (a)(b)		171,757

		Electric Utilities - 2.54%
	46,520	AES Corp. (a)		454,035
	25,630	Portland General Electric Co.		607,175
	14,170	UIL Holdings Corp. (b)		466,618

				1,527,828

		Electrical Equipment - 0.85%
	15,400	AMETEK, Inc.		507,738

		Energy Equipment & Services - 2.12%
	8,450	Dril-Quip, Inc. (a)(b)		455,539
	7,180	Oil States International, Inc. (a)(b)		365,606
	10,820	Tidewater, Inc. (b)		454,981

				1,276,126

		Food Products - 1.24%
	46,380	Chiquita Brands International,
		Inc. (a)(b)		386,809
	84,570	Pilgrim’s Pride Corp. (a)(b)		361,114

				747,923

		Health Care Equipment & Supplies - 3.49%
	6,840	Analogic Corp.		310,604
	38,570	Conceptus, Inc. (a)		403,828

See notes to financial statements.

GuideMark^SMSmall/Mid Cap Core Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Number of Shares					Value

		COMMON STOCKS (Continued)
		Health Care Equipment & Supplies (Continued)
	13,960	DENTSPLY International, Inc. (b)	$	428,432
	37,420	Hologic, Inc. (a)		569,158
	8,090	Meridian Bioscience, Inc. (b)		127,337
	3,020	Orthofix International NV (a)		104,220
	3,650	Sirona Dental Systems, Inc. (a)		154,797

				2,098,376

		Health Care Providers & Services - 1.86%
	8,250	Hanger Orthopedic Group, Inc. (a)		155,843
	17,560	Omnicare, Inc. (b)		446,551
	7,820	Universal Health Services, Inc.		265,880
	6,580	Wellcare Health Plans, Inc. (a)		249,908

				1,118,182

		Hotels, Restaurants & Leisure - 2.06%
	14,730	Darden Restaurants, Inc. (b)		629,707
	21,290	Wyndham Worldwide Corp.		606,978

				1,236,685

		Household Products - 0.71%
	18,020	Spectrum Brands Holdings,
		Inc. (a)		425,632

		Industrial Conglomerates - 1.70%
	31,990	Carlisle Companies, Inc.		1,019,841

		Insurance - 3.78%
	15,640	American Equity Investment Life
		Holding Co. (b)		136,850
	20,780	Assurant, Inc.		743,924
	32,250	Delphi Financial Group, Inc. (b)		694,020
	22,600	Platinum Underwriters Holdings Ltd.		694,950

				2,269,744
		Internet Software & Services - 1.02%
	6,930	Equinix, Inc. (a)(b)		615,592

		IT Services - 1.70%
	35,400	Genpact Ltd. (a)		509,406
	50,250	Sapient Corp. (a)		509,535

				1,018,941

		Leisure Equipment & Products - 0.48%
	8,870	Hasbro, Inc.		289,251

		Life Sciences Tools & Services - 0.14%
	16,190	Sequenom, Inc. (a)(b)		82,407


Number of Shares					Value

		Machinery - 6.06%
	16,850	AGCO Corp. (a)	$	582,505
	28,400	Colfax Corp. (a)(b)		575,384
	30,650	Commercial Vehicle Group, Inc. (a)		201,370
	7,600	Flowserve Corp. (b)		562,400
	22,500	Kennametal, Inc.		736,650
	16,750	Navistar International Corp. (a)		538,010
	11,150	Nordson Corp.		443,101

				3,639,420

		Media - 2.37%
	83,730	Interpublic Group Cos., Inc.		602,856
	70,030	Regal Entertainment Group (b)		822,152

				1,425,008

		Metals & Mining - 1.94%
	6,710	Compass Minerals
		International, Inc.		448,094
	5,310	Royal Gold, Inc. (b)		340,159
	6,240	Walter Energy, Inc. (b)		374,462

				1,162,715

		Multiline Retail - 0.97%
	11,430	Family Dollar Stores, Inc.		581,330

		Multi-Utilities - 2.21%
	35,020	CMS Energy Corp. (b)		693,046
	13,320	OGE Energy Corp.		636,563

				1,329,609

		Oil & Gas - 3.96%
	10,150	Alpha Natural Resources, Inc. (a)		179,553
	14,810	Berry Petroleum Co. (b)		523,978
	17,110	Brigham Exploration Co. (a)		432,199
	4,670	Concho Resources, Inc. (a)(b)		332,224
	79,300	Kodiak Oil & Gas Corp. -
		ADR (a)(b)		413,153
	8,150	SM Energy Co. (b)		494,297

				2,375,404

		Personal Products - 0.90%
	13,290	Nu Skin Enterprises, Inc. (b)		538,511

		Pharmaceuticals - 1.19%
	19,520	Medicis Pharmaceutical Corp. (b)		712,090

		Real Estate - 1.39%
	16,080	Jones Lang Lasalle, Inc.		833,105

See notes to financial statements.

GuideMark^SMSmall/Mid Cap Core Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Number of Shares					Value

		COMMON STOCKS (Continued)
		Semiconductor & Semiconductor
		Equipment - 2.36%
	102,940	Advanced Micro Devices, Inc. (a)(b)	$	522,935
	23,100	Avago Technologies Ltd. (b)		756,987
	2,840	NetLogic Microsystems, Inc. (a)(b)		136,633

				1,416,555

		Software - 7.53%
	18,100	Check Point Software
		Technologies Ltd. - ADR (a)(b)		954,956
	95,000	Compuware Corp. (a)		727,700
	62,540	Demandtec, Inc. (a)(b)		409,012
	10,780	Pegasystems, Inc. (b)		329,976
	15,650	Rovi Corp. (a)(b)		672,637
	23,520	Solarwinds, Inc. (a)		517,910
	25,900	Sourcefire, Inc. (a)(b)		693,084
	19,400	Tangoe, Inc. (a)		219,414

				4,524,689

		Specialty Retail - 3.67%
	25,560	Dicks Sporting Goods, Inc. (a)		855,238
	24,980	Guess?, Inc.		711,680
	10,480	Tiffany & Co.		637,393

				2,204,311

		Water Utilities - 1.13%
	22,540	American Water Works Co., Inc.		680,257

		Wireless Telecommunication Services - 0.64%
	4,220	NII Holdings, Inc. (a)		113,729
	7,910	SBA Communications Corp. (a)		272,737

				386,466

		Total Common Stocks
		(Cost $67,322,054)		56,505,741

		REAL ESTATE
		INVESTMENT TRUSTS - 4.08%
		Real Estate Investment Trusts - 4.08%
	39,900	Douglas Emmett, Inc. (b)		682,290
	7,160	Essex Property Trust, Inc.		859,486
	26,140	Post Properties, Inc. (b)		908,104

		Total Real Estate Investment Trusts
		(Cost $2,728,111)		2,449,880


Number of Shares					Value

		SHORT TERM INVESTMENTS - 1.70%
		Money Market Funds - 1.70%
		Federated Prime Obligations Fund
	1,022,696	Effective Yield, 0.13%	$	1,022,696

		Total Short Term Investments
		(Cost $1,022,696)		1,022,696

		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 37.73%
		Money Market Funds - 37.70%
	22,638,990	Mount Vernon Prime Portfolio
		Effective Yield, 0.21%		22,638,990
	6,386	Reserve Primary Fund (c)		247

		Total Money Market Funds
		(Cost $22,644,497)		22,639,237


Principal Amount

		Cash - 0.03%
	$20,592	Cash		20,592

		Total Cash
		(Cost $20,592)		20,592

		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $22,665,089)		22,659,829

		Total Investments
		(Cost $93,737,950) - 137.61%		82,638,146
		Liabilities in Excess of
		Other Assets - (37.61)%		(22,585,018		)

		TOTAL NET
		ASSETS - 100.00%	$	60,053,128


Percentages are stated as a percent of net assets.
ADR - American Depositary Receipt
(a)	Non-income producing.
(b)	All or portion of this security is on loan.
(c)	As of September 30, 2011, the Fund has fair valued this security and deemed it illiquid. The value of this security is $247, which represents 0.00% of total net assets.

See notes to financial statements.

GuideMark^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2011


Number of Shares					Value

		COMMON STOCKS - 95.06%
		Argentina - 0.12%
	6,910	YPF SA - ADR (b)	$	236,391

		Australia - 5.96%
	80,000	Australia and New Zealand Banking Group Ltd.		1,484,893
	30,900	BHP Billiton Ltd.		1,023,111
	33,510	Commonwealth Bank of Australia		1,457,335
	27,130	CSL Ltd.		770,202
	120,500	Fortescue Metals Group Ltd.		503,331
	15,480	Macquarie Group Ltd.		334,769
	273,170	MAp Group		845,855
	23,200	Medusa Mining Ltd.		151,850
	37,140	Newcrest Mining Ltd.		1,224,175
	51,410	Oil Search Ltd.		277,139
	44,200	Origin Energy Ltd.		565,585
	22,275	QBE Insurance Group Ltd.		273,542
	2,990	Rio Tinto Ltd.		175,134
	44,620	Suncorp Group Ltd.		339,720
	128,460	Telstra Corp. Ltd.		382,582
	121,570	Treasury Wine Estates Ltd.		455,279
	19,102	Wesfarmers Ltd.		577,158
	97,730	Westfield Group (a)		724,735
	5,700	Worleyparsons Ltd.		142,224

				11,708,619

		Austria - 0.12%
	8,260	Verbund AG		237,723

		Belgium - 1.02%
	126,100	Ageas		217,160
	13,800	Anheuser-Busch InBev NV		732,490
	9,840	KBC Groep NV		227,016
	22,910	Umicore SA		830,545

				2,007,211

		Bermuda - 0.29%
	403,000	COSCO Pacific Ltd.		445,820
	122,000	Noble Group Ltd.		121,715
				567,535

		Brazil - 2.36%
	36,900	Banco Bradesco SA		443,526
	49,950	Banco do Estado do Rio Grande do Sul		419,471
	24,400	BM&FBovespa SA		112,510


Number of Shares					Value

		Brazil (Continued)
	26,200	Cia de Saneamento Basico do Estado de Sao Paulo	$	609,487
	58,200	Drogasil SA		346,368
	19,800	Iguatemi Empresa de Shopping Centers SA		328,026
	16,800	Marisa Lojas SA		193,800
	38,600	OGX Petroleo e Gas Participacoes SA (a)		237,933
	64,500	PDG Realty SA Empreendimentos e Participacoes		207,882
	63,400	Petroleo Brasileiro SA		703,040
	17,310	Telecomunicacoes de Sao Paulo SA (a)		457,549
	70,190	Tim Participacoes SA		324,026
	10,759	Tim Participacoes SA - ADR (b)		253,482

				4,637,100

		Canada - 8.42%
	20,300	Alimentation Couche Tard, Inc. (a)		569,539
	22,900	Bank of Montreal (a)		1,282,129
	38,100	Bombardier, Inc. - Class B (a)		133,435
	25,900	Brookfield Office Properties, Inc. (a)		358,136
	25,000	Canadian Oil Sands Ltd. (a)		486,449
	5,900	Cenovus Energy, Inc. (a)		181,690
	20,100	Dollarama, Inc. (a)		696,278
	14,700	Eldorado Gold Corp. (a)		253,206
	50,000	European Goldfields Ltd. (a)		396,507
	30,900	First Quantum Minerals Ltd.		411,351
	2,800	Goldcorp, Inc. (a)		128,444
	24,200	Goldcorp, Inc. - ADR		1,104,488
	19,500	Industrial Alliance Insurance & Financial Services, Inc. (a)		576,124
	11,300	Intact Financial Corp. (a)		620,373
	13,600	Manulife Financial Corp. (a)		154,961
	5,200	National Bank of Canada		346,816
	7,616	NovaTek OAO (a)		874,381
	11,400	Open Text Corp. (a)		595,946
	26,600	Petrominerales Ltd. (a)		522,913
	1,700	Potash Corp. of Saskatchewan, Inc. (a)		73,814
	16,600	Potash Corp. of Saskatchewan, Inc. - ADR		717,452
	16,600	Potash Corp. of Saskatchewan, Inc. - ADR		717,452
	6,800	Research In Motion Ltd. (a)		138,609
	11,600	Rogers Communications, Inc.		396,836
	1,600	Rogers Communications, Inc. - Class B		54,769

See notes to financial statements.

GuideMark^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Number of Shares					Value

		COMMON STOCKS (Continued)
		Canada (Continued)
	16,800	Silver Wheaton Corp. (a)	$	496,032
	46,100	Suncor Energy, Inc. (a)		1,177,246
	60,000	Talisman Energy, Inc. (a)		737,475
	25,600	Toronto-Dominion Bank (a)		1,822,220
	21,500	TransCanada Corp. (a)		872,803
	10,100	Valeant Pharmaceuticals International, Inc. (a)		376,473

				16,556,895

		Cayman Islands - 1.01%
	4,100	Baidu, Inc. - ADR (a)(b)		438,331
	122,000	China Mengniu Dairy Co. Ltd.		373,283
	91,000	Lifestyle International Holdings Ltd.		230,864
	223,000	Sands China Ltd. (a)		521,748
	20,000	Tencent Holdings Ltd.		414,842

				1,979,068

		Chile - 0.13%
	72,700	Empresas CMPC SA		250,592

		China - 0.72%
	194,000	Anhui Expressway Co.		97,624
	1,300,000	China Construction Bank Corp.		786,286
	57,000	Jiangxi Copper Co.		98,909
	19,000	Ping An Insurance Group Co.		106,235
	10,800	Yantai Changyu Pioneer Wine Co. Ltd. - Class B (a)		115,965
	10,800	Yantai Changyu Pioneer Wine Co. Ltd. - Class B (a)		115,965
	126,000	Zhaojin Mining Industry Co. Ltd.		209,596

				1,414,615

		Czech Republic - 0.19%
	2,000	Komercni Banka AS		370,939

				370,939

		Denmark - 1.24%
	3,465	Carlsberg A/S		205,333
	40,775	Danske Bank A/S (a)		570,287
	13,645	Novo Nordisk A/S		1,360,873
	4,000	William Demant Holding A/S (a)		300,871

				2,437,364

		Finland - 0.27%
	21,300	Sampo OYJ		535,001


Number of Shares					Value

		France - 5.82%
	6,995	Air Liquide SA	$	816,845
	70,090	Alcatel-Lucent (a)		203,225
	17,360	Alstom SA		571,811
	4,200	Arkema SA		243,217
	35,850	AXA SA		466,403
	24,050	BNP Paribas SA		948,111
	9,105	Cap Gemini SA		302,727
	2,425	Christian Dior SA		271,507
	2,900	Cie Generale d’Optique Essilor International SA		208,547
	19,100	Danone		1,174,137
	3,980	Iliad SA		444,623
	5,760	LVMH Moet Hennessy Louis Vuitton SA		760,320
	4,850	PPR		626,915
	14,830	Safran SA		453,662
	31,026	Sanofi-Aventis SA		2,040,786
	11,020	Schneider Electric SA		589,740
	26,643	Societe Generale SA		697,453
	1,600	Vallourec SA		91,627
	12,480	Vinci SA		535,290

				11,446,946

		Germany - 5.51%
	6,200	Adidas AG		377,306
	8,580	Allianz SE		804,195
	11,890	Bayer AG		656,134
	8,540	Bayerische Motoren Werke AG		564,162
	10,300	Deutsche Boerse AG (a)		520,927
	76,700	Deutsche Telekom AG		900,291
	15,300	E.ON AG		331,949
	9,680	GEA Group AG		225,957
	6,972	HeidelbergCement AG		253,287
	5,600	K&S AG		296,952
	10,720	Lanxess AG		514,236
	5,124	Linde AG		685,658
	3,035	MAN SE		235,262
	17,800	ProSiebenSat.1 Media AG		312,984
	25,462	SAP AG		1,295,561
	14,860	Siemens AG		1,336,957
	14,050	ThyssenKrupp AG		345,227
	8,364	Volkswagen AG		1,103,780
	725	Wacker Chemie AG		64,365

				10,825,190

See notes to financial statements.

GuideMark^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Number of Shares					Value

		COMMON STOCKS (Continued)
		Hong Kong - 3.61%
	134,200	AIA Group Ltd.	$	380,046
	221,000	Belle International Holdings Ltd.		381,003
	40,000	Cheung Kong Holdings Ltd.		433,625
	59,000	Cheung Kong Infrastructure Holdings Ltd.		343,727
	492,000	China Medical System Holdings Ltd.		327,267
	80,136	China Merchants Holdings International Co. Ltd.		214,862
	296,000	China Telecom Corp.		185,363
	456,000	China Unicom Hong Kong Ltd.		927,100
	71,000	China Yurun Food Group Ltd.		75,099
	384,000	CNOOC Ltd.		617,432
	64,000	Henderson Land Development Co. Ltd.		287,334
	77,000	Hongkong Electric Holdings Ltd.		589,120
	233,000	Huabao International Holdings Ltd.		189,604
	42,000	Hutchison Whampoa Ltd.		310,819
	1,110,000	Industrial & Commercial Bank of China		536,005
	138,000	Kunlun Energy Co Ltd		189,908
	34,000	Swire Pacific Ltd.		349,346
	850,000	TCC International Holdings Ltd.		310,618
	90,000	Wharf Holdings Ltd.		444,031

				7,092,309

		Indonesia - 0.77%
	670,000	Bank Mandiri Tbk PT		473,684
	727,000	Bank Rakyat Indonesia Persero Tbk PT		476,017
	347,000	Indosat Tbk PT		205,258
	1,630,000	Tower Bersama Infrastructure Tbk PT		367,605

				1,522,564

		Israel - 0.17%
	40,740	Mizrahi Tefahot Bank Ltd.		334,654

		Italy - 1.35%
	71,400	Enel S.p.A.		315,174
	28,400	Eni S.p.A.		499,632
	55,340	Fiat Industrial S.p.A. (a)		413,511
	22,100	Pirelli & Co. S.p.A.		157,195
	36,040	Saipem S.p.A.		1,264,906

				2,650,418


Number of Shares					Value

		Japan - 15.83%
	7,600	ABC-Mart, Inc.	$	292,146
	17,000	Air Water, Inc.		210,126
	7,500	Aisin Seiki Co. Ltd.		249,716
	36,000	Asahi Glass Co. Ltd.		351,476
	52,000	Asahi Kasei Corp.		311,643
	15,600	Astellas Pharma, Inc.		588,852
	23,200	Bridgestone Corp.		526,401
	10,600	Canon, Inc.		481,304
	24,000	Chiyoda Corp.		233,981
	20,100	Chubu Electric Power Co., Inc.		376,456
	11,000	Coca-Cola West Co. Ltd.		211,001
	92	CyberAgent, Inc.		245,715
	11,000	Daihatsu Motor Co.		199,596
	6,800	Dena Co. Ltd.		284,862
	12,600	Denso Corp.		405,054
	23,100	Elpida Memory, Inc. (a)		144,482
	5,200	FANUC Corp.		716,279
	31,000	Fuji Heavy Industries Ltd.		182,017
	6,700	FUJIFILM Holdings Corp.		155,711
	28,000	Fujitsu Ltd.		132,044
	13,000	Gree, Inc.		396,466
	2,500	Hirose Electric Co. Ltd.		232,408
	9,000	Hitachi High-Technologies Corp.		180,603
	63,000	Hitachi Ltd.		312,736
	16,000	Hitachi Metals Ltd.		184,244
	33,900	Honda Motor Co. Ltd.		993,096
	17,200	Hoya Corp.		398,774
	55	Inpex Corp.		337,760
	50,300	ITOCHU Corp.		480,658
	242	Japan Tobacco, Inc.		1,131,969
	17,000	JS Group Corp.		475,912
	20,400	JSR Corp.		350,997
	31,000	Kamigumi Co. Ltd.		276,708
	98	KDDI Corp.		674,667
	17,000	Kubota Corp.		138,636
	2,800	Lawson, Inc.		158,494
	6,800	Makita Corp.		242,031
	45,000	Marubeni Corp.		251,278
	24,000	Mitsubishi Chemical Holdings Corp.		162,763
	35,900	Mitsubishi Corp.		730,911
	25,000	Mitsubishi Electric Corp.		221,447
	31,000	Mitsubishi Estate Co. Ltd.		502,839
	10,000	Mitsubishi Tanabe Pharma Corp.		185,915
	155,000	Mitsubishi UFJ Financial Group, Inc.		711,396

See notes to financial statements.

GuideMark^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Number of Shares					Value

		COMMON STOCKS (Continued)
		Japan (Continued)
	4,850	Mitsubishi UFJ Lease & Finance Co. Ltd.	$	193,609
	44,400	Mitsui & Co. Ltd.		643,146
	57,000	Mitsui Chemicals, Inc.		190,653
	27,000	Mitsui Fudosan Co., Ltd.		426,524
	17,000	NHK Spring Co. Ltd.		150,209
	9,000	Nikon Corp.		212,301
	9,000	Nippon Electric Glass Co. Ltd.		81,783
	14,800	Nippon Telegraph & Telephone Corp.		709,041
	5,900	Nitto Denko Corp.		232,204
	5,500	NKSJ Holdings, Inc.		122,097
	9,700	NOK Corp.		175,487
	25,000	NSK Ltd.		183,724
	178	NTT DoCoMo, Inc.		324,325
	58,000	Obayashi Corp.		286,489
	7,380	ORIX Corp.		579,237
	9,900	Panasonic Corp.		95,686
	39,750	Promise Co. Ltd. (a)		333,267
	566	Rakuten, Inc.		659,416
	20,000	Rohto Pharmaceutical Co. Ltd.		261,216
	40,000	Sekisui House Ltd.		374,813
	24,300	Seven & I Holdings Co. Ltd.		681,131
	3,000	Shimano, Inc.		158,793
	10,700	Shin-Etsu Chemical Co. Ltd.		524,874
	2,400	SMC Corp.		350,789
	18,800	Softbank Corp.		550,089
	21,000	Sony Financial Holdings, Inc.		320,622
	10,600	Start Today Co. Ltd.		229,679
	22,000	Sumitomo Heavy Industries Ltd.		112,505
	56,100	Sumitomo Mitsui Financial Group, Inc.		1,580,650
	17,200	T&D Holdings, Inc.		162,050
	18,700	Takeda Pharmaceutical Co., Ltd.		886,908
	6,300	TDK Corp.		219,766
	5,900	Terumo Corp.		307,062
	5,200	Tokyo Electron Ltd.		235,871
	54,000	Tokyu Corp.		271,359
	26,000	Toray Industries, Inc.		182,082
	102,000	Toshiba Corp.		416,104
	6,700	Toyo Seikan Kaisha Ltd.		101,396
	7,000	Toyo Suisan Kaisha Ltd.		191,975
	36,100	Toyota Motor Corp.		1,237,479
	40,000	Ube Industries Ltd.		132,930

				31,120,911


Number of Shares					Value

		Jersey - 1.24%
	104,760	Resolution Ltd.	$	401,428
	50,740	Shire Plc		1,582,311
	27,740	United Business Media Ltd.		192,885
	10,600	Wolseley Plc		263,007

				2,439,631

		Luxembourg - 0.19%
	18,260	Ternium SA - ADR (b)		380,356

		Malaysia - 0.38%
	310,500	Axiata Group Berhad		444,094
	199,000	IJM Corp. Berhad		309,574

				753,668

		Mexico - 0.64%
	423,200	America Movil SAB de CV		467,189
	85,800	Grupo Modelo SAB de CV		484,914
	133,300	Wal-Mart de Mexico SAB de CV		305,654

				1,257,757

		Netherlands - 2.45%
	138,800	Aegon NV (a)		562,607
	3,900	Akzo Nobel NV		172,097
	6,200	ASML Holding NV		214,386
	7,760	Gemalto NV		369,012
	111,000	ING Groep NV (a)		782,976
	30,016	Koninklijke Philips Electronics NV		538,545
	32,500	Reed Elsevier NV		357,386
	57,549	Unilever NV		1,821,615

				4,818,624

		Nigeria - 0.08%
	39,265	Guaranty Trust Bank Plc - ADR (a)		157,661
		Norway - 0.99%
	23,280	Aker Solutions ASA		223,007
	2,380	Kvaerner Asa (a)		3,150
	79,400	Storebrand ASA		399,630
	72,420	Telenor ASA		1,116,949
	5,270	Yara International ASA		201,054

				1,943,790

		Peru - 0.16%
	8,240	Cia de Minas Buenaventura SA - ADR (b)		310,978

		Portugal - 0.30%
	32,000	Galp Energia SGPS SA		584,383

See notes to financial statements.

GuideMark^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Number of Shares					Value

		COMMON STOCKS (Continued)
		Republic of Korea - 4.12%
	32,150	Hynix Semiconductor, Inc.	$	567,322
	3,300	Hyundai Department Store Co. Ltd.		461,718
	7,354	Hyundai Motor Co.		1,285,610
	9,510	Kia Motors Corp.		567,102
	53,570	Korean Reinsurance Co.		614,885
	1,358	LG Household & Health Care Ltd.		610,455
	1,000	Orion Corp.		437,163
	2,528	POSCO		779,039
	2,237	Samsung Electronics Co. Ltd.		1,562,000
	3,200	Samsung Engineering Co. Ltd.		617,814
	17,320	Shinhan Financial Group Co. Ltd.		603,890

				8,106,998

		Russian Federation - 1.18%
	11,800	Gazprom OAO (a)		114,342
	61,370	Gazprom OAO - ADR (a)		586,083
	4,910	Lukoil OAO (a)(c)		238,135
	211,540	Sberbank of Russia (a)		457,655
	13,670	Sistema JSFC (a)		190,104
	229,920	TNK-BP Holding (a)		578,907
	4,470	Uralkali OJSC (a)		152,562

				2,317,788

		Singapore - 0.96%
	60,000	DBS Group Holdings Ltd.		538,023
	39,500	Keppel Corp. Ltd.		231,638
	80,000	Keppel Land Ltd.		156,260
	195,000	Singapore Telecommunications Ltd.		470,053
	38,581	United Overseas Bank Ltd.		496,105

				1,892,079

		South Africa - 1.47%
	57,230	African Bank Investments Ltd.		232,805
	31,060	AngloGold Ashanti Ltd.		1,287,713
	11,390	Naspers Ltd.		491,880
	9,900	Shoprite Holdings Ltd.		138,628
	30,100	The Foschini Group Ltd.		315,613
	16,100	Tiger Brands Ltd.		417,332

				2,883,971

		Spain - 1.34%
	91,371	Banco Bilbao Vizcaya Argentaria SA		756,518
	57,140	Banco Santander Central Hispano SA		467,169
	20,400	Gas Natural SDG SA		346,903
	12,540	Inditex SA		1,070,478

				2,641,068


Number of Shares					Value

		Sweden - 1.02%
	18,500	Assa Abloy AB	$	380,628
	17,400	Elekta AB		654,580
	1,605	Modern Times Group AB		64,315
	95,210	Telefonaktiebolaget LM Ericsson		914,208

				2,013,731

		Switzerland - 6.02%
	18,043	Cie Financiere Richemont SA		803,732
	6,305	Kuehne & Nagel International AG		707,629
	71,356	Nestle SA		3,928,341
	14,300	Roche Holding AG		2,309,623
	3,885	Schindler Holding AG		411,825
	3,758	Swisscom AG		1,528,873
	19,165	Transocean Ltd.		924,029
	105,810	UBS AG (a)		1,210,315

				11,824,367

		Taiwan - 1.72%
	498,359	Advanced Semiconductor Engineering, Inc.		424,910
	132,000	Catcher Technology Co. Ltd.		755,754
	191,000	Formosa Plastics Corp.		503,506
	81,500	Hon Hai Precision Industry Co. Ltd.		181,617
	16,800	HTC Corp.		368,876
	506,000	Taiwan Semiconductor Manufacturing Co. Ltd.		1,138,885

				3,373,548

		Taiwan, Province of China - 0.24%
	68,000	Nan Ya Plastics Corp.		146,015
	120,600	Taiwan Mobile Co. (c)		327,971

				473,986

		Thailand - 1.33%
	39,100	Bangkok Bank		184,904
	47,950	Banpu Pcl		803,302
	174,000	CP ALL Pcl		267,097
	86,000	PTT Chemical Pcl		271,676
	11,400	Siam Cement Pcl		113,636
	78,200	Siam Commercial Bank Pcl (a)		264,507
	297,700	Total Access Communication Pcl		704,126

				2,609,248

		Turkey - 0.48%
	70,511	Aygaz AS		363,221
	79,900	Turkiye Garanti Bankasi AS		309,197
	139,680	Turkiye Vakiflar Bankasi Tao		278,425

				950,843

See notes to financial statements.

GuideMark^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Number of Shares					Value

		COMMON STOCKS (Continued)
		United Kingdom - 13.84%
	16,490	AMEC Plc	$	208,070
	25,340	Anglo American Plc		871,978
	46,530	ARM Holdings Plc		397,909
	108,900	Aviva Plc		512,145
	431,960	Barclays Plc		1,059,324
	86,450	BG Group Plc		1,654,539
	3,468	BHP Billiton Plc		92,644
	132,546	BP Plc		794,706
	43,500	British American Tobacco Plc		1,836,807
	46,740	British Sky Broadcasting Group Plc		481,384
	137,200	BT Group Plc		367,742
	20,780	Burberry Group Plc		377,351
	80,900	Carphone Warehouse Group Plc		424,916
	55,400	Diageo Plc		1,056,295
	28,900	Experian Plc		324,423
	67,060	GlaxoSmithKline Plc		1,383,794
	260,000	HSBC Holdings Plc		1,991,425
	30,300	ICAP Plc		193,136
	22,660	IG Group Holdings Plc		157,037
	165,490	International Power Plc		785,595
	223,100	ITV Plc (a)		204,055
	23,983	Johnson Matthey Plc		588,269
	912,500	Lloyds Banking Group Plc (a)		489,882
	115,030	National Grid Plc		1,140,182
	2,500	Next Plc		98,012
	15,460	Pearson Plc		272,702
	6,623	Rio Tinto Plc		293,719
	36,800	Rolls-Royce Holdings Plc (a)		338,294
	115,320	Royal Dutch Shell Plc		3,571,664
	15,589	SABMiller Plc		508,656
	21,100	Smith & Nephew Plc		189,803
	196,070	TalkTalk Telecom Group Plc		383,738
	32,640	Unilever Plc		1,022,423
	870,790	Vodafone Group Plc		2,244,279
	48,200	William Hill Plc		169,065
	57,810	Xstrata Plc		730,009

				27,215,972

		Total Common Stocks
		(Cost $226,148,759)		186,882,492


Number of Shares					Value

		INVESTMENT COMPANIES - 1.85%
		Exchange Traded Funds - 1.85%
	200,000	PowerShares India Portfolio	$	3,644,000

		Total Investment Companies
		(Cost $4,840,940)		3,644,000

		PREFERRED STOCKS - 1.24%
		Brazil - 1.24%
	27,300	Banco Bradesco SA		400,008
	29,700	Itau Unibanco Holding SA		458,867
	51,300	Marcopolo SA		188,257
	29,100	Petroleo Brasileiro SA		295,604
	52,300	Vale SA		1,090,366

		Total Preferred Stocks
		(Cost $3,430,498)		2,433,102

		REAL ESTATE INVESTMENT TRUSTS - 0.56%
		France - 0.31%
	3,400	Unibail-Rodamco SE		606,683

		United Kingdom - 0.25%
	55,775	British Land Co. Plc		410,833
	17,500	Capital Shopping Centres Group Plc		88,737

				499,570

		Total Real Estate Investment Trusts
		(Cost $1,285,866)		1,106,253

		RIGHTS - 0.01%
		Spain - 0.01%
	91,371	Banco Bilbao Vizcaya Argentaria SA		13,466

		Total Rights (Cost $0)		13,466

		SHORT TERM INVESTMENTS - 1.72%
		Money Market Funds - 1.72%
	3,371,563	Federated Prime Obligations Fund
		Effective Yield, 0.13%		3,371,563

		Total Short Term Investments
		(Cost $3,371,563)		3,371,563

See notes to financial statements.

GuideMark^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Number of Shares					Value

		INVESTMENTS PURCHASED AS SECURITIES
		LENDING COLLATERAL - 0.67%
		Money Market Funds - 0.67%
	1,305,732	Mount Vernon Prime Portfolio
		Effective Yield, 0.21%	$	1,305,732
	5,588	Reserve Primary Fund (c)		216

		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $1,310,555)		1,305,948

		Total Investments
		(Cost $240,388,181) - 101.10%		198,756,824
		Liabilities in Excess of Other
		Assets - (1.10)%		(2,168,346		)

		TOTAL NET ASSETS - 100.00%	$	196,588,478


Percentages are stated as a percent of net assets.
ADR - American Depositary Receipt
(a)	Non-income producing.
(b)	All or portion of this security is on loan.
(c)	As of September 30, 2011, the Fund has fair valued these securities and deemed them illiquid. The aggregate value of these securities was $566,322, which represents 0.29% of total net assets.

See notes to financial statements.

GuideMark^SMOpportunistic Equity Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2011


Number of Shares					Value

		COMMON STOCKS - 91.17%
		Aerospace & Defense - 5.26%
	17,810	BE Aerospace, Inc. (a)(b)	$	589,689
	21,220	Hexcel Corp. (a)(b)		470,235
	37,000	ITT Corp.		1,554,000
	5,295	Precision Castparts Corp. (b)		823,161
	61,000	Textron, Inc. (b)		1,076,040
	35,935	United Technologies Corp.		2,528,387

				7,041,512

		Air Freight & Logistics - 0.87%
	13,469	Expeditors International of
		Washington, Inc.		546,168
	9,170	Fedex Corp.		620,626

				1,166,794

		Airlines - 1.21%
	200,890	Southwest Airlines Co.		1,615,156

		Auto Components - 0.45%
	23,390	Tenneco, Inc. (a)(b)		599,018

		Automobiles - 0.46%
	23,127	General Motors Co. (a)(b)		466,703
	6,061	Tesla Motors, Inc. (a)(b)		147,828

				614,531

		Beverages - 0.84%
	18,190	PepsiCo, Inc.		1,125,961

		Biotechnology - 1.68%
	16,170	Celgene Corp. (a)(b)		1,001,246
	15,340	Gilead Sciences, Inc. (a)(b)		595,192
	14,800	Vertex Pharmaceuticals, Inc. (a)(b)		659,192

				2,255,630

		Capital Markets - 0.13%
	14,224	Jefferies Group, Inc. (b)		176,520

		Chemicals - 2.46%
	17,500	Air Products and Chemicals, Inc.		1,336,475
	14,800	Celanese Corp. (b)		481,444
	9,230	International Flavors &
		Fragrances, Inc.		518,911
	18,890	The Dow Chemical Co.		424,269
	15,710	Westlake Chemical Corp. (b)		538,539

				3,299,638


Number of Shares					Value

		Commercial Banks - 5.35%
	43,517	BB&T Corp. (b)	$	928,218
	14,722	City National Corp. (b)		555,903
	16,124	Columbia Banking System, Inc.		230,896
	105,565	First Horizon National Corp. (b)		629,167
	58,605	Fulton Financial Corp.		448,328
	27,291	PNC Financial Services Group, Inc.		1,315,153
	59,570	U.S. Bancorp (b)		1,402,278
	68,705	Wells Fargo & Co.		1,657,164

				7,167,107

		Communications Equipment - 2.38%
	76,610	Cisco Systems, Inc.		1,186,689
	31,000	Motorola Solutions, Inc. (a)		1,298,900
	14,340	Qualcomm, Inc.		697,354

				3,182,943

		Computers & Peripherals - 2.55%
	7,579	Apple, Inc. (a)		2,888,963
	24,950	EMC Corp. (a)(b)		523,701

				3,412,664

		Containers & Packaging - 0.28%
	8,680	Greif, Inc.		372,285

		Diversified Financial Services - 2.47%
	153,000	Bank of America Corp.		936,360
	38,000	Citigroup, Inc. (b)		973,560
	46,220	JPMorgan Chase & Co.		1,392,146

				3,302,066

		Electrical Equipment - 1.05%
	7,687	Roper Industries, Inc.		529,711
	32,971	Sensata Technologies Holding NV (a)		872,413

				1,402,124

		Energy Equipment & Services - 2.01%
	27,115	Exterran Holdings, Inc. (a)(b)		263,558
	28,572	Halliburton Co.		872,018
	22,761	National Oilwell Varco, Inc. (b)		1,165,818
	31,800	Weatherford International Ltd. (a)(b)		388,278

				2,689,672

		Food & Staples Retailing - 2.25%
	73,240	Sysco Corp. (b)		1,896,916
	21,505	Wal-Mart Stores, Inc. (b)		1,116,109

				3,013,025

See notes to financial statements.

GuideMark^SMOpportunistic Equity Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Number of Shares					Value

		COMMON STOCKS (Continued)
		Food Products - 3.87%
	86,100	Conagra Foods, Inc.	$	2,085,342
	44,915	General Mills, Inc. (b)		1,727,880
	1,385	Green Mountain Coffee Roasters,
		Inc. (a)(b)		128,722
	9,590	Hershey Co. (b)		568,111
	8,825	Ralcorp Holdings, Inc. (a)		676,966

				5,187,021

		Health Care Equipment & Supplies - 5.06%
	30,445	Baxter International, Inc.		1,709,182
	52,300	Carefusion Corp. (a)		1,252,585
	21,820	DENTSPLY International, Inc. (b)		669,656
	13,620	Hill-Rom Holdings, Inc. (b)		408,872
	3,067	Intuitive Surgical, Inc. (a)(b)		1,117,247
	48,745	Medtronic, Inc.		1,620,284

				6,777,826

		Health Care Providers & Services - 1.17%
	34,110	UnitedHealth Group, Inc.		1,573,153
		Hotels, Restaurants & Leisure - 3.08%
	866	Chipotle Mexican Grill, Inc. (a)(b)		262,355
	12,705	McDonald’s Corp.		1,115,753
	5,882	Panera Bread Co. (a)		611,375
	15,840	Penn National Gaming, Inc. (a)		527,314
	6,785	Vail Resorts, Inc. (b)		256,405
	130,299	Wendys Co. (b)		598,072
	6,530	Wynn Resorts Ltd.		751,472

				4,122,746

		Household Products - 1.05%
	22,195	Procter & Gamble Co. (b)		1,402,280

		Industrial Conglomerates - 2.17%
	14,425	3M Co. (b)		1,035,571
	122,900	General Electric Co. (b)		1,872,996

				2,908,567

		Insurance - 4.57%
	26,075	Arch Capital Group Ltd. (a)		852,001
	32,440	Assurant, Inc.		1,161,352
	149,540	Assured Guaranty Ltd. (b)		1,643,445
	40,660	Prudential Financial, Inc.		1,905,327
	11,390	Travelers Companies, Inc.		555,035

				6,117,160


Number of Shares					Value

		Internet & Catalog Retail - 0.89%
	2,947	Amazon.com, Inc. (a)(b)	$	637,230
	4,968	Homeaway, Inc. (a)(b)		167,024
	849	Priceline.com, Inc. (a)		381,591

				1,185,845

		Internet Content/Information - 0.16%
	13,676	Bankrate, Inc. (a)		208,012

		Internet Software & Services - 0.93%
	1,540	Google, Inc. (a)		792,145
	5,400	Mercadolibre, Inc. (b)		290,250
	3,552	OpenTable, Inc. (a)(b)		163,428

				1,245,823

		IT Services - 2.13%
	6,980	Alliance Data Systems Corp. (a)(b)		647,046
	9,630	International Business Machines
		Corp. (b)		1,685,539
	1,650	Mastercard, Inc. (b)		523,314

				2,855,899

		Machinery - 3.04%
	12,070	Danaher Corp.		506,216
	31,890	Dover Corp.		1,486,074
	15,700	Idex Corp. (b)		489,212
	25,265	Illinois Tool Works, Inc. (b)		1,051,024
	8,460	Parker Hannifin Corp.		534,080

				4,066,606

		Media - 0.78%
	46,000	The Madison Square Garden Co. (a)		1,048,800

		Metals & Mining - 3.40%
	37,000	Anglogold Ashanti Ltd. - ADR (b)		1,530,320
	48,000	Newmont Mining Corp. (b)		3,019,200

				4,549,520

		Multiline Retail - 0.37%
	10,890	Nordstrom, Inc.		497,455

		Oil, Gas & Consumable Fuels - 10.56%
	5,532	Amyris, Inc. (a)(b)		111,968
	15,015	Anadarko Petroleum Corp.		946,696
	21,035	Apache Corp. (b)		1,687,848
	40,100	BP Plc - ADR (b)		1,446,407
	22,160	Cimarex Energy Co.		1,234,312
	50,600	Devon Energy Corp. (b)		2,805,264
	32,572	Occidental Petroleum Corp. (b)		2,328,898
	57,000	Plains Exploration & Production
		Co. (a)		1,294,470

See notes to financial statements.

GuideMark^SMOpportunistic Equity Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Number of Shares					Value

		COMMON STOCKS (Continued)
		Oil, Gas & Consumable Fuels (Continued)
	40,000	QEP Resources, Inc.	$	1,082,800
	6,000	Solazyme, Inc. (a)(b)		57,660
	14,830	Southwestern Energy Co. (a)(b)		494,284
	33,340	Tesoro Corp. (a)		649,130

				14,139,737

		Pharmaceuticals - 5.00%
	26,795	Abbott Laboratories (b)		1,370,296
	22,085	Johnson & Johnson (b)		1,407,035
	43,320	Merck & Co, Inc. (b)		1,416,997
	65,100	Mylan, Inc. (a)(b)		1,106,700
	78,570	Pfizer, Inc.		1,389,118

				6,690,146

		Real Estate Management & Development - 0.16%
	4,167	Jones Lang Lasalle, Inc.		215,892

		Road & Rail - 0.40%
	42,010	Avis Budget Group, Inc. (a)(b)		406,237
	6,994	Zipcar, Inc. (a)(b)		125,892

				532,129

		Semiconductors & Semiconductor
		Equipment - 0.87%
	10,750	Atmi, Inc. (a)		170,065
	16,010	Broadcom Corp.		532,973
	17,210	Cavium, Inc. (a)(b)		464,842

				1,167,880

		Software - 4.79%
	8,100	Ansys, Inc. (a)(b)		397,224
	10,550	Autodesk, Inc. (a)(b)		293,079
	10,470	Check Point Software Technologies
		Ltd. (a)(b)		552,397
	9,630	Citrix Systems, Inc. (a)		525,124
	15,222	Informatica Corp. (a)(b)		623,341
	63,855	Microsoft Corp.		1,589,351
	14,080	NICE Systems Ltd. - ADR (a)		427,328
	25,430	Nuance Communications, Inc. (a)(b)		517,755
	23,910	Oracle Corp. (b)		687,173
	18,959	Red Hat, Inc. (a)		801,207

				6,413,979


Number of Shares					Value

		Specialty Retail - 2.98%
	16,985	Carmax, Inc. (a)	$	405,092
	16,405	Ross Stores, Inc.		1,290,910
	10,797	Rue21, Inc. (a)(b)		244,984
	11,475	Ulta Salon, Cosmetics & Fragrance,
		Inc. (a)		714,089
	43,581	Williams Sonoma, Inc.		1,341,859

				3,996,934

		Textiles, Apparel & Luxury Goods - 1.01%
	14,842	Compagnie Financiere Richemont SA		661,142
	5,324	Polo Ralph Lauren Corp. (b)		690,523

				1,351,665

		Thrifts & Mortgage Finance - 0.92%
	104,219	First Niagara Financial Group, Inc. (b)		953,604
	149,000	MGIC Investment Corp. (a)(b)		278,630

				1,232,234

		Transportation Infrastructure - 0.11%
	13,850	Wesco Aircraft Holdings, Inc. (a)		151,380

		Total Common Stocks
		(Cost $147,700,727)		122,075,335

		REAL ESTATE INVESTMENT TRUSTS - 0.29%
		Real Estate Investment Trusts - 0.29%
	12,171	Colony Financial, Inc. (b)		157,249
	41,075	iStar Financial, Inc. (a)(b)		239,057

		Total Real Estate Investment Trusts
		(Cost $549,090)		396,306

		SHORT TERM INVESTMENTS - 8.64%
		Money Market Funds - 8.64%
	11,564,043	Federated Prime Obligations Fund
		Effective Yield, 0.13%		11,564,043

		Total Short Term Investments
		(Cost $11,564,043)		11,564,043

See notes to financial statements.

GuideMark^SMOpportunistic Equity Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Number of Shares					Value

		INVESTMENTS PURCHASED AS SECURITIES
		LENDING COLLATERAL - 37.05%
		Money Market Funds - 37.05%
	49,609,960	Mount Vernon Prime Portfolio
		Effective Yield, 0.21%	$	49,609,960

		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $49,609,960)		49,609,960

		Total Investments
		(Cost $209,423,820) - 137.15%		183,645,644
		Liabilities in Excess of
		Other Assets - (37.15)%		(49,749,031		)

		TOTAL NET ASSETS - 100.00%	$	133,896,613


Percentages are stated as a percent of net assets.
ADR - American Depositary Receipt
(a)	Non-income producing.
(b)	All or portion of this security is on loan.

See notes to financial statements.

GuideMark^SMGlobal Real Return Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2011


Number of Shares					Value

		INVESTMENT COMPANIES - 99.63%
		Exchange Traded Funds - 99.63%
	67,408	Energy Select Sector SPDR Fund (a)	$	3,949,435
	26,450	Market Vectors Gold Miners ETF		1,459,775
	19,175	PowerShares DB Agriculture Fund
		(a)(b)		568,539
	757,070	PowerShares DB Commodity Index
		Tracking Fund (a)(b)		19,479,411
	39,825	PowerShares DB Gold Fund (b)		2,263,255
	183,684	PowerShares Global Agriculture
		ETF (a)		4,700,473
	261,377	SPDR Barclays Capital TIPS ETF (a)		14,846,214
	184,690	SPDR DB International Government
		Inflation-Protected Bond ETF (a)		10,566,115
	400,573	SPDR Dow Jones International
		Real Estate ETF (a)		12,838,365
	224,408	SPDR Dow Jones REIT ETF (a)		12,679,052
	88,276	SPDR Metals and Mining ETF (a)		3,956,530
	523,499	SPDR S&P Global Natural
		Resources ETF (a)		23,923,904
	102,625	SPDR S&P International Energy
		Sector ETF		2,298,800

				113,529,868

		Total Investment Companies
		(Cost $134,941,554)		113,529,868


Number of Shares					Value

		SHORT TERM INVESTMENTS - 0.57%
		Money Market Funds - 0.57%
	653,201	Federated Prime Obligations Fund
		Effective Yield, 0.13%	$	653,201

		Total Short Term Investments
		Cost $653,201)		653,201

		INVESTMENTS PURCHASED AS SECURITIES
		LENDING COLLATERAL - 18.42%
		Money Market Funds - 18.42%
	20,997,400	Mount Vernon Prime Portfolio
		Effective Yield, 0.21%		20,997,400

		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $20,997,400)		20,997,400

		Total Investments
		(Cost $156,592,155) - 118.62%		135,180,469
		Liabilities in Excess of
		Other Assets - (18.62)%		(21,220,034		)

		TOTAL NET ASSETS - 100.00%	$	113,960,435


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

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2011


Principal Amount					Value

		ASSET BACKED SECURITIES - 2.12%
$	279,609	Accredited Mortgage Loan Trust
		Series 2005-3, 0.475%,
		09/25/2035 (e)	$	249,642
		Brazos Higher Education Authority
	1,206,354	Series 2005-3, 0.468%,
		09/25/2023 (e)		1,193,783
	800,000	Series A-2, 1.097%,
		07/25/2029 (e)		785,260
		CIT Mortgage Loan Trust
	241,330	Series 2007-1, 1.235%, 10/25/2037
		(Acquired 10/05/2007,
		Cost $241,330) (d)(e)		234,374
	550,000	Series 2007-1, 1.485%, 10/25/2037
		(Acquired 10/05/2007,
		Cost $550,000) (d)(e)		410,955
	1,030,000	CNH Equipment Trust
		Series 2010-C, 1.170%,
		05/15/2015		1,032,582
	74,701	Conseco Finance Securitizations
		Corp.
		Series 2000-4, 8.310%,
		05/01/2032		57,618
	103,927	Countrywide Asset-Backed
		Certificates
		Series 2005-4, 4.456%,
		10/25/2035 (e)		100,601
		Countrywide Home Equity Loan
		Trust
	190,767	Series 2004-R, 0.479%,
		03/15/2030 (e)		111,972
	268,142	Series 2004-N, 0.509%,
		02/15/2034 (e)		159,949
	294,861	Series 2004-O, 0.509%,
		02/15/2034 (e)		177,853
	404,356	Education Funding Capital Trust I
		Series 2004-1, 0.507%,
		12/15/2022 (e)		401,302
		GCO Education Loan Funding Trust
	100,000	Series 2006-1, 0.502%,
		02/27/2028 (e)		85,236
	100,000	Series 2006-1, 0.542%,
		05/25/2036 (e)		82,216
	443,748	Goal Capital Funding Trust
		Series 2010-1, 1.012%,
		08/25/2048 (c)(e)		441,512


Principal Amount					Value

		ASSET BACKED SECURITIES (Continued)
$	463,301	Knowledgeworks Foundation
		Series 2010-1, 1.262%,
		02/25/2042 (e)	$	456,220
	678,085	Morgan Stanley
		Series 2003-N, 1.255%,
		10/25/2033 (e)		523,434
	527,273	Nelnet Student Loan Trust
		Series 2010-3, 1.033%,
		07/27/2048 (c)(e)		528,141
	153,081	Northstar Education Finance, Inc.
		Series 2005-1, 0.353%,
		10/28/2026 (e)		151,043
	889,953	Panhandle-Plains Higher Education
		Authority, Inc.
		Series 2010-2, 1.502%,
		10/01/2035 (e)		890,167
	151,395	Residential Asset Mortgage
		Products, Inc.
		Series 2004-R, 0.715%,
		03/25/2034 (e)		100,356
	225,694	U.S. Education Loan Trust, LLC
		Series 2006-1, 0.456%,
		03/01/2025 (c)(e)		224,706
	740,000	World Omni Auto Receivables Trust
		Series 2011-A, 1.110%,
		05/15/2015		742,115

		Total Asset Backed Securities
		(Cost $9,749,737)		9,141,037

		COLLATERALIZED MORTGAGE
		OBLIGATIONS - 5.69%
		Bank of America Corp.
	529,242	Series 2005-B, 2.897%,
		04/20/2035 (e)		390,799
	110,000	Series 2007-5, 5.620%,
		02/10/2051		115,616
		Bear Stearns Commercial Mortgage
		Securities
	3,250,000	Series 2006-PW13, 5.540%,
		09/11/2041		3,579,504
	3,042,110	Series 2004-PWR5, 4.831%,
		07/11/2042		3,114,850
	670,695	Bear Stearns Trust
		Series 2005-2, 2.721%,
		04/25/2035 (e)		493,461

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
		Chase Mortgage Financial Trust
$	230,990	Series 2007-A1, 2.766%,
		02/25/2037 (e)	$	212,113
	568,402	Series 2007-A1, 2.754%,
		02/25/2037 (e)		530,924
	2,265,000	Citigroup/Deutsche Bank Commercial
		Mortgage Trust
		Series 2007-CD5, 5.886%,
		11/15/2044 (e)		2,439,604
	2,000,000	Commercial Mortgage Pass Through
		Certificate
		Series 2005-LP5, 4.982%,
		05/10/2043 (e)		2,159,273
		Countrywide Alternative Loan Trust
	1,149,842	Series 2005-27, 1.802%,
		08/25/2035 (e)		690,890
	527,839	Series 2005-36, 2.730%,
		08/25/2035 (e)		343,366
	1,952,126	Series 2007-16CB, 6.000%,
		08/25/2037		1,497,653
		Countrywide Home Loans, Inc.
	101,864	Series 2003-52, 2.762%,
		02/19/2034 (e)		88,463
	39,525	Series 2004-HYB6, 2.846%,
		11/20/2034 (e)		31,394
	257,738	Series 2005-11, 0.535%,
		03/25/2035 (e)		156,413
	604,136	Series 2005-R1, 0.595%, 03/25/2035
		(Acquired 03/04/2005,
		Cost $604,136) (d)(e)		492,978
	419,858	Series 2005-11, 3.030%,
		04/25/2035 (e)		186,744
	22,663	First Horizon Mortgage Trust
		Series 2004-AR6, 2.697%,
		12/25/2034 (e)		20,453
	57,818	GMAC Mortgage, LLC
		Series 2002-C1, 6.278%,
		11/15/2039		57,726
	550,083	GS Mortgage Securities Corp.
		Series 2005-GG4, 4.680%,
		07/10/2039		562,418


Principal Amount					Value

		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
$	462,103	IndyMac Mortgage Loan Trust
		Series 2005-16IP, 0.555%,
		07/25/2045 (e)	$	279,595
		JPMorgan Mortgage Trust
	407,892	Series 2007-A1, 2.806%,
		07/25/2035 (e)		366,084
	357,554	Series 2007-A1, 2.785%,
		07/25/2035 (e)		332,321
	392,764	Series 2007-A1, 2.860%,
		07/25/2035 (e)		357,140
	391,717	Lehman Brothers-UBS Commercial
		Mortgage Trust
		Series 2005-C3, 4.664%,
		07/15/2030		401,225
	363,674	Master Reperforming Loan Trust
		Series 2005-1, 7.000%, 08/25/2034
		(Acquired 03/09/2005,
		Cost $375,715) (d)		374,347
	1,000,000	Merrill Lynch Mortgage Trust
		Series 2006-C1, 5.855%,
		05/12/2039 (e)		1,107,923
	355,979	MLCC Mortgage Investors, Inc.
		Series 2004-A3, 5.011%,
		05/25/2034 (e)		348,211
	1,850,536	Prime Mortgage Trust
		Series 2006-DR1, 6.000%,
		05/25/2035 (Acquired 10/25/2006,
		Cost $1,837,524) (d)		1,634,654
	350,768	Residential Asset Mortgage
		Products, Inc.
		Series 2004-SL4, 7.500%,
		07/25/2032		351,560
	73,656	Structured Adjustable Rate
		Mortgage Loan
		Series 2004-5, 2.539%,
		05/25/2034 (e)		67,751
	1,500,000	Wachovia Bank Commercial
		Mortgage Trust
		Series 2006-C29, 5.308%,
		11/15/2048		1,603,760

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
$	83,370	Washington Mutual
		Series 2004-AR3, 2.577%,
		06/25/2034 (e)	$	81,068

		Total Collateralized Mortgage
		Obligations (Cost $25,797,757)		24,470,281

		CORPORATE OBLIGATIONS - 29.89%
		Agricultural Products - 0.16%
	575,000	Lorillard Tobacco Co.
		8.125%, 06/23/2019		674,608
		Air Freight & Logistics - 0.19%
	775,000	United Parcel Service, Inc.
		3.125%, 01/15/2021 (b)		810,742
		Banks - 2.92%
	750,000	BBVA Bancomer Servicios SA
		7.250%, 04/22/2020 (b)(c)		733,125
	1,150,000	Canadian Imperial Bank of
		Commerce
		1.450%, 09/13/2013		1,157,278
	400,000	Capital One Capital III
		7.686%, 08/15/2036 (b)(e)		392,500
	250,000	Capital One Financial Corp.
		8.800%, 07/15/2019		294,956
	755,000	Cooperatieve Centrale Raiffeisen-
		Boerenleenbank BA
		2.125%, 10/13/2015		754,188
	760,000	Glitnir Bank
		6.693%, 06/15/2016
		(Acquired 06/14/2006 through
		06/21/2006,
		Cost $758,848) (d)(e)(f)		7,676
	800,000	HSBC Capital Funding LP
		4.610%, 12/31/2049 (c)(e)		709,212
	250,000	Kaupthing Bank Hf
		7.125%, 05/19/2016
		(Acquired 05/12/2006,
		Cost $248,680) (d)(f)		1,275
	400,000	KeyCorp
		5.100%, 03/24/2021		404,395
	400,000	Landwirtschaftliche Rentenbank
		2.125%, 07/15/2016		413,635
	410,000	Lloyds TSB Bank PLC
		6.375%, 01/21/2021		404,928


Principal Amount					Value

		Banks (Continued)
$	325,000	National City Preferred Capital
		Trust I
		12.000%, 12/30/2049 (e)	$	337,371
	900,000	North American Development Bank
		4.375%, 02/11/2020		1,019,113
	1,415,000	PNC Funding Corp.
		4.250%, 09/21/2015		1,529,314
		Royal Bank of Scotland Group Plc
	140,000	5.000%, 11/12/2013		133,924
	625,000	4.875%, 08/25/2014 (c)		629,688
	250,000	Sovereign Bank
		8.750%, 05/30/2018		293,707
	400,000	SunTrust Banks, Inc.
		3.600%, 04/15/2016 (b)		405,965
	1,120,000	U.S. Bancorp
		1.375%, 09/13/2013		1,127,418
	400,000	Union Bank, NA
		3.000%, 06/06/2016		398,728
	760,000	Wells Fargo & Co.
		4.600%, 04/01/2021		813,938
	600,000	Westpac Banking Corp.
		2.250%, 11/19/2012		608,150

				12,570,484

		Beverages - 0.65%
	955,000	PepsiCo, Inc.
		2.500%, 05/10/2016 (b)		989,799
	1,825,000	The Coca-Cola Co.
		0.750%, 11/15/2013		1,823,130

				2,812,929

		Biotechnology - 0.10%
	385,000	Genzyme Corp.
		5.000%, 06/15/2020		444,707

		Capital Markets - 2.43%
	1,955,000	Bear Stearns Companies, Inc.
		7.250%, 02/01/2018		2,307,524
		Goldman Sachs Group, Inc.
	1,050,000	5.950%, 01/18/2018		1,082,423
	400,000	6.750%, 10/01/2037		366,960
		Merrill Lynch & Co, Inc.
	1,775,000	6.400%, 08/28/2017		1,723,017
	800,000	6.500%, 07/15/2018		741,444

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		CORPORATE OBLIGATIONS (Continued)
		Capital Markets (Continued)
		Morgan Stanley
$	600,000	5.950%, 12/28/2017	$	582,555
	325,000	6.625%, 04/01/2018		322,839
		State Street Corp.
	595,000	4.300%, 05/30/2014 (b)		642,312
	1,115,000	2.875%, 03/07/2016		1,140,857
		The Bank of New York Mellon
		Corp.
	740,000	1.500%, 01/31/2014		746,374
	760,000	4.300%, 05/15/2014 (b)		820,520

				10,476,825

		Chemicals - 0.34%
	320,000	Air Products & Chemicals
		2.000%, 08/02/2016		325,574
		Dow Chemical Co.
	375,000	7.600%, 05/15/2014		426,171
	700,000	4.250%, 11/15/2020 (b)		706,404

				1,458,149

		Commercial Services &
		Supplies - 0.07%
	350,000	International Lease Finance Corp.
		5.750%, 05/15/2016		311,389

		Communications - 0.28%
	730,000	Rogers Cable, Inc.
		5.500%, 03/15/2014		798,105
	410,000	Telefonica Emisiones SAU
		3.992%, 02/16/2016 (b)		390,509

				1,188,614

		Computers & Peripherals - 0.06%
	250,000	Hewlett Packard Co.
		3.000%, 09/15/2016		252,373

		Consumer Finance - 1.81%
	650,000	American Express Co.
		8.150%, 03/19/2038		931,821
	1,405,000	American Express Credit Corp.
		5.125%, 08/25/2014		1,521,727
	820,000	Capital One Financial Corp.
		2.125%, 07/15/2014 (b)		812,373
	1,020,000	Caterpillar Financial Services Corp.
		6.125%, 02/17/2014		1,138,659


Principal Amount					Value

		Consumer Finance (Continued)
$	1,350,000	John Deere Capital Corp.
		4.900%, 09/09/2013	$	1,451,103
		SLM Corp.
	430,000	5.000%, 10/01/2013		421,113
	1,140,000	5.375%, 05/15/2014		1,122,585
	400,000	6.250%, 01/25/2016		392,979

				7,792,360

		Containers & Packaging - 0.02%
	75,000	Rock-Tenn Co.
		5.625%, 03/15/2013		77,250

		Diversified Financial Services - 2.89%
		Bank of America Corp.
	740,000	4.500%, 04/01/2015		701,886
	775,000	5.625%, 07/01/2020		715,022
	369,000	Citigroup Capital XXI
		8.300%, 12/21/2077 (b)(e)		362,543
		Citigroup, Inc.
	450,000	5.000%, 09/15/2014		441,639
	1,025,000	6.010%, 01/15/2015 (b)		1,090,164
	975,000	6.125%, 11/21/2017 (b)		1,043,192
	305,000	5.375%, 08/09/2020 (b)		316,540
	300,000	Discover Bank
		8.700%, 11/18/2019 (b)		343,274
	350,000	First Niagara Financial Group, Inc.
		6.750%, 03/19/2020		394,298
	300,000	FUEL Trust
		3.984%, 06/15/2016 (b)(c)		294,044
		General Electric Capital Corp.
	780,000	5.400%, 02/15/2017		851,318
	1,410,000	5.625%, 05/01/2018		1,543,527
	370,000	5.300%, 02/11/2021 (b)		384,545
	1,215,000	5.875%, 01/14/2038		1,249,538
	1,400,000	JPMorgan Chase
		3.700%, 01/20/2015 (b)		1,435,629
	500,000	JPMorgan Chase Capital XXV
		6.800%, 10/01/2037		503,344
	750,000	National Rural Utilities Cooperative
		Finance Corp.
		1.125%, 11/01/2013 (b)		751,471
	500,000	NCUA Guaranteed Notes
		3.000%, 06/12/2019		528,130

				12,950,104

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		CORPORATE OBLIGATIONS (Continued)
		Diversified Manufacturing - 0.68%
		Cooper U.S., Inc.
$	780,000	2.375%, 01/15/2016	$	789,555
	485,000	3.875%, 12/15/2020		516,734
	955,000	ITT Corp.
		4.900%, 05/01/2014		1,044,670
	500,000	Tyco Electronics Group SA
		6.550%, 10/01/2017		588,453

				2,939,412

		Diversified Telecommunication Services - 1.57%
		AT&T, Inc.
	600,000	2.950%, 05/15/2016		619,806
	150,000	3.875%, 08/15/2021 (b)		154,615
	695,000	5.350%, 09/01/2040		729,207
	525,000	France Telecom SA
		4.375%, 07/08/2014		560,577
	143,000	Qwest Communications
		International, Inc.
		8.000%, 10/01/2015		149,435
	425,000	Qwest Corp.
		8.375%, 05/01/2016		468,562
	1,610,000	SBC Communications, Inc.
		5.100%, 09/15/2014		1,769,326
	250,000	Sprint Capital Corp.
		8.375%, 03/15/2012		253,750
	380,000	Telecom Italia Capital
		4.950%, 09/30/2014		366,298
	1,140,000	Verizon Wireless Capital LLC
		8.500%, 11/15/2018		1,521,240
	155,000	Windstream Corp.
		8.625%, 08/01/2016		160,425

				6,753,241

		Educational Services - 0.22%
	825,000	Rensselaer Polytechnic Institute
		5.600%, 09/01/2020		946,007

		Electric Utilities - 0.96%
	275,000	Arizona Public Service Co.
		8.750%, 03/01/2019		345,863
	585,000	Columbus Southern Power Co.
		5.500%, 03/01/2013		617,593
	375,000	Ipalco Enterprises, Inc.
		5.000%, 05/01/2018 (c)		344,062


Principal Amount					Value

		Electric Utilities (Continued)
$	375,000	Nevada Power Co.
		5.875%, 01/15/2015	$	419,309
	1,075,000	PSI Energy, Inc.
		6.050%, 06/15/2016		1,229,012
	700,000	Union Electric Co.
		6.700%, 02/01/2019		861,174
	300,000	Westar Energy, Inc.
		6.000%, 07/01/2014		331,453

				4,148,466

		Electrical Equipment - 0.07%
	274,000	L-3 Communications Holdings, Inc.
		6.375%, 10/15/2015		280,507

		Energy Equipment &
		Services - 0.22%
	340,000	Cameron International Corp.
		6.375%, 07/15/2018		400,233
	550,000	Ensco Plc
		4.700%, 03/15/2021 (b)		561,644

				961,877

		Environmental Services - 0.06%
	275,000	Xylem, Inc.
		3.550%, 09/20/2016 (c)		276,329

		Food & Staples Retailing - 0.38%
		CVS Caremark Corporation
	450,000	5.750%, 05/15/2041 (b)		505,983
	625,000	6.302%, 06/01/2062 (e)		604,781
	410,000	Wal Mart Stores, Inc.
		5.625%, 04/15/2041 (b)		507,124

				1,617,888

		Food Products - 0.11%
	375,000	Kraft Foods, Inc.
		6.500%, 02/09/2040 (b)		460,049

		Health Care Equipment & Supplies - 0.94%
	400,000	Baxter International, Inc.
		1.800%, 03/15/2013		405,854
	730,000	Becton Dickinson & Co.
		3.250%, 11/12/2020		748,944
	300,000	Boston Scientific Corp.
		4.500%, 01/15/2015		313,716
	775,000	Covidien International Finance SA
		2.800%, 06/15/2015		804,176

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		CORPORATE OBLIGATIONS (Continued)
		Health Care Equipment & Supplies (Continued)
		DENTSPLY International, Inc.
$	150,000	2.750%, 08/15/2016	$	151,204
	175,000	4.125%, 08/15/2021		183,382
	490,000	Hospira, Inc.
		6.050%, 03/30/2017		565,802
	825,000	Medtronic, Inc.
		3.000%, 03/15/2015		874,172

				4,047,250

		Health Care Providers & Services - 0.72%
		Express Scripts, Inc.
	960,000	6.250%, 06/15/2014 (b)		1,057,344
	325,000	3.125%, 05/15/2016 (b)		328,506
	500,000	HCA, Inc.
		7.875%, 02/15/2020		520,000
	1,150,000	UnitedHealth Group, Inc.
		4.875%, 02/15/2013		1,207,210

				3,113,060

		Independent Power Producers & Energy Traders - 0.57%
		Exelon Generation Co., LLC
	540,000	5.200%, 10/01/2019		583,822
	550,000	6.250%, 10/01/2039 (b)		641,438
	1,175,000	Southern Power Co.
		6.250%, 07/15/2012		1,222,849

				2,448,109

		Industrial Conglomerates - 0.30%
	275,000	General Electric Co.
		5.250%, 12/06/2017		305,949
	865,000	Koninklijke Philips Electronics NV
		5.750%, 03/11/2018		995,404

				1,301,353

		Insurance - 1.22%
	370,000	Aflac, Inc.
		8.500%, 05/15/2019		451,036
	425,000	CNA Financial Corp.
		7.350%, 11/15/2019		471,370
	300,000	Lincoln National Corp.
		4.850%, 06/24/2021 (b)		289,758
	400,000	MetLife Capital Trust X
		9.250%, 04/08/2068 (c)(e)		452,000
	960,000	Metlife, Inc.
		5.000%, 11/24/2013		1,025,974


Principal Amount					Value

		Insurance (Continued)
$	325,000	Reinsurance Group of America, Inc.
		6.750%, 12/15/2065 (e)	$	283,813
	375,000	Transatlantic Holdings, Inc.
		8.000%, 11/30/2039		445,813
	1,240,000	Travelers Property Casualty Corp.
		5.000%, 03/15/2013		1,302,706
	500,000	Willis North America, Inc.
		6.200%, 03/28/2017 (b)		546,631

				5,269,101

		IT Services - 0.35%
	1,150,000	International Business Machines Corp.
		7.625%, 10/15/2018		1,527,423

		Life Sciences Tools & Services - 0.12%
	150,000	Life Technologies Corp.
		6.000%, 03/01/2020		166,337
	325,000	Thermo Fisher Scientific, Inc.
		3.600%, 08/15/2021		338,062

				504,399

		Machinery - 0.18%
	650,000	Eaton Corp.
		5.600%, 05/15/2018		773,302

		Media - 1.57%
	350,000	Charter Communications
		Operating, LLC
		10.875%, 09/15/2014 (c)		377,125
		Comcast Corp.
	1,000,000	6.300%, 11/15/2017 (b)		1,170,613
	670,000	5.875%, 02/15/2018 (b)		777,275
		DIRECTV Holdings, LLC
	855,000	3.550%, 03/15/2015 (b)		892,413
	285,000	6.350%, 03/15/2040		318,514
	500,000	Dish DBS Corp.
		7.125%, 02/01/2016		508,750
	725,000	NBCUniversal Media LLC
		2.875%, 04/01/2016		738,858
	375,000	News America, Inc.
		6.150%, 02/15/2041 (b)		398,053
	1,120,000	Time Warner Cable, Inc.
		6.750%, 07/01/2018 (b)		1,305,095
	225,000	WPP Finance UK
		8.000%, 09/15/2014		254,820

				6,741,516

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		CORPORATE OBLIGATIONS (Continued)
		Metals & Mining - 0.53%
$	450,000	Cliffs Natural Resources, Inc. 4.875%, 04/01/2021	$	435,780
	300,000	Freeport-McMoRan Copper & Gold, Inc.
		8.375%, 04/01/2017		322,104
	765,000	Rio Tinto Finance USA Ltd. 2.500%, 05/20/2016		774,255
		Teck Resources Ltd.
	225,000	10.750%, 05/15/2019		279,945
	435,000	6.000%, 08/15/2040		449,256

				2,261,340

		Multi-Utilities - 0.46%
	1,225,000	MidAmerican Energy Holdings Co.
		5.875%, 10/01/2012 (b)		1,284,503
	600,000	Sempra Energy
		6.500%, 06/01/2016		702,732

				1,987,235

		Office Electronics - 0.19%
	775,000	Xerox Corp.
		4.250%, 02/15/2015		820,421

		Oil & Gas - 2.25%
	350,000	Anadarko Petroleum Corp.
		6.375%, 09/15/2017		393,129
		BP Capital Plc
	1,395,000	3.200%, 03/11/2016 (b)		1,455,828
	100,000	4.500%, 10/01/2020		108,514
		Energy Transfer Partners LP
	765,000	8.500%, 04/15/2014		868,499
	525,000	9.000%, 04/15/2019		633,302
	375,000	Enterprise Products Operating LP
		8.375%, 08/01/2066 (e)		388,976
	725,000	Marathon Oil Corp.
		6.000%, 10/01/2017		829,611
	400,000	Nexen, Inc.
		7.500%, 07/30/2039		469,970
	775,000	ONEOK Partners LP
		6.125%, 02/01/2041		860,235
		Petrobras International Finance Co.
	310,000	3.875%, 01/27/2016 (b)		310,620
	830,000	5.375%, 01/27/2021		847,430
	235,000	6.875%, 01/20/2040		250,275


Principal Amount					Value

		Oil & Gas (Continued)
$	460,000	Petroleos Mexicanos
		8.000%, 05/03/2019	$	565,800
	225,000	Schlumberger Investment SA
		3.300%, 09/14/2021 (c)		225,699
	425,000	Transocean, Inc.
		6.000%, 03/15/2018		453,138
		Valero Energy Corp.
	275,000	9.375%, 03/15/2019 (b)		352,904
	275,000	6.625%, 06/15/2037		296,395
	275,000	Weatherford International Ltd.
		9.625%, 03/01/2019		355,801

				9,666,126

		Oil, Gas & Consumable Fuels - 0.14%
	150,000	Anadarko Petroleum Corp.
		8.700%, 03/15/2019		189,440
	405,000	Spectra Energy Partners LP
		4.600%, 06/15/2021		415,073

				604,513

		Pharmaceuticals - 0.97%
	1,225,000	Novartis Capital Corp.
		2.900%, 04/24/2015		1,297,522
		Sanofi-Aventis SA
	1,195,000	1.625%, 03/28/2014 (b)		1,215,693
	795,000	4.000%, 03/29/2021		864,092
	760,000	Teva Pharmaceutical Finance
		3.000%, 06/15/2015		797,369

				4,174,676

		Pipelines - 1.02%
	600,000	Duke Energy, Inc.
		5.668%, 08/15/2014		652,965
		Enterprise Products Operating LLC
	1,000,000	5.650%, 04/01/2013		1,058,148
	525,000	6.125%, 10/15/2039		573,602
	575,000	Spectra Energy Capital LLC
		5.650%, 03/01/2020		641,572
		TransCanada Pipelines Ltd.
	775,000	7.625%, 01/15/2039		1,056,453
	300,000	6.350%, 05/15/2067 (e)		299,060
	100,000	Transocean, Inc.
		6.500%, 11/15/2020		109,309

				4,391,109

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		CORPORATE OBLIGATIONS (Continued)
		Real Estate - 1.04%
		Developers Diversified Realty Corp.
$	295,000	9.625%, 03/15/2016	$	334,406
	225,000	7.500%, 04/01/2017		237,758
	775,000	HCP, Inc.
		5.375%, 02/01/2021	.	779,001
		Health Care Property Investments, Inc.
	125,000	6.300%, 09/15/2016		133,882
	200,000	6.000%, 01/30/2017 (b)		210,817
		Health Care REIT, Inc.
	475,000	3.625%, 03/15/2016		463,590
	555,000	5.250%, 01/15/2022		527,317
	250,000	Kilroy Realty Corp.
		5.000%, 11/03/2015		259,761
		Simon Property Group LP
	1,115,000	5.750%, 12/01/2015		1,231,477
	275,000	4.375%, 03/01/2021		279,919

				4,457,928

		Retail - 0.06%
	225,000	Macys Retail Holdings, Inc.
		7.450%, 07/15/2017		265,652

		Road & Rail - 0.14%
	400,000	Burlington Northern Santa Fe LLC
		7.950%, 08/15/2030		582,328
		Semiconductor & Semiconductor
		Equipment - 0.18%
	755,000	Analog Devices, Inc.
		3.000%, 04/15/2016	$	783,437

		Semiconductors & Semiconductor
		Equipment - 0.38%
	685,000	Applied Materials, Inc.
		2.650%, 06/15/2016 (b)		702,581
		Intel Corp.
	350,000	1.950%, 10/01/2016 (b)		352,943
	580,000	3.300%, 10/01/2021 (b)		593,752

				1,649,276

		Thrifts & Mortgage Finance - 0.02%
	85,000	Santander Holdings USA, Inc.
		4.625%, 04/19/2016	.	81,970


Principal Amount					Value

		Tobacco - 0.23%
		Altria Group, Inc.
$	500,000	9.700%, 11/10/2018	$	663,498
	240,000	9.250%, 08/06/2019		315,058

				978,556

		Total Corporate Obligations
		(Cost $125,599,117)		128,634,390

		FOREIGN GOVERNMENT
		DEBT OBLIGATIONS - 0.18%
	570,000	Colombia Republic
		4.375%, 07/12/2021		582,825
	156,000	United Mexican States
		6.750%, 09/27/2034		192,660

		Total Foreign Government Debt
		Obligations (Cost $717,010)		775,485

		MORTGAGE BACKED SECURITIES - 33.20%
		Federal Home Loan Mortgage Corp.
	2,000,000	Pool #TBA,
		4.000%, 09/10/2015 (g)		2,093,750
	1,000,000	Series 2590, 5.000%, 03/15/2018		1,103,241
	800,000	Series K-703,
		2.699%, 05/25/2018 (e)		816,034
	15,201	Pool #E9-9763,
		4.500%, 09/01/2018		16,249
	15,510	Pool #E9-9764,
		4.500%, 09/01/2018		16,579
	315,341	Pool #D9-6291,
		4.500%, 09/01/2023		340,513
	753,645	Series 2329,
		6.500%, 06/15/2031		841,277
	416,065	Series 2338,
		6.500%, 07/15/2031		483,608
	625,552	Pool #78-0447,
		2.500%, 04/01/2033 (e)		659,620
	1,696,380	Pool #G0-8085,
		5.000%, 10/01/2035		1,827,868
	693	Pool #A4-3129,
		5.500%, 02/01/2036		760
	861,020	Pool #C0-3404,
		4.500%, 09/01/2039		927,865
	7,000,000	Pool #TBA,
		4.000%, 11/15/2040 (g)		7,305,156

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		MORTGAGE BACKED SECURITIES (Continued)
		Federal National Mortgage Association
$	497,910	Pool #467626,
		3.740%, 05/01/2018	$	533,241
	4,656	Pool #685505,
		5.000%, 05/01/2018		5,039
	5,361	Pool #705709,
		5.000%, 05/01/2018		5,801
	1,700,000	Pool #958815,
		4.506%, 06/01/2019 (i)		1,885,888
	1,300,000	Pool #466216,
		3.540%, 10/01/2020 (i)		1,358,144
	2,083,264	Pool #FN0001,
		3.762%, 12/01/2020 (i)		2,218,683
	1,805,455	Pool #AD3775,
		4.500%, 03/01/2025		1,944,706
	898,487	Pool #AD5693,
		4.500%, 05/01/2025		958,239
	3,653,958	Pool #AH6301,
		4.000%, 05/01/2026 (b)		3,859,847
	5,000,000	Pool #TBA,
		3.000%, 10/15/2026 (g)		5,152,343
	11,000,000	Pool #TBA,
		3.000%, 11/15/2026 (g)		11,292,186
	485,962	Pool #544859,
		3.103%, 08/01/2029 (e)		506,273
	510,292	Pool #786848,
		7.000%, 10/01/2031		587,544
	38,293	Pool #727181,
		5.000%, 08/01/2033		41,392
	11,866	Pool #730727,
		5.000%, 08/01/2033		12,826
	2,982	Pool #741862,
		5.500%, 09/01/2033		3,260
	3,941	Pool #766197,
		5.500%, 02/01/2034		4,339
	634	Pool #776974,
		5.500%, 04/01/2034		702
	370,066	Pool #888504,
		2.323%, 04/01/2034 (e)		389,590
	280,408	Series 2004-71,
		0.000%, 04/25/2034
		(Acquired 04/07/2006,
		Cost $39,505) (d)(i)(k)		1,409


Principal Amount					Value

		MORTGAGE BACKED SECURITIES (Continued)
$	22,605	Pool #775776,
		5.500%, 05/01/2034	$	24,888
	568,894	Pool #725705,
		5.000%, 08/01/2034		614,757
	908,340	Pool #782284,
		6.000%, 09/01/2034		1,009,024
	734,378	Pool #791563,
		6.000%, 09/01/2034		813,714
	16,148	Pool #794371,
		6.000%, 09/01/2034		17,919
	390,503	Pool #802783,
		2.529%, 10/01/2034 (e)		411,735
	645,727	Pool #802493,
		6.000%, 11/01/2034		716,545
	37,415	Pool #781629,
		5.500%, 12/01/2034		41,193
	1,066	Pool #806098,
		6.000%, 12/01/2034		1,181
	3,748,235	Pool #735224,
		5.500%, 02/01/2035 (b)		4,097,523
	1,461,467	Pool #808057,
		6.000%, 02/01/2035		1,621,483
	466,982	Pool #735504,
		6.000%, 04/01/2035		518,744
	32,238	Pool #822815,
		5.500%, 04/01/2035		35,494
	30,365	Pool #357850,
		5.500%, 07/01/2035		33,432
	36,152	Pool #820242,
		5.000%, 07/01/2035		39,332
	2,715,119	Pool #820345,
		5.000%, 09/01/2035		2,931,847
	5,245	Pool #838452,
		5.500%, 09/01/2035		5,790
	53,709	Pool #745000,
		6.000%, 10/01/2035		59,545
	1,759,996	Pool #844158,
		5.000%, 11/01/2035		1,900,484
	736,610	Pool #745755,
		5.000%, 12/01/2035		795,984
	73,416	Pool #848939,
		6.500%, 01/01/2036		82,073

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		MORTGAGE BACKED
		SECURITIES (Continued)
$	25,613	Pool #851639,
		6.500%, 01/01/2036	$	28,505
	323,573	Pool #888022,
		5.000%, 02/01/2036		349,402
	33,725	Pool #865854,
		6.000%, 03/01/2036		37,527
	49,460	Pool #891474,
		6.000%, 04/01/2036		55,035
	318,599	Pool #897776,
		6.500%, 09/01/2036		354,574
	501,716	Pool #893681,
		6.000%, 10/01/2036		558,269
	1,122,724	Pool #893923,
		6.000%, 10/01/2036		1,249,276
	1,236,530	Pool #894005,
		6.000%, 10/01/2036		1,375,910
	77,719	Pool #902468,
		6.000%, 11/01/2036		85,605
	212,413	Pool #897505,
		6.500%, 12/01/2036		236,398
	64,038	Pool #906000,
		6.000%, 01/01/2037		70,536
	573	Pool #928062,
		5.500%, 02/01/2037		631
	899	Pool #899119,
		5.500%, 04/01/2037		990
	925	Pool #938488,
		5.500%, 05/01/2037		1,018
	1,360	Pool #970131,
		5.500%, 03/01/2038		1,497
	32,379	Pool #889579,
		6.000%, 05/01/2038		35,672
	1,029,122	Pool #889586,
		5.500%, 06/01/2038		1,118,592
	988	Pool #981313,
		5.500%, 06/01/2038		1,088
	66,981	Pool #889697,
		6.000%, 07/01/2038		73,589
	1,341	Pool #985108,
		5.500%, 07/01/2038		1,477
	584	Pool #964930,
		5.500%, 08/01/2038		643


Principal Amount					Value

		MORTGAGE BACKED
		SECURITIES (Continued)
$	882	Pool #987032,
		5.500%, 08/01/2038	$	971
	813	Pool #968371,
		5.500%, 09/01/2038		895
	404,056	Pool #AD0095,
		6.000%, 11/01/2038		444,171
	524	Pool #993050,
		5.500%, 12/01/2038		577
	279	Pool #MC0018,
		5.500%, 12/01/2038		311
	22,306	Pool #AA9133,
		4.500%, 08/01/2039		24,042
	118,396	Pool #AC1246,
		4.500%, 08/01/2039		127,985
	263,268	Pool #AC1579,
		4.500%, 08/01/2039		284,590
	43,476	Pool #AC2861,
		4.500%, 08/01/2039		46,861
	36,725	Pool #934943,
		4.500%, 09/01/2039		39,699
	178,644	Pool #AC3246,
		4.500%, 09/01/2039		193,112
	174,690	Pool #AC3310,
		4.500%, 10/01/2039		188,838
	20,937	Pool #AC5107,
		4.500%, 10/01/2039		22,633
	7,000,000	Pool #TBA,
		4.000%, 10/01/2039 (g)		7,339,062
	89,797	Pool #AC6121,
		4.500%, 11/01/2039		96,789
	29,119	Pool #AC8372,
		4.500%, 12/01/2039		31,387
	23,548	Pool #AC8832,
		4.500%, 12/01/2039		25,455
	254,662	Pool #AD0585,
		4.500%, 12/01/2039		275,287
	797,560	Pool #AD0586,
		4.500%, 12/01/2039		859,661
	24,387	Pool #AC3946,
		4.500%, 01/01/2040		26,363
	25,559	Pool #AD1922,
		4.500%, 01/01/2040		27,629

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		MORTGAGE BACKED
		SECURITIES (Continued)
$	1,043,610	Pool #AD5574,
		5.000%, 04/01/2040	$	1,124,631
	3,760,546	Pool #AD5661,
		5.000%, 05/01/2040 (b)		4,070,376
	3,922,723	Pool #AD6949,
		5.500%, 06/01/2040 (b)		4,261,302
	4,702,248	Pool #AB1231,
		5.000%, 07/01/2040 (b)		5,089,630
	5,546,582	Pool #AD6943,
		5.000%, 07/01/2040 (b)		6,003,123
	975,192	Pool #AE2542,
		3.500%, 09/01/2040		1,003,168
	3,000,000	Pool #TBA,
		4.000%, 11/15/2040 (g)		3,135,938
	984,443	Pool #AB2072,
		3.500%, 01/01/2041		1,012,684
	2,652,429	Pool #AH3373,
		5.000%, 01/01/2041		2,871,093
	535,691	Pool #AB2265,
		4.000%, 02/01/2041		565,205
	995,018	Pool #AE0828,
		3.500%, 02/01/2041 (b)		1,023,562
	1,963,854	Pool #AL0161,
		4.000%, 04/01/2041		2,061,617
	386,820	Pool #AL0215,
		4.500%, 04/01/2041		411,017
	3,643,677	Pool #AL0247,
		4.000%, 04/01/2041		3,844,421
	1,584,007	Pool #AI1856,
		4.500%, 05/01/2041		1,694,970
	3,666,279	Pool #AL0208,
		4.500%, 05/01/2041 (b)		3,895,612
	3,624,572	Pool #AB3395,
		4.500%, 08/01/2041		3,851,297
		Government National Mortgage
		Association
	285,381	Pool #752842X,
		3.950%, 07/15/2025		311,544
	49,152	Pool #614436X,
		5.000%, 08/15/2033		54,301
	810,466	Pool #618907X,
		5.000%, 09/15/2033		895,368


Principal Amount					Value

		MORTGAGE BACKED
		SECURITIES (Continued)
$	122,109	Pool #605098X,
		5.000%, 03/15/2034	$	134,863
	91,223	Pool #520279X,
		5.000%, 11/15/2034		100,779
	1,580,851	Pool #644812X,
		6.000%, 05/15/2035		1,777,520
	1,936,031	Pool #688021X,
		6.000%, 10/15/2038		2,161,158
	270,397	Pool #736686X,
		5.000%, 02/15/2039		297,287
	2,336,467	Pool #782858X,
		6.000%, 03/15/2039		2,608,521
	530,859	Pool #720103X,
		4.500%, 06/15/2039		581,139
	2,010,065	Pool #723248,
		5.000%, 10/15/2039		2,225,659
	734,150	Pool #726382,
		5.000%, 10/15/2039		812,893
	683,255	Pool #782916X,
		5.500%, 02/15/2040		755,552
	1,000,000	Pool #TBA,
		4.000%, 10/15/2040 (g)		1,069,688
	2,150,743	Pool #752631C,
		4.500%, 10/20/2040		2,343,359
	2,001,262	Pool #004947M,
		5.000%, 02/20/2041		2,201,679

		Total Mortgage Backed Securities
		(Cost $137,657,434)		142,910,167

		MUNICIPAL DEBT OBLIGATIONS - 1.11%
	250,000	American Municipal Power, Inc.,
		Series E, Revenue Bond,
		6.270%, 02/15/2050		282,110
		California, GO,
	725,000	7.500%, 04/01/2034		873,567
	175,000	7.950%, 03/01/2036		198,740
	500,000	Illinois, GO,
		7.350%, 07/01/2035		563,155
	1,019,623	Missouri Higher Education Loan
		Authority, Series A-1,
		Revenue Bond, Series 2010-1,
		1.262%, 11/26/2032 (e)		1,021,805

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		MUNICIPAL DEBT OBLIGATIONS (Continued)
		South Carolina Student Loan Corp.,
		Series A-1, Revenue Bond,
$	863,731	Series 2005-A,
		0.426%, 12/03/2018 (e)	$	850,551
	1,000,000	0.000%, 12/02/2019(e)(k)		972,810

		Total Municipal Debt Obligations
		(Cost $4,478,712)		4,762,738


Number of Shares

		PREFERRED STOCKS - 0.12%
		Diversified Financial Services - 0.12%
	14,200	Citigroup Capital XII		356,420
	44,650	Federal Home Loan Mortgage
		Corp. (a)(b)(e)		89,300
	33,650	Federal National Mortgage
		Association (a)(e)		68,654

		Total Preferred Stocks
		(Cost $2,349,217)		514,374


Principal Amount

		SUPRANATIONAL
		OBLIGATIONS - 0.92%
		Supranational Obligation - 0.92%
$	4,000,000	Inter-American Development Bank
		0.500%, 05/29/2014		3,949,532

		Total Supranational Obligations
		(Cost $3,577,058)		3,949,532

		US GOVERNMENT AGENCY
		ISSUE - 2.23%
	1,200,000	Federal Home Loan Banks
		5.625%, 06/11/2021		1,501,880
		Federal National Mortgage
		Association
	1,700,000	0.625%, 10/30/2014		1,696,823
	1,600,000	5.375%, 06/12/2017		1,942,830
	2,568,738	New Valley Generation
		Series 2000-1,
		7.299%, 03/15/2019		3,127,439
	1,200,000	Tennessee Valley Authority
		4.375%, 06/15/2015		1,350,105

		Total US Government Agency Issue
		(Cost $8,844,377)		9,619,077


Principal Amount					Value

		U.S. TREASURY OBLIGATIONS - 18.49%
		U.S. Treasury Bonds - 3.84%
$	400,000	4.500%, 05/15/2038	$	521,062
	700,000	4.375%, 11/15/2039 (b)		900,047
	2,200,000	4.375%, 05/15/2040 (b)		2,832,161
	7,905,000	4.250%, 11/15/2040 (b)		9,997,359
	1,490,000	4.750%, 02/15/2041 (b)		2,036,179
	200,000	4.375%, 05/15/2041		258,407

		U.S. Treasury Inflation-Indexed Note - 0.07%
	300,717	0.625%, 07/15/2021 (h)		314,061

		U.S. Treasury Notes - 14.58%
	800,000	0.875%, 02/29/2012		802,717
	1,200,000	1.000%, 03/31/2012 (b)		1,205,480
	2,800,000	0.625%, 02/28/2013 (b)(l)		2,816,408
	4,300,000	0.375%, 07/31/2013 (b)		4,309,911
	2,400,000	1.250%, 02/15/2014 (b)		2,450,626
	3,700,000	0.625%, 07/15/2014 (b)		3,723,110
	10,905,000	2.000%, 01/31/2016 (b)		11,467,295
	10,340,000	2.000%, 04/30/2016 (b)		10,878,063
	13,310,000	3.625%, 02/15/2021 (b)		15,378,254
	8,735,000	3.125%, 05/15/2021 (b)		9,696,523

		Total U.S. Treasury Obligations
		(Cost $73,417,356)		79,587,663


Number of Shares

		WARRANTS - 0.00%
		Warrant - 0.00%
	272	Semgroup Corp.
		Expiration: November, 2014,
		Exercise Price: $1.00
		(Acquired 12/07/2009,
		Cost $0)(a)(d)		1,115

		Total Warrants (Cost $0)		1,115

		SHORT TERM INVESTMENTS - 14.02%
		Money Market Funds - 1.94%
	8,358,995	Federated Prime Obligations Fund
		Effective Yield, 0.13%		8,358,995

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		Repurchase Agreement - 12.08%
$	52,000,000	Merrill Lynch Repurchase Agreement
		0.090%, 10/03/2011
		(Collateralized by various U.S.
		Government Agency Issues,
		value $53,040,001,
		4.000% to 5.000%,
		04/01/26 to 07/01/41)	$	52,000,000

		Total Short Term Investments
		(Cost $60,358,995)		60,358,995


Number of Shares

		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 29.51%
		Money Market Funds - 29.48%
	126,887,010	Mount Vernon Prime Portfolio
		Effective Yield, 0.21%		126,887,010
	4,931	Reserve Primary Fund (j)		191

		Total Money Market Funds
		(Cost $126,891,265)		126,887,201


Principal Amount

		Cash - 0.03%
$	115,415	Cash		115,415

		Total Cash (Cost $115,415)		115,415

		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $127,006,680)		127,002,616

		Total Investments
		(Cost $579,553,450) - 137.48%		591,727,470
		Liabilities in Excess of
		Other Assets - (37.48)%		(161,326,551		)

		TOTAL NET
		ASSETS - 100.00%	$	430,400,919


Percentages are stated as a percent of net assets.
(a)	Non-Income producing.
(b)	All or portion of this security is on loan.
(c)	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 aggregate value of these securities was $5,235,643, which represents 1.22% of total net assets.


(d)	Restricted securities as defined in Rule 144(a) under the Securities Act of 1933. Such securities are treated as illiquid securities according to the Fund’s liquidity guidelines. The aggregate value of these securities was $3,158,783, which represents 0.73% of total net assets.
(e)	Variable Rate Security. The rate shown is the rate in effect on September 30, 2011.
(f)	Non-income producing. Item identified as in default as to payment of interest.
(g)	Security purchased on a when-issued basis. On September 30, 2011, the total value of investments purchased on a when-issued basis was $37,388,123 or 8.69% of total net assets.
(h)	Represents a U.S. Treasury Inflation-Protected Security.
(i)	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 mortgage. The interest rate disclosed represents yield upon the estimated timing and amount of future cash flows on September 30, 2011. The aggregate value of these securities was $5,464,124, which represents 1.27% of total net assets.
(j)	As of September 30, 2011, 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.
(k)	Zero coupon bond.
(l)	Partially assigned as collateral for certain futures contracts.

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF FORWARD SALE COMMITMENTS (Unaudited)

September 30, 2011


Description	Principal Amount		Settlement Date	Proceeds Received		Value

Federal National Mortgage Association,
Pool #TBA, 5.500%, 10/14/2038	$	1,000,000	10/13/2011	$	1,091,563	$	1,085,313

	$	1,000,000		$	1,091,563	$	1,085,313

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF OPEN FUTURES CONTRACTS (Unaudited)

September 30, 2011


Description	Number of Contracts Purchased / (Sold)		Notional Value		Settlement Month	Unrealized Appreciation (Depreciation)

Eurodollar 90 Day Futures	19		4,724,825		Dec-11		37,998
U.S. Treasury 2 Year Note Futures	46		10,129,344		Jan-12		(13,886	)
U.S. Treasury 5 Year Note Futures	301		36,867,798		Jan-12		59
U.S. Treasury 10 Year Note Futures	5		654,922		Dec-11		(158	)
U.S. Treasury Long Bond Futures	(32	)	(4,564,000	)	Jan-12		(55,472	)
U.S. Treasury Ultra Bond Futures	17		2,696,625		Jan-12		254,660

							223,201

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2011


Principal Amount					Value

		MUNICIPAL DEBT OBLIGATIONS - 98.66%
		Alabama - 0.60%
$	500,000	Mobile Industrial Development
		Board Pollution Control,
		Revenue Bond,
		4.875%, 06/01/2034 (a)	$	528,300

		Alaska - 0.91%
	870,000	Northern Tobacco Securitization
		Corp., Series A, Refunding,
		Revenue Bond,
		4.625%, 06/01/2023		796,642

		Arizona - 3.16%
	1,000,000	Phoenix Civic Improvement
		Wastewater System, Refunding,
		Revenue Bond,
		5.000%, 07/01/2020		1,119,780
	500,000	Pinal County Industrial Development
		Authority Correctional Facilities,
		Revenue Bond, ACA Insured,
		5.250%, 10/01/2015		508,985
	1,000,000	Salt River Project, Series A,
		Revenue Bond,
		5.000%, 01/01/2021		1,142,310

				2,771,075

		Arkansas - 0.58%
	500,000	University of Arkansas, Series A,
		Revenue Bond,
		4.125%, 11/01/2030		512,220

		California - 9.83%
	445,000	California Economic Recovery,
		Series A, Refunding, GO,
		5.250%, 07/01/2021		523,075
	500,000	California Municipal Finance
		Authority, Mobile Home Park,
		Series A, Refunding, Revenue Bond,
		6.400%, 08/15/2045		500,285
	500,000	California Statewide Communities
		Development Authority, Refunding,
		Revenue Bond,
		6.125%, 07/01/2046		491,120
	600,000	California Statewide Communities
		Development Authority, Series A,
		Revenue Bond, ACA Insured,
		5.625%, 08/01/2034		586,752


Principal Amount					Value

		California (Continued)
$	1,000,000	California, GO,
		6.500%, 04/01/2033	$	1,170,990
	1,000,000	Gilroy Unified School District, GO,
		Assured Guaranty Insured,
		6.000%, 08/01/2025		1,173,460
	700,000	Golden State Tobacco Securitization,
		Series A, Revenue Bond,
		5.000%, 06/01/2017		700,644
	1,000,000	Los Angeles Department of Airports,
		Series A, Refunding, Revenue Bond,
		5.250%, 05/15/2029		1,092,250
	580,000	Los Angeles Unified School District,
		Series F, GO, FGIC Insured,
		5.000%, 07/01/2021		612,950
	1,175,000	San Francisco Steinhart Aquarium,
		Series F, GO,
		5.000%, 06/15/2023		1,230,260
	500,000	San Mateo Joint Powers Financing
		Authority, Series A, Refunding,
		Revenue Bond,
		5.250%, 07/15/2025		543,275

				8,625,061

		Colorado - 0.84%
	700,000	Regional Transportation District,
		Revenue Bond,
		6.000%, 01/15/2026		733,971

		Connecticut - 1.30%
	1,000,000	Connecticut Health & Educational
		Facilities Authority, Series A,
		Refunding, Revenue Bond,
		5.000%, 07/01/2025		1,140,800

		Delaware - 0.47%
	500,000	New Castle County, Revenue Bond,
		5.000%, 09/01/2036		409,100

		Florida - 2.37%
	315,000	Beacon Lakes Community
		Development, Series A,
		Special Assessment,
		6.000%, 05/01/2038		284,546
	300,000	Brevard County Health Facilities
		Authority, Revenue Bond,
		7.000%, 04/01/2039		334,125

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Florida (Continued)
$	500,000	Miami-Dade County Educational
		Facilities, Series A, Revenue Bond,
		5.000%, 04/01/2034	$	553,480
	500,000	Miami-Dade County Health
		Facilities, Series A, Refunding,
		Revenue Bond,
		5.250%, 08/01/2021		531,515
	525,000	Tolomato Community Development
		District, Special Assessment,
		6.375%, 05/01/2017		377,281

				2,080,947

		Georgia - 3.11%
	1,000,000	Atlanta Water & Wastewater,
		Revenue Bond,
		6.250%, 11/01/2039		1,133,960
	1,000,000	Fulton County School District,
		Refunding, GO,
		5.250%, 01/01/2014		1,097,130
	500,000	Marietta Development Authority,
		Revenue Bond,
		7.000%, 06/15/2039		495,100

				2,726,190

		Hawaii - 0.64%
	500,000	Hawaii, Series DJ, GO,
		5.000%, 04/01/2024		564,560

		Idaho - 1.30%
	1,000,000	Boise-Kuna District, Revenue Bond,
		7.375%, 06/01/2034		1,139,030

		Illinois - 4.81%
	1,000,000	Chicago Board of Education,
		Series B, Refunding, GO,
		5.000%, 12/01/2023		1,044,600
	450,000	Illinois Financial Authority,
		Revenue Bond,
		7.000%, 08/15/2044		473,229
	400,000	Markham, Series A, GO,
		6.000%, 02/01/2025		419,432
	525,000	Markham, Series C, GO,
		4.750%, 02/01/2017		526,848
	400,000	Northlake, GO, FGIC Insured,
		5.000%, 12/01/2029		419,780


Principal Amount					Value

		Illinois (Continued)
		Railsplitter Tobacco Settlement
		Authority, Revenue Bond,
$	750,000	5.000%, 06/01/2018	$	817,177
	500,000	6.250%, 06/01/2024		522,680

				4,223,746

		Indiana - 3.49%
	500,000	Fishers Industry Redevelopment
		District, Saxony Project,
		Revenue Bond,
		5.250%, 07/15/2034		535,995
	1,000,000	Indiana State Finance Authority,
		Series A, Refunding,
		Revenue Bond,
		5.000%, 02/01/2021		1,211,000
	400,000	Sheridan Community School’s
		Building Corporation, Revenue
		Bond, FSA Insured,
		5.500%, 07/15/2020		464,360
	750,000	Tri-Creek Middle School Building
		Corporation, Revenue Bond,
		FSA Insured,
		5.250%, 07/15/2021		849,322

				3,060,677

		Iowa - 1.77%
	600,000	Iowa Finance Authority Pollution
		Control, Revenue Bond,
		FGIC Insured,
		5.000%, 07/01/2014		653,088
	750,000	Iowa Finance Authority,
		Revenue Bond,
		5.000%, 08/01/2018		902,347

				1,555,435

		Kansas - 1.14%
	715,000	Wyandotte County, Revenue Bond,
		4.875%, 10/01/2028		533,039
	785,000	Wyandotte County/Kansas City
		Unified Government, Series B,
		Refunding, Revenue Bond,
		0.000%, 06/01/2021 (b)		469,281

				1,002,320

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Kentucky - 1.17%
$	1,000,000	Pikeville Hospital, Revenue Bond, 3.000%, 09/01/2013	$	1,027,110

		Louisiana - 1.76%
	800,000	Louisiana Citizens Property, Revenue Bond,
		6.750%, 06/01/2026		913,832
	500,000	Louisiana Public Facilities Authority, Revenue Bond, 5.500%, 05/15/2032		629,345

				1,543,177

		Maryland - 3.94%
	550,000	Anne Arundel County, Tax Allocation, 6.100%, 07/01/2040		547,717
	1,160,000	Maryland Department of Transportation County T Construction, Revenue Bond,
		5.500%, 02/01/2017		1,411,720
	485,000	Maryland Economic Development Corporation, Refunding, Revenue Bond, Consol Energy, Inc. Insured, 5.750%, 09/01/2025		485,306
	500,000	Maryland Economic Development Corporation, Series A, Revenue Bond, 5.750%, 06/01/2035		500,630
	500,000	Maryland Student Housing Economic Development, Revenue Bond, 5.750%, 06/01/2033		511,595

				3,456,968

		Massachusetts - 4.54%
	430,000	Massachusetts Development Finance Agency, Series A, Revenue Bond, 5.450%, 04/15/2014		444,844
	1,000,000	Massachusetts Health & Educational Facilities Authority, Revenue Bond, 5.500%, 07/01/2032		1,303,580
	700,000	Massachusetts Health & Educational Facilities Authority, Series A, Refunding, Revenue Bond, 5.000%, 12/15/2029		795,564
	785,000	5.000%, 11/15/2036		896,313


Principal Amount					Value

		Massachusetts (Continued)
$	500,000	Massachusetts Health & Educational Facilities Authority, Series B, Revenue Bond, 5.000%, 10/01/2038	$	544,995

				3,985,296

		Michigan - 0.99 %
	800,000	Lansing School District, Refunding, GO, Q-SBLF Insured, 5.000%, 05/01/2017		866,368

		Minnesota - 2.85 %
	700,000	Minneapolis & St. Paul Housing and Redevelopment Authority Health Care, Revenue Bond, 4.000%, 08/15/2015		759,087
	500,000	Minnesota, Series B, GO, 5.000%, 08/01/2021		606,335
	560,000	Rochester Health Care Facilities Mayo Clinic, Series C, Revenue Bond, 4.500%, 11/15/2038 (a)		633,825
	500,000	St. Paul Housing & Redevelopment Authority, Refunding, Revenue Bond, 5.700%, 11/01/2015		500,435

				2,499,682

		Missouri - 5.46%
	810,000	Hannibal Industrial Development Authority, Hannibal Regional Hospital, Refunding, Revenue Bond, 5.250%, 09/01/2018		842,481
	700,000	Missouri Development Finance Board, Revenue Bond, 5.750%, 06/01/2034		729,813
	1,000,000	Missouri Health & Educational Facilities Authority, Series A, Revenue Bond, 5.375%, 03/15/2039		1,107,930
	1,000,000	Missouri Highway & Transportation Commission, Series B, Revenue Bond, 5.000%, 05/01/2024		1,114,690

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Missouri - 5.46%
$	400,000	Missouri State Health & Educational Facilities Authority, Series B, Refunding, Revenue Bond, 5.000%, 11/15/2030	$	453,992
	500,000	St. Louis Airport, Revenue Bond, 6.625%, 07/01/2034		543,210

				4,792,116

		New York - 7.22%
	500,000	Brooklyn Arena Local Development Corporation, Revenue Bond, 6.500%, 07/15/2030		538,000
	345,000	Liberty Development Corp., Revenue Bond, 5.250%, 10/01/2035		351,631
	1,000,000	Metropolitan Transportation Authority, Series F, Revenue Bond, 5.000%, 11/15/2014		1,113,740
	500,000	New York Dormitory Authority, Revenue Bond, 6.125%, 12/01/2029		504,410
	500,000	New York Environmental Facilities, Revenue Bond, 5.500%, 10/15/2027		638,950
	1,000,000	New York, GO, 5.375%, 04/01/2036		1,086,870
	500,000	New York, NY, Series E-5, Refunding, GO, 1.247%, 08/01/2017		500,000
	500,000	Sales Tax Asset Receivable Corp., Series A, Revenue Bond, 5.250%, 10/15/2019		562,740
	500,000	Tobacco Settlement Financing, Revenue Bond, 5.250%, 06/01/2021		531,640
	500,000	Troy Capital Resource Corp., Series A, Revenue Bond, 5.125%, 09/01/2040		506,575

				6,334,556


Principal Amount					Value

		North Carolina - 1.04%
$	850,000	North Carolina Capital Facilities Finance Agency, Series B, Refunding, Revenue Bond, 5.000%, 10/01/2038	$	915,935

		Ohio - 3.73%
	1,000,000	Buckeye Tobacco Settlement Financial Authority, Series A, Revenue Bond, 5.875%, 06/01/2047		702,810
	750,000	Lorain, Refunding, GO, 6.750%, 12/01/2023		854,175
	500,000	Ohio Air Quality Development Authority, Series A, Revenue Bond, 5.700%, 08/01/2020		558,690
	1,000,000	Ohio, Series A, GO, 5.000%, 09/01/2015		1,157,830

				3,273,505

		Oregon - 0.52%
	400,000	Clackamas County School District, GO, 5.000%, 06/15/2021 (a)		454,804

		Pennsylvania - 11.34%
	1,250,000	Allegheny County Hospital Development Authority, Series A, Revenue Bond, 5.000%, 09/01/2014		1,382,575
	370,000	Allegheny County Industrial Development Authority, Refunding, Revenue Bond, 6.500%, 05/01/2017		399,481
	880,000	Blair County, Series A, Refunding, GO, 5.375%, 08/01/2015		981,174
	500,000	Butler County Hospital Authority, Revenue Bond, 7.125%, 07/01/2029		564,020
	1,000,000	Lackawanna County, Series B, Refunding, GO, 6.000%, 09/15/2032		1,093,650
	1,000,000	Lycoming County College, Revenue Bond, 5.500%, 07/01/2026		1,093,760

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Pennsylvania (Continued)
$	500,000	Pennsylvania Economic Development
		Financing Authority, Albert Einstein
		Health Care, Series A, Refunding,
		Revenue Bond,
		6.250%, 10/15/2023	$	528,380
	500,000	Pennsylvania Economic Development
		Financing Authority, Allegheny
		Energy Supply, Revenue Bond,
		7.000%, 07/15/2039		547,880
		Pennsylvania Higher Educational
		Facilities Authority, Revenue Bond,
	500,000	5.250%, 07/01/2019		534,350
	500,000	5.800%, 07/01/2030		508,170
	1,000,000	Pennsylvania, Refunding, GO,
		5.250%, 02/01/2014		1,108,790
	500,000	Philadelphia Gas Works, Refunding,
		Revenue Bond,
		5.250%, 08/01/2017		572,595
	625,000	Westmoreland County Industrial
		Development Authority,
		Revenue Bond,
		5.000%, 07/01/2025		636,919

				9,951,744

		Puerto Rico - 1.63%
	625,000	Puerto Rico Commonwealth,
		Series A, Refunding, Revenue Bond,
		Assured Guaranty Insured,
		5.000%, 07/01/2016		687,350
	620,000	Puerto Rico Commonwealth, Series B,
		Prerefunded, Refunding, GO,
		5.250%, 07/01/2032		743,560

				1,430,910

		South Dakota - 0.60%
	500,000	South Dakota Housing Development
		Authority, Series A, Revenue Bond,
		4.250%, 05/01/2015		524,945

		Texas - 7.89%
	430,000	Central Texas Regional Mobility
		Authority, Revenue Bond,
		6.000%, 01/01/2041		436,037


Principal Amount					Value

		Texas (Continued)
$	635,000	Clifton Texas Higher Education
		Finance Corporation, Series A,
		Refunding, Revenue Bond,
		4.000%, 12/01/2015	$	657,104
	425,000	Harris County Industrial
		Development, Revenue Bond,
		5.000%, 02/01/2023		457,984
	580,000	La Porte Independent School
		District, GO,
		5.250%, 02/15/2024		640,535
	200,000	Lower Colorado River Authority,
		Series B, Refunding,
		Revenue Bond, FSA Insured,
		6.000%, 05/15/2013		200,730
	700,000	North Texas Tollway Authority,
		Series A, Refunded,
		Revenue Bond,
		6.000%, 01/01/2019		814,744
	250,000	North Texas Tollway Authority,
		Series A, Revenue Bond,
		5.000%, 09/01/2020		292,008
	770,000	North Texas Tollway Authority,
		Series E, Refunding,
		Revenue Bond,
		5.750%, 01/01/2038 (a)		872,348
	500,000	Texas Private Activity Surface
		Transportation Corp.,
		LBJ Infrastructure,
		Revenue Bond,
		7.500%, 06/30/2033		560,465
	845,000	Texas Private Activity Surface
		Transportation Corp.,
		Revenue Bond,
		7.500%, 12/31/2031		948,513
	500,000	Texas Transportation Commission,
		Revenue Bond,
		5.000%, 04/01/2018		589,855
	400,000	Texas, Series A, GO,
		5.000%, 04/01/2022		456,720

				6,927,043

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount						Value

		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Utah - 1.27%
$	1,000,000	Utah Associated Municipal Power
		Systems San Juan Project,
		Refunding, Revenue Bond,
		5.500%, 06/01/2022		$	1,110,650

		Virgin Islands - 1.16%
	1,000,000	Virgin Islands Public Finance
		Authority, Refunding,
		Revenue Bond,
		5.000%, 10/01/2025			1,018,850

		Virginia - 1.95%
	1,000,000	Henry County Public Service
		Authority Water & Sewer,
		Refunding, Revenue Bond,
		FSA Insured,
		5.500%, 11/15/2019			1,201,900
	400,000	Virginia College Building Authority
		Educational Facilities,
		Revenue Bond,
		5.750%, 01/01/2034			510,036

					1,711,936

		Washington - 0.62%
	500,000	King County Hospital, Refunding,
		GO, MBIA Insured,
		5.000%, 12/01/2021	.		548,170

		Wisconsin - 2.66%
	195,000	Badger Tobacco Asset Securitization,
		Revenue Bond,
		6.125%, 06/01/2027			202,445
	500,000	Southeast Wisconsin Professional
		Baseball Park Sales Tax, Series A,
		Revenue Bond, MBIA Insured,
		5.500%, 12/15/2026			567,350
	400,000	Wisconsin Health & Educational
		Facilities, Series A,
		Revenue Bond,
		5.000%, 02/15/2018			424,556
	1,000,000	Wisconsin, Series A, Refunding,
		Revenue Bond,
		6.000%, 05/01/2033			1,136,510

					2,330,861

		Total Municipal Debt Obligations
		(Cost $81,371,890)			86,574,700


Principal Amount					Value

		SHORT TERM INVESTMENTS - 1.08%
		Money Market Funds - 1.08%
$	946,736	Fidelity Tax Exempt Portfolio
		Effective Yield, 0.01%	$	946,736

		Total Short Term Investments
		(Cost $946,736)		946,736

		Total Investments
		(Cost $82,318,626) - 99.74%		87,521,436
		Other Assets and Liabilities - 0.26%		231,570

		TOTAL NET ASSETS - 100.00%	$	87,753,006


Percentages are stated as a percent of net assets.
(a)	Variable Rate Security. The rate shown is the rate in effect on September 30, 2011.
(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.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2011


Principal Amount					Value

		ASSET BACKED SECURITIES - 0.50%
	1,047,007	Diamond Resorts Owner Trust
		2011-1A, 4.000%, 03/20/2023 (b)	$	1,056,761

		Total Asset Backed Securities
		(Cost $1,039,774)		1,056,761

		BANK LOANS - 4.28%
	548,622	AES Corp.
		4.250%, 05/17/2018		537,478
	500,000	Asurion Corp.
		9.000%, 05/10/2019		479,844
	715,000	Chrysler Automotive
		6.000%, 05/20/2017		629,498
	773,058	CPG International
		6.000%, 02/18/2017		739,236
	230,000	Cumulus Media, Inc.
		5.750%, 07/22/2018		217,638
	500,000	Hubbard Radio
		8.750%, 03/24/2017		486,250
	120,000	Inmar Corp.
		6.500%, 08/03/2017		119,700
	560,000	Lawson Software, Inc. / SoftBrands, Inc.
		6.750%, 06/28/2018		531,534
	480,000	Milacron LLC
		7.500%, 04/11/2017		471,600
	578,167	Mold Masters Group
		3.813%, 10/10/2014		558,413
	812,963	Nortek, Inc.
		5.251%, 04/12/2017		780,444
	580,000	Open Link Financial
		5.250%, 04/13/2018		572,750
	760,000	PQ Corp.
		6.740%, 07/30/2015 (c)		672,600
	980,000	Quintiles Corp.
		5.000%, 05/26/2018		926,916
	575,000	SemGroup Corp.
		5.750%, 06/03/2018		575,000
		Sprouts Farmers Market, LLC
	746,250	6.000%, 03/10/2018 (c)		708,938
	1,875	6.000%, 03/10/2018		1,781
	95,000	Stackpole International
		7.500%, 08/01/2017		90,725

		Total Bank Loans
		(Cost $9,433,346)		9,100,345


Principal Amount					Value

		COLLATERALIZED MORTGAGE
		OBLIGATIONS - 6.94%
		American Home Mortgage Investment Trust
	420,681	2005-2, 1.975%, 09/25/2045 (c)	$	327,544
	315,117	2005-2, 1.975%, 09/25/2045 (c)		251,207
	253,843	2005-4, 0.525%, 11/25/2045 (c)		151,269
	230,692	2006-1, 0.375%, 03/26/2046 (c)		138,006
	199,167	Bank of America Mortgage Securities, Inc.
		2005-A, 2.873%, 02/25/2035 (c)		167,727
	298,310	Bear Stearns Adjustable Rate
		Mortgage Trust
		2004-1, 2.824%, 04/25/2034 (c)		221,683
	835,000	CFCRE Commercial Mortgage Trust
		2011-C1, 5.737%, 04/15/2044 (b)(c)		718,274
	120,359	Countrywide Home Loans
		2005-11, 0.505%, 04/25/2035 (c)		68,773
	275,000	CW Capital Cobalt Ltd.
		2007-C2, 5.484%, 04/17/2047 (c)		292,592
	1,755,000	DBUBS Mortgage Trust
		2011-LC1, 5.728%,
		11/13/2046 (b)(c)		1,389,192
	1,000,000	Extended Stay America Trust
		2010-ESH, 5.498%, 11/05/2027 (b)		943,507
	630,627	GMAC Mortgage Corp. Loan Trust
		2005-AR3, 2.887%, 06/19/2035 (c)		535,565
	275,000	Greenwich Capital Commercial
		Funding Corp.
	125,000	2007-GG11, 5.736%, 12/10/2049		286,718
		A-M, 5.867%, 12/10/2049 (c)		101,220
	880,000	GS Mortgage Securities Corp. II
		2007-GG10, 5.984%,
		08/10/2045 (c)		643,736
		GSAA Trust
	844,293	2005-11, 0.515%, 10/25/2035 (c)		573,486
	472,784	2006-20, 0.305%, 01/25/2037 (c)		198,526
		GSR Mortgage Loan Trust
	81,774	2004-14, 3.093%, 12/25/2034 (c)		56,377
	293,756	2005-AR4, 5.400%, 07/25/2035		237,943
	754,781	Impac Secured Assets CMN Owner Trust
		2007-2, 0.345%, 05/25/2037 (c)		372,824
		IndyMac Index Mortgage Loan Trust
	179,248	2004-AR7, 1.095%, 09/25/2034 (c)		112,159
	701,693	2005-AR1, 2.591%, 03/25/2035 (c)		538,409
	429,929	2005-AR35, 5.444%, 02/25/2036 (c)		277,757
	69,932	2005-AR16IP, 0.555%, 07/25/2045 (c)		42,312

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
	1,100,000	JPMorgan Chase Commercial Mortgage
		Securities Corp.
		2010-C1, 6.525%, 06/17/2043 (b)(c)	$	975,531
	400,000	Morgan Stanley Capital I
		2011-C2, 5.496%, 06/17/2044 (b)(c)		285,822
	645,000	Morgan Stanley Re-REMIC Trust
		2009-GG10, 5.984%,
		08/14/2045 (b)(c)		604,527
	1,000,000	2010-GG10, 5.984%,
		08/15/2045 (b)(c)		939,392
	158,504	New York Mortgage Trust
		2006-1, 2.805%, 05/25/2036 (c)		129,439
		Residential Accredit Loans, Inc.
	844,759	2005-QA12, 4.081%, 12/25/2035 (c)		475,088
	726,347	2006-QO7, 1.042%, 09/25/2046 (c)		296,501
	485,435	Structured Adjustable Rate Mortgage
		Loan Trust
		2005-14, 0.545%, 07/25/2035 (c)		277,436
		WaMu Mortgage Pass-Through Certificate
	63,682	2006-AR17, 1.062%, 12/25/2046 (c)		41,936
	123,430	2007-OA3, 1.012%, 04/25/2047 (c)		82,686
	181,335	Wells Fargo Mortgage Backed
		Securities Trust
		2005-11, 5.500%, 11/25/2035		182,534
	2,200,000	WF-RBS Commercial Mortgage Trust
		2011-C2, 5.647%, 02/18/2044 (b)(c)		1,794,588

		Total Collateralized Mortgage Obligations
		(Cost $16,690,884)		14,732,286


Number of Shares

		COMMON STOCKS - 0.94%
		Diversified Telecommunication Services - 0.68%
	19,720	AT&T, Inc.		562,414
	29,059	Telefonica SA - ADR		555,608
	8,756	Verizon Communications, Inc.		322,221

				1,440,243

		Oil & Gas - 0.13%
	4,400	Royal Dutch Shell Plc - ADR		270,688

		Tobacco - 0.13%
	10,336	Altria Group, Inc.		277,108

		Total Common Stocks
		(Cost $1,977,098)		1,988,039


Principal Amount					Value

		CONVERTIBLE OBLIGATIONS - 1.21%
		Automobiles - 0.19%
	305,000	Ford Motor Co.
		4.250%, 11/15/2016	$	397,644

		Auto Components - 0.09%
	140,000	TRW Automotive, Inc.
		3.500%, 12/01/2015		190,050

		Biotechnology - 0.25%
	460,000	Vertex Pharmaceuticals, Inc.
		3.350%, 10/01/2015		530,150

		Communications Equipment - 0.13%
	380,000	Ciena Corp.
		0.875%, 06/15/2017		279,300

		Oil & Gas - 0.43%
	455,000	Alpha Natural Resources, Inc.
		2.375%, 04/15/2015		433,956
	460,000	Peabody Energy Corp.
		4.750%, 12/15/2066		478,400

				912,356

		Semiconductors & Semiconductor
		Equipment - 0.12%
	215,000	Intel Corp.
		3.250%, 08/01/2039		253,969

		Total Convertible Obligations
		(Cost $3,060,169)		2,563,469


Number of Shares

		CONVERTIBLE PREFERRED STOCKS - 1.14%
		Automobiles - 0.19%
	11,500	General Motors Co.		403,420

		Banks - 0.54%
	1,100	Wells Fargo & Co.		1,136,366

		Oil & Gas - 0.41%
	17,100	Apache Corp.		875,007

		Total Convertible Preferred Stocks
		(Cost $2,837,522)		2,414,793


Principal Amount

		CORPORATE OBLIGATIONS - 24.91%
		Aerospace & Defense - 0.21%
		Meccanica Holdings USA, Inc.
	100,000	7.375%, 07/15/2039 (b)		96,291
	400,000	6.250%, 01/15/2040 (b)		344,699

				440,990

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		CORPORATE OBLIGATIONS (Continued)
		Airlines - 0.08%
	200,000	American Airlines, Inc.
		7.500%, 03/15/2016 (b)	$	169,000

		Auto Components - 1.13%
	1,145,000	American Axle & Manufacturing, Inc.
		7.875%, 03/01/2017		1,082,025
	250,000	Goodyear Tire & Rubber Co.
		8.250%, 08/15/2020		255,625
	1,000,000	Lear Corp.
		8.125%, 03/15/2020		1,055,000

				2,392,650

		Banks - 0.86%
		CIT Group, Inc.
	565,000	7.000%, 05/01/2015		561,469
	350,000	7.000%, 05/02/2017 (b)		339,937
	1,000,000	Halyk Savings Bank of Kazakhstan JSC
		7.250%, 01/28/2021 (b)		925,000

				1,826,406

		Business Services - 0.46%
	1,120,000	Alfa Bond Issuance Plc
		7.750%, 04/28/2021 (b)		968,800
		Chemicals - 0.57%
	1,100,000	Braskem Finance Ltd.
		5.750%, 04/15/2021 (b)		1,014,860
	250,000	Ineos Group Holdings Ltd.
		8.500%, 02/15/2016 (b)		186,250

				1,201,110

		Commercial Services & Supplies - 1.02%
	1,100,000	RR Donnelley & Sons Co.
		7.625%, 06/15/2020		981,750
		International Lease Finance Corp.
	1,080,000	7.125%, 09/01/2018 (b)		1,089,450
	100,000	8.250%, 12/15/2020		98,250

				2,169,450

		Communications - 0.26%
	350,000	CCO Holdings LLC
		8.125%, 04/30/2020		365,750
	200,000	Univision Communications, Inc.
		7.875%, 11/01/2020 (b)		188,500

				554,250


Principal Amount					Value

		Construction Materials - 0.06%
	200,000	Cemex S.A.B. de C.V.
		9.000%, 01/11/2018 (b)	$	137,500

		Consumer Finance - 0.11%
	250,000	Ally Financial, Inc.
		7.500%, 09/15/2020		227,187

		Containers & Packaging - 0.58%
	250,000	Reynolds Group Issuer LLC
		8.250%, 02/15/2021 (b)		198,750
	800,000	Reynolds Group Issuer, Inc.
		8.750%, 10/15/2016 (b)		1,034,284

				1,233,034

		Diversified Business Services - 0.09%
	200,000	United Rentals, Inc.
		8.375%, 09/15/2020		184,500

		Diversified Financial Services - 2.54%
	560,000	Banco Votorantim SA
		6.250%, 05/16/2016 (b)		309,895
	250,000	Expro Finance Luxembourg SCA
		8.500%, 12/15/2016 (b)		218,750
	1,065,000	Ford Credit Ltd.
		4.875%, 03/17/2014		1,015,048
	300,000	Ford Motor Credit Co. LLC
		5.750%, 02/01/2021		297,599
	400,000	Hexion U.S. Finance Corp.
		8.875%, 02/01/2018		332,000
	200,000	Pinnacle Foods Finance LLC
		8.250%, 09/01/2017		196,000
	1,615,000	Residential Capital LLC
		9.625%, 05/15/2015		1,259,700
	1,000,000	SLM Corp.
		5.190%, 04/24/2019		947,880
	700,000	Springleaf Finance Corp.
		4.125%, 11/29/2013		827,817

				5,404,689

		Diversified Manufacturing - 1.33%
	1,215,000	Biomet, Inc.
		11.625%, 10/15/2017		1,266,638
	250,000	RBS Global, Inc.
		8.500%, 05/01/2018		240,625
	1,200,000	Votorantim Cimentos SA
		7.250%, 04/05/2041 (b)		1,134,000
	200,000	Vulcan Materials Co.
		7.500%, 06/15/2021		186,894

				2,828,157

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		CORPORATE OBLIGATIONS (Continued)
		Diversified Telecommunication Services - 3.43%
	2,000,000	Brasil Telecom SA
		9.750%, 09/15/2016 (b)	$	973,275
	200,000	CHC Helicopter SA
		9.250%, 10/15/2020 (b)		171,000
	2,200,000	Centurylink, Inc.
		7.600%, 09/15/2039		1,984,277
	890,000	Clearwire Communications LLC
		12.000%, 12/01/2015 (b)		758,725
	250,000	Cricket Communications, Inc.
		7.750%, 10/15/2020		218,125
	250,000	Frontier Communications Corp.
		8.500%, 04/15/2020		243,750
	350,000	Intelsat Jackson Holdings SA
		7.500%, 04/01/2021 (b)		326,375
	1,000,000	Level 3 Financing, Inc.
		8.750%, 02/15/2017		926,250
	200,000	MetroPCS Wireless, Inc.
		7.875%, 09/01/2018		195,000
	1,100,000	Qwest Corp.
		7.200%, 11/10/2026		1,050,500
		Portugal Telecom International Finance BV
	100,000	4.500%, 06/16/2025		89,763
	350,000	5.000%, 11/04/2019		351,683

				7,288,723

		Electrical Equipment - 0.08%
	200,000	CDW Finance Corp.
		7.500%, 04/01/2019 (b)		177,000

		Energy Equipment & Services - 0.37%
	200,000	Cie Generale de Geophysique
		7.750%, 05/15/2017		198,000
	1,080,000	Cia de Eletricidade do Estado da Bahia
		11.750%, 04/27/2016 (b)		583,008

				781,008

		Food & Staples Retailing - 0.14%
	100,000	Blue Merger Sub, Inc.
		7.625%, 02/15/2019 (b)		85,000
	200,000	Rite Aid Corp.
		8.000%, 08/15/2020		209,500

				294,500

		Food Products - 0.05%
	100,000	Dean Foods Co.
		9.750%, 12/15/2018		101,750


Principal Amount					Value

		Health Care Providers & Services - 0.52%
	200,000	Community Health Systems, Inc.
		8.875%, 07/15/2015	$	197,000
		HCA, Inc.
	200,000	7.875%, 02/15/2020		208,000
	760,000	7.500%, 02/15/2022		703,000
	4,000	Vanguard Health Systems, Inc.
		0.000%, 02/01/2016 (d)		2,620

				1,110,620

		Hotels, Restaurants & Leisure - 0.79%
	600,000	Mandalay Resort Group
		7.625%, 07/15/2013		588,000
	100,000	ClubCorp Club Operations, Inc.
		10.000%, 12/01/2018		89,000
	300,000	Caesars Entertainment Operating Co., Inc.
		11.250%, 06/01/2017		304,125
		MGM Resorts International
	595,000	7.625%, 01/15/2017		513,188
	200,000	7.500%, 06/01/2016		174,500

				1,668,813

		Independent Power Producers &
		Energy Traders - 0.32%
	250,000	Calpine Corp.
		7.500%, 02/15/2021 (b)		240,000
		Enel Finance International NV
	200,000	6.800%, 09/15/2037 (b)		187,213
	300,000	6.000%, 10/07/2039 (b)		253,668

				680,881

		Insurance - 1.18%
	1,100,000	American International Group, Inc.
		8.175%, 05/15/2058 (c)		974,875
	1,550,000	Metlife Capital Trust IV
		7.875%, 12/15/2037 (b)(c)		1,534,500

				2,509,375

		IT Services - 0.09%
	200,000	SunGard Data Systems, Inc.
		7.625%, 11/15/2020		187,000

		Machinery - 0.09%
	200,000	RSC Equipment Rental, Inc.
		10.250%, 11/15/2019		197,000

		Media - 0.23%
	250,000	Clear Channel Communications, Inc.
		9.000%, 03/01/2021		186,875

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		CORPORATE OBLIGATIONS (Continued)
		Media (Continued)
	300,000	DISH DBS Corp.
		7.125%, 02/01/2016	$	305,250

				492,125

		Metals & Mining - 0.82%
	1,100,000	Arcelormittal SA
		5.500%, 03/01/2021		987,404
	250,000	FMG Resources Ltd.
		6.875%, 02/01/2018 (b)		221,250
	675,000	Vedanta Resources Plc
		8.250%, 06/07/2021 (b)		526,500

				1,735,154

		Multi Utilities - 1.52%
	500,000	Ameren Energy Generating Co.
		7.950%, 06/01/2032		487,500
	1,690,000	EDP Finance BV
		6.000%, 02/02/2018 (b)		1,340,971
	980,000,000	Empresas Publicas de Medellin ESP
		8.375%, 02/01/2021 (b)		504,675
	535,000	Energy Future Intermediate
		Holding Co. LLC
		10.000%, 12/01/2020		524,300
	200,000	Intergen NV
		9.000%, 06/30/2017 (b)		204,500
	200,000	Texas Competitive Electric
		Holdings Co. LLC
		11.500%, 10/01/2020 (b)		161,000

				3,222,946

		Oil & Gas - 2.79%
		Alpha Natural Resources, Inc.
	100,000	6.000%, 06/01/2019		93,750
	100,000	6.250%, 06/01/2021		93,875
		Arch Coal, Inc.
	100,000	7.000%, 06/15/2019 (b)		95,500
	100,000	7.250%, 06/15/2021 (b)		96,750
	250,000	Chesapeake Energy Corp.
		6.125%, 02/15/2021		253,125
	250,000	Linn Energy LLC
		7.750%, 02/01/2021		251,250
	1,215,000	OGX Petroleo e Gas Participacoes SA
		8.500%, 06/01/2018 (b)		1,099,575
	250,000	Plains Exploration & Production Co.
		6.625%, 05/01/2021		246,562


Principal Amount					Value

		Oil & Gas (Continued)
	250,000	SandRidge Energy, Inc.
		8.000%, 06/01/2018 (b)	$	236,250
	5,000,000	Petroleos de Venezuela SA
		4.900%, 10/28/2014		3,456,250

				5,922,887

		Pharmaceuticals - 0.31%
		Valeant Pharmaceuticals International, Inc.
	320,000	6.500%, 07/15/2016 (b)		299,200
	75,000	7.000%, 10/01/2020 (b)		66,750
	300,000	6.750%, 08/15/2021 (b)		261,375
	50,000	7.250%, 07/15/2022 (b)		44,125

				671,450

		Publishing - 0.09%
	200,000	Visant Corp.
		10.000%, 10/01/2017		186,000

		Real Estate - 0.49%
	1,000,000	Prologis, Inc.
		6.625%, 05/15/2018		1,038,363

		Retail - 0.750%
		Edcon Holdings (Proprietary) Limited
	150,000	6.971%, 06/15/2015 (b)(c)		125,601
	1,420,000	9.500%, 03/01/2018 (b)		1,215,248

				1,340,849

		Semiconductors & Semiconductor
		Equipment - 0.22%
	250,000	Abengoa Finance SAU
		8.875%, 11/01/2017 (b)		230,000
		Freescale Semiconductor, Inc.
	50,000	10.750%, 08/01/2020		50,250
	200,000	8.050%, 02/01/2020		182,000

				462,250

		Specialty Retail - 0.20%
	250,000	Michaels Stores, Inc.
		7.750%, 11/01/2018		235,000
	200,000	PETCO Animal Supplies, Inc.
		9.250%, 12/01/2018 (b)		201,000

				436,000

		Telecommunication Services - 0.27%
	205,000	Telecom Italia SpA
		6.000%, 09/30/2034		168,180

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		Telecommunication Services (Continued)
		Telefonica Emisiones SAU
	75,000	7.045%, 06/20/2036	$	75,164
	75,000	5.134%, 04/27/2020		69,969
	75,000	5.462%, 02/16/2021		71,346
	200,000	West Corp.
		7.875%, 01/15/2019		189,000

				573,659

		Textiles, Apparel & Luxury Goods - 0.43%
	1,100,000	Phillips Van Heusen Corp.
		7.750%, 11/15/2023		1,164,384
		Transportation - 0.20%
	200,000	CDRT Merger Sub, Inc.
		8.125%, 06/01/2019 (b)		186,000
	250,000	Energy XXI Gulf Coast, Inc.
		9.250%, 12/15/2017		245,000

				431,000

		Wireless Telecommunication Services - 0.23%
	510,000	Nextel Communications, Inc.
		6.875%, 10/31/2013		498,525

		Total Corporate Obligations
		(Cost $58,845,666)		52,909,985

		FOREIGN DEBT OBLIGATIONS - 47.17%
	4,500,000	Canadian Government Bond
		1.750%, 03/01/2013		4,347,681
		Financing of Infrastructural Projects
		State Enterprise
	100,000	8.375%, 11/03/2017 (b)		93,000
	1,180,000	7.400%, 04/20/2018 (b)		1,042,294
		Ghana Government Bond
	2,530,000	12.390%, 04/28/2014		1,540,405
	860,000	13.000%, 06/02/2014		542,521
	67,000,000,000	Indonesia Treasury Bill
		0.000%, 02/09/2012 (d)		7,450,796
		Israel Treasury Bill
	8,700,000	0.000%, 02/01/2012 (d)		2,300,395
	8,800,000	0.000%, 04/04/2012 (d)		2,315,300
		Malaysia Government Bond
	31,050,000	3.718%, 06/15/2012		9,791,269
	3,310,000	3.434%, 08/15/2014		1,041,349
		Mexican Bonos
	60,000,000	8.000%, 12/19/2013		4,620,720
	33,500,000	6.000%, 06/18/2015		2,493,891
	60,000	8.500%, 12/13/2018		497,026


Principal Amount					Value

		FOREIGN DEBT OBLIGATIONS (Continued)
	4,000,000	New South Wales Treasury Corp.
		5.500%, 08/01/2013	$	3,968,945
		Poland Government Bond
	17,735,000	0.000%, 01/25/2013 (d)		5,057,711
	3,073,000	0.000%, 07/25/2013 (d)		859,514
	4,000,000	Queensland Treasury Corp.
		6.000%, 08/21/2013		3,993,857
		Republic of Ghana
	80,000	14.990%, 03/11/2013		51,658
	60,000	14.250%, 07/29/2013		38,273
		Republic of Greece
	970,000	4.700%, 03/20/2024		441,978
	5,000	4.500%, 09/20/2037		2,225
		Republic of Hungary
	2,200,000	6.750%, 02/12/2013		10,060
	314,600,000	5.500%, 02/12/2014		1,389,306
	309,000,000	6.750%, 08/22/2014		1,399,112
	64,600,000	6.750%, 08/22/2014		292,500
	1,800,000	8.000%, 02/12/2015		8,427
	8,800,000	5.500%, 02/12/2016		37,400
	632,400,000	6.750%, 02/24/2017		2,780,662
	58,700,000	6.750%, 11/24/2017		255,844
	2,700,000	6.500%, 06/24/2019		11,242
	2,650,000	6.375%, 03/29/2021		2,591,700
	2,290,000	Republic of Iceland
		4.875%, 06/16/2016 (b)		2,248,720
	350,000	Republic of Indonesia
		4.875%, 05/05/2021 (b)		355,250
	9,600,000,000	8.375%, 09/15/2026		1,215,075
		Republic of Ireland
	1,280,000	4.000%, 01/15/2014		1,629,132
	810,000	4.600%, 04/18/2016		1,005,031
	790,000	4.500%, 10/18/2018		904,529
	990,000	4.400%, 06/18/2019		1,119,704
	270,000	5.900%, 10/18/2019		324,799
	180,000	4.500%, 04/18/2020		200,908
	95,000	5.000%, 10/18/2020		107,367
	1,015,000	5.400%, 03/13/2025		1,139,548
		Republic of Korea
	2,084,500,000	3.750%, 06/10/2013		1,776,009
	17,120,000,000	3.000%, 12/10/2013		14,375,365
	1,260,000	Republic of Latvia
		5.250%, 06/16/2021 (b)		1,200,150

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2011


Principal Amount					Value

		FOREIGN DEBT OBLIGATIONS (Continued)
	56,000,000	Republic of Philippines
		6.250%, 01/14/2036	$	1,218,479
		Republic of Poland
	386,000	4.750%, 04/25/2012		116,722
	80,000	0.000%, 07/25/2012 (d)		23,305
	2,676,000	0.000%, 10/25/2012 (d)		771,812
	210,000	5.250%, 04/25/2013		64,319
	430,000	5.000%, 10/24/2013		131,178
		Republic of Portugal
	260,000	3.850%, 04/15/2021		206,667
	300,000	4.950%, 10/25/2023		243,164
	1,060,000	Republic of Serbia
		7.250%, 09/28/2021 (b)		985,524
	35,000,000	Russian Federation
		7.850%, 03/10/2018		1,069,870
	2,300,000	Ukraine Government International Bond
		7.950%, 02/23/2021 (b)		2,093,000
	394,000	United Kingdom Gilt
		5.250%, 06/07/2012		633,806
	135,000	United Mexican States
		7.500%, 06/21/2012		996,395
	2,700,000	Western Australia Treasury Corp.
		8.000%, 06/15/2013		2,781,819

		Total Foreign Debt Obligations
		(Cost $108,253,099)		100,204,708


Number of Shares

		PREFERRED STOCKS - 0.29%
		Insurance - 0.29%
	24,000	Montpelier Re Holdings Ltd. (a)		615,840

		Total Preferred Stocks
		(Cost $600,000)		615,840


Principal Amount

		SHORT TERM INVESTMENTS - 11.10%
		Commercial Paper - 0.51%
	1,080,000	Volkswagen Financial Services NV
		6.25%, 07/15/2015		1,083,335


Number of Shares

		Money Market Funds - 5.88%
	12,490,833	Federated Prime Obligations Fund
		Effective Yield, 0.13%		12,490,833


Principal Amount					Value

		U.S. Treasury Bill - 4.71%
		U.S. Treasury Bill
	6,000,000	0.008%, 11/10/2011	$	5,999,517
	4,000,000	0.030%, 03/22/2012 (e)		3,999,096

				9,998,613

		Total Short Term Investments
		(Cost $23,661,480)		23,572,781

		Total Investments
		(Cost $226,399,038) - 98.48%		209,159,007

		Other Assets in Excess of
		Liabilities - 1.52%		3,236,820

		TOTAL NET
		ASSETS - 100.00%	$	212,395,827


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(b) under the Securities Act of 1933. Such securities are treated as liquid securities according to the Fund’s liquidity guidelines. The aggregate value of these securities was $37,487,532, which represents 17.65% of total net assets.
(c)	Variable Rate Security. The rate shown is the rate in effect on September 30, 2011.
(d)	Zero coupon bond.
(e)	Partially assigned as collateral for certain futures contracts.

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF OPEN FUTURES CONTRACTS (Unaudited)

September 30, 2011


Description	Number of Contracts Purchased / (Sold)		Notional Value		Settlement Month	Unrealized Appreciation

S&P 500 Index Mini Futures	(58	)	(3,265,400	)	Dec-11		$	91,137
U.S. Treasury Long Bond Futures	(73	)	(10,411,625	)	Jan-12			146,185
U.S. Treasury Ultra Bond Futures	47		7,455,375		Jan-12			30,322

							$	267,644

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF OPEN FORWARD CURRENCY CONTRACTS (Unaudited)

September 30, 2011


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)

10/17/2011	U.S. Dollars	$	1,122,561	Australian Dollar	$	1,100,000		$	60,543
10/18/2011	U.S. Dollars		1,293,889	Australian Dollar		1,270,000			67,913
10/19/2011	U.S. Dollars		1,222,440	Australian Dollar		1,200,000			64,201
10/24/2011	U.S. Dollars		2,178,252	Australian Dollar		2,160,000			94,888
10/25/2011	U.S. Dollars		5,598,836	Australian Dollar		5,675,000			125,953
10/14/2011	U.S. Dollars		2,225,493	Brazil Real		3,780,000			222,560
10/24/2011	U.S. Dollars		2,006,864	Brazil Real		3,735,000			32,756
10/13/2011	U.S. Dollars		2,407,004	Canadian Dollar		2,400,000			117,510
10/24/2011	U.S. Dollars		5,577,411	Canadian Dollar		5,600,000			236,671
4/10/2012	U.S. Dollars		1,143,502	Chilean Peso		557,000,000			92,202
4/23/2012	U.S. Dollars		1,144,240	Chinese Yuan		7,330,000			(9,055	)
10/14/2011	U.S. Dollars		606,729	Colombian Peso		1,100,000,000			37,260
10/6/2011	U.S. Dollars		2,089,226	Euro		1,470,000			119,912
10/11/2011	U.S. Dollars		1,114,048	Euro		785,000			62,447
10/12/2011	U.S. Dollars		1,102,650	Euro		785,000			51,057
10/13/2011	U.S. Dollars		2,222,688	Euro		1,600,000			79,327
10/14/2011	U.S. Dollars		3,292,896	Euro		2,400,000			77,878
10/17/2011	U.S. Dollars		1,128,229	Euro		825,000			23,090
10/21/2011	U.S. Dollars		3,360,406	Euro		2,480,000			38,383
10/28/2011	U.S. Dollars		3,100,116	Euro		2,280,000			46,147
10/31/2011	U.S. Dollars		604,388	Euro		422,000			39,146
4/10/2012	U.S. Dollars		10,851,349	Euro		7,734,500			492,610
4/13/2012	U.S. Dollars		4,610,341	Euro		3,230,000			284,433
5/16/2012	U.S. Dollars		5,458,295	Euro		3,891,000			247,103
6/11/2012	U.S. Dollars		1,252,535	Euro		868,700			89,088
7/16/2012	U.S. Dollars		877,876	Euro		627,000			38,135
7/18/2012	U.S. Dollars		604,032	Euro		430,000			28,133
7/19/2012	U.S. Dollars		175,138	Euro		125,000			7,725
7/20/2012	U.S. Dollars		306,699	Euro		220,000			12,053

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

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

September 30, 2011


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)

7/23/2012	U.S. Dollars	$	116,428	Euro	$	83,000		$	5,266
7/31/2012	U.S. Dollars		985,289	Euro		691,917			58,605
8/1/2012	U.S. Dollars		1,955,102	Euro		1,379,553			107,465
8/2/2012	U.S. Dollars		762,370	Euro		534,734			46,200
8/3/2012	U.S. Dollars		1,006,974	Euro		715,023			49,343
8/6/2012	U.S. Dollars		788,388	Euro		559,081			39,610
8/20/2012	U.S. Dollars		2,541,623	Euro		1,770,000			171,057
8/23/2012	U.S. Dollars		167,068	Euro		116,181			11,467
8/24/2012	U.S. Dollars		166,276	Euro		115,904			11,045
8/29/2012	U.S. Dollars		166,685	Euro		116,433			10,746
9/24/2012	U.S. Dollars		261,009	Euro		191,000			5,201
9/26/2012	U.S. Dollars		120,407	Euro		89,000			1,210
4/10/2012	U.S. Dollars		8,250,000	Japanese Yen		694,608,750			(785,282	)
4/13/2012	U.S. Dollars		8,370,000	Japanese Yen		706,185,270			(816,449	)
10/17/2011	U.S. Dollars		1,929,026	South Korean Won		2,120,000,000			131,635
10/21/2011	U.S. Dollars		1,830,863	South Korean Won		2,100,000,000			50,922
10/14/2011	U.S. Dollars		3,337,379	Mexican Peso		42,620,000			268,572
10/21/2011	U.S. Dollars		4,249,145	Mexican Peso		56,300,000			198,236
10/3/2011	U.S. Dollars		1,163,370	Malaysian Ringgit		3,500,000			67,238
10/19/2011	U.S. Dollars		1,097,659	Malaysian Ringgit		3,400,000			33,580
10/13/2011	U.S. Dollars		1,201,646	Russian Ruble		36,500,000			70,497
4/10/2012	U.S. Dollars		591,007	Singapore Dollar		715,000			43,120
10/4/2011	Australian Dollar		1,019,863	Euro		750,000			(18,356	)
10/24/2011	Australian Dollar		2,160,000	U.S. Dollars		2,144,556			(61,192	)
10/25/2011	Australian Dollar		3,950,000	U.S. Dollars		3,878,824			(69,504	)
10/14/2011	Brazil Real		3,780,000	U.S. Dollars		2,205,368			(202,435	)
10/24/2011	Brazil Real		3,735,000	U.S. Dollars		2,060,121			(86,013	)
10/13/2011	Canadian Dollar		2,400,000	U.S. Dollars		2,435,510			(146,015	)
10/24/2011	Canadian Dollar		1,150,000	U.S. Dollars		1,128,170			(31,411	)
4/10/2012	Chilean Peso		1,899,012,500	U.S. Dollars		3,850,000			(265,741	)
4/13/2012	Chilean Peso		1,884,575,000	U.S. Dollars		3,850,000			(293,904	)
4/23/2012	Chinese Yen		7,330,000	U.S. Dollars		1,154,149			(854	)
10/4/2011	Euro		750,000	Australian Dollar		983,093			53,921
4/10/2012	Euro		414,729	Norwegian Krone		3,300,000			(1,814	)
4/10/2012	Euro		454,000	U.S. Dollars		643,195			(35,158	)
6/13/2012	Euro		386,000	U.S. Dollars		553,794			(36,826	)
6/14/2012	Euro		83,000	U.S. Dollars		118,595			(7,434	)
10/6/2011	Euro		785,000	U.S. Dollars		1,086,990			(35,349	)
10/11/2011	Euro		785,000	U.S. Dollars		1,086,935			(35,334	)
10/12/2011	Euro		785,000	U.S. Dollars		1,075,686			(24,092	)
10/13/2011	Euro		1,600,000	U.S. Dollars		2,183,360			(39,999	)

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

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

September 30, 2011


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)

10/14/2011	Euro	$	2,400,000	U.S. Dollars	$	3,288,696		$	(73,678	)
10/17/2011	Euro		825,000	U.S. Dollars		1,130,481			(25,342	)
10/21/2011	Euro		815,000	U.S. Dollars		1,101,122			(9,409	)
4/10/2012	British Pound		1,961,654	U.S. Dollars		3,162,500			(108,767	)
4/13/2012	British Pound		1,946,457	U.S. Dollars		3,170,000			(139,993	)
9/28/2012	Hungarian Forint		35,900,000	U.S. Dollars		163,735			(5,129	)
4/11/2012	Indian Rupee		117,200,000	U.S. Dollars		2,500,000			(151,335	)
4/16/2012	Indian Rupee		117,575,000	U.S. Dollars		2,500,000			(144,296	)
9/26/2012	South Korean Won		608,000,000	U.S. Dollars		514,835			(7,469	)
10/17/2011	South Korean Won		2,120,000,000	U.S. Dollars		1,914,653			(117,262	)
10/21/2011	South Korean Won		1,100,000,000	U.S. Dollars		944,206			(11,856	)
12/27/2011	South Korean Won		606,000,000	U.S. Dollars		514,825			(2,731	)
8/6/2012	Mexican Peso		1,597,390	U.S. Dollars		130,180			(18,045	)
8/8/2012	Mexican Peso		1,605,500	U.S. Dollars		130,180			(17,494	)
10/3/2012	Mexican Peso		22,740,000	U.S. Dollars		1,636,501			(48,002	)
10/14/2011	Mexican Peso		42,620,000	U.S. Dollars		3,300,984			(232,177	)
10/21/2011	Mexican Peso		56,300,000	U.S. Dollars		4,215,586			(164,677	)
3/26/2012	Malaysian Ringgit		777,000	U.S. Dollars		244,699			(2,518	)
6/18/2012	Malaysian Ringgit		2,500,000	U.S. Dollars		811,688			(34,026	)
6/21/2012	Malaysian Ringgit		2,167,800	U.S. Dollars		702,531			(28,253	)
9/26/2012	Malaysian Ringgit		478,000	U.S. Dollars		149,941			(2,919	)
10/3/2011	Malaysian Ringgit		3,500,000	U.S. Dollars		1,148,972			(52,841	)
10/3/2012	Malaysian Ringgit		5,330,000	U.S. Dollars		1,653,739			(14,579	)
10/19/2011	Malaysian Ringgit		1,650,000	U.S. Dollars		525,813			(9,421	)
4/10/2012	Norwegian Krone		24,469,540	Euro		3,100,000			(19,735	)
4/13/2012	Norwegian Krone		23,850,939	Euro		3,010,000			(4,128	)
4/10/2012	Philippine Peso		144,452,000	U.S. Dollars		3,350,000			(77,816	)
4/13/2012	Philippine Peso		144,887,500	U.S. Dollars		3,350,000			(68,292	)
4/10/2012	Polish Zloty		4,746,256	Euro		1,160,000			(143,767	)
4/13/2012	Polish Zloty		4,578,308	Euro		1,130,000			(153,638	)
8/6/2012	Polish Zloty		963,300	Euro		234,394			(29,125	)
8/8/2012	Polish Zloty		497,150	Euro		120,888			(14,934	)
8/9/2012	Polish Zloty		350,574	Euro		85,381			(10,716	)
10/13/2011	Russian Ruble		36,500,000	U.S. Dollars		1,197,801			(66,652	)
4/10/2012	Swedish Krona		44,055,858	Euro		4,840,000			(110,631	)
4/13/2012	Swedish Krona		43,466,148	Euro		4,770,000			(102,694	)
10/3/2012	Swedish Krona		7,620,000	Euro		816,458			3,174
3/26/2012	Singapore Dollar		637,800	U.S. Dollars		496,708			(8,085	)
4/10/2012	Singapore Dollar		3,114,788	U.S. Dollars		2,475,000			(88,216	)
4/13/2012	Singapore Dollar		3,120,095	U.S. Dollars		2,490,000			(99,049	)
7/31/2012	Singapore Dollar		1,428,700	U.S. Dollars		1,193,069			(96,585	)
8/1/2012	Singapore Dollar		1,145,260	U.S. Dollars		954,487			(75,522	)
8/6/2012	Singapore Dollar		1,834,763	U.S. Dollars		1,531,279			(123,035	)
10/6/2011	Singapore Dollar		2,800,000	U.S. Dollars		2,325,968			(185,103	)

								$	(1,574,925	)

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

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

September 30, 2011


Reference Obligation	Implied Credit Spread at September 30, 2011⁽³⁾	Fixed Receive Rate	Maturity Date	Counterparty	Notional Amount⁽⁴⁾		Fair Value		Upfront Premiums Paid		Unrealized Appreciation

CDX 16 Hy	7.44%	5.000%	6/20/2016	Merrill Lynch	$(2,400,000	)	$(216,139	)	$(161,474	)		$(54,665	)
CDX 16 Hy	7.44%	5.000%	6/20/2016	UBS Securities	$5,500,000		$495,318		$367,813			$127,505
CDX 15 Em	3.58%	5.000%	6/20/2016	Merrill Lynch	$4,700,000		$(280,977	)	$(365,138	)		$84,161
CDX 16 Em	3.69%	5.000%	12/20/2016	UBS Securities	$3,500,000		$(208,579	)	$(273,459	)		$64,880
CDX 16 Em	3.69%	5.000%	12/20/2016	Merrill Lynch	$3,500,000		$(208,579	)	$(181,240	)		$(27,339	)
ITRX Eur Sub Fin S16	5.29%	5.000%	12/20/2016	UBS Securities	$2,000,000		$24,812		$2,585			$22,227
Government of Spain	3.81%	1.000%	12/20/2016	Merrill Lynch	$1,100,000		$136,328		$134,559			$1,769
Erste Bank	3.25%	1.000%	9/20/2016	Merrill Lynch	$775,000		$99,685		$34,740			$64,945
MeadWestvaco Corp.	2.04%	1.000%	9/20/2016	Merrill Lynch	$1,200,000		$57,976		$44,192			$13,784
Weyerhaeuser Co.	2.25%	1.000%	9/20/2016	Merrill Lynch	$1,200,000		$68,981		$49,964			$19,017
Government of Italy	4.69%	1.000%	9/20/2016	Merrill Lynch	$1,200,000		$181,731		$176,968			$4,763

							$150,557		$(170,490	)		$321,047

GuideMark^SMOpportunistic Fixed Income Fund

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

September 30, 2011


Reference Obligation	Implied Credit Spread at September 30, 2011⁽³⁾	Fixed Receive Rate	Maturity Date	Counterparty	Notional Amount⁽⁴⁾	Fair Value		Upfront Premiums Paid		Unrealized Appreciation

NRG Energy, 7.375%	6.57%	5.000%	9/20/2016	Merrill Lynch	$300,000	$(18,985	)	$(13,482	)		$(5,503	)

						$(18,985	)	$(13,482	)		$(5,503	)


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 deliver the referenced obligation or underlying securities comprising the referenced index or (ii) receive 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 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.

GuidePath^SMStrategic Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2011


Number of Shares					Value

		INVESTMENT COMPANIES - 96.28%
		Affiliated Mutual Funds - 56.53%
	322,820	GuideMark^SMGlobal Real Return
		Fund - Institutional Shares (a)	$	2,727,827
	550,288	GuideMark^SMLarge Cap Growth
		Fund - Institutional Shares (a)		4,539,875
	689,456	GuideMark^SMLarge Cap Value
		Fund - Institutional Shares (a)		4,681,409
	560,690	GuideMark^SMOpportunistic Equity
		Fund - Institutional Shares (a)		4,435,055
	609,193	GuideMark^SMSmall/Mid Cap Core
		Fund - Institutional Shares (a)		5,342,622
	1,450,321	GuideMark^SMWorld ex-US
		Fund - Institutional Shares (a)		9,456,092

				31,182,880

		Exchange Traded Funds - 39.75%
	82,153	SPDR S&P 500 ETF Trust (b)		9,297,255
	17,181	SPDR S&P China ETF (b)		958,872
	243,692	Vanguard FTSE All-World ex-US
		Index Fund (b)		9,435,754
	9,502	Vanguard Global ex-US Real Estate
		ETF (b)		389,582
	5,494	Vanguard MSCI Emerging Markets
		ETF		197,180
	19,142	Vanguard REIT ETF		973,753
	10,158	Vanguard Small-Cap Growth ETF		679,164

				21,931,560

		Total Investment Companies
		(Cost $61,062,621)		53,114,440

		SHORT TERM INVESTMENTS - 3.85%
		Money Market Funds - 3.85%
	2,126,542	Federated Prime Obligations Fund
		Effective Yield, 0.13%		2,126,542

		Total Short Term Investments
		(Cost $2,126,542)		2,126,542


Number of Shares					Value

		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 3.29%
		Money Market Funds - 3.29%
	1,813,531	Mount Vernon Prime Portfolio
		Effective Yield, 0.21%	$	1,813,531

		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $1,813,531)		1,813,531

		Total Investments
		(Cost $65,002,694) - 103.42%		57,054,513
		Liabilities in Excess of Other
		Assets - (3.42)%		(1,888,631		)

		TOTAL NET ASSETS - 100.00%	$	55,165,882


	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.

GuidePath^SMTactical Constrained Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2011


Number of Shares					Value

		INVESTMENT COMPANIES - 96.31%
		Affiliated Mutual Funds - 62.08%
	810,885	GuideMark^SMCore Fixed Income
		Fund - Institutional Shares (a)	$	7,873,697
	180,995	GuideMark^SMGlobal Real Return
		Fund - Institutional Shares (a)		1,529,405
	466,477	GuideMark^SMLarge Cap Growth
		Fund - Institutional Shares (a)		3,848,439
	578,972	GuideMark^SMLarge Cap Value
		Fund - Institutional Shares (a)		3,931,218
	863,593	GuideMark^SMOpportunistic Equity
		Fund - Institutional Shares (a)		6,831,019
	420,158	GuideMark^SMOpportunistic Fixed
		Income Fund - Institutional
		Shares (a)		3,852,852
	338,313	GuideMark^SMSmall/Mid Cap Core
		Fund - Institutional Shares (a)		2,967,003
	713,471	GuideMark^SMWorld ex-US
		Fund - Institutional Shares (a)		4,651,832

				35,485,465

		Exchange Traded Funds - 31.47%
	8,148	Consumer Discretionary Select
		Sector SPDR Fund (b)		284,528
	4,194	Health Care Select Sector SPDR
		Fund		133,034
	5,405	PowerShares Asia Pacific ex-Japan
		ETF		235,117
	29,050	SPDR Barclays Capital High Yield
		Bond ETF (b)		1,051,319
	69,374	SPDR S&P 500 ETF Trust (b)		7,851,056
	17,442	SPDR S&P Dividend ETF		847,507
	19,906	Technology Select Sector SPDR
		Fund (b)		469,184
	99,316	Vanguard FTSE All-World ex-US
		Index Fund (b)		3,845,516
	6,823	Vanguard Global ex-US Real Estate
		ETF (b)		279,743
	3,481	Vanguard Long-Term Corporate
		Bond Fund (b)		292,752
	25,899	Vanguard MSCI EAFE ETF (b)		781,373
	45,690	Vanguard MSCI Emerging Markets
		ETF		1,639,814
	5,490	Vanguard REIT ETF		279,276

				17,990,219


Number of Shares					Value

		INVESTMENT COMPANIES (Continued)
		Mutual Funds - 2.76%
	64,593	AQR Diversified Arbitrage
		Fund - Institutional Shares	$	722,792
	85,433	PIMCO Emerging Local Bond
		Fund - Institutional Shares		854,331

				1,577,123

		Total Investment Companies
		(Cost $60,686,348)		55,052,807

		SHORT TERM INVESTMENTS - 3.04%
		Money Market Funds - 3.04%
	1,740,172	Federated Prime Obligations Fund
		Effective Yield, 0.13%		1,740,172

		Total Short Term Investments
		(Cost $1,740,172)		1,740,172

		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 3.53%
		Money Market Funds - 3.53%
	2,018,007	Mount Vernon Prime Portfolio
		Effective Yield, 0.21%		2,018,007

		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $2,018,007)		2,018,007

		Total Investments
		(Cost $64,444,527) - 102.88%		58,810,986
		Liabilities in Excess of Other
		Assets - (2.88)%		(1,647,603		)

		TOTAL NET ASSETS - 100.00%	$	57,163,383


	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.

GuidePath^SMTactical Unconstrained Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2011


Number of Shares					Value

		INVESTMENT COMPANIES - 96.44%
		Affiliated Mutual Funds - 45.56%
	379,839	GuideMark^SMLarge Cap Growth
		Fund - Institutional Shares (a)	$	3,133,669
	851,386	GuideMark^SMLarge Cap Value
		Fund - Institutional Shares (a)		5,780,908
	874,146	GuideMark^SMOpportunistic Equity
		Fund - Institutional Shares (a)		6,914,497
	920,544	GuideMark^SMOpportunistic Fixed
		Income Fund - Institutional
		Shares (a)		8,441,389
	464,747	GuideMark^SMSmall/Mid Cap Core
		Fund - Institutional Shares (a)		4,075,833
	636,947	GuideMark^SMWorld ex-US
		Fund - Institutional Shares (a)		4,152,894

				32,499,190

		Exchange Traded Funds - 30.75%
	384,988	SPDR Barclays Capital 1-3 Month
		T-Bill ETF (c)		17,651,700
	63,153	SPDR Barclays Capital High Yield
		Bond ETF (b)		2,285,507
	49,335	Vanguard High Dividend Yield
		ETF		1,994,120

				21,931,327

		Mutual Funds - 20.13%
	144,103	Eaton Vance Floating-Rate
		Fund - Institutional Shares		1,247,936
	205,966	Eaton Vance Global Macro Absolute
		Return Fund - Institutional Shares		2,026,708
	380,600	Eaton Vance Multi-Strategy
		Absolute Return Fund -
		Institutional Shares		3,471,071
	53,725	Eaton Vance Parametric Option
		Absolute Return Strategy Fund -
		Institutional Shares		551,758
	25,565	Eaton Vance Worldwide Health
		Sciences Fund - Institutional
		Shares		239,802
	726,628	Stadion Managed Portfolio Trust -
		Institutional Shares		6,823,040

				14,360,315

		Total Investment Companies
		(Cost $73,027,047)		68,790,832


Number of Shares					Value

		SHORT TERM INVESTMENTS - 3.48%
		Money Market Funds - 3.48%
	2,484,179	Federated Prime Obligations Fund
		Effective Yield, 0.13%	$	2,484,179

		Total Short Term Investments
		(Cost $2,484,179)		2,484,179

		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 5.01%
		Money Market Funds - 5.01%
	3,575,442	Mount Vernon Prime Portfolio
		Effective Yield, 0.21%		3,575,442

		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $3,575,442)		3,575,442

		Total Investments
		(Cost $79,086,668) - 104.93%		74,850,453
		Liabilities in Excess of Other
		Assets - (4.93)%		(3,515,720		)

		TOTAL NET ASSETS - 100.00%	$	71,334,733


	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.

See notes to financial statements.

GuidePath^SMAbsolute Return Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2011


Number of Shares					Value

		INVESTMENT COMPANIES - 96.68%
		Affiliated Mutual Funds - 34.21%
	1,924,275	GuideMark^SMCore Fixed Income
		Fund - Institutional Shares (a)	$	18,684,715
	166,215	GuideMark^SMOpportunistic Equity
		Fund - Institutional Shares (a)		1,314,764
	1,815,923	GuideMark^SMOpportunistic Fixed
		Income Fund - Institutional
		Shares (a)		16,652,013

				36,651,492

		Exchange Traded Funds - 28.67%
	169,878	iShares Barclays Aggregate Bond
		Fund		18,705,267
	40,328	iShares Barclays Credit Bond
		Fund (b)		4,346,148
	57,413	iShares Floating Rate Note		2,825,294
	19,283	iShares MSCI ACWI Index
		Fund (b)		754,351
	88,985	SPDR Barclays Capital 1-3 Month
		T-Bill ETF (b)(c)		4,079,962

				30,711,022

		Mutual Funds - 33.80%
	164,662	Eaton Vance Floating-Rate Fund -
		Institutional Shares		1,425,973
	480,848	Eaton Vance Global Macro Absolute
		Return Fund - Institutional Shares		4,731,549
	1,111,966	Eaton Vance Multi-Strategy Absolute
		Return Fund - Institutional Shares		10,141,128
	105,998	Eaton Vance Parametric Option
		Absolute Return Strategy Fund -
		Institutional Shares		1,088,604
	237,732	Highbridge Statistical Market
		Neutral Fund - Select Shares (c)		3,516,050
	263,124	JPMorgan Floating Rate Note		2,475,995
	400,956	JPMorgan Income Builder Fund -
		Select Shares		3,396,095
	138,840	JPMorgan Long/Short Fund -
		Select Shares		1,990,968
	241,902	JPMorgan Research Market Neutral
		Fund - Institutional Shares (c)		3,599,505
	230,627	JPMorgan Strategic Income
		Opportunities Fund - Select
		Shares		2,608,387


Number of Shares					Value

		INVESTMENT COMPANIES (Continued)
		Mutual Funds (Continued)
	80,380	JPMorgan Strategic Preservation
		Fund - Select Shares (c)	$	1,241,067

				36,215,321

		Total Investment Companies
		(Cost $105,434,000)		103,577,835

		SHORT TERM INVESTMENTS - 3.26%
		Money Market Funds - 3.26%
	3,489,010	Federated Prime Obligations Fund
		0.13%, 01/01/2050		3,489,010

		Total Short Term Investments
		(Cost $3,489,010)		3,489,010

		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 3.07%
		Money Market Funds - 3.07%
	3,290,600	Mount Vernon Prime Portfolio
		Effective Yield, 0.21%		3,290,600

		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $3,290,600)		3,290,600

		Total Investments
		(Cost $112,213,610) - 103.01%		110,357,445
		Liabilities in Excess of Other
		Assets - (3.01)%		(3,226,802		)

		TOTAL NET ASSETS - 100.00%	$	107,130,643


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

See notes to financial statements.

GuideMark^SMFunds & GuidePath^SMFunds

STATEMENTS OF ASSETS & LIABILITIES

September 30, 2011 (Unaudited)


	Large Cap Growth Fund			Large Cap Value Fund			Small/Mid Cap Core Fund

ASSETS:
Investments, at value (cost $243,163,993, $259,663,265, and $93,737,950, respectively)¹	$	236,536,685		$	241,709,163		$	82,638,146
Cash		—			10,648			4,179
Income receivable		85,988			386,076			57,208
Receivable for dividend reclaims		—			5,537			—
Receivable for investment securities sold		2,532,434			632,854			—
Receivable for fund shares sold		637,680			675,207			338,058
Other assets		49,353			49,149			42,328

Total Assets		239,842,140			243,468,634			83,079,919

LIABILITIES:
Payable for collateral on securities loaned		65,891,012			69,671,010			22,664,419
Payable to securities lending agent (See Note 6)		6,447			8,592			1,549
Payable for investment securities purchased		581,736			247,800			97,698
Payable for fund shares redeemed		255,789			267,701			93,801
Payable to Investment Advisor		88,048			106,767			28,583
Other accrued expenses		365,991			360,924			140,741

Total Liabilities		67,189,023			70,662,794			23,026,791

NET ASSETS	$	172,653,117		$	172,805,840		$	60,053,128

NET ASSETS CONSIST OF:
Capital stock		248,710,281			362,714,020			99,886,206
Unrealized depreciation on investments		(6,627,308	)		(17,954,102	)		(11,099,804	)
Accumulated undistributed net investment income (loss)		(348,129	)		1,552,585			(146,800	)
Accumulated undistributed net realized loss		(69,081,727	)		(173,506,663	)		(28,586,474	)

Total Net Assets	$	172,653,117		$	172,805,840		$	60,053,128

Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		1,396,604			2,119,814			1,412,253
Net assets		11,521,988			14,392,807			12,381,523
Net asset value, offering and redemption price per share	$	8.25		$	6.79		$	8.77

Service Shares
Shares outstanding (unlimited shares of no par value authorized)		19,592,393			23,392,054			5,452,151
Net assets		161,131,129			158,413,033			47,671,605
Net asset value, offering and redemption price per share	$	8.22		$	6.77		$	8.74


¹Includes loaned securities with a market value of:	$	61,999,411		$	65,613,937		$	21,053,822

See notes to financial statements.

GuideMark^SMFunds & GuidePath^SMFunds

STATEMENTS OF ASSETS & LIABILITIES (Continued)

September 30, 2011 (Unaudited)


	World ex-US Fund			Opportunistic Equity Fund			Global Real Return Fund

ASSETS:
Investments, at value (cost $240,388,181, $209,423,820, and
$156,592,155, respectively)¹	$	198,756,824		$	183,645,644		$	135,180,469
Foreign currencies (cost $935,744, $0, and $0, respectively)		925,883			—			—
Income receivable		602,342			129,389			45
Receivable for dividend reclaims		425,809			1,474			—
Receivable for investment securities and foreign currencies sold		1,300,167			95,842			2,295,259
Receivable for fund shares sold		252,707			234,480			172,965
Other assets		32,090			37,615			47,465

Total Assets		202,295,822			184,144,444			137,696,203

LIABILITIES:
Payable for collateral on securities loaned		1,305,732			49,609,960			20,997,400
Payable to securities lending agent (See Note 6)		5,588			—			—
Payable for investment securities purchased		3,407,518			170,523			2,302,487
Payable for fund shares redeemed		292,921			106,962			103,083
Payable to Investment Advisor		49,750			91,560			66,668
Payable to Custodian		209,849			27,056			12,393
Other accrued expenses		435,986			241,770			253,737

Total Liabilities		5,707,344			50,247,831			23,735,768

NET ASSETS	$	196,588,478		$	133,896,613		$	113,960,435

NET ASSETS CONSIST OF:
Capital stock		438,184,031			167,791,879			136,014,616
Unrealized depreciation on:
Investments		(41,631,357	)		(25,778,176	)		(21,411,686	)
Foreign currencies		(9,861	)		—			—
Accumulated undistributed net investment income (loss)		4,998,076			(147,599	)		636,174
Accumulated undistributed net realized loss		(204,952,411	)		(7,969,491	)		(1,278,669	)

Total Net Assets	$	196,588,478		$	133,896,613		$	113,960,435

Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		2,800,739			2,464,644			503,814
Net assets		18,254,323			19,496,038			4,255,537
Net asset value, offering and redemption price per share	$	6.52		$	7.91		$	8.45

Service Shares
Shares outstanding (unlimited shares of no par value authorized)		27,392,705			14,492,590			13,022,179
Net assets		178,334,155			114,400,575			109,704,898
Net asset value, offering and redemption price per share	$	6.51		$	7.89		$	8.42

¹Includes loaned securities with a market value of:	$	1,217,050		$	46,749,218		$	19,511,176

See notes to financial statements.

GuideMark^SMFunds & GuidePath^SMFunds

STATEMENTS OF ASSETS & LIABILITIES (Continued)

September 30, 2011 (Unaudited)


	Core Fixed Income Fund			Tax-Exempt Fixed Income Fund			Opportunistic Fixed Income Fund

ASSETS:
Investments, at value (cost $527,553,450, $82,318,626, and $226,399,038, respectively)¹	$	539,727,470		$	87,521,436		$	209,159,007
Repurchase Agreements (cost $52,000,000, $0, and $0, respectively)		52,000,000			—			—
Appreciation of swap agreements		—			—			403,051
Variation margin on futures contracts		15,618			—			141,620
Cash		709,602			—			317,852
Income receivable		2,648,558			1,230,111			2,837,846
Receivable for investment securities and foreign currencies sold		26,169,175			41,875			4,047,053
Receivable for fund shares sold		1,905,908			115,885			771,012
Swap premiums paid		—			—			810,820
Appreciation of forward foreign currency contracts		—			—			6,523,166
Receivable from securities lending agent (See Note 6)		22,176			—			—
Other assets		64,722			44,689			63,867

Total Assets		623,263,229			88,953,996			225,075,294

LIABILITIES:
Forward sale commitments (cost $1,091,563, $0, and $0, respectively)		1,085,313			—			—
Depreciation of forward foreign currency contracts		—			—			8,098,091
Depreciation on swap agreements		—			—			87,507
Payable for collateral on securities loaned		127,029,532			—			—
Payable to broker for open swap agreements		—			—			179,843
Payable for investment securities purchased		63,338,021			500,031			1,794,420
Payable for fund shares redeemed		502,579			392,961			306,445
Payable to Investment Advisor		174,613			34,725			106,184
Swap premiums received		—			—			994,793
Foreign currencies (cost $0, $0, and $777,997 respectively)		—			—			782,113
Payable to Custodian		39,250			47,780			—
Other Payables		8,527			—			2,389
Other accrued expenses		684,475			225,493			327,682

Total Liabilities		192,862,310			1,200,990			12,679,467

NET ASSETS	$	430,400,919		$	87,753,006		$	212,395,827

NET ASSETS CONSIST OF:
Capital stock		427,433,491			89,478,924			232,248,956
Unrealized appreciation (depreciation) on:
Investments		12,174,020			5,202,810			(17,240,031	)
Foreign currencies		—			—			(4,116	)
Swaps		—			—			315,544
Forward currency exchange contracts		—			—			(1,574,925	)
Forward sale commitments		6,250			—			—
Futures contracts		223,201			—			267,644
Accumulated undistributed net investment income		356,357			72,329			110,524
Accumulated undistributed net realized loss		(9,792,400	)		(7,001,057	)		(1,727,769	)

Total Net Assets	$	430,400,919		$	87,753,006		$	212,395,827

Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		2,739,222			—			3,156,625
Net assets		26,590,569			—			28,945,882
Net asset value, offering and redemption price per share	$	9.71		$	—		$	9.17

Service Shares
Shares outstanding (unlimited shares of no par value authorized)		41,547,411			7,826,022			20,006,176
Net assets		403,810,350			87,753,006			183,449,945
Net asset value, offering and redemption price per share	$	9.72		$	11.21		$	9.17

¹Includes loaned securities with a market value of:	$	124,584,759		$	—		$	—

See notes to financial statements.

GuideMark^SMFunds & GuidePath^SMFunds

STATEMENTS OF ASSETS & LIABILITIES (Continued)

September 30, 2011 (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 $65,002,694, $64,444,527, $79,086,668, and $112,213,610, respectively)¹	$	57,054,513		$	58,810,986		$	74,850,453		$	110,357,445
Cash		—			42,471			—			28,518
Income receivable		45,882			41,526			18,265			1,624
Receivable for investment securities sold		—			456,890			—			—
Receivable for fund shares sold		937,854			932,464			1,234,925			1,799,112
Receivable from investment advisor		33,638			35,430			24,074			15,421
Other assets		27,706			28,054			28,986			29,526

Total Assets		58,099,593			60,347,821			76,156,703			112,231,646

LIABILITIES:
Payable for collateral on securities loaned		1,813,531			2,018,007			3,575,442			3,290,600
Payable for investment securities purchased		1,015,472			1,053,835			1,126,044			1,406,822
Payable for fund shares redeemed		20,332			20,785			22,919			291,872
Payable to Custodian		8,338			14,870			14,774			12,370
Other accrued expenses		76,038			76,941			82,791			99,339

Total Liabilities		2,933,711			3,184,438			4,821,970			5,101,003

NET ASSETS	$	55,165,882		$	57,163,383		$	71,334,733		$	107,130,643

NET ASSETS CONSIST OF:
Capital stock		63,166,573			62,956,113			76,949,315			108,620,927
Unrealized depreciation on:
Investments		(3,254,722	)		(2,160,178	)		(706,880	)		(754,323	)
Investments in affiliates		(4,693,459	)		(3,473,363	)		(3,529,335	)		(1,101,842	)
Accumulated undistributed net investment income (loss)		(39,088	)		82,453			36,229			325,529
Accumulated undistributed net realized gain (loss)		(13,422	)		(241,642	)		(1,414,596	)		40,352

Total Net Assets	$	55,165,882		$	57,163,383		$	71,334,733		$	107,130,643

Service Shares
Shares outstanding (unlimited shares of no par value authorized)		7,011,077			6,800,570			8,245,332			10,933,530
Net assets		55,165,882			57,163,383			71,334,733			107,130,643
Net asset value, offering and redemption price per share	$	7.87		$	8.41		$	8.65		$	9.80

¹Includes loaned securities with a market value of:	$	1,722,080		$	1,916,088		$	3,423,641		$	3,193,820

See notes to financial statements.

GuideMark^SMFunds & GuidePath^SMFunds

STATEMENTS OF OPERATIONS

For the Period Ended September 30, 2011 (Unaudited)


	Large Cap Growth Fund			Large Cap Value Fund			Small/Mid Cap Core Fund

INVESTMENT INCOME:
Dividend income (net of withholding tax of $3,028, $13,655, and $115, respectively)	$	1,096,985		$	2,458,206		$	324,677
Interest income		326			1,161			907

Total investment income		1,097,311			2,459,367			325,584

EXPENSES:
Investment advisory fees		685,683			669,121			254,145
Distribution (12b-1) fees – Service Shares		239,580			232,585			78,663
Administrative service fees – Service Shares		239,580			232,585			78,663
Shareholder servicing fees – Service Shares		67,083			65,124			20,453
Legal fees		43,009			42,024			15,947
Custody fees		37,491			25,962			27,427
Administration fees		37,177			36,332			12,733
Reports to shareholders		32,249			31,424			17,706
Fund accounting fees		22,054			21,345			9,186
Federal and state registration fees		19,289			19,289			17,150
Audit and tax fees		16,400			16,400			14,936
Directors’ fees and expenses		13,313			13,101			4,919
Transfer agent fees and expenses		12,330			12,082			7,430
Insurance fees		5,958			5,845			1,986
Compliance fees		3,985			3,842			1,388

Total expenses		1,475,181			1,427,061			562,732

Expense reimbursement by Advisor (See Note 3)		(8,035	)		—			(21,533	)
Less securities lending credit (See Note 6)		(20,577	)		(21,204	)		(14,702	)

Net expenses		1,446,569			1,405,857			526,497

Net investment income (loss)		(349,258	)		1,053,510			(200,913	)

NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS:
Net realized gain (loss) on:
Investments		31,058,936			34,329,144			4,383,771
Foreign Currencies		(37	)		9			—

Total		31,058,899			34,329,153			4,383,771

Net change in unrealized depreciation on investments		(65,507,318	)		(71,491,394	)		(22,902,624	)

Net realized and unrealized loss		(34,448,419	)		(37,162,241	)		(18,518,853	)

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(34,797,677	)	$	(36,108,731	)	$	(18,719,766	)

See notes to financial statements.

GuideMark^SMFunds & GuidePath^SMFunds

STATEMENTS OF OPERATIONS (Continued)

For the Period Ended September 30, 2011 (Unaudited)


	World ex-US Fund			Opportunistic Equity Fund			Global Real Return Fund

INVESTMENT INCOME:
Dividend income (net of withholding tax of $463,472, $1,134, and $0, respectively)	$	4,059,572		$	982,304		$	1,644,001
Interest income		—			4,487			724

Total investment income		4,059,572			986,791			1,644,725

EXPENSES:
Investment advisory fees		820,498			580,502			446,779
Distribution (12b-1) fees – Service Shares		284,311			172,408			169,877
Administrative service fees – Service Shares		284,311			172,408			169,877
Shareholder servicing fees – Service Shares		79,607			48,274			47,565
Legal fees		52,282			33,689			43,732
Custody fees		223,667			27,056			8,499
Administration fees		45,811			25,459			1,378
Reports to shareholders		39,430			26,165			37,311
Fund accounting fees		39,200			17,040			473
Federal and state registration fees		21,357			19,083			33,701
Audit and tax fees		15,851			14,721			18,656
Directors’ fees and expenses		16,485			10,862			11,430
Transfer agent fees and expenses		13,898			9,922			2,176
Insurance fees		7,352			3,804			7,198
Organizational costs		—			—			45,837
Compliance fees		4,940			2,842			4,342

Total expenses		1,949,000			1,164,235			1,048,831

Expense reimbursement by Advisor (See Note 3)		(95,215	)		—			—
Less securities lending credit (See Note 6)		(1,645	)		(29,845	)		(40,280	)

Net expenses		1,852,140			1,134,390			1,008,551

Net investment income (loss)		2,207,432			(147,599	)		636,174

NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS:
Net realized gain (loss) on:
Investments		11,632,488			(7,933,983	)		(1,278,669	)
Foreign currencies		(594,232	)		(35,508	)		—

Total		11,038,256			(7,969,491	)		(1,278,669	)

Net change in unrealized depreciation on:
Investments		(68,228,636	)		(25,778,176	)		(21,411,686	)
Foreign currencies		(9,808	)		—			—

Total		(68,238,444	)		(25,778,176	)		(21,411,686	)

Net realized and unrealized loss		(57,200,188	)		(33,747,667	)		(22,690,355	)

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(54,992,756	)	$	(33,895,266	)	$	(22,054,181	)

See notes to financial statements.

GuideMark^SMFunds & GuidePath^SMFunds

STATEMENTS OF OPERATIONS (Continued)

For the Period Ended September 30, 2011 (Unaudited)


	Core Fixed Income Fund			Tax-Exempt Fixed Income Fund			Opportunistic Fixed Income Fund

INVESTMENT INCOME:
Dividend income	$	15,087		$	—		$	108,030
Interest income		6,418,148			2,300,849			5,253,322

Total investment income		6,433,235			2,300,849			5,361,352

EXPENSES:
Investment advisory fees		1,018,624			254,748			771,299
Distribution (12b-1) fees –Service Shares		498,676			127,374			263,699
Administrative service fees – Service Shares		498,676			127,374			263,699
Shareholder servicing fees – Service Shares		149,603			40,759			73,836
Legal fees		87,410			21,480			45,671
Custody fees		43,311			6,973			84,670
Administration fees		71,143			18,720			1,644
Reports to shareholders		49,849			11,803			55,899
Fund accounting fees		61,379			15,906			10,417
Federal and state registration fees		23,193			19,219			35,923
Audit and tax fees		18,892			13,662			21,936
Directors’ fees and expenses		24,654			6,406			17,840
Transfer agent fees and expenses		19,171			7,667			3,277
Insurance fees		11,895			3,294			10,697
Organizational costs		—			—			46,539
Compliance fees		7,768			1,898			6,442

Total expenses		2,584,244			677,283			1,713,488

Expense reimbursement by Advisor (See Note 3)		—			(20,034	)		(29,877	)
Less securities lending credit (See Note 6)		(51,923	)		—			—

Net expenses		2,532,321			657,249			1,683,611

Net investment income		3,900,914			1,643,600			3,677,741

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Investments		3,834,676			714,031			(1,538,133	)
Foreign currencies		3,983			—			(76,335	)
Forward currency exchange contracts		(161,263	)		—			(20,899	)
Swaps		—			—			698,477
Futures contracts		(17,057	)		—			(790,879	)

Total		3,660,339			714,031			(1,727,769	)

Net change in unrealized appreciation (depreciation) on:
Investments		10,948,094			4,475,906			(17,240,031	)
Foreign currencies		—			—			(4,116	)
Forward currency contracts		150,835			—			(1,574,925	)
Forward sale commitments		6,250			—			—
Swaps		—			—			315,544
Futures contracts		524,549			—			267,644

Total		11,629,728			4,475,906			(18,235,884	)

Net realized and unrealized gain (loss)		15,290,067			5,189,937			(19,963,653	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	19,190,981		$	6,833,537		$	(16,285,912	)

See notes to financial statements.

GuideMark^SMFunds & GuidePath^SMFunds

STATEMENTS OF OPERATIONS (Continued)

For the Period April 29, 2011¹ through September 30, 2011 (Unaudited)


	Strategic Asset Allocation Fund			Tactical Constrained Asset Allocation Fund			Tactical Unconstrained Asset Allocation Fund			Absolute Return Asset Allocation Fund

INVESTMENT INCOME:
Dividend income (net of withholding tax of $0, $0, $0 and $0, respectively)	$	65,555		$	189,024		$	179,131		$	528,284
Interest income		689			657			778			1,105

Total investment income		66,244			189,681			179,909			529,389

EXPENSES:
Investment advisory fees		26,333			26,807			45,716			64,865
Distribution (12b-1) fees - Service Shares		26,333			26,807			32,655			46,332
Administrative service fees - Service Shares		26,333			26,807			32,655			46,332
Shareholder servicing fees - Service Shares		7,374			7,506			9,143			12,973
Legal fees		1,426			1,447			1,643			2,049
Custody fees		7,233			14,870			13,349			12,370
Administration fees		342			342			342			363
Reports to shareholders		1,608			1,622			1,755			2,269
Fund accounting fees		249			434			313			341
Federal and state registration fees		17,452			17,452			17,604			17,985
Audit and tax fees		5,472			5,472			5,472			5,472
Directors’ fees and expenses		780			787			932			1,249
Transfer agent fees and expenses		370			370			384			405
Insurance fees		1,794			1,794			1,794			1,794
Organizational costs		40,488			40,488			40,488			40,488
Compliance fees		362			362			456			580

Total expenses		163,949			173,367			204,701			255,867

Expense reimbursement by Advisor (See Note 3)		(57,253	)		(63,740	)		(55,864	)		(51,077	)
Less securities lending credit (See Note 6)		(1,364	)		(2,399	)		(5,157	)		(930	)

Net expenses		105,332			107,228			143,680			203,860

Net investment income (loss)		(39,088	)		82,453			36,229			325,529

NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS:
Net realized gain (loss) on:
Investments		(5,833	)		(151,667	)		(803,779	)		54,109
Investments in affiliates		(7,589	)		(89,975	)		(610,817	)		(13,757	)

Total		(13,422	)		(241,642	)		(1,414,596	)		40,352

Net change in unrealized depreciation on:
Investments		(3,254,722	)		(2,160,178	)		(706,880	)		(754,323	)
Investments in affiliates		(4,693,459	)		(3,473,363	)		(3,529,335	)		(1,101,842	)

Total		(7,948,181	)		(5,633,541	)		(4,236,215	)		(1,856,165	)

Net realized and unrealized loss		(7,961,603	)		(5,875,183	)		(5,650,811	)		(1,815,813	)

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(8,000,691	)	$	(5,792,730	)	$	(5,614,582	)	$	(1,490,284	)

¹ Date of inception.

See notes to financial statements.

GuideMark^SM Funds & GuidePath^SMFunds

STATEMENTS OF CHANGES IN NET ASSETS


	Large Cap Growth Fund						Large Cap Value Fund

	Period Ended September 30, 2011			Year Ended March 31, 2011			Period Ended September 30, 2011			Year Ended March 31, 2011

	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income (loss)	$	(349,258	)	$	(210,844	)	$	1,053,510		$	2,170,622
Net realized gain on investment transactions		31,058,899			14,403,372			34,329,153			3,487,047
Change in unrealized appreciation (depreciation)
on investments		(65,507,318	)		19,790,807			(71,491,394	)		17,203,674

Net increase (decrease) in net assets resulting
from operations		(34,797,677	)		33,983,335			(36,108,731	)		22,861,343

CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		13,262,563			—			16,506,268			—
Shares issued to holders in reinvestment of dividends		—			—			—			—
Shares redeemed		(333,939	)		—			(339,091	)		—

Net increase		12,928,624			—			16,167,177			—

Service Shares
Shares sold		99,169,279			34,064,790			101,339,925			35,157,092
Shares issued to holders in reinvestment of dividends		—			—			—			2,263,928
Shares redeemed		(115,776,297	)		(64,847,160	)		(108,724,872	)		(58,513,846	)

Net decrease		(16,607,018	)		(30,782,370	)		(7,384,947	)		(21,092,826	)

DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS:
Net investment income – Service Shares		—			—			—			(2,264,115	)

Total dividends and distributions		—			—			—			(2,264,115	)

INCREASE (DECREASE) IN NET ASSETS		(38,476,071	)		3,200,965			(27,326,501	)		(495,598	)
NET ASSETS:
Beginning of year	$	211,129,188		$	207,928,223		$	200,132,341		$	200,627,939

End of year (including undistributed net investment
income (loss) of $(348,129), $1,129, $1,552,585
and $499,075, respectively)	$	172,653,117		$	211,129,188		$	172,805,840		$	200,132,341

CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		1,433,845			—			2,162,381			—
Shares issued to holders in reinvestment of dividends		—			—			—			—
Shares redeemed		(37,241	)		—			(42,567	)		—

Net increase		1,396,604			—			2,119,814			—

Service Shares
Shares sold		10,331,079			3,927,474			12,757,603			4,692,536
Shares issued to holders in reinvestment of dividends		—			—			—			289,505
Shares redeemed		(11,881,413	)		(7,499,745	)		(13,430,451	)		(7,874,002	)

Net decrease		(1,550,334	)		(3,572,271	)		(672,848	)		(2,891,961	)

See notes to financial statements.

GuideMark^SM Funds & GuidePath^SMFunds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)


	Small/Mid Cap Core Fund						World ex-US Fund

	Period Ended September 30, 2011			Year Ended March 31, 2011			Period Ended September 30, 2011			Year Ended March 31, 2011

	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income (loss)	$	(200,913	)	$	(216,673	)	$	2,207,432		$	3,415,506
Net realized gain on investment transactions		4,383,771			4,229,166			11,038,256			12,057,740
Change in unrealized appreciation (depreciation)
on investments		(22,902,624	)		4,286,200			(68,238,444	)		(352,760	)

Net increase (decrease) in net assets resulting
from operations		(18,719,766	)		8,298,693			(54,992,756	)		15,120,486

CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		16,156,923			—			22,878,694			—
Shares issued to holders in reinvestment of dividends		—			—			—			—
Shares redeemed		(1,538,861	)		—			(1,376,977	)		—

Net increase		14,618,062			—			21,501,717			—

Service Shares
Shares sold		50,388,886			6,604,384			30,078,868			66,226,573
Shares issued to holders in reinvestment of dividends		—			—			—			4,261,966
Shares redeemed		(28,982,843	)		(14,803,776	)		(69,701,420	)		(81,264,833	)

Net increase (decrease)		21,406,043			(8,199,392	)		(39,622,552	)		(10,776,294	)

DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS:
Net investment income - Service Shares		—			—			—			(4,263,692	)

Total dividends and distributions		—			—			—			(4,263,692	)

INCREASE (DECREASE) IN NET ASSETS		17,304,339			99,301		$	(73,113,591	)		80,500
NET ASSETS:
Beginning of year	$	42,748,789		$	42,649,488		$	269,702,069		$	269,621,569

End of year (including undistributed net investment
income (loss) of $(146,800), $54,113, $4,998,076
and $2,790,644, respectively)	$	60,053,128		$	42,748,789		$	196,588,478		$	269,702,069

CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		1,568,863			—			2,988,993			—
Shares issued to holders in reinvestment of dividends		—			—			—			—
Shares redeemed		(156,610	)		—			(188,254	)		—

Net increase		1,412,253			—			2,800,739			—

Service Shares
Shares sold		4,380,417			662,601			3,967,477			8,486,413
Shares issued to holders in reinvestment of dividends		—			—			—			532,081
Shares redeemed		(2,610,316	)		(1,487,757	)		(8,717,893	)		(10,523,609	)

Net increase (decrease)		1,770,101			(825,156	)		(4,750,416	)		(1,505,115	)

See notes to financial statements.

GuideMark^SMFunds & GuidePath^SMFunds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)


	Opportunistic Equity Fund			Global Real Return Fund

	April 1, 2011¹ Ended September 30, 2011			April 1, 2011¹Ended September 30, 2011

	(Unaudited)			(Unaudited)
OPERATIONS:
Net investment income (loss)	$	(147,599	)	$	636,174
Net realized loss on investment transactions		(7,969,491	)		(1,278,669	)
Change in unrealized depreciation on investments		(25,778,176	)		(21,411,686	)

Net decrease in net assets resulting from operations		(33,895,266	)		(22,054,181	)

CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		23,272,646			4,814,841
Shares issued to holders in reinvestment of dividends		—			—
Shares redeemed		(1,186,872	)		(71	)

Net increase		22,085,774			4,814,770

Service Shares
Shares sold		174,175,671			162,592,210
Shares issued to holders in reinvestment of dividends		—			—
Shares redeemed		(28,469,566	)		(31,392,364	)

Net increase		145,706,105			131,199,846

INCREASE IN NET ASSETS		133,896,613			113,960,435
NET ASSETS:
Beginning of year	$	0		$	0

End of year (including undistributed net investment income (loss) of $(147,599), and $636,174, respectively)	$	133,896,613		$	113,960,435

CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		2,601,676			503,821
Shares issued to holders in reinvestment of dividends		—			—
Shares redeemed		(137,032	)		(7	)

Net increase		2,464,644			503,814

Service Shares
Shares sold		17,629,707			16,278,934
Shares issued to holders in reinvestment of dividends		—			—
Shares redeemed		(3,137,117	)		(3,256,755	)

Net increase		14,492,590			13,022,179


¹	Date of inception.

See notes to financial statements.

GuideMark^SMFunds & GuidePath^SMFunds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)


	Core Fixed Income Fund						Tax-Exempt Fixed Income Fund

	Period Ended September 30, 2011			Year Ended March 31, 2011			Period Ended September 30, 2011			Year Ended March 31, 2011

	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income	$	3,900,914		$	12,740,153		$	1,643,600		$	6,125,439
Net realized gain (loss) on investment transactions		3,660,339			(9,073,100	)		714,031			(116,442	)
Change in unrealized appreciation (depreciation) on investments		11,629,728			26,814,898			4,475,906			(4,266,163	)

Net increase in net assets resulting from operations		19,190,981			30,481,951			6,833,537			1,742,834

CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		27,347,700			—			—			—
Shares issued to holders in reinvestment of dividends		179,980			—			—			—
Shares redeemed		(1,095,913	)		—			—			—

Net increase		26,431,767			—			—			—

Service Shares
Shares sold		110,310,834			187,560,080			8,757,395			51,372,371
Shares issued to holders in reinvestment of dividends		4,085,588			14,828,487			1,655,346			6,257,986
Shares redeemed		(307,293,307	)		(184,064,092	)		(98,167,442	)		(78,112,852	)

Net increase (decrease)		(192,896,885	)		18,324,475			(87,754,701	)		(20,482,495	)

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income - Institutional Shares		(179,980	)		—			—			—
Net investment income - Service Shares		(4,085,926	)		(14,829,215	)		(1,655,974	)		(6,259,146	)

Total dividends and distributions		(4,265,906	)		(14,829,215	)		(1,655,974	)		(6,259,146	)

INCREASE (DECREASE) IN NET ASSETS		(151,540,043	)		33,977,211			(82,577,138	)		(24,998,807	)
NET ASSETS:
Beginning of year	$	581,940,962		$	547,963,751		$	170,330,144		$	195,328,951

End of year (including undistributed net investment income of $356,408, $721,349, $72,329 and $84,703, respectively)	$	430,400,919		$	581,940,962		$	87,753,006		$	170,330,144

CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		2,833,837			—			—			—
Shares issued to holders in reinvestment of dividends		18,486			—			—			—
Shares redeemed		(113,101	)		—			—			—

Net increase		2,739,222			—			—			—

Service Shares
Shares sold		11,458,544			19,988,828			798,059			4,655,458
Shares issued to holders in reinvestment of dividends		422,726			1,588,021			148,965			571,371
Shares redeemed		(32,478,480	)		(19,635,589	)		(9,089,666	)		(7,109,822	)

Net increase (decrease)		(20,597,210	)		1,941,260			(8,142,642	)		(1,882,993	)

See notes to financial statements.

GuideMark^SMFunds & GuidePath^SMFunds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)


	Opportunistic Fixed Income Fund			Strategic Asset Allocation Fund

	April 1, 2011¹ Ended September 30, 2011			April 29, 2011¹Ended September 30, 2011

	(Unaudited)			(Unaudited)
OPERATIONS:
Net investment income (loss)	$	3,677,741		$	(39,088	)
Net realized gain (loss) on investment transactions		(1,727,769	)		(13,422	)
Change in unrealized depreciation on investments		(18,235,884	)		(7,948,181	)

Net decrease in net assets resulting from operations		(16,285,912	)		(8,000,691	)

CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		30,987,021			—
Shares issued to holders in reinvestment of dividends		341,308			—
Shares redeemed		(497,296	)		—

Net increase		30,831,033			—

Service Shares
Shares sold		266,790,040			64,705,462
Shares issued to holders in reinvestment of dividends		3,225,909			—
Shares redeemed		(68,598,026	)		(1,538,889	)

Net increase		201,417,923			63,166,573

DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS:
Net investment income - Institutional Shares		(341,308	)		—
Net investment income - Service Shares		(3,225,909	)		—

Total dividends and distributions		(3,567,217	)		—

INCREASE IN NET ASSETS		212,395,827			55,165,882
NET ASSETS:
Beginning of year	$	0		$	0

End of year (including undistributed net investment income (loss) of $110,524, and $(39,088), respectively)	$	212,395,827		$	55,165,882

CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		3,171,581			—
Shares issued to holders in reinvestment of dividends		36,695			—
Shares redeemed		(51,651	)		—

Net increase		3,156,625			—

Service Shares
Shares sold		26,751,118			7,187,440
Shares issued to holders in reinvestment of dividends		340,807			—
Shares redeemed		(7,085,749	)		(176,363	)

Net increase		20,006,176			7,011,077


¹	Date of inception.

See notes to financial statements.

100

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)


	Tactical Constrained Asset Allocation Fund			Tactical Unconstrained Asset Allocation Fund

	April 29, 2011¹ Ended September 30, 2011			April 29, 2011¹Ended September 30, 2011

	(Unaudited)			(Unaudited)
OPERATIONS:
Net investment income	$	82,453		$	36,229
Net realized gain (loss) on investment transactions		(241,642	)		(1,414,596	)
Change in unrealized depreciation on investments		(5,633,541	)		(4,236,215	)

Net decrease in net assets resulting from operations		(5,792,730	)		(5,614,582	)

CAPITAL SHARE TRANSACTIONS:
Service Shares
Shares sold		64,523,227			79,315,942
Shares issued to holders in reinvestment of dividends		—			—
Shares redeemed		(1,567,114	)		(2,366,627	)

Net increase		62,956,113			76,949,315

INCREASE IN NET ASSETS		57,163,383			71,334,733
NET ASSETS:
Beginning of year	$	0		$	0

End of year (including undistributed net investment income of $82,453, and $36,229, respectively)	$	57,163,383		$	71,334,733

CHANGES IN SHARES OUTSTANDING
Service Shares
Shares sold		6,973,806			8,503,552
Shares issued to holders in reinvestment of dividends		—			—
Shares redeemed		(173,236	)		(258,220	)

Net increase		6,800,570			8,245,332


¹	Date of inception.

See notes to financial statements.

101

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)


	Absolute Return Asset Allocation Fund

	April 29, 2011¹Ended September 30, 2011

	(Unaudited)
OPERATIONS:
Net investment income	$	325,529
Net realized gain on investment transactions		40,352
Change in unrealized depreciation on investments		(1,856,165	)

Net decrease in net assets resulting from operations		(1,490,284	)

CAPITAL SHARE TRANSACTIONS:
Service Shares
Shares sold		111,345,369
Shares issued to holders in reinvestment of dividends		—
Shares redeemed		(2,724,442	)

Net increase		108,620,927

INCREASE IN NET ASSETS		107,130,643
NET ASSETS:
Beginning of year	$	0

End of year (including undistributed net investment income of $325,529)	$	107,130,643

CHANGES IN SHARES OUTSTANDING
Service Shares
Shares sold		11,208,400
Shares issued to holders in reinvestment of dividends		—
Shares redeemed		(274,870	)

Net increase		10,933,530


¹	Date of inception.

See notes to financial statements.

102

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FINANCIAL HIGHLIGHTS


	Large Cap Growth Fund

	Institutional

	April 29, 2011¹Through September 30, 2011

	(Unaudited)
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$10.29
Income from investment operations:
Net investment income		—	*
Net realized and unrealized losses on investments		(2.04	)

Total from investment operations		(2.04	)

Less distributions:
Dividends from net investment income		—
Dividends from net realized gains		—
Return of capital		—

Total distributions		—

Net asset value, end of period		$8.25

Total return		-20.06	%²
Supplemental data and ratios:
Net assets, end of period		$11,521,988
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.92	%³
After expense reimbursement (recapture) and securities lending credit		0.89	%³
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.20	%³
After expense reimbursement (recapture) and securities lending credit		0.23	%³
Portfolio turnover rate		101.33	%²


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

See notes to financial statements.

103

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FINANCIAL HIGHLIGHTS


	Large Cap Growth Fund

	Service

	Period Ended September 30, 2011			Year Ended March 31, 2011			Year Ended March 31, 2010			Year Ended March 31, 2009			Year Ended March 31, 2008			Year Ended March 31, 2007

	(Unaudited)
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$9.99			$8.41			$5.67			$8.81			$9.62			$9.95
Income from investment operations:
Net investment income (loss)		(0.02	)		(0.01	)		0.01			0.00			(0.01	)		(0.02	)
Net realized and unrealized gains (losses) on investments		(1.75	)		1.59			2.75			(3.14	)		(0.30	)		(0.06	)

Total from investment operations		(1.77	)		1.58			2.76			(3.14	)		(0.31	)		(0.08	)

Less distributions:
Dividends from net investment income		—			—			(0.01	)		—			—			—
Dividends from net realized gains		—			—			—			—*			(0.50	)		(0.25	)
Return of capital		—			—			(0.01	)		—			—			—

Total distributions		—			—			(0.02	)		—			(0.50	)		(0.25	)

Net asset value, end of period		$8.22			$9.99			$8.41			$5.67			$8.81			$9.62

Total return		-17.72	%¹		18.79	%		48.60	%		-35.63	%		-3.88	%		-0.80	%
Supplemental data and ratios:
Net assets, end of period		$161,131,129			$211,129,188			$207,928,223			$203,479,219			$649,307,452			$753,638,303
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.52	%²		1.45	%		1.46	%		1.40	%		1.33	%		1.33	%
After expense reimbursement (recapture) and securities lending credit		1.49	%²		1.43	%		1.41	%		1.27	%		1.28	%		1.31	%
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		-0.40	%²		-0.13	%		0.09	%		-0.15	%		-0.15	%		-0.27	%
After expense reimbursement (recapture) and securities lending credit		-0.37	%²		-0.11	%		0.14	%		-0.02	%		-0.10	%		-0.25	%
Portfolio turnover rate		101.33	%¹		63.33	%		69.83	%		98.67	%		62.86	%		142.66	%


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.

104

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FINANCIAL HIGHLIGHTS


	Large Cap Value Fund

	Institutional

	April 29, 2011¹Through September 30, 2011

	(Unaudited)
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$8.54
Income from investment operations:
Net investment income		0.02
Net realized and unrealized losses on investments		(1.77	)

Total from investment operations		(1.75	)

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

Total distributions		—

Net asset value, end of period		$6.79

Total return		-20.49	%²
Supplemental data and ratios:
Net assets, end of period		$14,392,807
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.94	%³
After expense reimbursement (recapture) and securities lending credit		0.91	%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.99	%³
After expense reimbursement (recapture) and securities lending credit		2.02	%³
Portfolio turnover rate		85.09	%²


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

See notes to financial statements.

105

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FINANCIAL HIGHLIGHTS


	Large Cap Value Fund

	Service

	Period Ended September 30, 2011			Year Ended March 31, 2011			Year Ended March 31, 2010			Year Ended March 31, 2009			Year Ended March 31, 2008			Year ended March 31, 2007

	(Unaudited)
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$8.32			$7.44			$4.85			$9.85			$12.34			$11.77
Income from investment operations:
Net investment income		0.04			0.09			0.10			0.19			0.15			0.14
Net realized and unrealized gains (losses) on investments		(1.59	)		0.88			2.60			(4.99	)		(1.55	)		1.67

Total from investment operations		(1.55	)		0.97			2.70			(4.80	)		(1.40	)		1.81

Less distributions:
Dividends from net investment income		—			(0.09	)		(0.11	)		(0.20	)		(0.14	)		(0.14	)
Dividends from net realized gains		—			—			—			—	*		(0.95	)		(1.10	)

Total distributions		—			(0.09	)		(0.11	)		(0.20	)		(1.09	)		(1.24	)

Net asset value, end of period		$6.77			$8.32			$7.44			$4.85			$9.85			$12.34

Total return		-18.63	%¹		13.15	%		55.37	%		-48.85	%		-12.23	%		15.32	%
Supplemental data and ratios:
Net assets, end of period		$158,413,033			$200,132,341			$200,627,939			$180,181,364			$574,388,589			$682,408,978
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.51	%²		1.44	%		1.44	%		1.38	%		1.33	%		1.32	%
After expense reimbursement (recapture) and securities lending credit		1.49	%²		1.42	%		1.40	%		1.22	%		1.28	%		1.28	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.06	%²		1.13	%		1.27	%		1.60	%		1.16	%		1.00	%
After expense reimbursement (recapture) and securities lending credit		1.08	%²		1.15	%		1.31	%		1.76	%		1.21	%		1.04	%
Portfolio turnover rate		85.09	%¹		16.35	%		26.85	%		58.45	%		40.54	%		30.25	%


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.

106

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FINANCIAL HIGHLIGHTS


	Small/Mid Cap Core Fund

	Institutional

	April 29, 2011¹Through September 30, 2011

	(Unaudited)
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$11.93
Income from investment operations:
Net investment income		—	*
Net realized and unrealized losses on investments		(3.16	)

Total from investment operations		(3.16	)

Less distributions:
Dividends from net investment income		—
Dividends from net realized gains		—
Return of capital		—

Total distributions		—

Net asset value, end of period		$8.77


Total return		-26.86	%²
Supplemental data and ratios:
Net assets, end of period		$12,381,523
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.21	%³
After expense reimbursement (recapture) and securities lending credit		1.09	%³
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.15	%³
After expense reimbursement (recapture) and securities lending credit		0.27	%³
Portfolio turnover rate		154.34	%²

Portfolio Turnover is calculated for the Fund as a whole.


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

See notes to financial statements.

107

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FINANCIAL HIGHLIGHTS


							Small/Mid Cap Core Fund

							Service

	Period Ended September 30, 2011			Year Ended March 31, 2011			Year Ended March 31, 2010			Year Ended March 31, 2009			Year Ended March 31, 2008			Year Ended March 31, 2007

	(Unaudited)
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$11.61			$9.46			$5.69			$9.24			$11.95			$14.41
Income from investment operations:
Net investment income (loss)		(0.04	)		(0.05	)		0.01			0.08			0.08			0.31
Net realized and unrealized gains (losses) on investments		(2.83	)		2.20			3.78			(3.56	)		(2.36	)		0.81

Total from investment operations		(2.87	)		2.15			3.79			(3.48	)		(2.28	)		1.12

Less distributions:
Dividends from net investment income		—			—			—	*		(0.07	)		(0.08	)		(0.31	)
Dividends from net realized gains		—			—			—			—			(0.35	)		(3.27	)
Return of capital		—			—			(0.02	)		—*			—*			—

Total distributions		—			—			(0.02	)		(0.07	)		(0.43	)		(3.58	)

Net asset value, end of period		$8.74			$11.61			$9.46			$5.69			$9.24			$11.95

Total return		-24.72	%¹		22.73	%		66.39	%		-37.59	%		-19.47	%		7.63	%
Supplemental data and ratios:
Net assets, end of period		$47,671,605			$42,748,789			$42,649,488			$45,179,654			$99,548,384			$110,079,540
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.70	%²		1.71	%		1.67	%		1.59	%		1.48	%		1.47	%
After expense reimbursement (recapture) and securities lending credit		1.59	%²		1.59	%		1.59	%		1.28	%		1.40	%		1.41	%
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		-0.77	%²		-0.66	%		-0.06	%		0.58	%		0.61	%		1.68	%
After expense reimbursement (recapture) and securities lending credit		-0.66	%²		-0.54	%		0.02	%		0.89	%		0.69	%		1.75	%
Portfolio turnover rate		154.34	%¹		44.75	%		52.31	%		65.97	%		127.62	%		174.94	%


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.

108

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FINANCIAL HIGHLIGHTS


	World ex-US Fund

	Institutional

	April 29, 2011¹ThroughSeptember 30,2011

	(Unaudited)
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$8.73
Income from investment operations:
Net investment income		0.02
Net realized and unrealized losses on investments		(2.23	)

Total from investment operations		(2.21	)

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

Total distributions		—

Net asset value, end of period		$6.52

Total return		-25.49	%²
Supplemental data and ratios:
Net assets, end of period		$18,254,323
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.38	%³
After expense reimbursement (recapture) and securities lending credit		0.38	%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.47	%³
After expense reimbursement (recapture) and securities lending credit		0.47	%³
Portfolio turnover rate		127.34	%²


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

See notes to financial statements.

109

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FINANCIAL HIGHLIGHTS


	World ex-US Fund

	Service

	Period Ended September 30, 2011			Year Ended March 31, 2011			Year Ended March 31, 2010			Year Ended March 31, 2009			Year Ended March 31, 2008			Year Ended March 31, 2007

	(Unaudited)
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$8.39			$8.01			$5.80			$11.96			$14.73			$14.06
Income from investment operations:
Net investment income		0.09			0.11			0.20			0.25			0.13			0.16
Net realized and unrealized gains (losses) on investments		(1.97	)		0.40			2.22			(6.26	)		(0.44	)		2.24

Total from investment operations		(1.88	)		0.51			2.42			(6.01	)		(0.31	)		2.40

Less distributions:
Dividends from net investment income		—			(0.13	)		(0.21	)		(0.07	)		(0.14	)		(0.18	)
Dividends from net realized gains		—			—			—			(0.08	)		(2.32	)		(1.55	)

Total distributions		—			(0.13	)		(0.21	)		(0.15	)		(2.46	)		(1.73	)

Net asset value, end of period		$6.51			$8.39			$8.01			$5.80			$11.96			$14.73

Total return		-22.41	%¹		6.48	%		41.68	%		-50.42	%		-3.85	%		17.65	%
Supplemental data and ratios:
Net assets, end of period		$178,334,155			$269,702,069			$269,621,569			$223,339,201			$681,622,030			$779,422,324
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.67	%²		1.50	%		1.53	%		1.53	%		1.43	%		1.39	%
After expense reimbursement (recapture) and securities lending credit		1.59	%²		1.50	%		1.53	%		1.52	%		1.42	%		1.37	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.81	%²		1.34	%		2.01	%		1.94	%		0.87	%		0.95	%
After expense reimbursement (recapture) and securities lending credit		1.89	%²		1.34	%		2.01	%		1.95	%		0.88	%		0.97	%
Portfolio turnover rate		127.34	%¹		47.34	%		65.33	%		144.98	%		119.13	%		89.16	%


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

See notes to financial statements.

110

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS


		Opportunistic Equity Fund						Global Real Return Fund

		Institutional			Service			Institutional			Service

		April 29, 2011¹ Through September 30, 2011			Period Ended September 30, 2011			April 29, 2011¹Through September 30, 2011			Period Ended September 30, 2011

		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period			$10.15			$10.00			$10.24			$10.00
Income from investment operations:	��
Net investment income (loss)			0.01			(0.01	)		0.02			0.05
Net realized and unrealized losses on investments			(2.25	)		(2.10	)		(1.81	)		(1.63	)

Total from investment operations			(2.24	)		(2.11	)		(1.79	)		(1.58	)

Net asset value, end of period			$7.91			$7.89			$8.45			$8.42

Total return			-22.53	%²		-21.10	%²		-18.04	%²		-15.80	%²
Supplemental data and ratios:
Net assets, end of period			$19,496,038			$114,400,575			$4,255,537			$109,704,898
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit			1.09	%³		1.63	%³		0.92	%³		1.53	%³
After expense reimbursement (recapture) and securities lending credit			1.04	%³		1.59	%³		0.85	%³		1.47	%³
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit			0.37	%³		-0.28	%³		1.37	%³		0.86	%³
After expense reimbursement (recapture) and securities lending credit			0.42	%³		-0.24	%³		1.44	%³		0.92	%³
Portfolio turnover rate			32.66	%²		32.66	%²		26.60	%²		26.60	%²


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

See notes to financial statements.

111

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS


	Core Fixed Income Fund

	Institutional

	April 29, 2011¹Through September 30, 2011

	(Unaudited)
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$9.47
Income from investment operations:
Net investment income		0.10
Net realized and unrealized gains on investments		0.27

Total from investment operations		0.37

Less distributions:
Dividends from net investment income		(0.13	)
Dividends from net realized gains		—

Total distributions		(0.13	)

Net asset value, end of period		$9.71

Total return		3.81	%²
Supplemental data and ratios:
Net assets, end of period		$26,590,569
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.70	%³
After expense reimbursement (recapture) and securities lending credit		0.67	%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		2.38	%³
After expense reimbursement (recapture) and securities lending credit		2.41	%³
Portfolio turnover rate		222.02	%²


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

See notes to financial statements.

112

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS


	Core Fixed Income Fund

	Service

	Period Ended September 30, 2011			Year Ended March 31, 2011			Year Ended March 31, 2010			Year Ended March 31, 2009			Year Ended March 31, 2008			Year Ended March 31, 2007

	(Unaudited)
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$9.36			$9.10			$7.92			$9.20			$9.27			$9.11
Income from investment operations:
Net investment income		0.10			0.21			0.33			0.41			0.41			0.38
Net realized and unrealized gains (losses) on investments		0.36			0.29			1.17			(1.11	)		(0.06	)		0.15

Total from investment operations		0.46			0.50			1.50			(0.70	)		0.35			0.53

Less distributions:
Dividends from net investment income		(0.10	)		(0.24	)		(0.32	)		(0.40	)		(0.41	)		(0.37	)
Dividends from net realized gains		—			—			—			(0.18	)		(0.01	)		—

Total distributions		(0.10	)		(0.24	)		(0.32	)		(0.58	)		(0.42	)		(0.37	)

Net asset value, end of period		$9.72			$9.36			$9.10			$7.92			$9.20			$9.27

Total return		4.93	%¹		5.58	%		19.21	%		-7.57	%		3.87	%		5.96	%
Supplemental data and ratios:
Net assets, end of period		$403,810,350			$581,940,962			$547,963,751			$504,451,429			$804,085,918			$716,017,829
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.28	%²		1.25	%		1.28	%		1.26	%		1.18	%		1.16	%
After expense reimbursement (recapture) and securities lending credit		1.26	%²		1.24	%		1.25	%		1.18	%		1.13	%		1.14	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1,88	%²		2.23	%		3.71	%		4.54	%		4.37	%		4.14	%
After expense reimbursement (recapture) and securities lending credit		1.90	%²		2.24	%		3.74	%		4.62	%		4.42	%		4.16	%
Portfolio turnover rate		222.02	%¹		485.40	%		224.89	%		261.77	%		307.52	%		280.55	%


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

See notes to financial statements.

113

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS


	Tax-Exempt Fixed Income Fund

	Service

	Period Ended September 30, 2011			Year Ended March 31, 2011			Year Ended March 31, 2010			Year Ended March 31, 2009			Year Ended March 31, 2008			Year Ended March 31, 2007

	(Unaudited)

Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$10.67			$10.94			$10.27			$10.64			$10.92			$10.77
Income from investment operations:
Net investment income		0.20			0.36			0.36			0.34			0.31			0.27
Net realized and unrealized gains (losses) on investments		0.53			(0.26	)		0.66			(0.37	)		(0.28	)		0.15

Total from investment operations		0.73			0.10			1.02			(0.03	)		0.03			0.42

Less distributions:
Dividends from net investment income		(0.19	)		(0.37	)		(0.35	)		(0.34	)		(0.31	)		(0.27	)

Total distributions		(0.19	)		(0.37	)		(0.35	)		(0.34	)		(0.31	)		(0.27	)

Net asset value, end of period		$11.21			$10.67			$10.94			$10.27			$10.64			$10.92

Total return		6.88	%¹		0.89	%		10.06	%		-0.25	%		0.28	%		3.92	%
Supplemental data and ratios:
Net assets, end of period		$87,753,006			$170,330,144			$195,328,951			$193,579,910			$257,440,133			$247,841,846
Ratio of expenses to average net assets
Before expense reimbursement (recapture)		1.33	%²		1.29	%		1.30	%		1.30	%		1.23	%		1.28	%
After expense reimbursement (recapture)		1.29	%²		1.29	%		1.29	%		1.29	%		1.23	%		1.28	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture)		3.19	%²		3.25	%		3.30	%		3.09	%		2.93	%		2.53	%
After expense reimbursement (recapture)		3.23	%²		3.25	%		3.31	%		3.10	%		2.93	%		2.53	%
Portfolio turnover rate		15.50	%¹		38.01	%		57.44	%		44.37	%		66.26	%		50.36	%


¹	Not annualized.
²	Annualized.

See notes to financial statements.

114

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS


	Opportunistic Fixed Income Fund

	Institutional			Service

	April 29, 2011¹Through September 30, 2011			Period Ended September 30, 2011

	(Unaudited)			(Unaudited)

Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$10,06			$10.00
Income from investment operations:
Net investment income		0.13			0.16
Net realized and unrealized losses on investments		(0.84	)		(0.84	)

Total from investment operations		(0.71	)		(0.68	)

Less distributions:
Dividends from net investment income		(0.18	)		(0.15	)
Total distributions		(0.18	)		(0.15	)

Net asset value, end of period		$9.17			$9.17

Total return		-7.24	%²		-6.85	%²

Supplemental data and ratios:
Net assets, end of period		$28,945,882			$183,449,945
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.06	%³		1.58	%³
After expense reimbursement (recapture) and securities lending credit		1.05	%³		1.55	%³
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		4.25	%³		3.27	%³
After expense reimbursement (recapture) and securities lending credit		4.26	%³		3.30	%³
Portfolio turnover rate		39.16	%²		39.16	%²


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

See notes to financial statements.

115

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS


	Strategic Asset Allocation Fund			Tactical Constrained Asset Allocation Fund			Tactical Unconstrained Asset Allocation Fund			Absolute Return Asset Allocation Fund

	Service

	April 29, 2011¹ Through September 30, 2011			April 29, 2011¹ Through September 30, 2011			April 29, 2011¹ Through September 30, 2011			April 29, 2011¹Through September 30, 2011

	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$10.00			$10.00			$10.00			$10.00
Income from investment operations:
Net investment income (loss)		(0.01	)		0.01			—	*		0.03
Net realized and unrealized losses on investments		(2.12	)		(1.60	)		(1.35	)		(0.23	)

Total from investment operations		(2.13	)		(1.59	)		(1.35	)		(0.20	)

Net asset value, end of period		$7.87			$8.41			$8.65			$9.80

Total return		-21.30	%²		-15.90	%²		-13.50	%²		-2.00	%²
Supplemental data and ratios:
Net assets, end of period		$55,165,882			$57,163,383			$71,334,733			$107,130,643
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.56	%³		1.62	%³		1.57	%³		1.38	%³
After expense reimbursement (recapture) and securities lending credit		1.00	%³		1.00	%³		1.10	%³		1.10	%³
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		-0.93	%³		0.15	%³		-0.19	%³		1.48	%³
After expense reimbursement (recapture) and securities lending credit		-0.37	%³		0.77	%³		0.28	%³		1.76	%³
Portfolio turnover rate		3.94	%²		12.52	%²		98.36	%²		23.77	%²


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

See notes to financial statements.

116

GuideMark^SMFunds

NOTES TO FINANCIAL STATEMENTS (Unaudited)

September 30, 2011


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: GuideMark^SMLarge Cap Growth Fund, GuideMark^SMLarge Cap Value Fund, GuideMark^SMSmall/Mid Cap Core Fund, GuideMark^SMWorld ex-US Fund, GuideMark^SMOpportunistic Equity Fund, GuideMark^SMCore Fixed Income Fund, GuideMark^SMTax-Exempt Fixed Income Fund and GPS Funds II is comprised of the following 6 funds: GuideMark^SMGlobal Real Return Fund, GuideMark^SMOpportunistic Fixed Income Fund, GuidePath^SMStrategic Asset Allocation Fund, GuidePath^SMTactical Constrained Asset Allocation Fund, GuidePath^SMTactical Unconstrained Asset Allocation Fund and GuidePath^SMAbsolute Return Asset Allocation Fund (collectively, the “Funds”). All of the Funds, except for the GuideMark^SMOpportunistic Fixed Income Fund, are classified and operate as diversified funds under the 1940 Act. The GuideMark^SMOpportunistic Fixed Income Fund is 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. Effective April 1, 2011, the GuideMark^SMLarge Cap Growth Fund, GuideMark^SMLarge Cap Value Fund, GuideMark^SMSmall/Mid Cap Core Fund, GuideMark^SMWorld ex-US Fund, GuideMark^SMCore Fixed Income Fund and GuideMark^SMTax-Exempt Fixed Income Fund completed a restructuring to become the GuideMark^SMFunds. As of April 1, 2011, the GuideMark^SMOpportunistic Equity Fund, GuideMark^SMGlobal Real Return Fund and GuideMark^SMOpportunistic Fixed Income Fund commenced operations. As of April 29, 2011, the GuidePath^SMStrategic Asset Allocation Fund, GuidePath^SMTactical Constrained Asset Allocation Fund, GuidePath^SMTactical Unconstrained Asset


	Allocation Fund and GuidePath^SMAbsolute Return Asset Allocation Fund commenced operations. Each GuideMark^SMFund offers two classes of shares: Service Shares and Institutional Shares.

2.	Significant Accounting Policies

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

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

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

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

117

GuideMark^SMFunds

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2011


		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.

	Valuation Measurements

		The Funds have adopted authoritative fair valuation accounting standards that 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.

		Certain common stocks that trade or 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, including investments purchased as securities lending collateral and warrants.

118

GuideMark^SMFunds

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2011


	Certain of the Funds’ investments 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 inputs or methodology used for valuing securities are not necessarily 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, 2011:

	GuideMark^SMLarge Cap Growth Fund

Level 1

Level 2

Level 3

Total

Common Stocks

170,593,575

—

170,593,575

Short Term Investments

65,367

—

65,367

Investments Purchased as Securities

Lending Collateral

65,876,951

—

792

65,877,743

Total Investments in Securities

236,535,893

—

792

236,536,685


	For further information regarding security characteristics, see the Schedule of Investments. There were no significant transfers in/out of Level 1.

	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, 2011	$	365
Accrued discounts/(amortization of premiums), net		—
Realized loss		—
Change in unrealized appreciation		427
Net sales		—
Transfers in (out) of Level 3		—

Balance as of September 30, 2011	$	792

Change in unrealized appreciation during the period
for Level 3 investments held at September 30, 2011.	$	427

119


GuideMark^SMFunds
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
September 30, 2011


	GuideMark^SMLarge Cap Value Fund

Level 1

Level 2

Level 3

Total

Common Stocks

166,793,814

—

166,793,814

Real Estate Investment Trusts

3,254,307

—

3,254,307

Short Term Investments

2,003,994

—

2,003,994

Investments Purchased as Securities

Lending Collateral

69,656,142

—

906

69,657,048

Total Investments in Securities

241,708,257

—

906

241,709, 163


	For further information regarding security characteristics, see the Schedule of Investments. There were no significant transfers in/out of Level 1.

	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, 2011	$	418
Accrued discounts/(amortization of premiums), net		—
Realized loss		—
Change in unrealized appreciation		488
Net sales		—
Transfers in (out) of Level 3		—

Balance as of September 30, 2011	$	906

Change in unrealized appreciation during the period
for Level 3 investments held at September 30, 2011.	$	488

120


GuideMark^SMFunds
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
September 30, 2011


	GuideMark^SMSmall/Mid Cap Core Fund

Level 1

Level 2

Level 3

Total

Common Stocks

56,505,741

—

56,505,741

Real Estate Investment Trusts

2,449,880

—

2,449,880

Short Term Investments

1,022,696

—

1,022,696

Investments Purchased as Securities

Lending Collateral

22,659,582

—

247

22,659,829

Total Investments in Securities

82,637,899

—

247

82,638,146


	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, 2011	$	114
Accrued discounts/(amortization of premiums), net		—
Realized loss		—
Change in unrealized appreciation		133
Net sales		—
Transfers in (out) of Level 3		—

Balance as of September 30, 2011	$	247

Change in unrealized appreciation during the period
for Level 3 investments held at September 30, 2011.	$	133

121


GuideMark^SMFunds
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
September 30, 2011


	GuideMark^SMWorld ex-US Fund

Level 1

Level 2

Level 3

Total

Common Stocks

24,096,640

162,219,746

566,106

186,882,492

Investment Companies

3,644,000

—

3,644,000

Preferred Stocks

2,433,102

—

2,433,102

Real Estate Investment Trusts

—

1,106,253

—

1,106,253

Rights

—

13,466

—

13,466

Short Term Investments

3,371,563

—

3,371,563

Investments Purchased as Securities

Lending Collateral

1,305,732

—

216

1,305,948

Total Investments in Securities

34,851,037

163,339,465

566,322

198,756,824


	For further information regarding security characteristics, see the Schedule of Investments. There were no significant transfers in/out of Levels 1 or 2.

	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, 2011	$	100
Accrued discounts/(amortization of premiums), net		—
Realized loss		(19,931	)
Change in unrealized depreciation		(185,508	)
Net purchases		771,661
Transfers in (out) of Level 3		—

Balance as of September 30, 2011	$	566,322

Change in unrealized appreciation during the period
for Level 3 investments held at September 30, 2011.	$	(185,508	)

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September 30, 2011

GuideMark^SMOpportunistic Equity Fund

Level 1

Level 2

Level 3

Total

Common Stocks

122,075,335

—

122,075,335

Real Estate Investment Trusts

396,306

—

396,306

Short Term Investments

11,564,043

—

11,564,043

Investments Purchased as Securities

Lending Collateral

49,609,960

—

49,609,960

Total Investments in Securities

183,645,644

—

183,645,644

For further information regarding security characteristics, see the Schedule of Investments. There were no significant transfers in/out of Level 1.

GuideMark^SMGlobal Real Return Fund

Level 1

Level 2

Level 3

Total

Investment Companies

113,529,868

—

113,529,868

Short Term Investments

653,201

—

653,201

Investments Purchased as Securities

Lending Collateral

20,997,400

—

20,997,400

Total Investments in Securities

135,180,469

—

135,180,469

For further information regarding security characteristics, see the Schedule of Investments. There were no significant transfers in/out of Level 1.

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September 30, 2011


GuideMark^SMCore Fixed Income Fund

	Level 1		Level 2		Level 3		Total

Fixed Income
Asset Backed Securities	$	—	$	9,141,037	$	—	$	9,141,037
Collateralized Mortgage Obligations		—		24,470,281		—		24,470,281
Corporate Obligations		—		128,634,390		—		128,634,390
Foreign Government Debt Obligations		—		775,485		—		775,485
Mortgage Backed Securities		—		142,910,167		—		142,910,167
Municipal Debt Obligations		—		4,762,738		—		4,762,738
Supranational Obligations		—		3,949,532		—		3,949,532
U.S. Government Agency Issues		—		9,619,077		—		9,619,077
U.S. Treasury Obligations		—		79,587,663		—		79,587,663

Total Fixed Income		—		403,850,370		—		403,850,370
Preferred Stock		514,374		—		—		514,374
Warrants		1,115		—		—		1,115
Short Term Investments		8,358,995		52,000,000		—		60,358,995
Investments Purchased as Securities
Lending Collateral		127,002,425		—		191		127,002,616

Total Investments in Securities	$	135,876,909	$	455,850,370	$	191	$	591,727,470


Other Financial Instruments*
Forward Sale Commitments	$	—	$	1,085,313	$	—	$	1,085,313
Futures		223,201		—		—		223,201

Total	$	223,201	$	1,085,313	$	—	$	1,308,514


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

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, 2011	$	88
Accrued discounts, net		—
Realized loss		—
Change in unrealized appreciation		103
Net sales		—
Transfers out of Level 3		—

Balance as of September 30, 2011	$	191

Change in unrealized appreciation during the period for Level 3 investments held at September 30, 2011.	$	103


For further information regarding security characteristics, see the Schedule of Investments. There were no significant transfers in/out of Levels 1 or 2.

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September 30, 2011

GuideMark^SMTax-Exempt Fixed Income Fund

Level 1

Level 2

Level 3

Total

Municipal Obligations

—

86,574,700

—

86,574,700

Short Term Investments

946,736

—

946,736

Total Investments in Securities

946,736

86,574,700

—

87,521,436

For further information regarding security characteristics, see the Schedule of Investments. There were no significant transfers in/out of Levels 1 or 2.


GuideMark^SMOpportunistic Fixed Income Fund

	Level 1		Level 2			Level 3		Total

Equity
Common Stock	$	1,988,039	$	—		$	—	$	1,988,039
Convertible Preferred Stock		2,414,793		—			—		2,414,793
Preferred Stock		615,840		—			—		615,840

Total Equity		5,018,672		—			—		5,018,672
Fixed Income
Asset Backed Securities		—		1,056,761			—		1,056,761
Bank Loans		—		9,100,345			—		9,100,345
Collateralized Mortgage Obligations		—		14,732,286			—		14,732,286
Convertible Obligations		—		2,563,469			—		2,563,469
Corporate Obligations		—		52,909,985			—		52,909,985
Foreign Government Obligations		—		100,204,708			—		100,204,708

Total Fixed Income		—		180,567,554			—		180,567,554
Short Term Investments		12,490,833		11,081,948			—		23,572,781

Total Investments in Securities	$	17,509,505	$	191,649,502		$	—	$	209,159,007


Other Financial Instruments*
Forward Currency Contracts	$	—	$	(1,574,925	)	$	—	$	(1,574,925	)
Futures		267,644		—			—		267,644
Swaps		—		315,544			—		315,544

Total	$	267,644	$	(1,259,381	)	$	—	$	(991,737	)


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

For further information regarding security characteristics, see the Schedule of Investments. There were no significant transfers in/out of Levels 1 or 2.

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September 30, 2011

GuidePath^SMStrategic Asset Allocation Fund

Level 1

Level 2

Level 3

Total

Investment Companies

53,114,440

—

53,114,440

Short Term Investments

2,126,542

—

2,126,542

Investments Purchased as Securities

Lending Collateral

1,813,531

—

1,813,531

Total Investments in Securities

57,054,513

—

57,054,513

For further information regarding security characteristics, see the Schedule of Investments. There were no significant transfers in/out of Level 1.

GuidePath^SMTactical Constrained Asset Allocation Fund

Level 1

Level 2

Level 3

Total

Investment Companies

55,052,807

—

55,052,807

Short Term Investments

1,740,172

—

1,740,172

Investments Purchased as Securities

Lending Collateral

2,018,007

—

2,018,007

Total Investments in Securities

58,810,986

—

58,810,986

For further information regarding security characteristics, see the Schedule of Investments. There were no significant transfers in/out of Level 1.

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September 30, 2011

GuidePath^SMTactical Unconstrained Asset Allocation Fund

Level 1

Level 2

Level 3

Total

Investment Companies

68,790,832

—

68,790,832

Short Term Investments

2,484,179

—

2,484,179

Investments Purchased as Securities

Lending Collateral

3,575,442

—

3,575,442

Total Investments in Securities

74,850,453

—

74,850,453

For further information regarding security characteristics, see the Schedule of Investments. There were no significant transfers in/out of Level 1.

GuidePath^SMAbsolute Return Asset Allocation Fund

Level 1

Level 2

Level 3

Total

Investment Companies

103,577,835

—

103,577,835

Short Term Investments

3,489,010

—

3,489,010

Investments Purchased as Securities

Lending Collateral

3,290,600

—

3,290,600

Total Investments in Securities

110,357,445

—

110,357,445

For further information regarding security characteristics, see the Schedule of Investments. There were no significant transfers in/out of Level 1.

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September 30, 2011


	Recent Accounting Pronouncement

	In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements” in GAAP and the International Financial Reporting Standards (“IFRSs”). ASU No. 2011-04 amends FASB ASC Topic 820, Fair Value Measurements and Disclosures, to establish common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and IFRSs. ASU No. 2011-04 is effective for fiscal years beginning after December 5, 2011 and for interim periods within those fiscal years. Management is currently evaluating the impact of these amendments and does not believe they will have a material impact on the Trusts’ financial statements.

Derivative Instruments and Hedging Activities

The Funds have 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^SMCore Fixed Income Fund

During the period, the Fund used money market and fixed income derivatives, including futures, forwards, and options, 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. Forward contracts were also used during the period, both on foreign currencies as well as on forward purchase commitments on fixed income instruments, such as TBAs. Option positions previously established in a prior period were present in the Fund during the period, but no new option contracts were entered into during the period. In addition, there were no outstanding option contracts at year-end.

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

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September 30, 2011

Balance Sheet — Values of Derivative Instruments as of September 30, 2011


	Asset Derivatives			Liability Derivatives


Derivatives not accounted for as hedging instruments	Balance Sheet Location	Value		Balance Sheet Location	Value

Interest Rate Contracts — Futures*	Variation margin on futures contracts	$	292,717	Variation margin on futures contracts	$	69,516

Total		$	292,717		$	69,516


*	Includes cumulative appreciation/depreciation as reported in Schedule of Investments/footnotes. Only current day’s variation margin is reported within the Statement of Assets & Liabilities.


The Effect of Derivative Instruments on the Statement of Operations for the Period Ended September 30, 2011

Amount of Realized Loss on Derivatives Recognized in Income

	Futures			Forward Currency Contracts				Total

Interest Rate Contracts		($17,057	)		$	—		($	17,057	)
Foreign Exchange Contracts		—				(161,263	)	($	161,263	)

Total		($17,057	)		($	161,263	)	($	178,320	)


Change in Unrealized Appreciation on Derivatives Recognized in Income

	Futures			Forward Currency Contracts				Total

Interest Rate Contracts		$524,549			$	—		$	524,549
Foreign Exchange Contracts		—				150,835		$	150,835

Total		$524,549			$	150,835		$	675,384

GuideMark^SMOpportunistic Fixed Income Fund

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

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

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September 30, 2011

Balance Sheet — Values of Derivative Instruments as of September 30, 2011


	Asset Derivatives			Liability Derivatives


Derivatives not accounted for as hedging instruments	Balance Sheet Location	Value		Balance Sheet Location	Value

Credit Contracts — Swaps	Appreciation on Swap			Depreciation on Swap
	Agreements	$	403,051	Agreements	$	87,507
Foreign Exchange Contracts — Forward	Appreciation of forward			Depreciation of forward
Currency Contracts	currency contracts		6,523,166	currency contracts		8,098,091
Equity Contracts — Futures*	Variation margin on			Variation margin on
	futures contracts		91,137	futures contracts		—
Interest Rate Contracts — Futures*	Variation margin on			Variation margin on
	futures contracts		176,507	futures contracts		—

Total		$	7,193,861		$	8,185,598

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


The Effect of Derivative Instruments on the Statement of Operations for the Period Ended September 30, 2011

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

	Purchased Options			Futures			Forward Currency Contracts			Swaps		Total

Interest Rate Contracts		($61,468	)	($	1,041,719	)	$	—		$	—	($	1,103,187	)
Foreign Exchange Contracts		—			0			(20,899	)		—	($	20,899	)
Equity Contracts		—			250,840			0			—	$	250,840
Credit Contracts		—			—			—			698,477	$	698,477

Total		($61,468	)	($	790,879	)	($	20,899	)	$	698,477	($	174,769	)


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

				Futures			Forward Currency Contracts			Swaps		Total

Interest Rate Contracts				$	176,507		$	—		$	—	$	176,507
Foreign Exchange Contracts					—			(1,574,925	)		—	($	1,574,925	)
Equity Contracts					91,137			—			—	$	91,137
Credit Contracts					—			—			315,544	$	315,544

Total				$	267,644		($	1,574,925	)	$	315,544	($	991,737	)

130

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2011

The average monthly notional amount of purchased options, futures, forwards, and swaps during the period ended September 30, 2011 were as follows:


Long Positions	GuideMark^SM Core Fixed Income Fund		GuideMark^SMOpportunistic Fixed Income Fund

Purchased Options	$	—	$	4,423
Futures	$	41,227,849	$	1,051,835
Forwards	$	275,647	$	55,512,019
Swaps	$	—	$	22,414


Short Positions	GuideMark^SM Core Fixed Income Fund			GuideMark^SMOpportunistic Fixed Income Fund

Futures	$	(2,302,067	)	$	(22,561,358	)
Forwards	$	(248,157	)	$	(44,266,486	)

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.

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September 30, 2011


	(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.

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

	(d)	Federal Income Taxes
		The Funds intend to continue to comply with the requirements of sub-chapter M of the Internal Revenue Code necessary to qualify as regulated investment companies and to make the requisite distributions of income and capital gains to 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)	Security Transactions and Income Recognition Security transactions are accounted for on trade date. Dividend income is recognized on the ex-dividend date, and the interest income recorded using the effective yield method is accrued daily. Realized gains and losses on investment transactions are determined using the high cost method. Return of capital distributions received from REIT securities are recorded as an adjustment to the cost of the security and thus may impact unrealized or realized gains or losses on the security. Gains and losses from paydowns on mortgage and asset backed securities are recorded as adjustments to interest income.

	(i)	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.

	(j)	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

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2011


		currency, it may sell a forward currency contract to lock in the U.S. dollar equivalent of the anticipated sales proceeds). Forward contracts are valued daily and unrealized appreciation or depreciation is recorded daily as the difference between the contract exchange rate and the closing forward rate applied to the face amount of the contract.

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

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

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


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

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

		Futures contracts are valued at the daily quoted settlement prices.

		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.

133

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2011


	(k)	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.

	(l)	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.

	(m)	Restricted and Illiquid Securities
		Each Fund may invest up to 15% of its net assets in securities that are illiquid at the time of purchase, which includes securities with legal or contractual restrictions on their disposition, and securities for which there are no readily available market quotations. The Advisor, with the assistance of the sub-advisors and/or pricing services, will determine the value of such securities in good faith pursuant to procedures adopted by the applicable Board of Trustees. Illiquid securities present the risks that a Fund may have difficulty valuing these holdings and/or may be unable to sell these holdings at the


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

	(n)	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.

	(o)	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.

	(p)	Trustee Compensation
		The Trusts (GPS Funds I and GPS Funds II) operate under two different sets 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

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September 30, 2011


		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 and other related fund groups advised by the Advisor (Genworth Variable Insurance Trust), the Independent Trustees receive a retainer fee of $55,000 per year and $3,500 quarterly 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 among the Trust and the other related fund groups.

		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 Fund has an Investment Advisory Agreement (the “Agreement”) with Genworth Financial Wealth Management, Inc. (the “Advisor”), 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	%
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	%


		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. 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: (1) 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, and (2) waive portions of its advisory fee monthly on aggregate average assets of the Large Cap Growth Fund, Large Cap Value Fund, Small/Mid Cap Core Fund, World ex-US Fund, Tax-Exempt Fixed Income Fund and Core Fixed Income Fund in excess of $2.5 billion to pass on certain savings in the underlying sub-advisory fee arrangements.

		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, 2012, its management fee and/or reimburse each Fund’s other expenses to the extent necessary to ensure that the Fund’s operating expenses do not exceed the following rates, based on each Fund’s average daily net assets:

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September 30, 2011


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		1.00%
Tactical Constrained Asset Allocation Fund		1.00%
Tactical Unconstrained Asset Allocation Fund		1.10%
Absolute Return Asset Allocation Fund		1.10%

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, 2011, the Large Cap Value Fund, Global Real Return Fund, Opportunistic Equity Fund and Core Fixed Income Fund have recouped all potential recoverable waivers or reimbursed expenses.

The Advisor is currently waiving fees and, in some cases, reimbursing expenses in the Small/Mid Cap Core Fund and Tax-Exempt Fixed Income Fund in order to keep these Funds at their expense cap. Waived expenses subject to potential recovery are as follows:


	Year of Expiration 03/31/2012		Year of Expiration 03/31/2013		Year of Expiration 03/31/2014		Year of Expiration 03/31/2015

Large Cap Growth		—		—		—		992
Small/Mid Cap Core Fund		—		—		32,132		11,226
World ex-US Fund		—		—		—		28,052
Tax-Exempt Fixed Income Fund		12,723		32,625		21,611		17,418
Opportunistic Fixed Income Fund		—		—		—		6,036
Strategic Asset Allocation Fund		—		—		—		13,122
Tactical Constrained Asset Allocation Fund		—		—		—		17,534
Tactical Unconstrained Asset Allocation Fund		—		—		—		13,164
Absolute Return Asset Allocation Fund		—		—		—		8,653

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

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September 30, 2011


4.	Distribution Plan

	Each Trust, on behalf of the Service Shares class of its Funds, have 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. Quasar Distributors, LLC serves as sub-distributor for the Funds. Quasar Distributors, LLC is an affiliated company of U.S. Bank, N.A.

5.	Service and Custody Agreements

	The 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. A portion of the fee to be paid to the Custodian during the period ended September 30, 2011 was waived.

	As of September 30, 2011, the Funds (excluding the Tax-Exempt Fixed Income Fund and Opportunistic Fixed Income Fund) had loaned securities that were collateralized by cash. The cash collateral received was invested in securities as listed in each Fund’s Schedule of Investments. Income earned from these investments is allocated to each Fund based on each Fund’s portion of total cash collateral received. Securities lending income is disclosed in each Fund’s Statement of Operations as a securities lending offset.

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September 30, 2011

As of September 30, 2011, 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	$	61,999,411	$	65,891,012	$	6,447		$	65,894,643	$	(16,900	)	$	65,877,743
Large Cap
Value Fund		65,613,937		69,671,010		8,592			69,676,385		(19,337	)		69,657,048
Small/Mid Cap
Core Fund		21,053,822		22,664,419		1,549			22,665,089		(5,260	)		22,659,829
World ex-US Fund		1,217,050		1,305,732		5,588			1,310,555		(4,607	)		1,305,948
Opportunistic
Equity Fund		46,749,218		49,609,960		—			49,609,960		—			49,609,960
Global Real
Return Fund		19,511,176		20,997,400		—			20,997,400		—			20,997,400
Core Fixed
Income Fund		124,584,759		127,029,532		(22,176	)		127,006,680		(4,064	)		127,002,616
Strategic Asset
Allocation Fund		1,722,080		1,813,531		—			1,813,531		—			1,813,531
Tactical Constrained
Asset Allocation Fund		1,916,088		2,018,007		—			2,018,007		—			2,018,007
Tactical Unconstrained
Asset Allocation Fund		3,423,641		3,575,442		—			3,575,442		—			3,575,442
Absolute Return Asset
Allocation Fund		3,193,820		3,290,600		—			3,290,600		—			3,290,600

	$	350,985,002	$	367,866,645	$	—		$	367,858,292	$	(50,168	)	$	367,808,124

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September 30, 2011


7.	Investment Transactions

	The aggregate purchases and sales of securities, excluding short-term investments, for the period ended September 30, 2011 are summarized below.


	Purchases		Sales

Large Cap Growth Fund	$	196,721,229	$	200,774,866
Large Cap Value Fund		171,129,821		162,328,936
Small/Mid Cap Core
Fund		134,231,377		98,969,844
World ex-US Fund		301,396,881		319,496,347
Opportunistic Equity
Fund		202,840,303		46,573,503
Global Real Return Fund		173,493,129		37,270,243
Core Fixed Income Fund*		879,373,853		952,088,227
Tax-Exempt Fixed
Income Fund		15,137,882		48,701,745
Opportunistic Fixed
Income Fund**		276,646,868		72,317,285
Strategic Asset
Allocation Fund		62,254,116		1,178,072
Tactical Constrained
Asset Allocation Fund		64,735,480		3,807,490
Tactical Unconstrained
Asset Allocation Fund		110,619,244		36,174,303
Absolute Return Asset
Allocation Fund		117,992,687		12,599,039


*	Included in these amounts were $805,769,604 of purchases and $861,947,195 of sales of U.S. Government Securities.

**	Included in these amounts were $528,204,686 of purchases and $528,205,000 of sales of U.S. Government Securities


8.	Other Tax Information

	The Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted on December 22, 2010. The Act makes changes to several tax rules impacting the Funds. In general, the provisions of the Act will be 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. Relevant information regarding the impact of the Act on the Fund, if any, will be contained within the “Federal Income Taxes” section of the financial statement notes for the fiscal year ending March 31, 2012.

	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.

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2011


These differences are primarily due to net operating losses, foreign currency and the use of equalization. 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	$	208,819		$	3,453		$	(212,272	)
	Large Cap Value Fund		25			(25	)		—
	Small/Mid Cap Core Fund		146,182			(146,598	)		416
	World ex-US Fund		(437,087	)		437,087			—
	Core Fixed Income Fund		520,682			(520,682	)		—
	Tax-Exempt Fixed Income Fund		—			—			—

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:

	3/31/16			3/31/17			3/31/18			3/31/19

Large Cap Growth Fund	$	—		$	(36,044,202	)	$	(59,171,144	)	$	—
Large Cap Value Fund		—			(53,157,378	)		(146,948,668	)		—
Small/Mid Cap Core Fund		—			(19,729,958	)		(12,866,943	)		—
World ex-US Fund		—			(73,593,482	)		(139,582,037	)		—
Core Fixed Income Fund		—			—			(1,028,334	)		—
Tax-Exempt Fixed Income Fund		(783,558	)		(3,325,230	)		(2,354,785	)		—


Additionally, at March 31, 2011, the Funds deferred on a tax basis post-October 2010 losses as follows:

Large Cap Growth Fund		—
Large Cap Value Fund		—
Small/Mid Cap Core Fund		—
World ex-US Fund	$	25,348	*
Core Fixed Income Fund		12,329,171
Tax-Exempt Fixed Income Fund		1,251,515

*Post-October 2010 currency loss deferral.

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2011

The tax components of distributions paid during the fiscal years ended March 31, 2011 and March 31, 2010 are as follows:


	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.

The Funds designated as long-term capital gain dividend, pursuant to Internal Revenue Code Section 852(b)(3), the amount necessary to reduce the earnings and profits of the Fund related to net capital gain to zero for the tax year ended March 31, 2011.


	Year Ended March 31, 2010

	Ordinary Income Distributions		Long-Term Capital Gain Distributions		Return of Capital

Large Cap Growth Fund	$	312,348	$	—	$	124,389
Large Cap Value Fund		3,205,994		—		—
Small/Mid Cap Core Fund		10,573		—		121,608
World ex-US Fund		6,512,687		—		—
Core Fixed Income Fund		19,828,054		—		—
Tax-Exempt Fixed Income Fund*		6,165,984		—		—

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2011

At March 31, 2011, 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			Core Fixed Income Fund			Tax-Exempt Fixed Income Fund

Cost of
Investments		157,336,883			154,269,385			31,317,695			245,068,332			508,606,950			167,385,686
Gross Unrealized
Appreciation		60,627,591			56,115,592			12,135,807			36,390,508			10,163,172			2,805,522
Gross Unrealized
Depreciation		(6,671,732	)		(10,308,070	)		(652,218	)		(12,608,377	)		(9,442,759	)		(2,078,618	)

Net Unrealized
Appreciation		53,955,859			45,807,522			11,483,589			23,782,131			720,413			726,904

Undistributed
Tax-Exempt
Ordinary Income		—			—			—			—			—			44,650
Undistributed
Ordinary Income		—			499,075			—			—			570,514			40,053
Undistributed
Long-Term
Cap Gains		—			—			—			2,815,992			—			—

Total Distributable
Earnings		—			499,075			—			2,815,992			570,514			84,703

Other Accumulated
Losses		(95,215,346	)		(200,106,046	)		(32,596,901	)		(213,200,920	)		(13,248,574	)		(7,715,088	)

Total Accumulated
Losses		(41,259,487	)		(153,799,449	)		(21,113,312	)		(186,602,797	)		(11,957,647	)		(6,903,481	)

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September 30, 2011


Additional Information

1.	Shareholder Notification of Federal Tax Status (Unaudited)
	The Large Cap Value Fund, World ex-US Fund and Core Fixed Income Fund designated 100%, 0%, and 0%, respectively, of dividends during the fiscal year ended March 31, 2011, as dividends qualifying for the dividends received deduction available to corporate shareholders.

	The Large Cap Value Fund, World ex-US Fund, and Core Fixed Income Fund, designated 100%, 100%, and 0%, respectively, of dividends declared from net investment income during the fiscal year ended March 31, 2011, as qualified income under the Jobs and Growth Tax Relief Reconciliation Act of 2003.

2.	Foreign Tax Credit Pass Through (Unaudited)
	Pursuant to Section 853 of the Internal Revenue Code, the GuideMark^SMWorld ex-US Fund designates the following amounts as foreign taxes paid for the year ended March 31, 2011. Foreign taxes paid for purposes of Section 853 may be less than actual foreign taxes paid for financial statement purposes.


	Creditable Foreign Taxes Paid		Per Share Amount		Portion of Ordinary Income Distribution Derived from Foreign Sourced Income*

GuideMark^SMWorld ex-US Fund		$596,600		$0.0185		92.5923%


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

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

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

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

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
September 30, 2011


3.	Disclosure Regarding Fund Trustees and Officers (Unaudited)

Name, Age
and Address

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

R. Thomas DeBerry
c/o Genworth Financial
Wealth Management, Inc.
2300 Contra Costa
Boulevard Ste 600
Pleasant Hill, CA 94523
Year of Birth: 1941

GPS Funds I Trustee

Indefinite Term since January 2001.

Retired, President, DeBerry Consulting (a securities consulting firm) (1998-present).

None

William J. Klipp
c/o Genworth Financial
Wealth Management, Inc.
2300 Contra Costa
Boulevard Ste 600
Pleasant Hill, CA 94523
Year of Birth: 1955

Trustee

Indefinite Term since January 2001, Lead Independent Trustee since May 2007.

Retired; President and Chief Operating Officer, Charles Schwab Investment Management, Inc. and Executive Vice President, Schwab Funds (1993-1999).

None

Dennis G. Schmal
c/o Genworth Financial
Wealth Management, Inc.
2300 Contra Costa
Boulevard Ste 600
Pleasant Hill, CA 94523
Year of Birth: 1947

Trustee

Indefinite Term since July 2007.

Self-employed consultant (2003-present).

Trustee, Grail Advisors ETF Trust (2009-present); Trustee, Wells Fargo Multi-Strategy 100 Fund (closed-end hedge fund) (2008- present); Director/ Chairman, Pacific Metrics Corp. (Educational Services) (2005- present); Director, Varian Semiconductor Equipment Associates, Inc. (2004-present); Director, Merriman Curhan Ford Group, Inc. (Financial Services) (2003- present).

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2011

Name, Age
and Address

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 Trustees

Ronald Cordes*
Genworth Financial
Wealth Management, Inc.
2300 Contra Costa
Boulevard Ste 600
Pleasant Hill, CA 94523
Year of Birth: 1959

Chairperson, Trustee

Indefinite Term since January 2001.

Principal, Genworth Financial Wealth Management (“GFWM”) (1994-present); President, GPS Funds I, formerly, AssetMark Funds (2001-2008).

ThinkImpact (non-profit organization) (2010- present); Transfair, USA (non-profit organization) (2010-present); Sarona Frontier General Partner, Inc. (investment fund) (2010-present); Microvest Fund I, Investment Committee (investment fund) (2009-present); University of the Pacific (2009-present); East Bay Community Foundation, (2007-present); Katalysis Bootstrap Fund (non-profit organization) (2005-present); Boys and Girls Clubs of Oakland (2002-present).

GPS Funds II

Independent Trustees

David M. Dunford
c/o Genworth Financial
Wealth Management, Inc.
2300 Contra Costa
Boulevard Ste 600
Pleasant Hill, CA 94523
Year of Birth: 1949

Trustee

Indefinite Term since 2011

Retired; formerly, Senior Vice President, Merrill Lynch Insurance Group (1989-2001).

Trustee, Genworth Variable Insurance Trust (2008-present); Director, New England Bancorp (2006-present)

Paul S. Feinberg
c/o Genworth Financial
Wealth Management, Inc.
2300 Contra Costa
Boulevard Ste 600
Pleasant Hill, CA 94523
Year of Birth: 1942

Trustee

Indefinite Term since 2011

Retired; formerly, 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) and President, CitiStreet Funds, Inc. (2000-2005).

Trustee, Genworth Variable Insurance Trust (2008-present); Director, Blue Fund Group (2006- 2008).

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2011

Name, Age
and Address

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

John A. Fibiger
c/o Genworth Financial
Wealth Management, Inc.
2300 Contra Costa
Boulevard Ste 600
Pleasant Hill, CA 94523
Year of Birth: 1932

Trustee

Indefinite Term since 2011

Retired.

Trustee, Genworth Variable Insurance Trust (2008-present); Trustee, Genworth Financial Asset Management Funds (“GFAM”); Director, Fidelity Life Association (life insurance company); Director, Members Mutual Holding Co. (2008-present); Member, Executive Committee, Austin Symphony Orchestra Board of Directors; Life Trustee, Museum of Science, Boston, Massachusetts.

Interested Trustees

Gurinder S. Ahluwalia**
c/o Genworth Financial
Wealth Management, Inc.
2300 Contra Costa
Boulevard Ste 600
Pleasant Hill, CA 94523
Year of Birth: 1965

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, CEO, GFAM (2004-2008); President and Chairman, Genworth Financial Asset Management Inc. (2004-2008).

Trustee, Genworth Variable Insurance Trust (2008-present); Trustee, GFAM; Centurion Capital Group Inc.; Centurion Financial Advisers Inc.; Genworth Financial Trust Company; GFWM, formerly AssetMark Investment Services, Inc., and Genworth Financial Asset Management, Inc.

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September 30, 2011


Name, Age and Address	Position(s) Held with the Trust	Term of Office and Length of Time Served	Principal Occupation During Past Five Years


Officers

Carrie E. Hansen Genworth Financial Wealth Management, Inc. 2300 Contra Costa Boulevard Ste 600 Pleasant Hill, CA 94523 Year of Birth: 1970	President	Renewed 1-Year Term since 2007	President, GPS Funds I (2007 to present), GPS Funds II (2011 to present) and Genworth Variable Insurance Trust (“GVIT”) (2008-present); Senior Vice President and Chief Operations Officer, GFWM (2008-present); Chairman, Genworth Financial Trust Company (2008-present); Senior Vice President and Managing Director, GPS Funds I, formerly, AssetMark Funds (2007-2008); Treasurer and Chief Compliance Officer, GFAM Funds (2007-2008); Chief Compliance Officer, GPS Funds I, formerly, AssetMark Funds (2005-2008); Treasurer, GPS Funds I, formerly, AssetMark Funds (2001-2008): Senior Vice President, Chief Financial Officer and Chief Compliance Officer, GFWM, formerly, AssetMark Investment Services, Inc. (2004-2007).

Deborah Djeu Genworth Financial Wealth Management, Inc. 2300 Contra Costa Boulevard Ste 600 Pleasant Hill, CA 94523 Year of Birth: 1962	Vice President, Chief Compliance Officer and AML Compliance Officer	Renewed 1-Year Term since 2008	Vice President, Chief Compliance Officer and AML Compliance Officer, GPS Funds I (2008 to present), GPS Funds II (2011 to present) and GVIT (2008-present): Deputy Chief Compliance Officer, GPSFunds I, formerly, AssetMark Funds (2007-2008); Compliance Manager, GE Money (2006-2007); Vice President, Wells Fargo Investments LLC (2004-2006).

Starr E. Frohlich Genworth Financial Wealth Management, Inc. 2300 Contra Costa Boulevard Ste 600 Pleasant Hill, CA 94523 Year of Birth: 1972	Vice President, Treasurer	Since 2010	Vice President and Treasurer, GPS Funds I (2010 to present), GPS Funds II (2011 to present) and GVIT (2010-present); Director of Fund Administration, GFWM (2010-present); Vice President, U.S. Bancorp Fund Services, LLC (1997-2010).

Christine Villas-Chernak Genworth Financial Wealth Management, Inc. 2300 Contra Costa Boulevard Ste 600 Pleasant Hill, CA 94523 Year of Birth: 1968	Deputy Chief Compliance Officer; Secretary	Renewed 1-Year Term since 2006	Secretary, GPS Funds I (2009 to present) and GPS Funds II (2011 to present); Deputy Chief Compliance Officer, Secretary GVIT (2008-present); Senior Compliance Officer, GFWM (2005-2009); Fund Administration & Compliance Manager, GFWM, formerly, AssetMark Investment Services, Inc.(2004-2005); Fund Administration & Compliance Specialist, GFWM, formerly, AssetMark Investment Services, Inc. (2002-2004).

Robert J. Bannon Genworth Financial Asset Management 16501 Ventura Boulevard Ste 201 Encino, CA 91436 Year of Birth: 1957	Chief Risk Officer	Since 2010	Chief Risk Officer, GFAM Funds (2010-present); GVIT Funds (2010-present); Senior Vice President and Chief Risk Officer, GFWM (2007-present); Senior Vice President and Chief Investment Officer, Bank of the West (formerly Sanwa Bank California) (2000-2005).


*	Ronald Cordes is an “interested person” of the Funds as defined in the 1940 Act due to his relationship with the Advisor.

**	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.

147

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September 30, 2011


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 Advisory Agreement and Sub-Advisory Agreements (Unaudited)

	GPS Funds I: Board of Trustees’ Consideration and Approval of a New Sub-Advisory Agreement for the GuideMark Opportunistic Equity Fund (unaudited)

	At a meeting held on September 29, 2011 (the “September Meeting”), the Board of Trustees (the “Board”) of GPS Funds I (the “Trust”) approved a new sub-advisory agreement (the “New Knightsbridge Agreement”) between Knightsbridge Asset Management, LLC (“Knightsbridge”) and Genworth Financial Wealth Management, Inc. (the “Advisor”), on behalf of one of the Trust’s series, the GuideMark Opportunistic Equity 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 portfolios. 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 New Knightsbridge Sub-Advisory Agreement was not submitted to a vote of shareholders.

	The Board’s review and approval of the New Knightsbridge Agreement was undertaken because a significant ownership interest in Knightsbridge (an existing sub-advisor to the Fund) was transferred between Knightbridge’s principals (the “Transaction”), which resulted in a change of control of Knightsbridge and constituted an assignment and termination of the existing sub-advisory agreement relating to the Fund (the “Original Sub-Advisory Agreement”). The terms of the proposed New Knightsbridge Sub-Advisory Agreement—other than the date—were identical in all respects to the Original Sub-Advisory Agreement that had been considered and approved by the Board at a meeting held on December 6, 2010 (the “December Meeting”).

	At the September Meeting, the Board reviewed a proposal for the New Knightsbridge Sub-Advisory Agreement, pursuant to which Knightsbridge would continue to serve as a sub-advisor of the Fund. In considering the approval of the New Knightsbridge Sub-Advisory Agreement, the Board was able to draw on its knowledge of the Trust, the Advisor, and Knightsbridge. The Board considered that the New Knightsbridge Sub-Advisory Agreement provided for the same services and fees as the Original Sub-Advisory Agreement and that the New Knightsbridge Sub-Advisory Agreement was in all respects identical to the Original Sub-Advisory Agreement—except for the effective date. Given that the services and fees provided under the New Knightsbridge Sub-Advisory Agreement were identical to the services and fees under the Original Sub-Advisory Agreement, the Board’s deliberations at the December Meeting remained relevant during the September Meeting.

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September 30, 2011


	The Board considered several factors that it deemed relevant, including but not limited to: (1) the nature, extent, and quality of the services that Knightsbridge provided to the Fund; (2) Knightsbridge’s reputation, investment management business, personnel, and operations; (3) Knightsbridge’s brokerage and trading policies and practices; (4) the level of sub-advisory fees charged by Knightsbridge and a comparison of such fees to (a) Knightsbridge’s fee schedule for comparable accounts and (b) the fees paid by certain other registered investment companies (or their investment advisors) having investment objectives similar to those of the Fund; (5) Knightsbridge’s compliance program; (6) Knightsbridge’s performance returns managing the Fund and such performance comparisons to a relevant index; and (7) Knightsbridge’s financial condition. The Board also considered and analyzed Knightsbridge’s management style, the qualifications and experience of the persons responsible for day-to-day management of the Fund, staffing levels, and overall resources.

	Furthermore, the Advisor recommended the approval of the New Knightsbridge Sub-Advisory Agreement. The approval of the New Knightsbridge Sub-Advisory Agreement was recommended by the Advisor because, among other factors, (1) the Transaction did not have a material effect on the nature, extent, or quality of the services provided by Knightsbridge to the Fund; (2) the Knightsbridge personnel who have been responsible for managing Knightsbridge’s allocated portion of the Fund continued to serve in their respective capacities following the Transaction; and (3) Knightsbridge’s historical investment performance with respect to its management of the Fund was satisfactory.

	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 New Knightsbridge Sub-Advisory Agreement was in the best interests of the Fund. Accordingly, the Board approved the New Knightsbridge Sub-Advisory Agreement and the fee to be paid thereunder to Knightsbridge on behalf of the Fund.

	Board of Trustees’ Consideration and Approval of Investment Advisory Agreements

	At its organizational meeting held on January 6, 2011 (the “Meeting”), the Board of Trustees (the “Board”) of GPS Funds II (formerly, Navigation Funds II) (the “Trust”), including each Trustee that is not an interested person of the Trust or any series thereof (the “Independent Trustees”), considered and unanimously approved the Investment Advisory Agreement for each series of the Trust (collectively, the “Funds”) between Genworth Financial Wealth Management, Inc. (the “Advisor”) and the Trust.

	The Board requested and considered materials that included, among other things, (i) the proposed Investment Advisory Agreement; (ii) a copy of the Advisor’s Form ADV disclosure document; (iii) information describing the nature, quality and extent of the services that the Advisor will provide to the Funds, and the fees the Advisor will charge to the Funds; (iv) information concerning the Advisor’s business and operations, investment team and compliance program; (v) information describing each Fund’s anticipated operating expenses; (vi) information regarding the financial condition of the Advisor and its parent company; and (vii) other information relevant to an evaluation of the nature, extent and quality of the services to be provided by the Advisor in response to a questionnaire prepared with input from independent counsel to the Independent Trustees. The Board met with representatives of the Advisor and considered that the Funds have been designed for the Advisor’s wealth management platform. The Trustees also considered their discussions with representatives of the Advisor throughout the course of the Meeting and during the executive session immediately prior to the Meeting.

	Prior to approving the Investment 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 Investment

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September 30, 2011


	Advisory Agreement and the weight to be given to each such factor. The conclusions reached by the Independent Trustees were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each Independent Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the Investment Advisory Agreement.

	Nature, Quality and Extent of Services

	The Board considered the nature, quality and extent of services that the Advisor would provide to each Fund. The Board was provided with charts detailing the organizational structure of the Advisor and its affiliated entities, and considered the experience and professional backgrounds of the key individuals that would be responsible for providing services to the Funds. The Board noted the responsibilities that the Advisor would have for the Funds that pursue their investment objectives through investments in other funds (the “Fund-of-Funds”). The Board noted the responsibilities that the Advisor would have under the Trust’s manager-of-managers structure, including: selecting and monitoring the Funds’ sub-advisors; maintaining a comprehensive compliance and administration program; and implementing Fund policies. The Board considered the Advisor’s place within the Genworth Financial, Inc. organization, and the potential benefit to the Funds in terms of the resources and expertise of a global financial institution. The Board considered the Advisor’s experience, resources and strengths in managing other funds and, in particular, other funds that operate using a fund-of-funds or manager-of-managers structure. Based on these considerations, the Board determined that each Fund was likely to benefit from the nature, quality and extent of the Advisor’s services.

	Advisory Fees and Expenses

	The Board considered the advisory fees proposed to be charged by the Advisor in connection with its relationship with the Funds and the Funds’ anticipated expenses. The Board considered the Advisor’s commitment to initially limit each Fund’s expenses through a fee waiver/expense limitation agreement with the Trust. The Board further examined how the proposed advisory fees compared to those of similar funds by reviewing comparative information supplied by a third-party data provider. With respect to each Fund-of-Funds, the Board considered the indirect expenses to be borne by the Funds as shareholders of certain underlying funds. The Board concluded that the proposed fees and anticipated expenses were reasonable.

	The Board also considered “fall-out” or ancillary benefits that may potentially accrue to the Advisor or its affiliates in the future because of its relationship with the Trust, such as monetary benefits that will accrue to the Advisor under the Shareholder Servicing Agreement, and that are expected to accrue to certain affiliated broker/dealers. The Board concluded that the benefits that might accrue to the Advisor and its affiliates were reasonable.

	Investment Performance

	Because each Fund was newly formed and had not yet commenced investment operations, the Board could not consider the Advisor’s investment performance with respect to its management of the Funds as a factor in evaluating the Investment Advisory Agreement. With respect to each Fund-of-Funds, the Board reviewed the Advisor’s historical performance record in managing other funds and accounts with investment objectives and strategies that are similar to the respective Fund. The Board also compared the Advisor’s historical performance records to relevant benchmarks and concluded that the historical performance record for the Advisor, viewed together with the other relevant factors considered by the Board, supported a decision to approve the Investment Advisory Agreement.

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September 30, 2011


	Profitability and Economies of Scale

	The Board considered the Advisor’s expected profitability in managing each Fund and the potential economies of scale that may be realized in the operation of the Funds. Because the Trust was newly formed, specific information was not available concerning the potential effect that asset growth and economies of scale may have on each Fund’s expenses. The Board concluded that it was appropriate to revisit the potential for economics of scale in connection with future annual reviews of the Investment Advisory Agreement.

	Conclusion

	After consideration of the foregoing factors and such other matters as were deemed relevant, and with no single factor being determinative to its decision, the Board, including all of the Independent Trustees, concluded to approve the Investment Advisory Agreement, including the fee payable thereunder, on behalf of each Fund.

	Board of Trustees’ Consideration and Approval of Sub-Advisory Agreements

	At the Meeting, the Trust’s Board, including the Independent Trustees, also considered and unanimously approved the sub-advisory agreements between each of the following sub-advisors and the Advisor, on behalf of the applicable Fund (each, a “Sub-Advisory Agreement”):


	Fund	Sub-Advisor

	Opportunistic Fixed Income Fund	Franklin Advisers, Inc.
	Opportunistic Fixed Income Fund	Loomis Sayles & Co., L.P.
	Global Real Return Fund	SSgA Funds Management, Inc.


	The Board considered a variety of materials relating to each sub-advisor, including, among other things, (i) a copy of the proposed form of sub-advisory agreement between the sub-advisor and the Advisor, on behalf of the applicable Fund; (ii) the sub-advisor’s Form ADV disclosures; (iii) the sub-advisor’s responses to the Advisor’s due diligence questionnaire, including information on the sub-advisor’s investment process; (iv) a description of the Advisor’s selection and recommendation process with respect to the sub-advisor, and the reasons for such recommendation; (v) information describing the nature, quality and extent of services that each sub-advisor will provide to its respective Fund, and the proposed sub-advisory fee payable to the sub-advisor; (vi) information concerning each sub-advisor’s business and operations, investment team, compliance program and internal procedures, including biographical information for the investment professionals that would be responsible for the day-to-day management of the applicable Fund’s portfolio; and (vii) information regarding the sub-advisor’s financial condition. The Trustees considered the recommendations of the Advisor with respect to each sub-advisor and the methods and resources the Advisor utilized in its efforts to identify and engage sub-advisors for the Funds.

	Prior to approving the Sub-Advisory Agreements, 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 each Sub-Advisory Agreement and the weight to be given to each such factor. The conclusions reached by the Independent Trustees were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each Independent Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to each Sub-Advisory Agreement.

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September 30, 2011


	Nature, Quality and Extent of Services

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

	Sub-Advisory Fees and Expenses

	The Board considered the compensation to be paid by the Advisor to each sub-advisor in conjunction with the services that would be rendered by each sub-advisor. The Board also considered comparisons of the fees to be paid by the Advisor to each sub-advisor with fees charged by that sub-advisor to its other clients. In addition, the Board considered the recommendation of the Advisor with respect to each sub-advisor and the Advisor’s representation that the fees to be paid to each sub-advisor were the result of an arms-length negotiation. The Board considered that the sub-advisory fees would be paid by the Advisor to each sub-advisor and would not be additional fees to be borne by a Fund. The Board also considered whether the fee schedule of each sub-advisor included breakpoints that would reduce that sub-advisor’s fees as assets in the Fund increased. The Board concluded that, in light of the nature, quality and extent of the services to be provided, the proposed fees to be paid to each sub-advisor with respect to the assets to be allocated to that sub-advisor were reasonable.

	The Board also considered “fall-out” or ancillary benefits that may potentially accrue to a sub-advisor or their affiliates in the future because of its relationship with its respective Fund. The Board concluded that the benefits that might accrue to any sub-advisor or its affiliates were reasonable.

	Investment Performance of the Sub-Advisors

	Because each Fund was newly formed and had not yet commenced investment operations, the Board could not consider each sub-advisor’s investment performance with respect to its management of the Fund as a factor in evaluating each Sub-Advisory Agreement. The Board did consider each sub-advisor’s historical performance record in managing other funds and accounts with investment strategies that are similar to the respective Fund, and the Board compared each sub-advisor’s historical performance records to relevant benchmarks. The Board concluded that the historical performance record for each sub-advisor, viewed together with the other relevant factors considered by the Board, supported a decision to approve each Sub-Advisory Agreement.

	Profitability and Economies of Scale

	The Board did not consider the profitability of the sub-advisors to be a material factor based on representations from the Advisor that it negotiated each Sub-Advisory Agreement, including the sub-advisory fees, with the sub-advisors on an arm’s-length basis. Because the Trust was newly formed, specific information was not available concerning the potential effect that asset growth and economies of scale may have on each Fund’s expenses. The Board concluded that it was

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September 30, 2011


	appropriate to revisit the potential for economics of scale in connection with future annual reviews of the Sub-Advisory Agreements.

	Conclusion

	After consideration of the foregoing factors and such other matters as were deemed relevant, and with no single factor being determinative to its decision, the Board, including all of the Independent Trustees, concluded to approve each Sub-Advisory Agreement, including the fees payable thereunder, on behalf of each Fund.

153

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GuidePath^SMFunds



GUIDEMARK^SMFUNDS & GUIDEPATH^SMFUNDS


GuideMark^SMLarge Cap Growth Fund
GuideMark^SMLarge Cap Value Fund
GuideMark^SMSmall/Mid Cap Core Fund
GuideMark^SMWorld ex-US Fund
GuideMark^SMOpportunistic Equity Fund
GuideMark^SMGlobal Real Return Fund
GuideMark^SMCore Fixed Income Fund
GuideMark^SMTax-Exempt Fixed Income Fund
GuideMark^SMOpportunistic Fixed Income Fund
GuidePath^SMStrategic Asset Allocation Fund
GuidePath^SMTactical Constrained^SMAsset Allocation Fund
GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund
GuidePath^SMAbsolute Return Asset Allocation Fund

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.
2600 One Commerce Square
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

Custodian
U.S. Bank, N.A.
1555 North RiverCenter Drive, Suite 302
Milwaukee, WI 53212

Distributor	Semi-Annual Report September 30, 2011
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	11/21/11

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	11/21/11


	By	/s/ Starr E. Frohlich

		Starr E. Frohlich, Principal Financial Officer/Treasurer


	Date	11/21/11

Since Inception (4/29/11)

GuidePath^SMStrategic Asset Allocation Fund

S&P 500^®Index