UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY INVESTMENT COMPANY ACT FILE NUMBER: 811-22486 NAME OF REGISTRANT: GPS Funds II ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 2300 Contra Costa Blvd., Suite 600 Pleasant Hill, CA 94523 NAME AND ADDRESS OF AGENT FOR SERVICE: Christine Villas-Chernak 2300 Contra Costa Blvd., Suite 600 Pleasant Hill, CA 94523 REGISTRANT'S TELEPHONE NUMBER: 925-521-2244 DATE OF FISCAL YEAR END: 03/31 DATE OF REPORTING PERIOD: 07/01/2010 - 06/30/2011 GuideMark Global Real Return Fund -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. GuideMark Opportunistic Fixed Income Fund -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. GuidePath Absolute Return Asset Allocation Fund -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. GuidePath Strategic Asset Allocation Fund -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. GuidePath Tactical Constrained Asset Allocation Fund -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. GuidePath Tactical Unconstrained Asset Allocation Fund -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) GPS Funds II By (Signature) /s/ Carrie E. Hansen Name Carrie E. Hansen Title President Date 08/31/2011