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             811-10263                

                             GuideStone Funds                            

(Exact name of registrant as specified in charter)

2401 Cedar Springs Road

                         Dallas, TX 75201-1407                        

(Address of principal executive offices) (Zip code)

Rodney R. Miller, Esq.

GuideStone Financial Resources of the Southern Baptist Convention

2401 Cedar Springs Road

                                     Dallas, TX 75201-1407                                    

(Name and address of agent for service)

Registrant’s telephone number, including area code:    214-720-2142

Date of fiscal year end:  December 31

Date of reporting period:  December 31, 2012

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.

Annual Report

December 31, 2012

Gs2

Gs4

DATE TARGET FunDs

MyDestination 2005 Fund

GMIZX

MyDestination 2015 Fund

GMTZX

MyDestination 2025 Fund

GMWZX

MyDestination 2035 Fund

GMHZX

MyDestination 2045 Fund

GMFZX

MyDestination 2055 Fund

GMGZX

AssET AllocATion FunDs

Conservative Allocation Fund

GFIZX

Balanced Allocation Fund

GGIZX

Growth Allocation Fund

GCOZX

Aggressive Allocation Fund

GGBZX

Conservative Allocation Fund I

GFIYX

Balanced Allocation Fund I

GGIYX

Growth Allocation Fund I

GCOYX

Aggressive Allocation Fund I

GGBYX

sElEcT FunDs

Money Market Fund

GMYXX

GMZXX

Low-Duration Bond Fund

GLDYX

GLDZX

Medium-Duration Bond Fund

GMDYX

GMDZX

Extended-Duration Bond Fund

GEDYX

GEDZX

Inflation Protected Bond Fund

GIPZX

Global Bond Fund

GGBFX

Defensive Market Strategies Fund

GDMYX

GDMZX

Equity Index Fund

GEQYX

GEQZX

Real Estate Securities Fund

GREZX

Value Equity Fund

GVEYX

GVEZX

Growth Equity Fund

GGEYX

GGEZX

Small Cap Equity Fund

GSCYX

GSCZX

International Equity Fund

GIEYX

GIEZX

GuideStone Funds

Privacy Notice

NOTICE CONCERNING YOUR PRIVACY RIGHTS

This notice will provide you with information concerning our policies with respect to nonpublic personal information that we collect about you in connection with the following financial products and services provided and/or serviced by the entities listed below: individual retirement accounts (“IRAs”) and/or personal mutual fund accounts.

The confidentiality of your information is important to us as we recognize that you depend on us to keep your information confidential, as described in this notice.

We collect nonpublic personal information about you with regard to your IRA and/or personal mutual fund accounts from the following sources:

• Information we receive from you on applications or other forms;

• Information about your transactions with us, our affiliates or others (including our third-party service providers);

• Information we receive from others such as service providers, broker-dealers and your personal agents or representatives; and

• Information you and others provide to us in correspondence sent to us, whether written, electronic or by telephone.

We may disclose such nonpublic personal financial information about you to one or more of our affiliates as permitted by law. An affiliate of an organization means any entity that controls, is controlled by or is under common control with that organization. GuideStone Funds, GuideStone Financial Resources of the Southern Baptist Convention (“GuideStone Financial Resources”), GuideStone Capital Management (“GSCM”), GuideStone Trust Services (“GSTS”), GuideStone Financial Services (“GFS”) and GuideStone Advisors (“GA”) are affiliates of one another. GuideStone Funds, GuideStone Financial Resources, GSCM, GSTS, GFS, GA and Foreside Funds Distributors LLC do not sell your personal information to nonaffiliated third parties.

We may also disclose any of the personal information that we collect about you to nonaffiliated third parties as permitted by law. For example, we may provide your information to nonaffiliated companies that provide account services or that perform marketing services on our behalf and to other financial institutions with whom we have joint marketing agreements. We restrict access to nonpublic personal information about you to those of our employees who need to know that information in order for us to provide products and services to you. We also maintain physical, electronic and procedural safeguards to guard your personal information.

These procedures will continue to remain in effect after you cease to receive financial products and services from us.

If you have any questions concerning our customer information policy, please contact a customer relations specialist at 1-888-98-GUIDE (1-888-984-8433).

TABLE OF CONTENTS

Letter from the President	2
From the Chief Investment Officer	4
About Your Expenses	9
Abbreviations and Footnotes	12
Date Target Funds:
MyDestination 2005 Fund	14
MyDestination 2015 Fund	17
MyDestination 2025 Fund	20
MyDestination 2035 Fund	23
MyDestination 2045 Fund	26
MyDestination 2055 Fund	29
Financial Statements	32
Asset Allocation Funds:
Conservative Allocation Fund	38
Balanced Allocation Fund	41
Growth Allocation Fund	44
Aggressive Allocation Fund	47
Financial Statements	50
Conservative Allocation Fund I	55
Balanced Allocation Fund I	58
Growth Allocation Fund I	61
Aggressive Allocation Fund I	64
Financial Statements	68
Money Market and Bond Funds:
Money Market Fund	72
Low-Duration Bond Fund	77
Medium-Duration Bond Fund	96
Extended-Duration Bond Fund	118
Inflation Protected Bond Fund	127
Global Bond Fund	132
Financial Statements	145
Equity Funds:
Defensive Market Strategies Fund	155
Equity Index Fund	169
Real Estate Securities Fund	177
Value Equity Fund	181
Growth Equity Fund	187
Small Cap Equity Fund	192
International Equity Fund	206
Financial Statements	222
Notes to Financial Statements	233
Report of Independent Registered Public Accounting Firm	286
Notice to Shareholders	287
Fund Management	289
Board Review of Advisory Agreements	292

This report has been prepared for shareholders of GuideStone Funds. It is not authorized for distribution to prospective investors unless accompanied or preceded by a current prospectus, which contains more complete information about the Funds. Investors are reminded to read the prospectus carefully before investing. Past performance is no guarantee of future results. Share prices will fluctuate and there may be a gain or loss when shares are redeemed. Fund shares are distributed by Foreside Funds Distributors LLC, 400 Berwyn Park, 899 Cassatt Road, Berwyn, PA 19312.

1

LETTER FROM THE PRESIDENT

Dear Shareholder:

We are pleased to present you with the 2012 GuideStone Funds Annual Report. This report reflects our unwavering commitment to integrity in financial reporting; we believe this helps you stay fully informed of your investments. We hope that you will find this information valuable when making investment decisions.

During the first quarter of 2012, GuideStone Funds became the first Christian-based, socially screened fund family to win the Lipper Award for Best Overall Small Fund Group in the U.S., ranking No. 1 out of 182 fund families with up to $40 billion in assets. This notable achievement speaks to the investment expertise of GuideStone Capital Management and its multi-manager investment process.

Since winning the Lipper award, we have continued to augment the products and services delivered to our shareholders. Several examples of our ongoing commitment are noted below:

We have made it easier to invest with GuideStone Funds. Investors may now open a GuideStone Funds personal investment account, traditional IRA or Roth IRA online. Enrollment specialists are also available by phone to assist with rollovers and transfers from other financial institutions.

We have updated your tax forms to reflect changes in cost basis reporting. Investors who sold or exchanged shares within personal investment accounts will receive an IRS Form 1099-B. This form will now report the adjusted cost basis and the holding period for covered shares purchased after January 1, 2012.

We have added additional online tools to track investment performance. Our dynamic, interactive charts allow investors to track the growth of a hypothetical $10,000 investment into any GuideStone Fund. Additionally, investors may explore the chart’s other features which include timing of dividend payments, broad market index comparisons and Morningstar^® Ratings.

We invite you to learn more about the new products and services offered by GuideStone Funds. Please visit our website at www.GuideStoneFunds.org or contact us at 1-888-98-GUIDE (1-888-984-8433). Thank you for entrusting GuideStone Funds with your investment assets, and we look forward to continuing to serve you.

Sincerely,

John R. Jones,

CFA President

2

GuideStone Funds shares are distributed by Foreside Funds Distributors LLC, not an advisor affiliate.

For each fund with at least a three-year history, a Morningstar Rating is based on a Morningstar risk-adjusted return measure that accounts for variation in a fund’s monthly historical performance (reflecting sales charges and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. Within each asset class, the top 10%, the next 22.5%, 35%, 22.5%, and the bottom 10% receive 5, 4, 3, 2 or 1 star, respectively. Each fund is rated exclusively against U.S. domiciled funds. The Overall Morningstar Rating™ is based on the weighted average of the number of stars assigned to the fund’s applicable time periods. The 5-yr. rating accounts for 60% and the 3-yr. rating for 40%.

Lipper Inc., a Reuters Company, is a nationally-recognized organization that compares the performance of mutual funds having similar investment objectives. The comparison is made across registered mutual funds, ranking the funds with similar objectives according to total returns. These investment returns are calculated after operating expenses have been deducted from each fund, but the rankings do not take sales charges into account. Lipper rankings are subject to change monthly, and past rankings are no guarantee of future results. Lipper ranked 16 out of 20 GuideStone Funds (GS4 class) above median for the five-year period as of December 31, 2012.

About the Best Overall Small Company Lipper Award: GuideStone Funds ranked No. 1 out of 182 eligible companies in the small company category. To be considered for the Small Company Lipper award, companies must have at least three distinct portfolios in each of the following asset classes-equity, bond, or mixed-asset as well as at least 36 months of performance history as of the end of the calendar year of the respective evaluation year. The overall group award is given to the group with the lowest average decile ranking for Lipper’s Consistent Return measure of its respective asset class results over the three-year period. All rankings are for the three-year period as of November 30, 2011. In cases of identical results the lower average percentile rank will determine the winner. Lipper, a wholly owned subsidiary of Reuters, is a leading global provider of mutual fund information and analysis to fund companies, financial intermediaries, and media organizations. ©2011 Lipper a subsidiary of Thomson Reuters.

3

FROM THE CHIEF INVESTMENT OFFICER

  Rodric E. Cummins, CFA Youngsters learn at an early age that the most basic fundamental in baseball is to “keep your eye on the ball,” despite the pressures and distractions of the game situation. In 2012, there was plenty of noise to distract investors from the fundamentals of investing, not the least of which was the political fury in the fourth quarter. In the face of the world’s large-scale debt and economic problems, investment markets surprised on the upside with an exceptional year. Positive economic growth, historically low interest rates, and calming assurances from global central banks provided a rich environment for investors in financial assets. Disciplined investors that maintained a well-diversified portfolio of risky assets, such as stocks and low quality bonds, were well rewarded.

  Non-U.S. markets led global stocks higher during the fourth quarter with the MSCI ACWI Ex-U.S. returning 5.85%, pushing the 2012 annual return to a very impressive 16.83%. U.S. stocks posted similar returns for the year as the Russell 3000^® Index was up 16.42%. Interest rates continued to fall and credit spreads narrowed, resulting in solid gains for bonds. The Barclays Capital U.S. Aggregate Bond Index returned 4.22% for the year. More risky segments of the bond market, such as long maturity bonds and high yield bonds, produced double-digit returns.

Global economies remain mired in a long-term deleveraging phase, putting enormous strains on financial systems and policymakers in efforts to reduce debt. In an economic sense, one man’s expenses are another man’s income, so reducing spending in an effort to reduce debt naturally constrains economic growth. Fragile economic conditions promote volatility in the capital markets, which will most certainly continue into 2013. Volatility is further amplified by political systems that are called upon for thoughtful and timely decision-making. The risk of unintended policy mistakes is very real, as investors have learned in Japan over the past two decades. Yet, a well-managed deleveraging phase by policymakers can create an environment in which financial assets do very well, as we have seen in the U.S. beginning in 2009. This is a unique and challenging period for all investors, one that can produce a wide range of outcomes over short time periods for risk-based portfolios. We believe that well-diversified portfolios will continue to serve investors well, so long as investors can maintain a steady hand and a long-term perspective on risk taking. Very conservative investors may experience less volatility, but with interest rates at 100-year lows, these portfolios will struggle to offset the effects of inflation.

Each and every day across financial markets around the world, our investment process scours the globe in search for the best investment ideas for your portfolio. It is a highly disciplined process that never sleeps: it is built upon the foundation of strong intellectual capital and experience that is disbursed globally, sorting fact from noise; and it is a process that is not distracted by complex market conditions. In short, we are very intentional about keeping our eye on the ball and delivering to you industry leading investment management services.

As we turn the corner into a new year, we want to express our thankfulness for the opportunity to serve you, our customer, in the important task of managing your investment portfolio. Thank you for your trust and Happy New Year from the team at GuideStone.

*This report may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to GuideStone Funds, market or regulatory developments. The views expressed are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed are subject to change at any time based upon economic, market, or other conditions and GuideStone Funds undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed (including any forward-looking statement) may not be relied upon as investment advice or as an indication of GuideStone Funds’ trading intent.

4

  Asset Class Performance Comparison

The following graph illustrates the performance of the major assets classes during 2012.

¹The Barclays Capital U.S. Aggregate Bond Index represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment grade bond market, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities.

²The MSCI ACWI (All Country World Index) Ex-U.S. Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed (excluding the United States) and emerging markets.

³The Russell 2000^® Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000^® Index is a subset of the Russell 3000^® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2000^® Index is constructed to provide a comprehensive and unbiased small-cap barometer and is completely reconstituted annually to ensure that larger stocks do not distort the performance and characteristics of the actual small-cap opportunity set.

⁴The S&P 500^® Index is an unmanaged index (with no defined investment objective) of common stocks, includes reinvestment of dividends and is a registered trademark of McGraw-Hill Co., Inc. The S&P 500^® Index includes 500 of the largest stocks (in terms of market value) in the United States.

5

S&P 500^® Index Returns

The U.S. large cap equity market, as represented by the S&P 500^® Index, posted a positive annual return of 16%. This was the fourth consecutive year of positive results and ninth out of the last ten years. Similar to last year, the start of this year was generally positive, peaking in early April, up about 13% year to date at that time. However, the large cap market pulled back sharply over the next two months until reaching the low point for the year in early June, down almost 10% during this short period. From this point until year-end, this index rallied by approximately 13% to finish the year on a positive note. The best performing sectors in this index this calendar year were Financials, Consumer Discretionary and Telecommunications. The sectors in the index that lagged the most this year were Utilities, Energy and Consumer Staples. Factors such as higher beta, higher price-to-earnings, lower return on equity and smaller market capitalization made the largest positive contributions to performance this year.

The S&P 500^® Index includes 500 leading companies in major industries of the U.S. economy. The index represents about 75% of U.S. equity market capitalization. It is a capitalization-weighted index calculated on a total return basis with dividends reinvested. Constituents are selected by a team of Standard & Poor’s economists and analysts.

Data Source: Bloomberg and S&P website

Russell 2000^® Index Returns

The U.S. small cap equity market, as represented by the Russell 2000^® Index, posted a positive return of 16.35% for the year. This was another volatile year with the index getting off to a good start, peaking in late March, up over 14% year to date at that time. However, the small cap market pulled back noticeably afterwards and bottomed in early June, down almost 13% over this short period. From this point until year-end, this index rallied by approximately 16% to finish the year strong. Two of last year’s worst performing sectors, Materials & Processing and Consumer Discretionary, in this index reversed course in 2012 and were the two best performers for this calendar year along with Financials. The sectors in the index that lagged the most this year were Energy, Technology and Utilities. Factors such as lower beta, lower price-to-earnings and smaller market capitalization made the largest positive contributions to performance this year.

The Russell 2000^® Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000^® Index is a subset of the Russell 3000^® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2000^® Index is constructed to provide a comprehensive and unbiased small-cap barometer and is completely reconstituted annually to ensure that larger stocks do not distort the performance and characteristics of the actual small-cap opportunity set.

Data Source: Russell Investments

6

MSCI ACWI Ex-U.S. Index (Net) Returns

The non-U.S. equity market, as represented by the MSCI ACWI Ex-U.S. Index (net), posted a positive return of 16.83% for the year. However, this was a volatile year for international equity markets. The year started with a very positive tone and this index was up over 13% by mid-March. However, non-U.S. markets in aggregate pulled back sharply over the next couple of months due to increasing concerns over Greece and the Euro debt crisis. As a result of these headline issues, this index sold off almost 16% from mid-March until early June. At this juncture, strong assurances made by the European Central Bank helped to calm investors and from this point forward until year-end, this index gained some positive traction and rallied by approximately 23% from its early June low point. The best performing markets during this calendar year were Turkey, Egypt and the Philippines. The markets which did the worst were Morocco, Israel and Brazil. The sectors that led performance results this year were Financials and Consumer Discretionary. The sectors in the index that lagged the most this year were Energy, Utilities and Telecommunications.

The MSCI ACWI (All Country World Index) Ex-U.S. Index is designed to provide a broad measure of stock performance in both developed and emerging markets, excluding the U.S. This index is comprised of approximately 1,800 stocks ranging across 23 developed, non-U.S. equity markets and 21 emerging markets countries. This market capitalization-weighted index is maintained by Morgan Stanley Capital International and represents approximately 85% of the global equity opportunity set outside of the U.S.

Data Source: Factset, MSCI

Barclays Capital U.S. Aggregate Bond Index Returns

The broad U.S. bond market, as measured by the Barclays Capital U.S. Aggregate Bond Index, posted a positive return of 4.21% for the year. Areas of the market that performed the best consisted of debt securities that possessed the following characteristics: longer maturity, corporate issued and lower credit quality. Also, commercial mortgage-backed securities did quite well during this period. Corporate bonds benefitted from improving underlying corporate fundamentals, strong balance sheets, cash positions and high demand (investors’ seeking higher yielding securities). Investors’ preference for income yield replaced their appetite for risk aversion and this change in sentiment versus a year ago increased downward pressure on U.S. Treasury securities relative to riskier corporate bonds.

The Barclays Capital U.S. Aggregate Bond Index is a broad-based benchmark representing approximately 8,200 U.S. dollar-denominated, taxable fixed income securities. To be included in this market capitalization-weighted index, bonds must be rated investment grade quality by Moody’s and Standard & Poor’s and have a maturity of at least one year. The types of fixed income instruments in this index primarily consist of U.S. Treasury securities, government-related securities, mortgage-backed securities, asset-backed securities and corporate bonds.

Data Source: Factset

7

Federal Reserve

The Federal Reserve (“Fed”) maintained the same targeted Fed Funds level of 0-0.25% for the fourth consecutive year. Although the Fed formally met to review this rate level on eight separate occasions during the year, no meaningful action on changing this rate was taken. The last time an action was taken was December 2008 when the Fed cut rates to their current levels. The Fed maintained an accommodative monetary policy stance throughout the year as unemployment levels had remained elevated, and inflation had been fairly muted. The Fed accomplished this objective by extending the average maturity of its holdings of U.S. Treasury securities through the “Operation Twist” program announced last year. Additionally, the Fed injected liquidity into the financial system through its purchases of agency mortgage-backed securities at a rate of $40 billion per month through the end of the year. In mid-December, the Fed announced that it intends to keep the target range at this level of 0-0.25% as long as the unemployment rate remains above 6.5%, inflation is below 2.5% and longer term inflation expectations “continue to be well anchored”. Previous guidance from the Fed expressed its belief that the federal funds rate could likely remain at current levels until mid-2015. This change in the Fed’s attempt at expressing specific guideposts was intended to be more helpful to investors than it had been in the past. The Fed will continue to closely monitor economic and financial developments in its efforts to foster maximum employment and price stability.

The Federal Reserve (“Fed”) is the central bank of the United States. It was created by Congress to provide the nation with a safer, more flexible, and more stable monetary and financial system. The Federal Funds Rate is the interest rate at which depository institutions lend balances at the Fed to other depository institutions overnight. The rate is one tool the Fed can use in their efforts of controlling the supply of money. Changes in the Federal Funds Rate trigger a chain of events that affect other short-term interest rates, foreign exchange rates, long-term interest rates, the amount of money and credit, and, ultimately, a range of economic variables, including employment, output, and prices of goods and services.

Data Source: Bloomberg, Federal Reserve

U.S. Treasury Yield Curve

Short-term rates remained at historically low levels as the Federal Reserve (the “Fed”), through its aggressively accommodative monetary policy, maintained the target federal funds rate at 0-0.25% in an effort to stimulate economic growth all year long. The very short end of the curve where the maturity is less than two years remained basically unchanged again this year. Starting at the 5-year maturity level and longer, there was some minimal reduction in yield levels as the yield curve flattened marginally compared to the end of 2011. At year-end 2012, yields on the 2-year, 5-year, 10-year and 30-year U.S. Treasury securities were 0.25%, 0.72%, 1.76% and 2.95%, respectively.

The Treasury yield curve illustrates the relationship between yields on short-term, intermediate-term and long-term Treasury securities. Normally, the shape of the yield curve is upward sloping with rates increasing from the short end of the curve moving higher to the long end. The short end of the curve is impacted more by monetary policy (demand for money) while inflationary expectations and market forces impact the long end of the curve.

Data Source: Bloomberg

8

About Your Expenses

As a shareholder of the Funds, you incur ongoing costs, including advisory fees and to the extent applicable, shareholder services fees, as well as other Fund expenses. This example is intended to help you to 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. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from July 1, 2012 to December 31, 2012.

Actual Expenses

The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred 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 section under the heading entitled “Expenses Paid During Period” to estimate the expenses attributable to your investment during this period.

Hypothetical Example for Comparison Purposes

The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are provided to enable you to compare the ongoing costs of investing in the Fund 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. Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second section of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds.

Actual
Fund	Class		Beginning Account  Value 07/01/12			Ending Account Value 12/31/12			Annualized Expense Ratio (1)			Expenses Paid During Period (2)
MyDestination 2005		GS4		$	1,000.00		$	1,040.43		0.20	%		$	1.03
MyDestination 2015		GS4			1,000.00			1,053.89		0.15				0.75
MyDestination 2025		GS4			1,000.00			1,067.53		0.15				0.75
MyDestination 2035		GS4			1,000.00			1,085.07		0.20				1.05
MyDestination 2045		GS4			1,000.00			1,085.56		0.20				1.05
MyDestination 2055		GS4			1,000.00			1,084.31		0.20				1.05
Conservative Allocation		GS4			1,000.00			1,033.08		0.12				0.61
Balanced Allocation		GS4			1,000.00			1,059.34		0.12				0.62
Growth Allocation		GS4			1,000.00			1,079.54		0.12				0.63
Aggressive Allocation		GS4			1,000.00			1,095.40		0.12				0.63
Conservative Allocation I		GS2			1,000.00			1,034.20		0.15				0.79
Balanced Allocation I		GS2			1,000.00			1,061.41		0.13				0.69
Growth Allocation I		GS2			1,000.00			1,080.79		0.15				0.78
Aggressive Allocation I		GS2			1,000.00			1,096.51		0.15				0.79
Money Market		GS2			1,000.00			1,000.47		0.19				0.94
		GS4			1,000.00			1,000.08		0.27				1.35
Low-Duration Bond		GS2			1,000.00			1,020.04		0.36				1.83
		GS4			1,000.00			1,018.72		0.57				2.89
Medium-Duration Bond		GS2			1,000.00			1,033.83		0.48				2.45
		GS4			1,000.00			1,032.88		0.63				3.22

9

About Your Expenses (Continued)

Actual
Fund	Class		Beginning Account  Value 07/01/12			Ending Account Value 12/31/12			Annualized Expense Ratio (1)			Expenses Paid During Period (2)
Extended-Duration Bond		GS2		$	1,000.00		$	1,071.77		0.52	%		$	2.72
		GS4			1,000.00			1,069.30		0.75				3.90
Inflation Protected Bond		GS4			1,000.00			1,025.01		0.64				3.28
Global Bond		GS4			1,000.00			1,068.27		0.81				4.19
Defensive Market Strategies (3)		GS2			1,000.00			1,035.44		1.04				5.33
		GS4			1,000.00			1,034.15		1.30				6.66
Equity Index		GS2			1,000.00			1,060.65		0.23				1.19
		GS4			1,000.00			1,059.90		0.38				1.97
Real Estate Securities		GS4			1,000.00			1,025.20		1.05				5.33
Value Equity		GS2			1,000.00			1,083.84		0.67				3.49
		GS4			1,000.00			1,082.13		0.91				4.76
Growth Equity		GS2			1,000.00			1,053.84		0.86				4.44
		GS4			1,000.00			1,052.83		1.05				5.44
Small Cap Equity		GS2			1,000.00			1,078.07		1.00				5.21
		GS4			1,000.00			1,076.57		1.19				6.23
International Equity (3)		GS2			1,000.00			1,146.55		1.13				6.08
		GS4			1,000.00			1,144.28		1.37				7.37
HYPOTHETICAL (assuming a 5% return before expenses)
Fund	Class		Beginning Account Value 07/01/12			Ending Account Value 12/31/12			Annualized Expense Ratio (1)			Expenses Paid During Period (2)
MyDestination 2005		GS4		$	1,000.00		$	1,024.13		0.20	%		$	1.02
MyDestination 2015		GS4			1,000.00			1,024.40		0.15				0.74
MyDestination 2025		GS4			1,000.00			1,024.41		0.15				0.74
MyDestination 2035		GS4			1,000.00			1,024.13		0.20				1.02
MyDestination 2045		GS4			1,000.00			1,024.13		0.20				1.02
MyDestination 2055		GS4			1,000.00			1,024.13		0.20				1.02
Conservative Allocation		GS4			1,000.00			1,024.53		0.12				0.61
Balanced Allocation		GS4			1,000.00			1,024.53		0.12				0.61
Growth Allocation		GS4			1,000.00			1,024.53		0.12				0.61
Aggressive Allocation		GS4			1,000.00			1,024.53		0.12				0.61
Conservative Allocation I		GS2			1,000.00			1,024.36		0.15				0.79
Balanced Allocation I		GS2			1,000.00			1,024.47		0.13				0.67
Growth Allocation I		GS2			1,000.00			1,024.38		0.15				0.76
Aggressive Allocation I		GS2			1,000.00			1,024.38		0.15				0.76
Money Market		GS2			1,000.00			1,024.20		0.19				0.95
		GS4			1,000.00			1,023.79		0.27				1.36
Low-Duration Bond		GS2			1,000.00			1,023.33		0.36				1.83
		GS4			1,000.00			1,022.27		0.57				2.89
Medium-Duration Bond		GS2			1,000.00			1,022.72		0.48				2.44
		GS4			1,000.00			1,021.97		0.63				3.20
Extended-Duration Bond		GS2			1,000.00			1,022.51		0.52				2.65
		GS4			1,000.00			1,021.37		0.75				3.81
Inflation Protected Fund		GS4			1,000.00			1,021.90		0.64				3.27

10

HYPOTHETICAL (assuming a 5% return before expenses)
Fund	Class		Beginning Account  Value 07/01/12			Ending Account Value 12/31/12			Annualized Expense Ratio (1)			Expenses Paid During Period (2)
Global Bond		GS4		$	1,000.00		$	1,021.09		0.81	%		$	4.09
Defensive Market Strategies (3)		GS2			1,000.00			1,019.90		1.04				5.29
		GS4			1,000.00			1,018.59		1.30				6.61
Equity Index		GS2			1,000.00			1,023.98		0.23				1.17
		GS4			1,000.00			1,023.23		0.38				1.93
Real Estate Securities Fund		GS4			1,000.00			1,019.87		1.05				5.31
Value Equity		GS2			1,000.00			1,021.78		0.67				3.39
		GS4			1,000.00			1,020.57		0.91				4.62
Growth Equity		GS2			1,000.00			1,020.82		0.86				4.37
		GS4			1,000.00			1,019.84		1.05				5.35
Small Cap Equity		GS2			1,000.00			1,020.13		1.00				5.06
		GS4			1,000.00			1,019.14		1.19				6.06
International Equity (3)		GS2			1,000.00			1,019.47		1.13				5.72
		GS4			1,000.00			1,018.27		1.37				6.93

(1) Expenses include the effect of contractual waivers by GuideStone Capital Management. The Date Target Funds’ and Asset Allocation Funds’ proportionate share of the operating expenses of the Select Funds is not reflected in the tables above.

(2) Expenses are equal to the Fund’s annualized expense ratios for the period July 1, 2012 through December 31, 2012, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

(3) The expense ratios for the Defensive Market Strategies Fund and the International Equity Fund include the impact of dividend and interest expense on securities sold short.

11

ABBREVIATIONS AND FOOTNOTES

INVESTMENT ABBREVIATIONS:

ADR	—	American Depository Receipt
AGM	—	Assured Guaranty Municipal Corporation
CONV	—	Convertible
ETF	—	Exchange Traded Fund
GDR	—	Global Depository Receipt
IO	—	Interest Only (Principal amount shown is notional)
LLC	—	Limited Liability Company
LOC	—	Letter of Credit
LP	—	Limited Partnership
NVDR	—	Non-Voting Depository Receipt
PIK	—	Payment-in-Kind Bonds
PIPE	—	Private Investment in Public Equity
PLC	—	Public Limited Company
PO	—	Principal Only
REIT	—	Real Estate Investment Trust
SPDR	—	Standard & Poor’s Depositary Receipt
STEP	—	Stepped Coupon Bonds: Interest rates shown reflect the rates currently in effect.
STRIP	—	Stripped Security
TBA	—	To be announced
VVPR	—	Voter Verified Paper Record
144A	—	Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. As of December 31, 2012, the total market values and percentages of net assets for 144A securities by fund were as follows:

Fund	Value of 144A Securities			Percentage of Net Assets
Low-Duration Bond		$	176,551,808		21.70	%
Medium-Duration Bond			114,004,879		13.07
Extended-Duration Bond			48,693,205		10.34
Global Bond			26,948,483		11.57
Defensive Market Strategies			16,622,848		4.16
Small Cap Equity			3,659,353		0.82
International Equity			920,460		0.06

INVESTMENT FOOTNOTES:

‡‡	—	All or a portion of the security was held as collateral for open futures, options, securities sold short and/or swap contracts.
@	—	Illiquid.
*	—	Non-income producing security.
#	—	Security in default.
§	—	Security purchased with the cash proceeds from securities loaned.
†	—	Variable rate security. Interest rates shown reflect the rates currently in effect. Maturity date for money market instruments is the date of the next interest rate reset.
W	—	Interest rates shown reflect the effective yields as of December 31, 2012.
¥	—	Affiliated fund.
D	—	Security either partially or fully on loan.
+	—	Security is valued at fair value. As of December 31, 2012, the total market values and percentages of net assets for Fair Valued securities by fund were as follows:

Fund	Value of Fair Valued Securities			Percentage of Net Assets
Low-Duration Bond		$	—		—	%
Medium-Duration Bond			14		—
Global Bond			186,221		0.08
Equity Index			—		—
Small Cap Equity			561,127		0.13
International Equity			—		—

12

ABBREVIATIONS AND FOOTNOTES

FOREIGN BOND FOOTNOTES:

(A)	—	Par is denominated in Australian Dollars (AUD).
(B)	—	Par is denominated in Brazilian Real (BRL).
(C)	—	Par is denominated in Canadian Dollars (CAD).
(E)	—	Par is denominated in Euro (EUR).
(G)	—	Par is denominated in Singapore Dollars (SGD).
(J)	—	Par is denominated in Japanese Yen (JPY).
(K)	—	Par is denominated in Norwegian Krone (NOK).
(M)	—	Par is denominated in Mexican Pesos (MXN).
(N)	—	Par is denominated in Indonesian Rupiahs (IDR).
(O)	—	Par is denominated in Switzerland Francs (CHF).
(P)	—	Par is denominated in Peruvian Nuevos Soles (PEN).
(R)	—	Par is denominated in Malaysian Ringgits (MYR).
(S)	—	Par is denominated in South African Rand (ZAR).
(U)	—	Par is denominated in British Pounds (GBP).
(W)	—	Par is denominated in South KoreanWon (KRW).
(Z)	—	Par is denominated in New Zealand Dollars (NZD).

COUNTERPARTY ABBREVIATIONS:

BAR	—	Counterparty to contract is Barclays Capital.
BNP	—	Counterparty to contract is BNP Paribas.
BOA	—	Counterparty to contract is Bank of America.
CITI	—	Counterparty to contract is Citibank NA London.
CITIC	—	Counterparty to contract is Citicorp.
CITIG	—	Counterparty to contract is Citigroup Global Markets, Inc.
CME	—	Counterparty to contract is Chicago Mercantile Exchange.
CS	—	Counterparty to contract is Credit Suisse International.
DEUT	—	Counterparty to contract is Deutsche Bank AG.
GSC	—	Counterparty to contract is Goldman Sachs Capital Markets, LP.
HKSB	—	Counterparty to contract is Hong Kong & Shanghai Bank.
HSBC	—	Counterparty to contract is HSBC Securities.
JPM	—	Counterparty to contract is JPMorgan Chase Bank.
KS	—	Counterparty to contract is Knight Securities.
MLCS	—	Counterparty to contract is Merrill Lynch Capital Services, Inc.
MSCS	—	Counterparty to contract is Morgan Stanley Capital Services.
NT	—	Counterparty to contract is Northern Trust Corporation.
RBC	—	Counterparty to contract is Royal Bank of Canada.
RBS	—	Counterparty to contract is Royal Bank of Scotland.
SG	—	Counterparty to contract is Societe Generale.
SS	—	Counterparty to contract is State Street Global Markets.
UBS	—	Counterparty to contract is UBS AG.
WEST	—	Counterparty to contract is Westpac Pollock.

13

MyDestination 2005 Fund

The Fund, through investments in the underlying Select Funds, combined a greater percentage of exposure to fixed income securities with a smaller percentage to equity securities. The Fund followed an allocation glide path designed to become more conservative over time, and the December 2012 targeted allocations were approximately 46.50% Fixed Income Select Funds, 28.36% U.S. Equity Select Funds, 8.14% Non-U.S. Equity Select Fund and 17.00% Real Return Select Funds.

As a fund of funds, its performance was based on the performance of the underlying Select Funds. The Fund generated a positive return of 8.92% for the one-year period ending December 31, 2012, which benefited from positive absolute performance from all of the Fixed Income Select Funds, Equity Select Funds and Real Return Select Funds. Overall exposure to the Equity Select Funds was a primary contributor to the Fund’s performance, led by positive investment results of the International Equity Fund. The Value Equity Fund and Growth Equity Fund also made significant contributions. Within the Fund’s fixed income allocation, absolute return was most positively influenced by its exposure to both the Low-Duration Bond Fund and the Medium-Duration Bond Fund, returning 4.15% and 7.68%, respectively, for 2012.

U.S. equity exposure continued to contribute positively to the performance of the Fund. The year began with a very impressive start with the S&P 500^® Index’s surging over 12.00% during the first quarter. As the year progressed, equities withstood a series of political and macroeconomic concerns to finish the year with a gain of 16.00%. Serving as a driving force for the market rally was the continued support by the Federal Reserve to keep interest rates low and to encourage economic demand. Following this progression, U.S. consumer confidence and housing improved, China’s economy bounced back and accommodating monetary policies were announced in Europe. Consequently, the riskier segments within stocks and bonds benefited the most from this overall market optimism.

Consistent with the Fund’s conservative asset allocation, the Real Estate Securities Fund and Small Cap Equity Fund were the weakest absolute contributors. However, the Fund’s total equity exposure provided the majority of absolute return for the one-year period ending December 31, 2012. Further, the performance dispersion between U.S. equity and non-U.S. equity markets was not largely significant. Within U.S. equity markets, however, value-oriented equities provided a marginal benefit over growth-oriented equities for the year as measured by the Russell 1000^® Value Index and Russell 1000^® Growth Index. Both segments provided a material benefit to absolute performance.

In addition to the Federal Reserve’s low interest rate policy, the bond market also benefited from an environment of low inflationary pressures and sluggish economic growth. All major bond market sectors posted positive returns for the year, led by emerging markets debt which generated an annual return of 18.04%. As a further indication of risk sentiment, broad market performance, measured by the Barclays Capital U.S. Aggregate Bond Index, gained 4.22% for the year, while the riskier Barclays Capital U.S. Corporate High Yield - 2% Issuer Capped Index posted a gain of 15.77% for 2012. Both the Low-Duration Bond Fund and Medium-Duration Bond Fund equally provided beneficial contributions to the Fund.

The Fund outperformed its composite benchmark in 2012 (8.92% versus 8.47%), with its exposure to the Fixed Income Select Funds entirely accounting for the positive relative performance. The largest detractors to relative performance were the Inflation Protected Bond Fund, Defensive Market Strategies Fund and Small Cap Equity Fund. The Fund’s relative performance was most positively impacted by exposure to the Low-Duration Bond Fund, which benefited from tactically utilizing spread sectors that trade at a yield premium relative to their U.S. Treasury counterparts and maintaining diversified exposure to multiple spread sectors.

The Fund attempted to achieve its objective by investing in the Select Funds. The Fund is managed to a retirement date (“target date”) by adjusting the percentage of fixed income securities and equity securities to become more conservative each year until reaching the retirement year and then approximately 15 years thereafter. The target date in the name of the Fund is the approximate date when an investor plans to start withdrawing money. This Fund may be suitable for investors who want a simplified “one fund” retirement solution, are willing to pay slightly higher fees to get a diversified mix of investments that becomes more conservative over time and retired at an age that was near the year 2005. The Fund’s value will fluctuate due to changes in interest rates. There is a risk that the issuer of a fixed-income investment may fail to pay interest or even principal due in a timely manner or at all. The Fund’s value will fluctuate due to business developments concerning a particular issuer, industry or country, as well as general market and economic conditions. The Fund is subject to risks presented by investments in foreign issuers and changes in currency exchange rates relative to the U.S. dollar may negatively affect the values of foreign investments held by the Select Funds. By investing in this Fund, you will incur the expenses of the Fund, in addition to those of the underlying Select Funds. The principal risks of the Fund will change depending on the asset mix of the Select Funds in which it invests. You may directly invest in the Select Funds. The Fund’s value will go up and down in response to changes in the share prices of the investments that it owns. The amount invested in the Fund is not guaranteed to increase, is not guaranteed against loss nor is the amount of the original investment guaranteed at the target date. It is possible to lose money by investing in the Fund.

Please see page 16 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

14

MyDestination 2005 Fund

Average Annual Total Returns as of 12/31/12
	GS4 Class*	Benchmark**
One Year	8.92%	8.47%
Five Year	3.04%	3.34%
Since Inception	3.59%	3.91%
Inception Date	12/29/06
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	1.15%

⁽¹⁾The Fund’s shareholders indirectly bear the expenses of the GS4 Class shares of the Select Funds in which the Fund invests. Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph illustrates the results of a hypothetical $10,000 investment in the GS4 Class of the Fund since December 29, 2006 (commencement of operations), with all dividends and capital gains reinvested, with the Fund’s composite benchmark index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**Represents a composite index as of December 2012, consisting of 30.00% of the Bank of America Merrill Lynch 1-3 Year Treasury Index, 16.50% of the Barclays Capital U.S. Aggregate Bond Index, 15.00% of the Barclays Capital U.S. TIPS Index,

13.25% of the S&P 500^® Index, 2.00% of the Dow Jones U.S. Select Real Estate Securities Index^SM, 6.75% of the Russell 1000^® Value Index, 6.75% of the Russell 1000^® Growth Index, 1.61% of the Russell 2000^® Index and 8.14% of the MSCI ACWI (All Country World Index) Ex-U.S. Index.

The construction of the composite index corresponds to the target percentage allocations to the underlying asset classes as represented by the Fund’s investment in the Select Funds. As the target percentage allocations to the underlying investments change according to the MyDestination Funds^® glide path, the target percentage allocations to the composite index also change.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

15

MYDESTINATION 2005 FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Shares		Value
MUTUAL FUNDS — 99.7%
GuideStone Money Market Fund (GS4 Class)¥		1,736,846		$	1,736,846
GuideStone Low-Duration Bond Fund (GS4 Class)¥		1,714,401			23,178,698
GuideStone Medium-Duration Bond Fund (GS4 Class)¥		882,657			12,957,406
GuideStone Inflation Protected Bond Fund (GS4 Class)¥		1,035,073			11,644,573
GuideStone Defensive Market Strategies Fund (GS4 Class)¥		977,893			10,365,666
GuideStone Real Estate Securities Fund (GS4 Class)¥		160,071			1,696,755
GuideStone Value Equity Fund (GS4 Class)¥		332,505			5,379,933
GuideStone Growth Equity Fund (GS4 Class)¥		262,632			5,320,915
GuideStone Small Cap Equity Fund (GS4 Class)¥		84,628			1,348,977
GuideStone International Equity Fund (GS4 Class)¥		511,531			6,685,711
Total Mutual Funds (Cost $74,563,460)					80,315,480
TOTAL INVESTMENTS — 99.7% (Cost $74,563,460)					80,315,480
Other Assets in Excess of Liabilities — 0.3%					266,744
NET ASSETS — 100.0%				$	80,582,224

PORTFOLIO SUMMARY (based on net assets)

	%
Bond Funds		59.3
Domestic Equity Funds		29.9
International Equity Fund		8.3
Money Market Fund		2.2
Futures Contracts		2.1
		101.8

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value			Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Mutual Funds		$	80,315,480		$	80,315,480		$	—		$	—
Total Assets - Investments in Securities		$	80,315,480		$	80,315,480		$	—		$	—
Other Financial Instruments***
Futures Contracts		$	6,912		$	6,912		$	—		$	—
Total Assets - Other Financial Instruments		$	6,912		$	6,912		$	—		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

16 See Notes to Financial Statements.

MyDestination 2015 Fund

The Fund, through investments in the underlying Select Funds, combined a greater percentage of exposure to equity securities with a smaller percentage to fixed income securities. The Fund followed an allocation glide path designed to become more conservative over time, and the December 2012 targeted allocations were approximately 29.25% Fixed income Select Funds, 41.12% U.S. Equity Select Funds, 11.38% Non-U.S. Equity Select Fund and 18.25% Real Return Select Funds.

As a fund of funds, its performance was based on the performance of the underlying Select Funds. The Fund generated a positive return of 11.46% for the one-year period ended December 31, 2012, which benefited from positive absolute performance from all of the Fixed Income Select Funds, Equity Select Funds, and Real Return Select Funds. Overall exposure to the Equity Select Funds was a primary contributor to the Fund’s performance led by positive investment results of the International Equity Fund. The Value Equity Fund and Growth Equity Fund also made significant contributions. Within the Fund’s fixed income allocation, absolute return was most positively influenced by its exposure to both the Extended-Duration Bond Fund and the Global Bond Fund, returning 15.06% and 12.52%, respectively, for 2012.

U.S. equity exposure continued to contribute positively to the performance of the Fund. The year began with a very impressive start with the S&P 500^® Index’s surging over 12.00% during the first quarter. As the year progressed, equities withstood a series of political and macroeconomic concerns to finish the year with a gain of 16.00%. Serving as a driving force for the market rally was continued support by the Federal Reserve to keep interest rates low and to encourage economic demand. Following this progression, U.S. consumer confidence and housing improved, China’s economy bounced back and accommodating monetary policies were announced in Europe. Consequently, the riskier segments within stocks and bonds benefited the most from this overall market optimism.

Consistent with the Fund’s asset allocation, the Real Estate Securities Fund and Small Cap Equity Fund were the weakest absolute contributors. However, the Fund’s total equity exposure provided the majority of absolute return for the one-year period ending December 31, 2012. Further, the performance dispersion between U.S. equity and non-U.S. equity markets was not largely significant. Within U.S. equity markets, however, value-oriented equities provided a marginal benefit over growth-oriented equities for the year as measured by the Russell 1000^® Value Index and Russell 1000^® Growth Index. Both segments provided a material benefit to absolute performance.

In addition to the Federal Reserve’s low interest rate policy, the bond market also benefited from an environment of low inflationary pressures and sluggish economic growth. All major bond market sectors posted positive returns for the year, led by emerging markets debt which generated an annual return of 18.04%. As a further indication of risk sentiment, broad market performance, measured by the Barclays Capital U.S. Aggregate Bond Index, gained 4.22% for the year, while the riskier Barclays Capital U.S. Corporate High Yield – 2% Issuer Capped Index posted a gain of 15.77% for 2012. Both the Medium-Duration Bond Fund and Inflation Protected Bond Fund materially provided beneficial contributions to the Fund.

The Fund underperformed its composite benchmark in 2012 (11.46% versus 11.95%), with its exposure to the Equity Income Select Funds entirely attributable to underperformance. The largest detractors to relative performance were the Inflation Protected Bond Fund, Defensive Market Strategies Fund and Small Cap Equity Fund. The Fund’s relative performance was most positively impacted by exposure to the Medium-Duration Bond Fund, which benefited from exposure to and security selection in non-U.S. Treasury sectors. Generally, the Fund was underweight U.S. Treasuries in favor of spread sectors, which outperformed U.S. Treasuries for the year.

The Fund attempted to achieve its objective by investing in the Select Funds. The Fund is managed to a retirement date (“target date”) by adjusting the percentage of fixed income securities and equity securities to become more conservative each year until reaching the retirement year and then approximately 15 years thereafter. The target date in the name of the Fund is the approximate date when an investor plans to start withdrawing money. This Fund may be suitable for investors who want a simplified “one fund” retirement solution, are willing to pay slightly higher fees to get a diversified mix of investments that becomes more conservative over time and plan to retire at an age that is near the year 2015. The Fund’s value will fluctuate due to changes in interest rates. There is a risk that the issuer of a fixed-income investment may fail to pay interest or even principal due in a timely manner or at all. The Fund’s value will fluctuate due to business developments concerning a particular issuer, industry or country, as well as general market and economic conditions. The Fund is subject to risks presented by investments in foreign issuers, and changes in currency exchange rates relative to the U.S. dollar may negatively affect the values of foreign investments held by the Select Funds. By investing in this Fund, you will incur the expenses of the Fund, in addition to those of the underlying Select Funds. The principal risks of the Fund will change depending on the asset mix of the Select Funds in which it invests. You may directly invest in the Select Funds. The Fund’s value will go up and down in response to changes in the share prices of the investments that it owns. The amount invested in the Fund is not guaranteed to increase, is not guaranteed against loss nor is the amount of the original investment guaranteed at the target date. It is possible to lose money by investing in the Fund.

Please see page 19 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

17

MyDestination 2015 Fund

Average Annual Total Returns as of 12/31/12
	GS4 Class*	Benchmark**
One Year	11.46%	11.95%
Five Year	2.84%	3.56%
Since Inception	3.38%	4.00%
Inception Date	12/29/06
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	1.09%

⁽¹⁾The Fund’s shareholders indirectly bear the expenses of the GS4 Class shares of the Select Funds in which the Fund invests. Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph illustrates the results of a hypothetical $10,000 investment in the GS4 Class of the Fund since December 29, 2006 (commencement of operations), with all dividends and capital gains reinvested, with the Fund’s composite benchmark index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**Represents a composite index as of December 2012, consisting of 9.25% of the Bank of America Merrill Lynch 1-3 Year Treasury Index, 12.50% of the Barclays Capital U.S. Aggregate Bond Index, 1.75% of the Barclays Capital U.S. Long-Term Government Bond Index, 1.75% of the Barclays Capital U.S. Long-Term Credit Bond Index, 13.00% of the Barclays Capital U.S. TIPS Index, 2.00% of the Barclays Capital Global Aggregate Bond Index — Unhedged, 1.00% of the Barclays U.S. Corporate High Yield — 2% Issuer Capped Index, 1.00% of the J.P. Morgan Emerging Markets Bond Index Plus, 20.00% of the S&P 500^® Index, 5.25% of the Dow Jones U.S. Select Real Estate Securities Index^SM, 9.35% of the Russell 1000^® Value Index, 9.35% of the Russell 1000^® Growth Index, 2.42% of the Russell 2000^® Index and 11.38% of the MSCI ACWI (All Country World Index) Ex-U.S. Index.

The construction of the composite index corresponds to the target percentage allocations to the underlying asset classes as represented by the Fund’s investment in the Select Funds. As the target percentage allocations to the underlying investments change according to the MyDestination Funds^® glide path, the target percentage allocations to the composite index also change.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

18

MYDESTINATION 2015 FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Shares		Value
MUTUAL FUNDS — 100.0%
GuideStone Money Market Fund (GS4 Class)¥		4,696,654		$	4,696,654
GuideStone Low-Duration Bond Fund (GS4 Class)¥		2,315,613			31,307,086
GuideStone Medium-Duration Bond Fund (GS4 Class)¥		2,909,411			42,710,156
GuideStone Extended-Duration Bond Fund (GS4 Class)¥		692,771			12,871,681
GuideStone Inflation Protected Bond Fund (GS4 Class)¥		3,881,793			43,670,168
GuideStone Global Bond Fund (GS4 Class)¥		1,361,263			14,129,910
GuideStone Defensive Market Strategies Fund (GS4 Class)¥		6,403,982			67,882,208
GuideStone Real Estate Securities Fund (GS4 Class)¥		1,789,219			18,965,722
GuideStone Value Equity Fund (GS4 Class)¥		2,053,269			33,221,896
GuideStone Growth Equity Fund (GS4 Class)¥		1,581,922			32,049,744
GuideStone Small Cap Equity Fund (GS4 Class)¥		553,892			8,829,041
GuideStone International Equity Fund (GS4 Class)¥		3,219,183			42,074,716
Total Mutual Funds (Cost $314,050,297)					352,408,982
TOTAL INVESTMENTS — 100.0% (Cost $314,050,297)					352,408,982
Other Assets in Excess of Liabilities — 0.0%					167,396
NET ASSETS — 100.0%				$	352,576,378

PORTFOLIO SUMMARY (based on net assets)

	%
Domestic Equity Funds		45.6
Bond Funds		41.0
International Equity Fund		12.0
Money Market Fund		1.4
Futures Contracts		1.3
		101.3

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value			Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Mutual Funds		$	352,408,982		$	352,408,982		$	—		$	—
Total Assets - Investments in Securities		$	352,408,982		$	352,408,982		$	—		$	—
Other Financial Instruments***
Futures Contracts		$	16,379		$	16,379		$	—		$	—
Total Assets - Other Financial Instruments		$	16,379		$	16,379		$	—		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

See Notes to Financial Statements. 19

MyDestination 2025 Fund

The Fund, through investments in the underlying Select Funds, combined a greater percentage of exposure to equity securities with a much smaller percentage to fixed income securities. The Fund followed an allocation glide path designed to become more conservative over time, and the December 2012 targeted allocations were approximately 24.00% Fixed Income Select Funds, 49.35% U.S. Equity Select Funds, 17.15% Non-U.S. Equity Select Fund and 9.50% Real Return Select Funds.

As a fund of funds, its performance was based on the performance of the underlying Select Funds. The Fund generated a positive return of 13.90% for the one-year period ended December 31, 2012, which benefited from positive absolute performance from all of the Fixed Income Select Funds, Equity Select Funds and Real Return Select Funds. Overall exposure to the Equity Select Funds was a primary contributor to the Fund’s performance led by positive investment results of the International Equity Fund. The Value Equity Fund and Growth Equity Fund also made significant contributions. Within the Fund’s fixed income allocation, absolute return was most positively influenced by its exposure to both the Extended-Duration Bond Fund and the Global Bond Fund, returning 15.06% and 12.52%, respectively, for 2012.

U.S. equity exposure continued to contribute positively to the performance of the Fund. The year began with a very impressive start with the S&P 500^® Index’s surging over 12.00% during the first quarter. As the year progressed, equities withstood a series of political and macroeconomic concerns to finish the year with a gain of 16.00%. Serving as a driving force for the market rally was the continued support by the Federal Reserve to keep interest rates low and to encourage economic demand. Following this progression, U.S. consumer confidence and housing improved, China’s economy bounced back and accommodating monetary policies were announced in Europe. Consequently, the riskier segments within stocks and bonds benefited the most from this overall market optimism.

Consistent with the Fund’s asset allocation, the Low-Duration Bond Fund and Inflation Protected Bond Fund were the weakest absolute contributors. However, the Fund’s total equity exposure provided the majority of absolute return for the one-year period ending December 31, 2012. Further, the performance dispersion between U.S. equity and non-U.S. equity markets was not largely significant. Within U.S. equity markets, however, value-oriented equities provided a marginal benefit over growth-oriented equities for the year as measured by the Russell 1000^® Value Index and Russell 1000^® Growth Index. Both segments provided a material benefit to absolute performance.

In addition to the Federal Reserve’s low interest rate policy, the bond market also benefited from an environment of low inflationary pressures and sluggish economic growth. All major bond market sectors posted positive returns for the year, led by emerging markets debt which generated an annual return of 18.04%. As a further indication of risk sentiment, broad market performance, measured by the Barclays Capital U.S. Aggregate Bond Index, gained 4.22% for the year, while the riskier Barclays Capital U.S. Corporate High Yield - 2% Issuer Capped Index posted a gain of 15.77% for 2012. The Fund’s allocation to fixed income holdings contributed meaningfully to absolute performance. Both the Extended-Duration Bond Fund and Global Bond Fund materially provided beneficial contributions to the Fund.

The Fund underperformed its composite benchmark in 2012 (13.90% versus 14.11%), with its exposure to the Equity Income Select Funds entirely attributable to underperformance. The largest detractors to relative performance were the Inflation Protected Bond Fund, Defensive Market Strategies Fund and Small Cap Equity Fund. The Fund’s relative performance was most positively impacted by exposure to the Extended-Duration Bond Fund, which benefited from significant underweight to the U.S. Treasury sector. Further, the Fund favored higher yielding corporate bonds, non-U.S. bonds and high yield bonds.

The Fund attempted to achieve its objective by investing in the Select Funds. The Fund is managed to a retirement date (“target date”) by adjusting the percentage of fixed income securities and equity securities to become more conservative each year until reaching the retirement year and then approximately 15 years thereafter. The target date in the name of the Fund is the approximate date when an investor plans to start withdrawing money. This Fund may be suitable for investors who want a simplified “one fund” retirement solution, are willing to pay slightly higher fees to get a diversified mix of investments that becomes more conservative over time and plan to retire at an age that is near the year 2025. The Fund’s value will fluctuate due to changes in interest rates. There is a risk that the issuer of a fixed-income investment may fail to pay interest or even principal due in a timely manner or at all. The Fund’s value will fluctuate due to business developments concerning a particular issuer, industry or country, as well as general market and economic conditions. The Fund is subject to risks presented by investments in foreign issuers and changes in currency exchange rates relative to the U.S. dollar may negatively affect the values of foreign investments held by the Select Funds. By investing in this Fund, you will incur the expenses of the Fund, in addition to those of the underlying Select Funds. The principal risks of the Fund will change depending on the asset mix of the Select Funds in which it invests. You may directly invest in the Select Funds. The Fund’s value will go up and down in response to changes in the share prices of the investments that it owns. The amount invested in the Fund is not guaranteed to increase, is not guaranteed against loss nor is the amount of the original investment guaranteed at the target date. It is possible to lose money by investing in the Fund.

Please see page 22 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

20

MyDestination 2025 Fund

Average Annual Total Returns as of 12/31/12
	GS4 Class*	Benchmark**
One Year	13.90%	14.11%
Five Year	2.13%	2.90%
Since Inception	2.65%	3.42%
Inception Date	12/29/06
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	1.16%

⁽¹⁾The Fund’s shareholders indirectly bear the expenses of the GS4 Class shares of the Select Funds in which the Fund invests. Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph illustrates the results of a hypothetical $10,000 investment in the GS4 Class of the Fund since December 29, 2006 (commencement of operations), with all dividends and capital gains reinvested, with the Fund’s composite benchmark index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**Represents a composite benchmark index as of December 2012, consisting of 2.50% of the Bank of America Merrill Lynch 1-3 Year Treasury Index, 8.75% of the Barclays Capital U.S. Aggregate Bond Index, 3.13% of the Barclays Capital U.S. Long-Term Government Bond Index, 3.13% of the Barclays Capital U.S. Long-Term Credit Bond Index, 3.00% of the Barclays Capital U.S. TIPS Index, 3.25% of the Barclays Capital Global Aggregate Bond Index — Unhedged, 1.62% of the Barclays U.S. Corporate High Yield — 2% Issuer Capped Index, 1.62% of the J.P. Morgan Emerging Markets Bond Index Plus, 17.50% of the S&P 500^® Index, 6.50% of the Dow Jones U.S. Select Real Estate Securities Index^SM, 13.88% of the Russell 1000^® Value Index, 13.88% of the Russell 1000^® Growth Index, 4.09% of the Russell 2000^® Index and 17.15% of the MSCI ACWI (All Country World Index) Ex-U.S. Index.

The construction of the composite index corresponds to the target percentage allocations to the underlying asset classes as represented by the Fund’s investment in the Select Funds. As the target percentage allocations to the underlying investments change according to the MyDestination Funds^® glide path, the target percentage allocations to the composite index also change.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

21

MYDESTINATION 2025 FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Shares		Value
MUTUAL FUNDS — 99.9%
GuideStone Money Market Fund (GS4 Class)¥		5,298,470		$	5,298,470
GuideStone Low-Duration Bond Fund (GS4 Class)¥		657,881			8,894,556
GuideStone Medium-Duration Bond Fund (GS4 Class)¥		2,180,338			32,007,365
GuideStone Extended-Duration Bond Fund (GS4 Class)¥		1,246,552			23,160,943
GuideStone Inflation Protected Bond Fund (GS4 Class)¥		949,680			10,683,899
GuideStone Global Bond Fund (GS4 Class)¥		2,306,849			23,945,093
GuideStone Defensive Market Strategies Fund (GS4 Class)¥		5,838,824			61,891,535
GuideStone Real Estate Securities Fund (GS4 Class)¥		2,278,656			24,153,755
GuideStone Value Equity Fund (GS4 Class)¥		3,193,642			51,673,128
GuideStone Growth Equity Fund (GS4 Class)¥		2,544,234			51,546,186
GuideStone Small Cap Equity Fund (GS4 Class)¥		981,803			15,649,935
GuideStone International Equity Fund (GS4 Class)¥		5,058,425			66,113,612
Total Mutual Funds (Cost $338,454,376)					375,018,477
TOTAL INVESTMENTS — 99.9% (Cost $338,454,376)					375,018,477
Other Assets in Excess of Liabilities — 0.1%					219,450
NET ASSETS — 100.0%				$	375,237,927

PORTFOLIO SUMMARY (based on net assets)

	%
Domestic Equity Funds		54.6
Bond Funds		26.3
International Equity Fund		17.6
Futures Contracts		1.5
Money Market Fund		1.4
		101.4

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value			Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Mutual Funds		$	375,018,477		$	375,018,477		$	—		$	—
Total Assets - Investments in Securities		$	375,018,477		$	375,018,477		$	—		$	—
Other Financial Instruments***
Futures Contracts		$	27,352		$	27,352		$	—		$	—
Total Assets - Other Financial Instruments		$	27,352		$	27,352		$	—		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

22 See Notes to Financial Statements.

MyDestination 2035 Fund

The Fund, through investments in the underlying Select Funds, combines a high percentage of exposure to equity securities with only a modest percentage to fixed income securities. The Fund followed an allocation glide path designed to become more conservative over time, and the December 2012 targeted allocations were approximately 12.50% Fixed Income Select Funds, 52.32% U.S. Equity Select Funds, 28.18% Non-U.S. Equity Select Fund and 7.00% Real Return Select Fund.

Equity exposure represented approximately 81% of the Fund and, therefore, contributed most of the Fund’s return. As a fund of funds, its performance was based on the performance of the underlying Select Funds. The Fund generated a positive return of 16.30% for the one-year period ended December 31, 2012, which benefited from positive absolute performance from all of the Fixed Income Select Funds, Equity Select Funds and Real Return Select Funds. Overall exposure to the Equity Select Funds was a primary contributor to the Fund’s performance led by positive investment results of the International Equity Fund. The Value Equity Fund and Growth Equity Fund also made significant contributions. Within the Fund’s fixed income allocation, absolute return was most positively influenced by its exposure to both the Extended-Duration Bond Fund and the Global Bond Fund, returning 15.06% and 12.52%, respectively, for 2012.

U.S. equity exposure continued to contribute positively to the performance of the Fund. The year began with a very impressive start with the S&P 500^® Index’s surging over 12.00% during the first quarter. As the year progressed, equities withstood a series of political and macroeconomic concerns to finish 2012 with a gain of 16.00%. Serving as a driving force for the market rally was continued support by the Federal Reserve to keep interest rates low and to encourage economic demand. Following this progression, U.S. consumer confidence and housing improved, China’s economy bounced back and accommodating monetary policies were announced in Europe. Consequently, the riskier segments within stocks and bonds benefited the most from this overall market optimism.

Consistent with the Fund’s asset allocation, the Medium-Duration Bond Fund and Extended-Duration Bond Fund were the weakest absolute contributors. However, the Fund’s total equity exposure provided the majority of absolute return for the one-year period ending December 31, 2012. Further, the performance dispersion between U.S. equity and non-U.S. equity markets was not largely significant. Within U.S. equity markets, however, value-oriented equities provided a marginal benefit over growth-oriented equities for the year as measured by the Russell 1000^® Value Index and Russell 1000^® Growth Index. Both segments provided a material benefit to absolute performance.

In addition to the Federal Reserve’s low interest rate policy, the bond market also benefited from an environment of low inflationary pressures and sluggish economic growth. All major bond market sectors posted positive returns for the year, led by emerging markets debt which generated an annual return of 18.04%. As a further indication of risk sentiment, broad market performance, measured by the Barclays Capital U.S. Aggregate Bond Index, gained 4.22% for the year, while the riskier Barclays Capital U.S. Corporate High Yield - 2% Issuer Capped Index posted a gain of 15.77% for 2012. The Fund’s allocation to fixed income holdings contributed meaningfully to absolute performance. Both the Extended-Duration Bond Fund and Global Bond Fund materially provided beneficial contributions to the Fund.

The Fund outperformed its composite benchmark in 2012 (16.30% versus 15.86%), with exposure to both the Fixed Income Select Funds and Equity Select Funds contributing to relative performance. The largest detractors to relative performance were the Value Equity Fund and Small Cap Equity Fund. The Fund’s relative performance was most positively impacted by exposure to the Growth Equity Fund.

The Fund attempted to achieve its objective by investing in the Select Funds. The Fund is managed to a retirement date (“target date”) by adjusting the percentage of fixed income securities and equity securities to become more conservative each year until reaching the retirement year and then approximately 15 years thereafter. The target date in the name of the Fund is the approximate date when an investor plans to start withdrawing money. This Fund may be suitable for investors who want a simplified “one fund” retirement solution, are willing to pay slightly higher fees to get a diversified mix of investments that becomes more conservative over time and plan to retire at an age that is near the year 2035. The Fund’s value will fluctuate due to changes in interest rates. There is a risk that the issuer of a fixed-income investment may fail to pay interest or even principal due in a timely manner or at all. The Fund’s value will fluctuate due to business developments concerning a particular issuer, industry or country, as well as general market and economic conditions. The Fund is subject to risks presented by investments in foreign issuers, and changes in currency exchange rates relative to the U.S. dollar may negatively affect the values of foreign investments held by the Select Funds. By investing in this Fund, you will incur the expenses of the Fund, in addition to those of the underlying Select Funds. The principal risks of the Fund will change depending on the asset mix of the Select Funds in which it invests. You may directly invest in the Select Funds. The Fund’s value will go up and down in response to changes in the share prices of the investments that it owns. The amount invested in the Fund is not guaranteed to increase, is not guaranteed against loss nor is the amount of the original investment guaranteed at the target date. It is possible to lose money by investing in the Fund.

Please see page 25 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

23

MyDestination 2035 Fund

Average Annual Total Returns as of 12/31/12
	GS4 Class*	Benchmark**
One Year	16.30%	15.86%
Five Year	0.95%	1.67%
Since Inception	1.64%	2.37%
Inception Date	12/29/06
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	1.24%

⁽¹⁾The Fund’s shareholders indirectly bear the expenses of the GS4 Class shares of the Select Funds in which the Fund invests. Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph illustrates the results of a hypothetical $10,000 investment in the GS4 Class of the Fund since December 29, 2006 (commencement of operations), with all dividends and capital gains reinvested, with the Fund’s composite benchmark index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**Represents a composite benchmark index as of December 2012, consisting of 2.75% of the Barclays Capital U.S. Aggregate Bond Index, 1.38% of the Barclays Capital U.S. Long-Term Government Bond Index, 1.37% of the Barclays Capital U.S. Long-Term Credit Bond Index, 3.50% of the Barclays Capital Global Aggregate Bond Index — Unhedged, 1.75% of the Barclays U.S. Corporate High Yield — 2% Issuer Capped Index, 1.75% of the J.P. Morgan Emerging Markets Bond Index Plus, 7.00% of the Dow Jones U.S. Select Real Estate Securities Index^SM, 22.34% of the Russell 1000^® Value Index, 22.34% of the Russell 1000^® Growth Index, 7.64% of the Russell 2000^® Index and 28.18% of the MSCI ACWI (All Country World Index) Ex-U.S. Index.

The construction of the composite index corresponds to the target percentage allocations to the underlying asset classes as represented by the Fund’s investment in the Select Funds. As the target percentage allocations to the underlying investments change according to the MyDestination Funds^® glide path, the target percentage allocations to the composite index also change.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

24

MYDESTINATION 2035 FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Shares		Value
MUTUAL FUNDS — 99.9%
GuideStone Money Market Fund (GS4 Class)¥		3,762,803		$	3,762,803
GuideStone Medium-Duration Bond Fund (GS4 Class)¥		340,529			4,998,964
GuideStone Extended-Duration Bond Fund (GS4 Class)¥		269,766			5,012,252
GuideStone Global Bond Fund (GS4 Class)¥		1,238,608			12,856,753
GuideStone Real Estate Securities Fund (GS4 Class)¥		1,224,991			12,984,905
GuideStone Value Equity Fund (GS4 Class)¥		2,527,131			40,888,978
GuideStone Growth Equity Fund (GS4 Class)¥		2,017,067			40,865,787
GuideStone Small Cap Equity Fund (GS4 Class)¥		887,973			14,154,286
GuideStone International Equity Fund (GS4 Class)¥		4,017,323			52,506,416
Total Mutual Funds (Cost $169,697,031)					188,031,144
TOTAL INVESTMENTS — 99.9% (Cost $169,697,031)					188,031,144
Other Assets in Excess of Liabilities — 0.1%					211,328
NET ASSETS — 100.0%				$	188,242,472

PORTFOLIO SUMMARY (based on net assets)

	%
Domestic Equity Funds		57.8
International Equity Fund		27.9
Bond Funds		12.2
Futures Contracts		2.0
Money Market Fund		2.0
		101.9

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value			Level 1 Quoted  Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Mutual Funds		$	188,031,144		$	188,031,144		$	—		$	—
Total Assets - Investments in Securities		$	188,031,144		$	188,031,144		$	—		$	—
Other Financial Instruments***
Futures Contracts		$	19,438		$	19,438		$	—		$	—
Total Assets - Other Financial Instruments		$	19,438		$	19,438		$	—		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

See Notes to Financial Statements. 25

MyDestination 2045 Fund

The Fund, through investments in the underlying Select Funds, combined a high percentage of exposure to equity securities with only a modest percentage to fixed income securities. The Fund followed an allocation glide path designed to become more conservative over time, and the December 2012 targeted allocations were approximately 6.00% Fixed Income Select Funds, 55.25% U.S. Equity Select Funds, 29.75% Non-U.S. Equity Select Fund and 9.00% Real Return Select Fund.

Equity exposure represented approximately 85% of the Fund and, therefore, contributed most of the Fund’s returns. As a fund of funds, its performance was based on the performance of the underlying Select Funds. The Fund generated a positive return of 16.60% for the one-year period ended December 31, 2012, which benefited from positive absolute performance from all of the Fixed Income Select Funds, Equity Select Funds and Real Return Select Funds. Overall exposure to the Equity Select Funds was a primary contributor to the Fund’s performance led by positive investment results of the International Equity Fund. The Value Equity Fund and Growth Equity Fund also made significant contributions. Within the Fund’s fixed income allocation, absolute return was most positively influenced by its exposure to both the Extended-Duration Bond Fund and the Global Bond Fund, returning 15.06% and 12.52%, respectively, for 2012.

U.S. equity exposure continued to contribute positively to the performance of the Fund. The year began with a very impressive start with the S&P 500^® Index’s surging over 12.00% during the first quarter. As the year progressed, equities withstood a series of political and macroeconomic concerns to finish 2012 with a gain of 16.00%. Serving as a driving force for the market rally was continued support by the Federal Reserve to keep interest rates low and to encourage economic demand. Following this progression, U.S. consumer confidence and housing improved, China’s economy bounced back and accommodating monetary policies were announced in Europe. Consequently, the riskier segments within stocks and bonds benefited the most from this overall market optimism.

Consistent with the Fund’s asset allocation, the Extended-Duration Bond Fund and the Global Bond Fund were the weakest absolute contributors. However, the Fund’s prevailing equity exposure provided the majority of absolute return for the one-year period ending December 31, 2012. Further, the performance dispersion between U.S. equity and non-U.S. equity markets was not largely significant. Within U.S. equity markets, however, value-oriented equities provided a marginal benefit over growth-oriented equities for the year as measured by the Russell 1000^® Value Index and Russell 1000^® Growth Index. Both segments provided a material benefit to absolute performance.

In addition to the Federal Reserve’s low interest rate policy, the bond market also benefited from an environment of low inflationary pressures and sluggish economic growth. All major bond market sectors posted positive returns for the year, led by emerging markets debt which generated an annual return of 18.04%. As a further indication of risk sentiment, broad market performance, measured by the Barclays Capital U.S. Aggregate Bond Index, gained 4.22% for the year, while the riskier Barclays Capital U.S. Corporate High Yield - 2% Issuer Capped Index posted a gain of 15.77% for 2012. The Fund’s allocation to fixed income holdings contributed meaningfully to absolute performance. Both the Extended-Duration Bond Fund and Global Bond Fund materially provided beneficial contributions to the Fund.

The Fund outperformed its composite benchmark in 2012 (16.60% versus 16.39%), with exposure to both the Fixed Income Select Funds and Equity Select Funds contributing to relative performance. The largest detractors to relative performance were the Value Equity Fund and Small Cap Equity Fund. The Fund’s relative performance was most positively impacted by exposure to the Growth Equity Fund.

The Fund attempted to achieve its objective by investing in the Select Funds. The Fund is managed to a retirement date (“target date”) by adjusting the percentage of fixed income securities and equity securities to become more conservative each year until reaching the retirement year and then approximately 15 years thereafter. The target date in the name of the Fund is the approximate date when an investor plans to start withdrawing money. This Fund may be suitable for investors who want a simplified “one fund” retirement solution, are willing to pay slightly higher fees to get a diversified mix of investments that becomes more conservative over time and plan to retire at an age that is near the year 2045. The Fund’s value will fluctuate due to changes in interest rates. There is a risk that the issuer of a fixed-income investment may fail to pay interest or even principal due in a timely manner or at all. The Fund’s value will fluctuate due to business developments concerning a particular issuer, industry or country, as well as general market and economic conditions. The Fund is subject to risks presented by investments in foreign issuers, and changes in currency exchange rates relative to the U.S. dollar may negatively affect the values of foreign investments held by the Select Funds. By investing in this Fund, you will incur the expenses of the Fund, in addition to those of the underlying Select Funds. The principal risks of the Fund will change depending on the asset mix of the Select Funds in which it invests. You may directly invest in the Select Funds. The Fund’s value will go up and down in response to changes in the share prices of the investments that it owns. The amount invested in the Fund is not guaranteed to increase, is not guaranteed against loss nor is the amount of the original investment guaranteed at the target date. It is possible to lose money by investing in the Fund.

Please see page 28 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

26

MyDestination 2045 Fund

Average Annual Total Returns as of 12/31/12
	GS4 Class*	Benchmark**
One Year	16.60%	16.39%
Five Year	0.48%	1.23%
Since Inception	1.13%	1.90%
Inception Date	12/29/06
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	1.32%

⁽¹⁾The Fund’s shareholders indirectly bear the expenses of the GS4 Class shares of the Select Funds in which the Fund invests. Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph illustrates the results of a hypothetical $10,000 investment in the GS4 Class of the Fund since December 29, 2006 (commencement of operations), with all dividends and capital gains reinvested, with the Fund’s composite benchmark index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**Represents a composite benchmark index as of December 2012, consisting of 0.50% of the Barclays Capital U.S. Long-Term Government Bond Index, 0.50% of the Barclays Capital U.S. Long-Term Credit Bond Index, 2.50% of the Barclays Capital Global Aggregate Bond Index — Unhedged, 1.25% of the Barclays U.S. Corporate High Yield — 2% Issuer Capped Index, 1.25% of the J.P. Morgan Emerging Markets Bond Index Plus, 9.00% of the Dow Jones U.S. Select Real Estate Securities Index^SM, 23.30% of the Russell 1000^® Value Index, 23.30% of the Russell 1000^® Growth Index, 8.65% of the Russell 2000^® Index and 29.75% of the MSCI ACWI (All Country World Index) Ex-U.S. Index.

The construction of the composite index corresponds to the target percentage allocations to the underlying asset classes as represented by the Fund’s investment in the Select Funds. As the target percentage allocations to the underlying investments change according to the MyDestination Funds^® glide path, the target percentage allocations to the composite index also change.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

27

MYDESTINATION 2045 FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Shares		Value
MUTUAL FUNDS — 99.7%
GuideStone Money Market Fund (GS4 Class)¥		3,135,660		$	3,135,660
GuideStone Extended-Duration Bond Fund (GS4 Class)¥		71,404			1,326,683
GuideStone Global Bond Fund (GS4 Class)¥		638,987			6,632,689
GuideStone Real Estate Securities Fund (GS4 Class)¥		1,127,751			11,954,159
GuideStone Value Equity Fund (GS4 Class)¥		1,880,490			30,426,322
GuideStone Growth Equity Fund (GS4 Class)¥		1,506,592			30,523,562
GuideStone Small Cap Equity Fund (GS4 Class)¥		714,667			11,391,795
GuideStone International Equity Fund (GS4 Class)¥		3,014,342			39,397,456
Total Mutual Funds (Cost $116,671,159)					134,788,326
TOTAL INVESTMENTS — 99.7% (Cost $116,671,159)					134,788,326
Other Assets in Excess of Liabilities — 0.3%					407,577
NET ASSETS — 100.0%				$	135,195,903

PORTFOLIO SUMMARY (based on net assets)

	%
Domestic Equity Funds		62.4
International Equity Fund		29.1
Bond Funds		5.9
Futures Contracts		2.4
Money Market Fund		2.3
		102.1

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value			Level 1 Quoted  Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Mutual Funds		$	134,788,326		$	134,788,326		$	—		$	—
Total Assets - Investments in Securities		$	134,788,326		$	134,788,326		$	—		$	—
Other Financial Instruments***
Futures Contracts		$	14,538		$	14,538		$	—		$	—
Total Assets - Other Financial Instruments		$	14,538		$	14,538		$	—		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

28 See Notes to Financial Statements.

MyDestination 2055 Fund

The Fund, through investments in the underlying Select Funds, combined a high percentage of exposure to equity securities with only a modest percentage to fixed income securities. The Fund followed an allocation glide path designed to become more conservative over time, and the December 2012 targeted allocations were approximately 5.00% Fixed Income Select Funds, 55.25% U.S. Equity Select Funds, 29.75% Non-U.S. Equity Select Fund and 10.00% Real Return Select Fund.

Equity exposure represented approximately 85% of the Fund and, therefore, contributed most of the Fund’s returns. As a fund of funds, its performance was based on the performance of the underlying Select Funds. The Fund generated a positive return of 14.18% for the one-year period ended December 31, 2012, which benefited from positive absolute performance from all of the Fixed Income Select Funds, Equity Select Funds and Real Return Select Funds. Overall exposure to the Equity Select Funds was a primary contributor to the Fund’s performance led by positive investment results of the International Equity Fund. The Value Equity Fund and Growth Equity Fund also made significant contributions. Within the Fund’s fixed income allocation, absolute return was most positively influenced by its exposure to both the Extended-Duration Bond Fund and the Global Bond Fund, returning 15.06% and 12.52%, respectively, for 2012.

U.S. equity exposure continued to contribute positively to the performance of the Fund. The year began with a very impressive start with the S&P 500^® Index’s surging over 12.00% during the first quarter. As the year progressed, equities withstood a series of political and macro-economic concerns to finish 2012 with a gain of 16.00%. Serving as a driving force for the market rally was continued support by the Federal Reserve to keep interest rates low and to encourage economic demand. Following this progression, U.S. consumer confidence and housing improved, China’s economy bounced back and accommodating monetary policies were announced in Europe. Consequently, the riskier segments within stocks and bonds benefited the most from this overall market optimism.

Consistent with the Fund’s asset allocation, the Global Bond Fund was the weakest absolute contributor. However, the Fund’s prevailing equity exposure provided the majority of absolute return for the one-year period ending December 31, 2012. Further, the performance dispersion between U.S. equity and non-U.S. equity markets was not largely significant. Within U.S. equity markets; however, value-oriented equities provided a marginal benefit over growth-oriented equities for the year as measured by the Russell 1000^® Value Index and Russell 1000^® Growth Index. Both segments provided a material benefit to absolute performance.

In addition to the Federal Reserve’s low interest rate policy, the bond market also benefited from an environment of low inflationary pressures and sluggish economic growth. All major bond market sectors posted positive returns for the year, led by emerging markets debt which generated an annual return of 18.04%. As a further indication of risk sentiment, broad market performance, measured by the Barclays Capital U.S. Aggregate Bond Index, gained 4.22% for the year, while the riskier Barclays Capital U.S. Corporate High Yield - 2% Issuer Capped Index posted a gain of 15.77% for 2012. The Fund’s allocation to fixed income holdings contributed meaningfully to absolute performance. Both the Extended-Duration Bond Fund and Global Bond Fund materially provided beneficial contributions to the Fund.

The Fund underperformed its composite benchmark in 2012 (14.18% versus 16.47%), with exposure to both the Fixed Income Select Funds and Equity Select Funds contributing to relative performance. The largest detractors to relative performance were the Value Equity Fund and Small Cap Equity Fund. The Fund’s relative performance was most positively impacted by exposure to the Growth Equity Fund.

The Fund attempted to achieve its objective by investing in the Select Funds. The Fund is managed to a retirement date (“target date”) by adjusting the percentage of fixed income securities and equity securities to become more conservative each year until reaching the retirement year and then approximately 15 years thereafter. The target date in the name of the Fund is the approximate date when an investor plans to start withdrawing money. This Fund may be suitable for investors who want a simplified “one fund” retirement solution, are willing to pay slightly higher fees to get a diversified mix of investments that becomes more conservative over time and plan to retire at an age that is near the year 2055. The Fund’s value will fluctuate due to changes in interest rates. There is a risk that the issuer of a fixed-income investment may fail to pay interest or even principal due in a timely manner or at all. The Fund’s value will fluctuate due to business developments concerning a particular issuer, industry or country, as well as general market and economic conditions. The Fund is subject to risks presented by investments in foreign issuers, and changes in currency exchange rates relative to the U.S. dollar may negatively affect the values of foreign investments held by the Select Funds. By investing in this Fund, you will incur the expenses of the Fund, in addition to those of the underlying Select Funds. The principal risks of the Fund will change depending on the asset mix of the Select Funds in which it invests. You may directly invest in the Select Funds. The Fund’s value will go up and down in response to changes in the share prices of the investments that it owns. The amount invested in the Fund is not guaranteed to increase, is not guaranteed against loss nor is the amount of the original investment guaranteed at the target date. It is possible to lose money by investing in the Fund.

Please see page 31 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

29

MyDestination 2055 Fund

Average Annual Total Returns as of 12/31/12
	GS4 Class*	Benchmark**
One Year	14.18%	16.47%
Inception Date	01/01/12
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	2.31%

⁽¹⁾The Fund’s shareholders indirectly bear the expenses of the GS4 Class shares of the Select Funds in which the Fund invests. Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph illustrates the results of a hypothetical $10,000 investment in the GS4 Class of the Fund since January 1, 2012 (commencement of operations), with all dividends and capital gains reinvested, with the Fund’s composite benchmark index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**Represents a composite benchmark index as of December 2012, consisting of 2.50% of the Barclays Capital Global Aggregate Bond Index — Unhedged, 1.25% of the Barclays U.S. Corporate High Yield — 2% Issuer Capped Index, 1.25% of the J.P. Morgan Emerging Markets Bond Index Plus, 10.00% of the Dow Jones U.S. Select Real Estate Securities Index^SM, 23.24% of the Russell 1000^® Value Index, 23.24% of the Russell 1000^® Growth Index, 8.77% of the Russell 2000^® Index and 29.75% of the MSCI ACWI (All Country World Index) Ex-U.S. Index.

The construction of the composite index corresponds to the target percentage allocations to the underlying asset classes as represented by the Fund’s investment in the Select Funds. As the target percentage allocations to the underlying investments change according to the MyDestination Funds^® glide path, the target percentage allocations to the composite index also change.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

30

MYDESTINATION 2055 FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Shares		Value
MUTUAL FUNDS — 99.7%
GuideStone Money Market Fund (GS4 Class)¥		140,843		$	140,843
GuideStone Global Bond Fund (GS4 Class)¥		29,650			307,765
GuideStone Real Estate Securities Fund (GS4 Class)¥		58,410			619,147
GuideStone Value Equity Fund (GS4 Class)¥		88,031			1,424,338
GuideStone Growth Equity Fund (GS4 Class)¥		70,277			1,423,806
GuideStone Small Cap Equity Fund (GS4 Class)¥		33,935			540,926
GuideStone International Equity Fund (GS4 Class)¥		140,796			1,840,197
Total Mutual Funds (Cost $5,966,228)					6,297,022
TOTAL INVESTMENTS — 99.7% (Cost $5,966,228)					6,297,022
Other Assets in Excess of Liabilities — 0.3%					19,398
NET ASSETS — 100.0%				$	6,316,420

PORTFOLIO SUMMARY (based on net assets)

	%
Domestic Equity Funds		63.5
International Equity Fund		29.1
Bond Fund		4.9
Money Market Fund		2.2
		99.7

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value			Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Mutual Funds		$	6,297,022		$	6,297,022		$	—		$	—
Total Assets - Investments in Securities		$	6,297,022		$	6,297,022		$	—		$	—

See Notes to Financial Statements. 31

STATEMENTS OF ASSETS AND LIABILITIES December 31, 2012

	MyDestination 2005 Fund				MyDestination 2015 Fund				MyDestination 2025 Fund				MyDestination 2035 Fund			MyDestination 2045 Fund				MyDestination 2055 Fund
Assets
Investments in securities of affiliated issuers, at value(1)		$	80,315,480			$	352,408,982			$	375,018,477			$	188,031,144		$	134,788,326			$	6,297,022
Cash collateral for derivatives			77,200				220,000				275,300				199,900			169,500				—
Receivables:
Dividends from affiliated funds			12				43				48				31			23				1
Fund shares sold			192,524				94,528				178,194				120,117			203,590				24,325
Variation margin on financial futures contracts			15,515				53,846				85,523				67,963			62,231				—
Receivable from advisor			—				—				—				—			—				2,487
Prepaid expenses and other assets			15,756				17,821				18,766				16,309			16,514				14,791
Total Assets			80,616,487				352,795,220				375,576,308				188,435,464			135,240,184				6,338,626
Liabilities
Payables:
Fund shares redeemed			—				155,915				273,032				138,818			—				—
Accrued expenses:
Investment advisory fees			7,093				30,101				31,924				24,603			15,894				—
Other expenses			27,170				32,826				33,425				29,571			28,387				22,206
Total Liabilities			34,263				218,842				338,381				192,992			44,281				22,206
Net Assets		$	80,582,224			$	352,576,378			$	375,237,927			$	188,242,472		$	135,195,903			$	6,316,420
Net Assets Consist of:
Paid-in capital		$	80,512,909			$	334,173,500			$	343,791,600			$	169,143,733		$	117,757,124			$	5,859,448
Undistributed net investment income			102,131				1,380,527				606,875				3,087			307				—
Undistributed (accumulated) net realized gain (loss) on investments and futures transactions			(5,791,748	)			(21,352,713	)			(5,752,001	)			742,101			(693,233	)			126,178
Net unrealized appreciation on investments and futures			5,758,932				38,375,064				36,591,453				18,353,551			18,131,705				330,794
Net Assets		$	80,582,224			$	352,576,378			$	375,237,927			$	188,242,472		$	135,195,903			$	6,316,420
Net Asset Value:
$0.001 par value, unlimited shares authorized
Net assets applicable to the GS4 Class		$	80,582,224			$	352,576,378			$	375,237,927			$	188,242,472		$	135,195,903			$	6,316,420
GS4 shares outstanding			7,858,400				34,530,995				38,117,306				20,027,215			14,792,018				563,901
Net asset value, offering and redemption price per GS4 share		$	10.25			$	10.21			$	9.84			$	9.40		$	9.14			$	11.20
(1) Investments in securities of affiliated issuers, at cost		$	74,563,460			$	314,050,297			$	338,454,376			$	169,697,031		$	116,671,159			$	5,966,228

32 See Notes to Financial Statements.

STATEMENTS OF OPERATIONS For the Year Ended December 31, 2012

	MyDestination 2005 Fund				MyDestination 2015 Fund				MyDestination 2025 Fund				MyDestination 2035 Fund				MyDestination 2045 Fund				MyDestination 2055 Fund(1)
Investment Income
Income dividends received from affiliated funds		$	1,049,485			$	5,182,934			$	5,474,173			$	2,321,826			$	1,503,421			$	65,198
Interest			—				—				—				—				5				—
Total Investment Income			1,049,485				5,182,934				5,474,173				2,321,826				1,503,426				65,198
Expenses
Investment advisory fees			74,340				326,111				335,668				165,744				114,854				4,535
Transfer agent fees:
GS4 Shares			19,906				23,479				23,687				21,542				21,078				17,185
Custodian fees			16,404				21,133				21,531				17,504				15,895				6,228
Accounting and administration fees			8,070				20,954				21,435				12,614				10,026				2,477
Professional fees			41,087				41,096				41,097				41,091				41,090				45,540
Blue sky fees:
GS4 Shares			16,701				18,707				17,471				16,663				15,959				20,436
Shareholder reporting fees:
GS4 Shares			5,375				11,805				12,399				8,452				7,743				626
Trustee expenses			1,966				4,590				4,682				2,910				2,383				1,245
Line of credit facility fees			801				3,508				3,592				1,758				1,207				55
Other expenses			8,940				8,940				8,940				8,940				8,940				6,343
Total Expenses			193,590				480,323				490,502				297,218				239,175				104,670
Expenses waived/reimbursed net of amount recaptured(2)			(48,296	)			—				—				26,917				(15,118	)			(95,601	)
Net Expenses			145,294				480,323				490,502				324,135				224,057				9,069
Net investment income			904,191				4,702,611				4,983,671				1,997,691				1,279,369				56,129
Realized and Unrealized Gain (Loss)
Capital gain distributions received from affiliated funds			1,319,147				6,919,192				7,434,400				3,703,930				2,707,429				124,195
Net realized gain on investment securities of affiliated issuers			1,684,504				1,135,318				1,696,017				730,107				345,386				64,731
Net realized gain on futures transactions			88,115				563,792				589,298				517,261				348,975				—
Net realized gain			3,091,766				8,618,302				9,719,715				4,951,298				3,401,790				188,926
Change in unrealized appreciation on investment securities of affiliated issuers			2,096,282				20,312,617				26,661,002				16,456,499				11,902,744				330,794
Change in unrealized appreciation (depreciation) on futures			1,885				(11,188	)			(17,159	)			(6,765	)			1,817				—
Net change in unrealized appreciation (depreciation)			2,098,167				20,301,429				26,643,843				16,449,734				11,904,561				330,794
Net Realized and Unrealized Gain			5,189,933				28,919,731				36,363,558				21,401,032				15,306,351				519,720
Net Increase in Net Assets Resulting from Operations		$	6,094,124			$	33,622,342			$	41,347,229			$	23,398,723			$	16,585,720			$	575,849

⁽¹⁾  The MyDestination 2055 Fund commenced operations as a registered

investment company on January 1, 2012.

⁽²⁾  See Note 3a and 3c in Notes to Financial Statements.

See Notes to Financial Statements. 33

STATEMENTS OF CHANGES IN NET ASSETS

	MyDestination 2005 Fund						MyDestination 2015 Fund
	For the Year Ended						For the Year Ended
	12/31/12			12/31/11			12/31/12			12/31/11
Operations:
Net investment income	$	904,191		$	851,849		$	4,702,611		$	3,859,060
Net realized gain (loss) on investment securities and futures transactions		3,091,766			2,517,678			8,618,302			(6,612,694	)
Net change in unrealized appreciation (depreciation) on investment securities and futures		2,098,167			(2,025,552	)		20,301,429			7,143,228
Net increase (decrease) in net assets resulting from operations		6,094,124			1,343,975			33,622,342			4,389,594
Dividends and Distributions to Shareholders:
Dividends from net investment income(1)		(1,578,267	)		(1,118,885	)		(7,838,073	)		(4,639,060	)
Distributions from net realized capital gains		—			—			—			—
Total dividends and distributions		(1,578,267	)		(1,118,885	)		(7,838,073	)		(4,639,060	)
Capital Share Transactions:
Proceeds from GS4 shares sold		22,149,640			25,225,989			71,866,425			54,743,331
Reinvestment of dividends and distributions into GS4 shares		1,578,267			1,118,483			7,838,073			4,639,060
Value of GS4 shares redeemed		(12,269,397	)		(16,644,614	)		(27,008,482	)		(30,708,423	)
Net increase from capital share transactions(2)		11,458,510			9,699,858			52,696,016			28,673,968
Total increase in net assets		15,974,367			9,924,948			78,480,285			28,424,502
Net Assets:
Beginning of Year		64,607,857			54,682,909			274,096,093			245,671,591
End of Year*	$	80,582,224		$	64,607,857		$	352,576,378		$	274,096,093
*Including undistributed net investment income	$	102,131		$	101,776		$	1,380,527		$	1,380,630

⁽¹⁾  Includes dividends paid from the short-term portion of capital gain distributions received from affiliated funds.

⁽²⁾  See Note 6 in Notes to Financial Statements.

⁽³⁾  The MyDestination 2055 Fund commenced operations as a registered investment company on January 1, 2012.

34 See Notes to Financial Statements.

MyDestination 2025 Fund						MyDestination 2035 Fund						MyDestination 2045 Fund						MyDestination 2055 Fund
For the Year Ended						For the Year Ended						For the Year Ended						For the Year Ended
12/31/12			12/31/11			12/31/12			12/31/11			12/31/12			12/31/11			12/31/12(3)
$	4,983,671		$	3,723,266		$	1,997,691		$	1,400,976		$	1,279,369		$	725,744			$	56,129
	9,719,715			(5,289,907	)		4,951,298			190,251			3,401,790			26,074				188,926
	26,643,843			877,964			16,449,734			(5,719,088	)		11,904,561			(4,125,970	)			330,794
	41,347,229			(688,677	)		23,398,723			(4,127,861	)		16,585,720			(3,374,152	)			575,849
	(7,215,597	)		(4,085,427	)		(2,098,516	)		(1,436,957	)		(1,290,110	)		(728,739	)			(56,171	)
	—			—			(1,022,785	)		(762,677	)		(750,228	)		(1,952,225	)			(62,706	)
	(7,215,597	)		(4,085,427	)		(3,121,301	)		(2,199,634	)		(2,040,338	)		(2,680,964	)			(118,877	)
	75,379,767			59,628,488			40,637,718			33,005,073			31,566,664			27,357,501				13,215,155
	7,215,597			4,085,427			3,121,301			2,199,634			2,040,186			2,680,965				118,877
	(19,728,424	)		(17,202,341	)		(7,240,011	)		(7,637,385	)		(2,910,235	)		(9,832,010	)			(7,474,584	)
	62,866,940			46,511,574			36,519,008			27,567,322			30,696,615			20,206,456				5,859,448
	96,998,572			41,737,470			56,796,430			21,239,827			45,241,997			14,151,340				6,316,420
	278,239,355			236,501,885			131,446,042			110,206,215			89,953,906			75,802,566				—
$	375,237,927		$	278,239,355		$	188,242,472		$	131,446,042		$	135,195,903		$	89,953,906			$	6,316,420
$	606,875		$	607,362		$	3,087		$	—		$	307		$	—			$	—

See Notes to Financial Statements. 35

FINANCIAL HIGHLIGHTS

For a Share Outstanding For the Years Ending December 31, unless otherwise indicated																								Ratios to Average Net Assets
	Net Asset Value, Beginning of Year		Net Investment Income (1)			Capital Gain Distribu- tions Received from Affiliated Funds		Realized and Unrealized Gain (Loss) on Investments			Dividends from Net Investment Income (2)			Distribu- tions from Net Realized Capital Gains			Net Asset Value, End of Year		Total Return			Net Assets, End of Year (000)		Expenses, Net(3)			Expenses, Gross(3)(4)			Investment Income, Net (1)(5)			Portfolio Turnover Rate
MyDestination 2005 Fund
GS4 Class
2012		$  9.60		$0.13	#		$0.18		$0.55			$(0.21	)		$   —			$10.25		8.92	%		$80,582		0.20	%		0.27	%		1.24	%		8	%
2011		9.53		0.14	#		0.05		0.05			(0.17	)		—			9.60		2.52			64,608		0.20			0.35			1.43			31
2010		8.84		0.14	#		0.09		0.70			(0.24	)		—			9.53		10.56			54,683		0.20			0.26			1.50			19
2009		7.44		0.18	#		0.04		1.40			(0.22	)		—			8.84		21.84			66,830		0.20			0.26			2.31			57
2008		10.35		0.30	#		0.08		(2.75	)		(0.31	)		(0.23	)		7.44		(22.78	)		50,678		0.20			0.29			3.25			40
MyDestination 2015 Fund
GS4 Class
2012		$  9.37		$0.15	#		$0.22		$0.70			$(0.23	)		$   —			$10.21		11.46	%		$352,576		0.15	%		0.15	%		1.47	%		2	%
2011		9.36		0.14	#		0.05		(0.02	)		(0.16	)		—			9.37		1.84			274,096		0.17			0.17			1.46			33
2010		8.42		0.14	#		0.06		0.94			(0.20	)		—			9.36		13.54			245,672		0.16			0.16			1.65			28
2009		6.83		0.17	#		0.02		1.58			(0.18	)		—			8.42		26.27			219,264		0.16			0.16			2.25			25
2008		10.33		0.26	#		0.09		(3.39	)		(0.19	)		(0.27	)		6.83		(29.31	)		146,140		0.20			0.18			2.87			22
MyDestination 2025 Fund
GS4 Class
2012		$  8.81		$0.14	#		$0.22		$0.86			$(0.19	)		$   —			$9.84		13.90	%		$375,238		0.15	%		0.15	%		1.51	%		2	%
2011		8.94		0.13	#		0.03		(0.16	)		(0.13	)		—			8.81		0.03			278,239		0.17			0.17			1.42			24
2010		7.88		0.14	#		0.03		1.04			(0.15	)		—			8.94		15.32			236,502		0.20			0.17			1.72			15
2009		6.18		0.14	#		0.01		1.69			(0.14	)		—			7.88		30.12			169,563		0.20			0.19			2.11			13
2008		10.24		0.21	#		0.09		(3.89	)		(0.15	)		(0.32	)		6.18		(35.00	)		96,826		0.20			0.21			2.47			10

# Calculated using the average shares outstanding method.

(1) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(2) Includes dividends paid from the short-term portion of capital gain distributions received from affiliated Funds.

(3) Does not include expenses of the investment companies in which the Fund invests.

(4) The ratio excludes expenses waived/reimbursed net of amount recaptured.

(5) The ratio includes expenses waived (reimbursed net of amount recaptured) and fees paid indirectly, where applicable; if expenses waived (reimbursed net of amount recaptured) and fees paid indirectly were excluded, the ratio would have been lower (higher) than the ratio shown.

36 See Notes to Financial Statements.

For a Share Outstanding For the Years Ending December 31, unless otherwise indicated																									Ratios to Average Net Assets
	Net Asset Value, Beginning of Year		Net Investment Income (1)			Capital Gain Distribu- tions Received from Affiliated Funds			Realized and Unrealized Gain (Loss) on Investments			Dividends from Net Investment Income (2)			Distribu- tions from Net Realized Capital Gains			Net Asset Value, End of Year		Total Return			Net Assets, End of Year (000)		Expenses, Net(3)			Expenses, Gross (3)(4)			Investment Income, Net (1)(5)			Portfolio Turnover Rate
MyDestination 2035 Fund
GS4 Class
2012	$	8.22	$	0.11	#	$	0.21		$	1.02		$	(0.11	)	$	(0.05	)	$	9.40		16.30	%	$	188,242		0.20	%		0.18	%		1.23	%		1	%
2011		8.62		0.10	#		0.01			(0.37	)		(0.09	)		(0.05	)		8.22		(2.99	)		131,446		0.20			0.23			1.13			10
2010		7.52		0.10	#		0.01			1.10			(0.10	)		(0.01	)		8.62		16.02			110,206		0.20			0.23			1.32			9
2009		5.85		0.10	#		—	†		1.70			(0.11	)		(0.02	)		7.52		30.99			75,419		0.20			0.28			1.57			4
2008		10.24		0.17	#		0.09			(4.25	)		(0.10	)		(0.30	)		5.85		(38.86	)		37,637		0.20			0.40			2.02			5
MyDestination 2045 Fund
GS4 Class
2012	$	7.96	$	0.10	#	$	0.21		$	1.01		$	(0.09	)	$	(0.05	)	$	9.14		16.60	%	$	135,196		0.20	%		0.21	%		1.14	%		1	%
2011		8.52		0.07	#		—	†		(0.38	)		(0.07	)		(0.18	)		7.96		(3.63	)		89,954		0.20			0.29			0.87			25
2010		7.38		0.08	#		—	†		1.16			(0.07	)		(0.03	)		8.52		16.80			75,803		0.20			0.30			1.08			1
2009		5.75		0.08	#		—	†		1.67			(0.09	)		(0.03	)		7.38		30.71			44,159		0.20			0.41			1.23			7
2008		10.12		0.16	#		0.10			(4.34	)		(0.06	)		(0.23	)		5.75		(40.29	)		17,998		0.20			0.79			1.97			5
MyDestination 2055 Fund
GS4 Class
2012*	$	10.00	$	0.13	#	$	0.30		$	0.98		$	(0.10	)	$	(0.11	)	$	11.20		14.18	%	$	6,316		0.20	%		2.31	%		1.24	%		18	%

† Amount represents less than $0.005 per share.

# Calculated using the average shares outstanding method.

* Inception date was January 1, 2012.

(1) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(2) Includes dividends paid from the short-term portion of capital gain distributions received from affiliated Funds.

(3) Does not include expenses of the investment companies in which the Fund invests.

(4) The ratio excludes expenses waived/reimbursed net of amount recaptured.

(5) The ratio includes expenses waived (reimbursed net of amount recaptured) and fees paid indirectly, where applicable; if expenses waived (reimbursed net of amount recaptured) and fees paid indirectly were excluded, the ratio would have been lower (higher) than the ratio shown.

See Notes to Financial Statements. 37

Conservative Allocation Fund

The Fund, through investments in the underlying Select Funds, combined a greater percentage of exposure to fixed income securities with a smaller percentage to equity securities. The Fund had a target of, but was not limited to, an asset allocation of

60.00% Fixed Income Select Funds, 18.88% U.S. Equity Select Funds, 6.12% Non-U.S. Equity Select Fund and 15.00% Real Return Select Fund.

As a fund of funds, its performance was based on the performance of the underlying Select Funds. The Fund generated a return of 7.02% for the one-year period ended December 31, 2012, benefiting from positive absolute performance of the underlying Fixed Income Select Funds, Equity Select Funds and Real Return Select Fund. The Fund’s absolute return was most positively influenced by its exposure to the Low-Duration Bond Fund, followed by exposure to the Value Equity Fund and International Equity Fund.

U.S. equity exposure continued to contribute positively to the performance of the Fund. The year began with a very impressive start with the S&P 500^® Index’s surging over 12.00% during the first quarter. As the year progressed, equities withstood a series of political and macroeconomic concerns to finish 2012 with a gain of 16.00%. Performance dispersion between U.S. equity and non-U.S. equity markets was not largely significant. Within U.S. equity markets, however, value-oriented equities provided a marginal benefit over growth-oriented equities for the year as measured by the Russell 1000^® Value Index and Russell 1000^® Growth Index. Both segments provided a material benefit to absolute performance.

Serving as a driving force for the market rally was continued support by the Federal Reserve to keep interest rates low and to encourage economic demand. Following this progression, U.S. consumer confidence and housing improved, China’s economy bounced back and accommodating monetary policies were announced in Europe. Consequently, the riskier segments within stocks and bonds benefited the most from this overall market optimism.

In addition to the Federal Reserve’s low interest rate policy, the bond market also benefited from an environment of low inflationary pressures and sluggish economic growth. All major bond market sectors posted positive returns for the year, led by emerging markets debt which generated an annual return of 18.04%. As a further indication of risk sentiment, broad market performance, measured by the Barclays Capital U.S. Aggregate Bond Index, gained 4.22% for the year, while the riskier Barclays Capital U.S. Corporate High Yield - 2% Issuer Capped Index posted a gain of 15.77% for 2012.

The Fund outperformed its composite benchmark in 2012 (7.02% versus 5.41%). While the Low-Duration Bond Fund was the largest contributor to the Fund’s absolute return, it also served as the leading driver in the Fund’s relative outperformance during the year. At a target weight of approximately 7%, the Defensive Market Strategies Fund was the primary detractor within the Equity Select Funds. The Inflation-Protected Bond Fund also marginally detracted from relative performance over the period.

The Fund attempted to achieve its objective by investing in the Select Funds. By investing in the Fund you will also incur the expenses and risks of the underlying Select Funds. The principal risks of the Fund will change depending on the asset mix of the Select Funds in which it invests. You may directly invest in the Select Funds. The Fund’s value will go up and down in response to changes in the share prices of the investments that it owns. It is possible to lose money by investing in the Fund. The Fund may be suitable for investors who have a short - to medium-time investment horizon, possess a relatively low tolerance for risk and want some exposure to the growth potential of the stock market tempered by a larger allocation to short-term, fixed income securities. This Fund is subject to interest rate risk. Meaning, when interest rates rise, the value of the existing bonds decrease and vice versa. Changes in interest rates have a bigger impact on long duration holdings than on short duration holdings.

Please see page 40 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

38

Conservative Allocation Fund

Average Annual Total Returns as of 12/31/12
	GS4 Class*	Benchmark**
One Year	7.02%	5.41%
Five Year	3.40%	3.19%
Ten Year	4.67%	4.75%
Inception Date	08/27/01
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	0.87%

⁽¹⁾The Fund’s shareholders indirectly bear the expenses of the GS4 Class shares of the Select Funds in which the Fund invests. Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph compares the results of a hypothetical $10,000 investment in the GS4 Class of the Fund for the 10 year period from December 31, 2002 to December 31, 2012, with all dividends and capital gains reinvested, with the Fund’s weighted composite benchmark index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**Represents a composite index consisting of the Bank of America Merrill Lynch 1-3 Year Treasury Index, the Barclays Capital U.S. TIPS Index, the Russell 3000^® Index and the MSCI ACWI (All Country World Index) Ex-U.S. Index, weighted 60.00%, 15.00%, 18.88% and 6.12%, respectively.

The Bank of America Merrill Lynch 1-3 Year Treasury Index is composed of all U.S. Treasury notes and bonds with maturities greater than or equal to one year and less than three years.

The Barclays Capital U.S. TIPS Index measures the performance of the U.S. Treasury Inflation Protected Securities (“TIPS”) market and includes TIPS with one or more years remaining until maturity with total outstanding issue size of $500 million or more.

The Russell 3000^® Index 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.

The MSCI ACWI (All Country World Index) Ex-U.S. Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed (excluding U.S.) and emerging markets.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

39

CONSERVATIVE ALLOCATION FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Shares		Value
MUTUAL FUNDS — 99.8%
GuideStone Money Market Fund (GS4 Class)¥		5,925,474		$	5,925,474
GuideStone Low-Duration Bond Fund (GS4 Class)¥		14,137,590			191,140,214
GuideStone Inflation Protected Bond Fund (GS4 Class)¥		4,166,746			46,875,888
GuideStone Defensive Market Strategies Fund (GS4 Class)¥		2,268,237			24,043,313
GuideStone Value Equity Fund (GS4 Class)¥		1,048,364			16,962,524
GuideStone Growth Equity Fund (GS4 Class)¥		835,645			16,930,172
GuideStone Small Cap Equity Fund (GS4 Class)¥		241,925			3,856,292
GuideStone International Equity Fund (GS4 Class)¥		1,599,688			20,907,918
Total Mutual Funds (Cost $297,601,586)					326,641,795
TOTAL INVESTMENTS — 99.8% (Cost $297,601,586)					326,641,795
Other Assets in Excess of Liabilities — 0.2%					679,057
NET ASSETS — 100.0%				$	327,320,852

PORTFOLIO SUMMARY (based on net assets)
	%
Bond Funds		72.7
Domestic Equity Funds		18.9
International Equity Fund		6.4
Money Market Fund		1.8
Futures Contracts		1.6
		101.4

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value			Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Mutual Funds		$	326,641,795		$	326,641,795		$	—		$	—
Total Assets - Investments in Securities		$	326,641,795		$	326,641,795		$	—		$	—
Other Financial Instruments***
Futures Contracts		$	11,733		$	11,733		$	—		$	—
Total Assets - Other Financial Instruments		$	11,733		$	11,733		$	—		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

40 See Notes to Financial Statements.

Balanced Allocation Fund

The Fund, through investments in the underlying Select Funds, combined approximately equal percentages to equity securities and fixed income securities. The Fund had a target of, but was not limited to, an asset allocation of 50.00% Fixed Income Select Funds, 36.00% U.S. Equity Select Funds and 14.00% Non-U.S. Equity Select Fund.

As a fund of funds, its performance is based on the performance of the underlying Select Funds. The Fund generated a return of 11.79% for the one-year period ending December 31, 2012, benefiting from positive absolute performance of the underlying Fixed Income Select Funds and Equity Select Funds. The Fund’s absolute return was most positively influenced by its exposure to the International Equity Fund. The Value Equity Fund and Growth Equity Fund also provided material benefits over the period.

U.S. equity exposure continued to contribute positively to the performance of the Fund. The year began with a very impressive start with the S&P 500^® Index’s surging over 12.00% during the first quarter. As the year progressed, equities withstood a series of political and macroeconomic concerns to finish 2012 with a gain of 16.00%. Performance dispersion between U.S. equity and non-U.S. equity markets was not largely significant. Within U.S. equity markets, however, value-oriented equities provided a marginal benefit over growth-oriented equities for the year as measured by the Russell 1000^® Value Index and Russell 1000^® Growth Index. Both segments provided a material benefit to absolute performance.

Serving as a driving force for the market rally was continued support by the Federal Reserve to keep interest rates low and to encourage economic demand. Following this progression, U.S. consumer confidence and housing improved, China’s economy bounced back and accommodating monetary policies were announced in Europe. Consequently, the riskier segments within stocks and bonds benefited the most from this overall market optimism.

In addition to the Federal Reserve’s low interest rate policy, the bond market also benefited from an environment of low inflationary pressures and sluggish economic growth. All major bond market sectors posted positive returns for the year, led by emerging markets debt which generated an annual return of 18.04%. As a further indication of risk sentiment, broad market performance, measured by the Barclays Capital U.S. Aggregate Bond Index, gained 4.22% for the year, while the riskier Barclays Capital U.S. Corporate High Yield - 2% Issuer Capped Index posted a gain of 15.77% for 2012.

The Fund outperformed its composite benchmark in 2012 (11.79% versus 10.47%), as the Fixed Income Select Funds contributed positively. Notably, the primary source of outperformance came from the Medium–Duration Bond Fund allocation. The remaining Fixed Income Select Funds also had a positive impact over the period. Within the U.S. Equity Select Funds, both the Value Equity Fund and Small Cap Equity Fund were relatively flat to negative versus their benchmarks.

The Fund attempted to achieve its objective by investing in the Select Funds. By investing in the Fund you will also incur the expenses and risks of the underlying Select Funds. The principal risks of the Fund will change depending on the asset mix of the Select Funds in which it invests. You may directly invest in the Select Funds. The Fund’s value will go up and down in response to changes in the share prices of the investments that it owns. It is possible to lose money by investing in the Fund. This Fund may be suitable for investors who have a medium-to long-term investment horizon, possess a moderate tolerance for risk, and seek to participate in the return potential of stocks but want to achieve this result more slowly and with less volatility through a balanced allocation of fixed-income and equity investments.

Please see page 43 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

41

Balanced Allocation Fund

Average Annual Total Returns as of 12/31/12
	GS4 Class*	Benchmark**
One Year	11.79%	10.47%
Five Year	3.61%	3.84%
Ten Year	6.82%	7.05%
Inception Date	08/27/01
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	0.98%

⁽¹⁾The Fund’s shareholders indirectly bear the expenses of the GS4 Class shares of the Select Funds in which the Fund invests. Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph compares the results of a hypothetical $10,000 investment in the GS4 Class of the Fund for the 10 year period from December 31, 2002 to December 31, 2012, with all dividends and capital gains reinvested, with the Fund’s weighted composite benchmark index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

****Represents a composite index consisting of the Barclays Capital U.S. Aggregate Bond Index, the Russell 3000^® Index and the MSCI ACWI (All Country World Index) Ex-U.S. Index, weighted 50%, 36% and 14%, respectively.

The Barclays Capital U.S. Aggregate Bond Index represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment grade fixed-rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities.

The Russell 3000^® Index 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.

The MSCI ACWI (All Country World Index) Ex-U.S. Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed (excluding U.S.) and emerging markets.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

42

BALANCED ALLOCATION FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Shares		Value
MUTUAL FUNDS — 99.9%
GuideStone Money Market Fund (GS4 Class)¥		25,212,869		$	25,212,869
GuideStone Low-Duration Bond Fund (GS4 Class)¥		12,710,606			171,847,392
GuideStone Medium-Duration Bond Fund (GS4 Class)¥		16,896,970			248,047,517
GuideStone Extended-Duration Bond Fund (GS4 Class)¥		5,409,882			100,515,605
GuideStone Global Bond Fund (GS4 Class)¥		5,672,938			58,885,101
GuideStone Defensive Market Strategies Fund (GS4 Class)¥		10,936,846			115,930,568
GuideStone Value Equity Fund (GS4 Class)¥		8,738,599			141,390,538
GuideStone Growth Equity Fund (GS4 Class)¥		6,887,146			139,533,578
GuideStone Small Cap Equity Fund (GS4 Class)¥		2,051,179			32,695,791
GuideStone International Equity Fund (GS4 Class)¥		12,978,515			169,629,188
Total Mutual Funds (Cost $1,092,793,984)					1,203,688,147
TOTAL INVESTMENTS — 99.9% (Cost $1,092,793,984)					1,203,688,147
Other Assets in Excess of Liabilities — 0.1%					1,180,482
NET ASSETS — 100.0%				$	1,204,868,629

PORTFOLIO SUMMARY (based on net assets)
	%
Bond Funds		48.1
Domestic Equity Funds		35.6
International Equity Fund		14.1
Money Market Fund		2.1
Futures Contracts		1.9
		101.8

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value			Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Mutual Funds		$	1,203,688,147		$	1,203,688,147		$	—		$	—
Total Assets - Investments in Securities		$	1,203,688,147		$	1,203,688,147		$	—		$	—
Other Financial Instruments***
Futures Contracts		$	70,305		$	70,305		$	—		$	—
Total Assets - Other Financial Instruments		$	70,305		$	70,305		$	—		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

See Notes to Financial Statements. 43

Growth Allocation Fund

The Fund, through investments in the underlying Select Funds, combined a greater percentage of exposure to equity securities with a smaller percentage to fixed income securities. The Fund had a target of, but was not limited to, an asset allocation of 25.00% Fixed Income Select Funds, 48.75% U.S. Equity Select Funds and 26.25% Non-U.S. Equity Select Fund.

As a fund of funds, its performance is based on the performance of the underlying Select Funds. The Fund generated a return of 14.84% for the one-year period ended December 31, 2012, benefiting from positive absolute performance of the underlying Fixed Income Select Funds and Equity Select Funds. The Fund’s absolute return was most positively influenced by its exposure to the International Equity Fund. The Value Equity Fund and Growth Equity Fund also provided material benefit over the period.

U.S. equity exposure continued to contribute positively to the performance of the Fund. The year began with a very impressive start with the S&P 500^® Index’s surging over 12.00% during the first quarter. As the year progressed, equities withstood a series of political and macroeconomic concerns to finish 2012 with a gain of 16.00%. Performance dispersion between U.S. equity and non-U.S. equity markets was not largely significant. Within U.S. equity markets, however, value-oriented equities provided a marginal benefit over growth-oriented equities for the year as measured by the Russell 1000^® Value Index and Russell 1000^® Growth Index. Both segments provided a material benefit to absolute performance.

Serving as a driving force for the market rally was continued support by the Federal Reserve to keep interest rates low and to encourage economic demand. Following this progression, U.S. consumer confidence and housing improved, China’s economy bounced back and accommodating monetary policies were announced in Europe. Consequently, the riskier segments within stocks and bonds benefited the most from this overall market optimism.

In addition to the Federal Reserve’s low interest rate policy, the bond market also benefited from an environment of low inflationary pressures and sluggish economic growth. All major bond market sectors posted positive returns for the year, led by emerging markets debt which generated an annual return of 18.04%. As a further indication of risk sentiment, broad market performance, measured by the Barclays Capital U.S. Aggregate Bond Index, gained 4.22% for the year, while the riskier Barclays Capital U.S. Corporate High Yield – 2% Issuer Capped Index posted a gain of 15.77% for 2012.

The Fund outperformed its composite benchmark in 2012 (14.84% versus 13.60%). The largest detractor to the Fund’s relative performance was exposure to the Value Equity Fund, which trailed its respective benchmark due to security selection. The Fund’s relative performance was positively impacted by exposure to the Growth Equity Fund.

The Fund attempted to achieve its objective by investing in the Select Funds. By investing in the Fund you will also incur the expenses and risks of the underlying Select Funds. The principal risks of the Fund will change depending on the asset mix of the Select Funds in which it invests. You may directly invest in the Select Funds. The Fund’s value will go up and down in response to changes in the share prices of the investments that it owns. It is possible to lose money by investing in the Fund. This Fund may be suitable for investors who have a long-term investment horizon, possess a relatively high tolerance for risk and seek to participate in the return potential of stocks at a slightly lower risk level than an all stock portfolio. Foreign securities may be subject to greater risk than domestic securities due to currency volatility, reduced market liquidity and political and economic instability. Small company stocks are subject to greater risk than large company stocks due to more volatility and less liquidity. This Fund is subject to interest rate risk. Meaning, when interest rates rise, the value of the existing bonds decrease and vice versa. Changes in interest rates have a bigger impact on long duration holdings than on short duration holdings.

Please see page 46 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

44

Growth Allocation Fund

Average Annual Total Returns as of 12/31/12
	GS4 Class*	Benchmark**
One Year	14.84%	13.60%
Five Year	1.78%	2.27%
Ten Year	7.09%	7.63%
Inception Date	08/27/01
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	1.07%

⁽¹⁾The Fund’s shareholders indirectly bear the expenses of the GS4 Class shares of the Select Funds in which the Fund invests. Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph compares the results of a hypothetical $10,000 investment in the GS4 Class of the Fund for the 10 year period from December 31, 2002 to December 31, 2012, with all dividends and capital gains reinvested, with the Fund’s weighted composite benchmark index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**Represents a composite index consisting of the Barclays Capital U.S. Aggregate Bond Index, the Russell 3000^® Index, and the MSCI ACWI (All Country World Index) Ex-U.S. Index, weighted 25.00%, 48.75% and 26.25%, respectively.

The Barclays U.S. Capital Aggregate Bond Index represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment grade fixed-rate bond market, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities.

The Russell 3000^® Index 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.

The MSCI ACWI (All Country World Index) Ex-U.S. Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed (excluding U.S.) and emerging markets.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

45

GROWTH ALLOCATION FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Shares		Value
MUTUAL FUNDS — 100.0%
GuideStone Money Market Fund (GS4 Class)¥		18,606,768		$	18,606,768
GuideStone Low-Duration Bond Fund (GS4 Class)¥		4,382,386			59,249,861
GuideStone Medium-Duration Bond Fund (GS4 Class)¥		5,875,803			86,256,786
GuideStone Extended-Duration Bond Fund (GS4 Class)¥		1,887,189			35,063,972
GuideStone Global Bond Fund (GS4 Class)¥		1,992,184			20,678,872
GuideStone Value Equity Fund (GS4 Class)¥		11,384,460			184,200,559
GuideStone Growth Equity Fund (GS4 Class)¥		8,970,502			181,742,369
GuideStone Small Cap Equity Fund (GS4 Class)¥		2,652,586			42,282,215
GuideStone International Equity Fund (GS4 Class)¥		17,211,924			224,959,845
Total Mutual Funds (Cost $784,996,671)					853,041,247
TOTAL INVESTMENTS — 100.0% (Cost $784,996,671)					853,041,247
Other Assets in Excess of Liabilities — 0.0%					191,411
NET ASSETS — 100.0%				$	853,232,658

PORTFOLIO SUMMARY (based on net assets)
	%
Domestic Equity Funds		47.8
International Equity Fund		26.4
Bond Funds		23.6
Money Market Fund		2.2
Futures Contracts		2.2
		102.2

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total     Value			Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Mutual Funds		$	853,041,247		$	853,041,247		$	—		$	—
Total Assets - Investments in Securities		$	853,041,247		$	853,041,247		$	—		$	—
Other Financial Instruments***
Futures Contracts		$	102,530		$	102,530		$	—		$	—
Total Assets - Other Financial Instruments		$	102,530		$	102,530		$	—		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

46 See Notes to Financial Statements.

Aggressive Allocation Fund

The Fund, through investments in the underlying Select Funds, combined a greater percentage of exposure to U.S. equity securities with a smaller percentage to non-U.S. equity securities. The Fund had a target of, but was not limited to, an asset allocation of 60.00% U.S. Equity Select Funds and 40.00% Non-U.S. Select Fund.

As a fund of funds, its performance was based on the performance of the underlying Select Funds. The Fund generated a return of 17.19% for the one-year period ended December 31, 2012, as absolute performance was largely attributable to exposure to the International Equity Fund.

U.S. equity exposure continued to contribute positively to the performance of the Fund. The year began with a very impressive start with the S&P 500^® Index’s surging over 12.00% during the first quarter. As the year progressed, equities withstood a series of political and macroeconomic concerns to finish 2012 with a gain of 16.00%. Performance dispersion between U.S. equity and Non-U.S. equity markets was not largely significant. Within U.S. equity markets, however, value-oriented equities provided a marginal benefit over growth-oriented equities for the year as measured by the Russell 1000^® Value Index and Russell 1000^® Growth Index. Both segments provided a material benefit to absolute performance.

Serving as a driving force for the market rally was continued support by the Federal Reserve to keep interest rates low and to encourage economic demand. Following this progression, U.S. consumer confidence and housing improved, China’s economy bounced back and accommodating monetary policies were announced in Europe. Consequently, the riskier segments within stocks and bonds benefited the most from this overall market optimism.

In addition to the Federal Reserve’s low interest rate policy, the bond market also benefited from an environment of low inflationary pressures and sluggish economic growth. All major bond market sectors posted positive returns for the year, led by emerging markets debt which generated an annual return of 18.04%. As a further indication of risk sentiment, broad market performance, measured by the Barclays Capital U.S. Aggregate Bond Index, gained 4.22% for the year, while the riskier Barclays Capital U.S. Corporate High Yield - 2% Issuer Capped Index posted a gain of 15.77% for 2012.

The Fund outperformed its composite benchmark in 2012 (17.19% versus 16.75%). The Growth Equity Fund served as the key driver in the Fund’s relative outperformance for the year. The relative contribution of the remaining Fund allocations was flat to negative over the year.

The Fund attempted to achieve its objective by investing in the Select Funds. By investing in the Fund you will also incur the expenses and risks of the underlying Select Funds. The principal risks of the Fund will change depending on the asset mix of the Select Funds in which it invests. You may directly invest in the Select Funds. The Fund’s value will go up and down in response to changes in the share prices of the investments that it owns. It is possible to lose money by investing in the Fund. This Fund may be suitable for investors who have a long-term investment horizon, possess a relatively high tolerance for risk and want to diversify by adding an aggressive investment option that combines U.S. and international stocks. Foreign securities may be subject to greater risk than domestic securities due to currency volatility, reduced market liquidity and political and economic instability. Small company stocks are subject to greater risk than large company stocks due to more volatility and less liquidity.

Please see page 49 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

47

Aggressive Allocation Fund

Average Annual Total Returns as of 12/31/12
	GS4 Class*	Benchmark**
One Year	17.19%	16.75%
Five Year	-0.26%	0.54%
Ten Year	7.20%	8.08%
Inception Date	08/27/01
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	1.17%

⁽¹⁾The Fund’s shareholders indirectly bear the expenses of the GS4 Class shares of the Select Funds in which the Fund invests. Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph compares the results of a hypothetical $10,000 investment in the GS4 Class of the Fund for the 10 year period from December 31, 2002 to December 31, 2012, with all dividends and capital gains reinvested, with the Fund’s weighted composite benchmark index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**Represents a composite index consisting of the Russell 3000^® Index and the MSCI ACWI (All Country World Index) Ex-U.S. Index, weighted 60.00% and 40.00%, respectively.

The Russell 3000^® Index 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.

The MSCI ACWI (All Country World Index) Ex-U.S. Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed (excluding U.S.) and emerging markets.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

48

AGGRESSIVE ALLOCATION FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Shares	Value
MUTUAL FUNDS — 99.9%
GuideStone Money Market Fund (GS4 Class)¥	14,287,922			$14,287,922
GuideStone Value Equity Fund (GS4 Class)¥	11,795,205			190,846,412
GuideStone Growth Equity Fund (GS4 Class)¥	9,370,333			189,842,940
GuideStone Small Cap Equity Fund (GS4 Class)¥	2,686,598			42,824,378
GuideStone International Equity Fund (GS4 Class)¥	22,061,649			288,345,749
Total Mutual Funds (Cost $692,341,709)				726,147,401
TOTAL INVESTMENTS — 99.9% (Cost $692,341,709)				726,147,401
Other Assets in Excess of Liabilities — 0.1%				517,907
NET ASSETS — 100.0%			$	726,665,308

PORTFOLIO SUMMARY (based on net assets)

	%
Domestic Equity Funds		58.3
International Equity Fund		39.7
Futures Contracts		2.1
Money Market		1.9
		102.0

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value			Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Mutual Funds		$	726,147,401		$	726,147,401		$	—		$	—
Total Assets - Investments in Securities		$	726,147,401		$	726,147,401		$	—		$	—
Other Financial Instruments***
Futures Contracts		$	102,325		$	102,325		$	—		$	—
Total Assets - Other Financial Instruments		$	102,325		$	102,325		$	—		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

See Notes to Financial Statements. 49

STATEMENTS OF ASSETS AND LIABILITIES December 31, 2012

	Conservative Allocation Fund			Balanced Allocation Fund		Growth Allocation Fund		Aggressive Allocation Fund
Assets
Investments in securities of affiliated issuers, at value (1)	$	326,641,795		$	1,203,688,147	$	853,041,247	$	726,147,401
Cash collateral for derivatives		82,200			819,600		790,400		865,200
Receivables:
Dividends from affiliated funds		42			217		161		124
Investment securities sold		—			—		1,294		7,329
Fund shares sold		652,052			398,095		38,975		25,292
Variation margin on financial futures contracts		28,030			262,957		302,878		309,630
Prepaid expenses and other assets		8,896			9,611		8,150		7,297
Total Assets		327,413,015			1,205,178,627		854,183,105		727,362,273
Liabilities
Payables:
Fund shares redeemed		24,000			127,602		817,247		583,416
Accrued expenses:
Investment advisory fees		27,448			113,287		78,478		67,593
Other expenses		40,715			69,109		54,722		45,956
Total Liabilities		92,163			309,998		950,447		696,965
Net Assets	$	327,320,852		$	1,204,868,629	$	853,232,658	$	726,665,308
Net Assets Consist of:
Paid-in-capital	$	298,979,331		$	1,086,141,820	$	770,545,026	$	672,462,469
Undistributed net investment income		1,189			1,695		7,260		—
Undistributed (accumulated) net realized gain (loss) on investments and futures transactions		(711,610	)		7,760,646		14,533,266		20,294,822
Net unrealized appreciation (depreciation) on investments and futures		29,051,942			110,964,468		68,147,106		33,908,017
Net Assets	$	327,320,852		$	1,204,868,629	$	853,232,658	$	726,665,308
Net Asset Value:
$0.001 par value, unlimited shares authorized
Net assets applicable to the GS4 Class	$	327,320,852		$	1,204,868,629	$	853,232,658	$	726,665,308
GS4 shares outstanding		26,675,586			94,635,423		65,418,211		58,331,956
Net asset value, offering and redemption price per GS4 share	$	12.27		$	12.73	$	13.04	$	12.46
(1) Investments in securities of affiliated issuers, at cost	$	297,601,586		$	1,092,793,984	$	784,996,671	$	692,341,709

50 See Notes to Financial Statements.

STATEMENTS OF OPERATIONS For the Year Ended December 31, 2012

	Conservative Allocation Fund			Balanced Allocation Fund			Growth Allocation Fund			Aggressive Allocation Fund
Investment Income
Income dividends received from affiliated funds	$	4,349,840		$	19,311,907		$	10,755,500		$	7,403,813
Interest		—			446			345			311
Total Investment Income		4,349,840			19,312,353			10,755,845			7,404,124
Expenses
Investment advisory fees		312,747			1,193,236			851,536			732,543
Transfer agent fees:
GS4 shares		34,127			62,786			42,453			37,964
Custodian fees		15,198			30,654			27,580			20,816
Accounting and administration fees		20,966			65,603			48,333			41,964
Professional fees		41,303			41,303			41,303			41,309
Blue sky fees:
GS4 shares		16,157			17,503			17,199			16,938
Shareholder reporting fees:
GS4 shares		30,223			64,292			43,407			36,919
Trustee expenses		4,448			13,543			10,043			8,826
Line of credit facility fees		3,424			12,998			9,320			8,055
Other expenses		8,940			10,240			10,250			9,740
Total Expenses		487,533			1,512,158			1,101,424			955,074
Expenses waived/reimbursed(1)		(119,266	)		(117,270	)		(104,633	)		(97,258	)
Net Expenses		368,267			1,394,888			996,791			857,816
Net investment income		3,981,573			17,917,465			9,759,054			6,546,308
Realized and Unrealized Gain (Loss)
Capital gain distributions received from affiliated funds		3,922,603			20,739,188			16,957,373			15,495,043
Net realized gain on investment securities of affiliated issuers		274,209			10,622,832			4,753,371			11,961,768
Net realized gain on futures transactions		191,591			2,557,985			2,577,050			2,731,782
Net realized gain		4,388,403			33,920,005			24,287,794			30,188,593
Change in unrealized appreciation on investment securities of affiliated issuers		12,269,464			76,676,655			79,971,604			75,882,916
Change in unrealized appreciation (depreciation) on futures		248			(138,861	)		(175,018	)		(286,794	)
Net change in unrealized appreciation		12,269,712			76,537,794			79,796,586			75,596,122
Net Realized and Unrealized Gain		16,658,115			110,457,799			104,084,380			105,784,715
Net Increase in Net Assets Resulting from Operations	$	20,639,688		$	128,375,264		$	113,843,434		$	112,331,023

⁽¹⁾ See Note 3a and 3c in Notes to Financial Statements.

See Notes to Financial Statements. 51

STATEMENTS OF CHANGES IN NET ASSETS

	Conservative Allocation Fund						Balanced Allocation Fund
	For the Year Ended						For the Year Ended
	12/31/12			12/31/11			12/31/12			12/31/11
Operations:
Net investment income	$	3,981,573		$	4,065,834		$	17,917,465		$	18,557,083
Net realized gain on investment securities and futures transactions		4,388,403			102,554			33,920,005			19,720,584
Net change in unrealized appreciation (depreciation) on investment securities and futures		12,269,712			236,103			76,537,794			(26,824,077	)
Net increase (decrease) in net assets resulting from operations		20,639,688			4,404,491			128,375,264			11,453,590
Dividends and Distributions to Shareholders:
Dividends from net investment income(1)		(5,748,208	)		(4,792,770	)		(25,053,190	)		(23,283,553	)
Distributions from net realized capital gains		(780,975	)		(4,309,760	)		(14,173,968	)		(19,005,488	)
Total dividends and distributions		(6,529,183	)		(9,102,530	)		(39,227,158	)		(42,289,041	)
Capital Share Transactions:
Proceeds from GS4 shares sold		45,857,397			57,204,012			60,529,162			60,590,265
Reinvestment of dividends and distributions into GS4 shares		6,526,106			9,098,316			39,204,104			42,263,421
Value of GS4 shares redeemed		(32,409,160	)		(30,360,939	)		(81,287,742	)		(95,724,099	)
Net increase (decrease) from capital share transactions(2)		19,974,343			35,941,389			18,445,524			7,129,587
Total increase (decrease) in net assets		34,084,848			31,243,350			107,593,630			(23,705,864	)
Net Assets:
Beginning of Year		293,236,004			261,992,654			1,097,274,999			1,120,980,863
End of Year*	$	327,320,852		$	293,236,004		$	1,204,868,629		$	1,097,274,999
*Including undistributed net investment income	$	1,189		$	—		$	1,695		$	3,269

⁽¹⁾  Includes dividends paid from the short-term portion of capital gain distributions received from affiliated funds.

⁽²⁾  See Note 6 in Notes to Financial Statements.

52 See Notes to Financial Statements.

Growth Allocation Fund						Aggressive Allocation Fund
For the Year Ended						For the Year Ended
12/31/12			12/31/11			12/31/12			12/31/11
$	9,759,054		$	10,429,322		$	6,546,308		$	6,066,977
	24,287,794			10,125,554			30,188,593			7,554,619
	79,796,586			(39,424,655	)		75,596,122			(49,171,255	)
	113,843,434			(18,869,779	)		112,331,023			(35,549,659	)
	(11,303,246	)		(11,523,090	)		(6,549,181	)		(6,067,329	)
	(6,704,077	)		(13,505,147	)		(10,630,919	)		(11,387,493	)
	(18,007,323	)		(25,028,237	)		(17,180,100	)		(17,454,822	)
	31,477,784			33,158,753			76,004,191			31,839,557
	18,005,817			25,025,796			17,178,628			17,454,013
	(75,431,090	)		(72,868,581	)		(136,458,221	)		(66,992,296	)
	(25,947,489	)		(14,684,032	)		(43,275,402	)		(17,698,726	)
	69,888,622			(58,582,048	)		51,875,521			(70,703,207	)
	783,344,036			841,926,084			674,789,787			745,492,994
$	853,232,658		$	783,344,036		$	726,665,308		$	674,789,787
$	7,260		$	—		$	—		$	1,962

See Notes to Financial Statements. 53

FINANCIAL HIGHLIGHTS

For a Share Outstanding For the Years Ending December 31, unless otherwise indicated																									Ratios to Average Net Assets
	Net Asset Value, Beginning of Year		Net Investment Income (1)			Capital Gain Distribut- ions Received from Affiliated Funds			Realized and Unrealized Gain (Loss) on Investments			Dividends from Net Investment Income (2)			Distribu- tions from Net Realized Capital Gains			Net Asset Value, End of Year		Total Return			Net Assets, End of Year (000)		Expenses, Net(3)			Expenses, Gross (3)(4)			Investment Income, Net (1)(5)			Portfolio Turnover Rate
Conservative Allocation Fund
GS4 Class
2012	$	11.70	$	0.16	#	$	0.16		$	0.50		$	(0.22	)	$	(0.03	)	$	12.27		7.02	%	$	327,321		0.12	%		0.16	%		1.29	%		3	%
2011		11.87		0.18	#		0.05			(0.03	)		(0.19	)		(0.18	)		11.70		1.71			293,236		0.12			0.17			1.47			9
2010		11.39		0.18	#		0.08			0.56			(0.27	)		(0.07	)		11.87		7.19			261,993		0.12			0.15			1.57			19
2009		10.33		0.26	#		—	†		1.44			(0.26	)		(0.38	)		11.39		16.58			284,750		0.12			0.16			2.37			32
2008		13.02		0.42	#		0.03			(2.17	)		(0.42	)		(0.55	)		10.33		(13.11	)		246,617		0.12			0.15			3.36			17
Balanced Allocation Fund
GS4 Class
2012	$	11.77	$	0.19	#	$	0.22		$	0.97		$	(0.27	)	$	(0.15	)	$	12.73		11.79	%	$	1,204,869		0.12	%		0.13	%		1.54	%		3	%
2011		12.12		0.20	#		0.06			(0.14	)		(0.26	)		(0.21	)		11.77		1.01			1,097,275		0.12			0.13			1.65			16
2010		11.14		0.23	#		0.09			1.00			(0.34	)		—			12.12		11.87			1,120,981		0.12			0.12			1.95			17
2009		9.20		0.26	#		0.05			1.97			(0.27	)		(0.07	)		11.14		25.05			1,132,991		0.12			0.13			2.58			19
2008		14.13		0.39	#		0.13			(3.99	)		(0.43	)		(1.03	)		9.20		(24.41	)		905,743		0.12			0.13			3.05			19
Growth Allocation Fund
GS4 Class
2012	$	11.60	$	0.15	#	$	0.26		$	1.30		$	(0.17	)	$	(0.10	)	$	13.04		14.84	%	$	853,233		0.12	%		0.13	%		1.17	%		2	%
2011		12.28		0.16	#		0.03			(0.49	)		(0.17	)		(0.21	)		11.60		(2.39	)		783,344		0.12			0.14			1.26			10
2010		11.11		0.16	#		0.05			1.31			(0.27	)		(0.08	)		12.28		13.65			841,926		0.12			0.13			1.43			8
2009		8.86		0.18	#		0.02			2.25			(0.15	)		(0.05	)		11.11		27.96			840,810		0.12			0.13			1.88			11
2008		15.34		0.28	#		0.13			(5.50	)		(0.29	)		(1.10	)		8.86		(32.98	)		667,769		0.12			0.13			2.15			13
Aggressive Allocation Fund
GS4 Class
2012	$	10.89	$	0.11	#	$	0.26		$	1.50		$	(0.11	)	$	(0.19	)	$	12.46		17.19	%	$	726,665		0.12	%		0.13	%		0.91	%		5	%
2011		11.79		0.10	#	$	—	†		(0.71	)		(0.10	)		(0.19	)		10.89		(5.14	)		674,790		0.12			0.14			0.83			9
2010		10.43		0.10	#		—	†		1.48			(0.10	)		(0.12	)		11.79		15.16			745,493		0.12			0.13			0.91			1
2009		8.13		0.10	#		—	†		2.38			(0.10	)		(0.08	)		10.43		30.82			729,734		0.12			0.14			1.17			3
2008		16.31		0.16	#		0.12			(7.01	)		(0.14	)		(1.31	)		8.13		(41.05	)		547,313		0.12			0.13			1.21			7

  † Amount represents less than $0.005 per share.

  # Calculated using the average shares outstanding method.

(1) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(2) Includes dividends paid from the short-term portion of capital gain distributions received from affiliated Funds.

(3) Does not include expenses of the investment companies in which the Fund invests.

(4) The ratio excludes expenses waived/reimbursed net of amount recaptured.

(5) The ratio includes expenses waived (reimbursed net of amount recaptured) and fees paid indirectly, where applicable; if expenses waived (reimbursed net of amount recaptured) and fees paid indirectly were excluded, the ratio would have been lower (higher) than the ratio shown.

54 See Notes to Financial Statements.

Conservative Allocation Fund I

The Fund, through investments in the underlying Select Funds, combines a greater percentage of exposure to fixed income securities with a smaller percentage to equity securities. The Fund had a target of, but was not limited to, an asset allocation of 60.00% Fixed Income Select Funds, 18.88% U.S. Equity Select Funds, 6.12% Non-U.S. Equity Select Fund and 15.00% Real Return Select Fund.

As a fund of funds, its performance was based on the performance of the underlying Select Funds. The Fund generated a return of 7.07% for the one-year period ended December 31, 2012, benefiting from positive absolute performance of the underlying Fixed Income Select Funds, Equity Select Funds and Real Return Select Fund. The Fund’s absolute return was most positively influenced by its exposure to the Low-Duration Bond Fund, followed by exposure to the Value Equity Fund and International Equity Fund.

U.S. equity exposure continued to contribute positively to the performance of the Fund. The year began with a very impressive start with the S&P 500^® Index’s surging over 12.00% during the first quarter. As the year progressed, equities withstood a series of political and macroeconomic concerns to finish 2012 with a gain of 16.00%. Performance dispersion between U.S. equity and non-U.S. equity markets was not largely significant. Within U.S. equity markets, however, value-oriented equities provided a marginal benefit over growth-oriented equities for the year as measured by the Russell 1000^® Value Index and Russell 1000^® Growth Index. Both segments provided a material benefit to absolute performance.

Serving as a driving force for the market rally was continued support by the Federal Reserve to keep interest rates low and to encourage economic demand. Following this progression, U.S. consumer confidence and housing improved, China’s economy bounced back and accommodating monetary policies were announced in Europe. Consequently, the riskier segments within stocks and bonds benefited the most from this overall market optimism.

In addition to the Federal Reserve’s low interest rate policy, the bond market also benefited from an environment of low inflationary pressures and sluggish economic growth. All major bond market sectors posted positive returns for the year, led by emerging market debt which generated an annual return of 18.04%. As a further indication of risk sentiment, broad market performance, measured by the Barclays Capital U.S. Aggregate Bond Index, gained 4.22% for the year, while the riskier Barclays Capital U.S. Corporate High Yield - 2% Issuer Capped Index posted a gain of 15.77% for 2012.

The Fund outperformed its composite benchmark in 2012 (7.07% versus 5.41%). While the Low-Duration Bond Fund was the largest contributor to the Fund’s absolute return, it also served as the leading driver in the Fund’s relative outperformance during the year. At a target weight of approximately 7%, the Defensive Market Strategies Fund was the primary detractor within the Equity Select Funds. The Inflation-Protected Bond Fund also marginally detracted from relative performance over the period.

The Fund attempted to achieve its objective by investing in the Select Funds. By investing in the Fund you will also incur the expenses and risks of the underlying Select Funds. The principal risks of the Fund will change depending on the asset mix of the Select Funds in which it invests. You may directly invest in the Select Funds. The Fund’s value will go up and down in response to changes in the share prices of the investments that it owns. It is possible to lose money by investing in the Fund. The Fund may be suitable for investors who have a short—to medium-time investment horizon, possess a relatively low tolerance for risk and want some exposure to the growth potential of the stock market tempered by a larger allocation to short-term, fixed-income securities. This Fund is subject to interest rate risk. Meaning, when interest rates rise, the value of the existing bonds decrease and vice versa. Changes in interest rates have a bigger impact on long duration holdings than on short duration holdings.

Please see page 57 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

55

Conservative Allocation Fund I

Average Annual Total Returns as of 12/31/12
	GS2 Class*	Benchmark**
One Year	7.07%	5.41%
Five Year	3.59%	3.19%
Since Inception	4.56%	4.57%
Inception Date	07/01/03
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	0.77%

⁽¹⁾The Fund’s shareholders indirectly bear the expenses of the shares of the Select Funds in which the Fund invests. Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph compares the results of a hypothetical $10,000 investment in the GS2 Class of the Fund since July 1, 2003 (commencement of operations), with all dividends and capital gains reinvested, with the Fund’s weighted composite benchmark index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**Represents a composite index consisting of the Bank of America Merrill Lynch 1-3 Year Treasury Index, the Barclays Capital U.S. TIPS Index, the Russell 3000^® Index and the MSCI ACWI (All Country World Index) Ex-U.S. Index weighted 60.00%, 15.00%, 18.88%, and 6.12%, respectively.

The Bank of America Merrill Lynch 1-3 Year Treasury Index is composed of all U.S. Treasury notes and bonds with maturities greater than or equal to one year and less than three years.

The Barclays Capital U.S. TIPS Index measures the performance of the U.S. Treasury Inflation Protected Securities (“TIPS”) market and includes TIPS with one or more years remaining until maturity with total outstanding issue size of $500 million or more. The Russell 3000^® Index 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.

The MSCI ACWI (All Country World Index) Ex-U.S. Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed (excluding U.S.) and emerging markets.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

56

CONSERVATIVE ALLOCATION FUND I SCHEDULE OF INVESTMENTS December 31, 2012

	Shares		Value
MUTUAL FUNDS — 99.5%
GuideStone Money Market Fund (GS2 Class)¥		1,257,792		$	1,257,792
GuideStone Low-Duration Bond Fund (GS2 Class)¥		5,541,998			48,270,806
GuideStone Inflation Protected Bond Fund (GS4 Class)¥		1,052,620			11,841,975
GuideStone Defensive Market Strategies Fund (GS2 Class)¥		572,670			6,076,033
GuideStone Value Equity Fund (GS2 Class)¥		536,666			4,287,962
GuideStone Growth Equity Fund (GS2 Class)¥		350,939			4,277,949
GuideStone Small Cap Equity Fund (GS2 Class)¥		94,909			974,717
GuideStone International Equity Fund (GS2 Class)¥		530,737			5,286,140
Total Mutual Funds (Cost $78,906,110)					82,273,374
TOTAL INVESTMENTS — 99.5% (Cost $78,906,110)					82,273,374
Other Assets in Excess of Liabilities — 0.5%					444,788
NET ASSETS — 100.0%				$	82,718,162

PORTFOLIO SUMMARY (based on net assets)

	%
Bond Funds		72.7
Domestic Equity Funds		18.9
International Equity Fund		6.4
Money Market Fund		1.5
Futures Contracts		1.4
		100.9

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total     Value			Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Mutual Funds		$	82,273,374		$	82,273,374		$	—		$	—
Total Assets - Investments in Securities		$	82,273,374		$	82,273,374		$	—		$	—
Other Financial Instruments***
Futures Contracts		$	1,455		$	1,455		$	—		$	—
Total Assets - Other Financial Instruments		$	1,455		$	1,455		$	—		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

See Notes to Financial Statements. 57

Balanced Allocation Fund I

The Fund, through investments in the underlying Select Funds, combined approximately equal percentages to equity securities and fixed income securities. The Fund had a target of, but was not limited to, an asset allocation of 50.00% Fixed Income Select Funds, 36.00% U.S. Equity Select Funds and 14.00% Non-U.S. Equity Select Fund.

As a fund of funds, its performance was based on the performance of the underlying Select Funds. The Fund generated a return of 12.05% for the one-year period ending December 31, 2012, benefiting from positive absolute performance of the underlying Fixed Income Select Funds and Equity Select Funds. The Fund’s absolute return was most positively influenced by its exposure to the International Equity Fund. The Value Equity Fund and Growth Equity Fund also provided material benefits over the period.

U.S. equity exposure continued to contribute positively to the performance of the Fund. The year began with a very impressive start with the S&P 500^® Index’s surging over 12.00% during the first quarter. As the year progressed, equities withstood a series of political and macroeconomic concerns to finish 2012 with a gain of 16.00%. Performance dispersion between U.S. equity and non-U.S. equity markets was not largely significant. Within U.S. equity markets, however, value-oriented equities provided a marginal benefit over growth-oriented equities for the year as measured by the Russell 1000^® Value Index and Russell 1000^® Growth Index. Both segments provided a material benefit to absolute performance.

Serving as a driving force for the market rally was continued support by the Federal Reserve to keep interest rates low and to encourage economic demand. Following this progression, U.S. consumer confidence and housing improved, China’s economy bounced back and accommodating monetary policies were announced in Europe. Consequently, the riskier segments within stocks and bonds benefited the most from this overall market optimism.

In addition to the Federal Reserve’s low interest rate policy, the bond market also benefited from an environment of low inflationary pressures and sluggish economic growth. All major bond market sectors posted positive returns for the year, led by emerging markets debt which generated an annual return of 18.04%. As a further indication of risk sentiment, broad market performance, measured by the Barclays Capital U.S. Aggregate Bond Index, gained 4.22% for the year, while the riskier Barclays Capital U.S. Corporate High Yield - 2% Issuer Capped Index posted a gain of 15.77% for 2012.

The Fund outperformed its composite benchmark in 2012 (12.05% versus 10.47%), as the Fixed Income Select Funds contributed positively. Notably, the primary source of outperformance came from the Medium–Duration Bond Fund allocation. The remaining Fixed Income Select Funds also had a positive impact over the period. Within the U.S. Equity Select Funds, both the Value Equity Fund and Small Cap Equity Fund were relatively flat to negative versus their benchmarks.

The Fund attempted to achieve its objective by investing in the Select Funds. By investing in the Fund you will also incur the expenses and risks of the underlying Select Funds. The principal risks of the Fund will change depending on the asset mix of the Select Funds in which it invests. You may directly invest in the Select Funds. The Fund’s value will go up and down in response to changes in the share prices of the investments that it owns. It is possible to lose money by investing in the Fund. This Fund may be suitable for investors who have a medium - to long-term investment horizon, possess a moderate tolerance for risk, and seek to participate in the return potential of stocks but want to achieve this result more slowly and with less volatility through a balanced allocation of fixed-income and equity investments.

Please see page 60 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

58

Balanced Allocation Fund I

Average Annual Total Returns as of 12/31/12
	GS2 Class*	Benchmark**
One Year	12.05%	10.47%
Five Year	3.80%	3.84%
Since Inception	6.38%	6.55%
Inception Date	07/01/03
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	0.81%

⁽¹⁾The Fund’s shareholders indirectly bear the expenses of the shares of the Select Funds in which the Fund invests. Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph compares the results of a hypothetical $10,000 investment in the GS2 Class of the Fund since July 1, 2003 (commencement of operations), with all dividends and capital gains reinvested, with the Fund’s weighted composite benchmark index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**Represents a composite index consisting of the Barclays Capital U.S. Aggregate Bond Index, the Russell 3000^® Index and the MSCI ACWI (All Country World Index) Ex-U.S. Index, weighted 50%, 36% and 14%, respectively.

The Barclays Capital U.S. Aggregate Bond Index represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities.

The Russell 3000^® Index 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.

The MSCI ACWI (All Country World Index) Ex-U.S. Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed (excluding U.S.) and emerging markets.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

59

BALANCED ALLOCATION FUND I SCHEDULE OF INVESTMENTS December 31, 2012

	Shares		Value
MUTUAL FUNDS — 99.9%
GuideStone Money Market Fund (GS2 Class)¥		6,348,888		$	6,348,888
GuideStone Low-Duration Bond Fund (GS2 Class)¥		5,666,264			49,353,157
GuideStone Medium-Duration Bond Fund (GS2 Class)¥		9,736,520			71,271,324
GuideStone Extended-Duration Bond Fund (GS2 Class)¥		4,541,694			28,885,176
GuideStone Global Bond Fund (GS4 Class)¥		1,629,106			16,910,122
GuideStone Defensive Market Strategies Fund (GS2 Class)¥		3,141,916			33,335,730
GuideStone Value Equity Fund (GS2 Class)¥		5,082,558			40,609,639
GuideStone Growth Equity Fund (GS2 Class)¥		3,287,366			40,072,993
GuideStone Small Cap Equity Fund (GS2 Class)¥		914,281			9,389,671
GuideStone International Equity Fund (GS2 Class)¥		4,895,236			48,756,549
Total Mutual Funds (Cost $329,392,992)					344,933,249
TOTAL INVESTMENTS — 99.9% (Cost $329,392,992)					344,933,249
Other Assets in Excess of Liabilities — 0.1%					321,238
NET ASSETS — 100.0%				$	345,254,487

PORTFOLIO SUMMARY (based on net assets)

	%
Bond Funds		48.2
Domestic Equity Funds		35.7
International Equity Fund		14.2
Money Market Fund		1.8
Futures Contracts		1.7
		101.6

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value			Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Mutual Funds		$	344,933,249		$	344,933,249		$	—		$	—
Total Assets - Investments in Securities		$	344,933,249		$	344,933,249		$	—		$	—
Other Financial Instruments***
Futures Contracts		$	13,670		$	13,670		$	—		$	—
Total Assets - Other Financial Instruments		$	13,670		$	13,670		$	—		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

60 See Notes to Financial Statements.

Growth Allocation Fund I

The Fund, through investments in the underlying Select Funds, combined a greater percentage of exposure to equity securities with a smaller percentage to fixed income securities. The Fund had a target of, but was not limited to, an asset allocation of 25.00% Fixed Income Select Funds, 48.75% U.S. Equity Select Funds and 26.25% Non-U.S. Equity Select Fund.

As a fund of funds, its performance was based on the performance of the underlying Select Funds. The Fund generated a return of 15.09% for the one-year period ended December 31, 2012, benefiting from positive absolute performance of the underlying Fixed Income Select Funds and Equity Select Funds. The Fund’s absolute return was most positively influenced by its exposure to the International Equity Fund. The Value Equity Fund and Growth Equity Fund also provided material benefits over the period.

U.S. equity exposure continued to contribute positively to the performance of the Fund. The year began with a very impressive start with the S&P 500^® Index’s surging over 12.00% during the first quarter. As the year progressed, equities withstood a series of political and macroeconomic concerns to finish 2012 with a gain of 16.00%. Performance dispersion between U.S. equity and non-U.S. equity markets was not largely significant. Within U.S. equity markets, however, value-oriented equities provided a marginal benefit over growth-oriented equities for the year as measured by the Russell 1000^® Value Index and Russell 1000^® Growth Index. Both segments provided a material benefit to absolute performance.

Serving as a driving force for the market rally was continued support by the Federal Reserve to keep interest rates low and to encourage economic demand. Following this progression, U.S. consumer confidence and housing improved, China’s economy bounced back and accommodating monetary policies were announced in Europe. Consequently, the riskier segments within stocks and bonds benefited the most from this overall market optimism.

In addition to the Federal Reserve’s low interest rate policy, the bond market also benefited from an environment of low inflationary pressures and sluggish economic growth. All major bond market sectors posted positive returns for the year, led by emerging markets debt which generated an annual return of 18.04%. As a further indication of risk sentiment, broad market performance, measured by the Barclays Capital U.S. Aggregate Bond Index, gained 4.22% for the year, while the riskier Barclays Capital U.S. Corporate High Yield - 2% Issuer Capped Index posted a gain of 15.77% for 2012.

The Fund outperformed its composite benchmark in 2012 (15.09% versus 13.60%). The largest detractor to the Fund’s relative performance was exposure to the Value Equity Fund, which trailed its respective benchmark due to security selection. The Fund’s relative performance was positively impacted by exposure to the Growth Equity Fund.

The Fund attempted to achieve its objective by investing in the Select Funds. By investing in the Fund you will also incur the expenses and risks of the underlying Select Funds. The principal risks of the Fund will change depending on the asset mix of the Select Funds in which it invests. You may directly invest in the Select Funds. The Fund’s value will go up and down in response to changes in the share prices of the investments that it owns. It is possible to lose money by investing in the Fund. This Fund may be suitable for investors who have a long-term investment horizon, possess a relatively high tolerance for risk and seek to participate in the return potential of stocks at a slightly lower risk level than an all stock portfolio. Foreign securities may be subject to greater risk than domestic securities due to currency volatility, reduced market liquidity and political and economic instability. Small company stocks are subject to greater risk than large company stocks due to more volatility and less liquidity. This Fund is subject to interest rate risk. Meaning, when interest rates rise, the value of the existing bonds decrease and vice versa. Changes in interest rates have a bigger impact on long duration holdings than on short duration holdings.

Please see page 63 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

61

Growth Allocation Fund I

Average Annual Total Returns as of 12/31/12
	GS2 Class*	Benchmark**
One Year	15.09%	13.60%
Five Year	1.96%	2.27%
Since Inception	6.49%	6.95%
Inception Date	07/01/03
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	0.90%

⁽¹⁾The Fund’s shareholders indirectly bear the expenses of the shares of the Select Funds in which the Fund invests. Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph compares the results of a hypothetical $10,000 investment in the GS2 Class of the Fund since July 1, 2003 (commencement of operations), with all dividends and capital gains reinvested, with the Fund’s weighted composite benchmark index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**Represents a composite index consisting of the Barclays Capital U.S. Aggregate Bond Index, the Russell 3000^® Index, and the MSCI ACWI (All Country World Index) Ex-U.S. Index, weighted 25.00%, 48.75% and 26.25%, respectively.

The Barclays U.S. Capital Aggregate Bond Index represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment grade fixed-rate bond market, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities.

The Russell 3000^® Index 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.

The MSCI ACWI (All Country World Index) Ex-U.S. Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed (excluding U.S.) and emerging markets.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

62

GROWTH ALLOCATION FUND I SCHEDULE OF INVESTMENTS December 31, 2012

	Shares		Value
MUTUAL FUNDS — 100.0%
GuideStone Money Market Fund (GS2 Class)¥		3,753,596		$	3,753,596
GuideStone Low-Duration Bond Fund (GS2 Class)¥		1,731,781			15,083,811
GuideStone Medium-Duration Bond Fund (GS2 Class)¥		3,003,066			21,982,444
GuideStone Extended-Duration Bond Fund (GS2 Class)¥		1,404,001			8,929,444
GuideStone Global Bond Fund (GS4 Class)¥		507,422			5,267,041
GuideStone Value Equity Fund (GS2 Class)¥		5,868,492			46,889,255
GuideStone Growth Equity Fund (GS2 Class)¥		3,796,802			46,283,021
GuideStone Small Cap Equity Fund (GS2 Class)¥		1,048,745			10,770,610
GuideStone International Equity Fund (GS2 Class)¥		5,751,728			57,287,210
Total Mutual Funds (Cost $213,246,537)					216,246,432
TOTAL INVESTMENTS — 100.0% (Cost $213,246,537)					216,246,432
Other Assets in Excess of Liabilities — 0.0%					84,448
NET ASSETS — 100.0%				$	216,330,880

PORTFOLIO SUMMARY (based on net assets)

	%
Domestic Equity Funds		48.1
International Equity Fund		26.5
Bond Funds		23.7
Futures Contracts		1.7
Money Market Fund		1.7
		101.7

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value			Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Mutual Funds		$	216,246,432		$	216,246,432		$	—		$	—
Total Assets - Investments in Securities		$	216,246,432		$	216,246,432		$	—		$	—
Other Financial Instruments***
Futures Contracts		$	20,636		$	20,636		$	—		$	—
Total Assets - Other Financial Instruments		$	20,636		$	20,636		$	—		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

See Notes to Financial Statements. 63

Aggressive Allocation Fund I

The Fund, through investments in the underlying Select Funds, combined a greater percentage of exposure to U.S. equity securities with a smaller percentage to non-U.S. equity securities. The Fund had a target of, but was not limited to, an asset allocation of 60.00% U.S. Equity Select Funds and 40.00% Non-U.S. Select Fund.

As a fund of funds, its performance was based on the performance of the underlying Select Funds. The Fund generated an return of 17.31% for the one-year period ended December 31, 2012, as absolute performance was largely attributable to exposure to the International Equity Fund.

U.S. equity exposure continued to contribute positively to the performance of the Fund. The year began with a very impressive start with the S&P 500^® Index’s surging over 12% during the first quarter. As the year progressed, equities withstood a series of political and macroeconomic concerns to finish 2012 with a gain of 16.00%. Performance dispersion between U.S. equity and non-U.S. equity markets was not largely significant. Within U.S. equity markets, however, value-oriented equities provided a marginal benefit over growth-oriented equities for the year as measured by the Russell 1000^® Value Index and Russell 1000^® Growth Index. Both segments provided a material benefit to absolute performance.

Serving as a driving force for the market rally was continued support by the Federal Reserve to keep interest rates low and to encourage economic demand. Following this progression, U.S. consumer confidence and housing improved, China’s economy bounced back and accommodating monetary policies were announced in Europe. Consequently, the riskier segments within stocks and bonds benefited the most from this overall market optimism.

In addition to the Federal Reserve’s low interest rate policy, the bond market also benefited from an environment of low inflationary pressures and sluggish economic growth. All major bond market sectors posted positive returns for the year, led by emerging markets debt which generated an annual return of 18.04%. As a further indication of risk sentiment, broad market performance, measured by the Barclays Capital U.S. Aggregate Bond Index, gained 4.22% for the year, while the riskier Barclays Capital U.S. Corporate High Yield - 2% Issuer Capped Index posted a gain of 15.77% for 2012.

The Fund outperformed its composite benchmark in 2012 (17.31% versus 16.75%). The Growth Equity Fund served as the key driver in the Fund’s relative outperformance for the year. The relative contribution of the remaining Fund allocations was flat to negative over the year.

The Fund attempted to achieve its objective by investing in the Select Funds. By investing in the Fund you will also incur the expenses and risks of the underlying Select Funds. The principal risks of the Fund will change depending on the asset mix of the Select Funds in which it invests. You may directly invest in the Select Funds. The Fund’s value will go up and down in response to changes in the share prices of the investments that it owns. It is possible to lose money by investing in the Fund. This Fund may be suitable for investors who have a long-term investment horizon, possess a relatively high tolerance for risk and want to diversify by adding an aggressive investment option that combines U.S. and international stocks. Foreign securities may be subject to greater risk than domestic securities due to currency volatility, reduced market liquidity and political and economic instability. Small company stocks are subject to greater risk than large company stocks due to more volatility and less liquidity.

Please see page 66 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

64

Aggressive Allocation Fund I

Average Annual Total Returns as of 12/31/12
	GS2 Class*	Benchmark**
One year	17.31%	16.75%
Five year	-0.11%	0.54%
Since Inception	6.39%	7.22%
Inception Date	07/01/03
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	1.01%

⁽¹⁾The Fund’s shareholders indirectly bear the expenses of the GS2 Class shares of the Select Funds in which the Fund invests. Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph compares the results of a hypothetical $10,000 investment in the GS2 Class of the Fund since July 1, 2003 (commencement of operations), with all dividends and capital gains reinvested, with the Fund’s weighted composite benchmark index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**Represents a composite index consisting of the Russell 3000^® Index and the MSCI ACWI (All Country World Index) Ex-U.S. Index, weighted 60.00% and 40.00%, respectively.

The Russell 3000^® Index 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.

The MSCI ACWI (All Country World Index) Ex-U.S. Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed (excluding U.S.) and emerging markets.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

65

AGGRESSIVE ALLOCATION FUND I SCHEDULE OF INVESTMENTS December 31, 2012

	Shares		Value
MUTUAL FUNDS — 99.9%
GuideStone Money Market Fund (GS2 Class)¥		2,213,460	$		2,213,460
GuideStone Value Equity Fund (GS2 Class)¥		4,710,483			37,636,761
GuideStone Growth Equity Fund (GS2 Class)¥		3,072,629			37,455,347
GuideStone Small Cap Equity Fund (GS2 Class)¥		823,389			8,456,203
GuideStone International Equity Fund (GS2 Class)¥		5,714,516			56,916,582
Total Mutual Funds (Cost $147,996,365)					142,678,353
TOTAL INVESTMENTS — 99.9% (Cost $147,996,365)					142,678,353
Other Assets in Excess of Liabilities — 0.1%					152,424
NET ASSETS — 100.0%				$	142,830,777

PORTFOLIO SUMMARY (based on net assets)

	%
Domestic Equity Funds		58.5
International Equity Fund		39.9
Futures Contracts		1.6
Money Market Fund		1.5
		101.5

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value			Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Mutual Funds		$	142,678,353		$	142,678,353		$	—		$	—
Total Assets - Investments in Securities		$	142,678,353		$	142,678,353		$	—		$	—
Other Financial Instruments***
Futures Contracts		$	17,731		$	17,731		$	—		$	—
Total Assets - Other Financial Instruments		$	17,731		$	17,731		$	—		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

66 See Notes to Financial Statements.

STATEMENTS OF ASSETS AND LIABILITIES December 31, 2012

	Conservative Allocation Fund I			Balanced Allocation Fund I			Growth Allocation Fund I			Aggressive Allocation Fund I
Assets
Investments in securities of affiliated issuers, at value (1)	$	82,273,374		$	344,933,249		$	216,246,432		$	142,678,353
Cash collateral for derivatives		50,400			209,550			221,950			152,000
Receivables:
Dividends from affiliated funds		73			334			202			134
Investment securities sold		—			—			—			3,436
Fund shares sold		409,490			98,084			627			344
Variation margin on financial futures contracts		6,430			63,206			58,996			47,055
Prepaid expenses and other assets		6,887			6,610			6,610			6,610
Total Assets		82,746,654			345,311,033			216,534,817			142,887,932
Liabilities
Payables:
Fund shares redeemed		—			—			159,920			21,184
Accrued expenses:
Investment advisory fees		5,555			29,531			18,527			12,496
Other expenses		22,937			27,015			25,490			23,475
Total Liabilities		28,492			56,546			203,937			57,155
Net Assets	$	82,718,162		$	345,254,487		$	216,330,880		$	142,830,777
Net Assets Consist of:
Paid-in-capital	$	84,387,158		$	368,405,464		$	233,642,234		$	164,382,258
Undistributed net investment income		705,405			5,274,456			1,465,336			2,572,546
Accumulated net realized loss on investments and futures transactions		(5,743,120	)		(43,979,360	)		(21,797,221	)		(18,823,746	)
Net unrealized appreciation (depreciation) on investments and futures		3,368,719			15,553,927			3,020,531			(5,300,281	)
Net Assets	$	82,718,162		$	345,254,487		$	216,330,880		$	142,830,777
Net Asset Value:
$0.001 par value, unlimited shares authorized
Net assets applicable to the GS2 Class	$	82,718,162		$	345,254,487		$	216,330,880		$	142,830,777
GS2 shares outstanding		8,481,297			34,331,237			20,218,940			12,705,324
Net asset value, offering and redemption price per GS2 share	$	9.75		$	10.06		$	10.70		$	11.24
(1) Investments in securities of affiliated issuers, at cost	$	78,906,110		$	329,392,992		$	213,246,537		$	147,996,365

See Notes to Financial Statements. 67

STATEMENTS OF OPERATIONS For the Year Ended December 31, 2012

	Conservative Allocation Fund I			Balanced Allocation Fund I			Growth Allocation Fund I			Aggressive Allocation Fund I
Investment Income
Income dividends received from affiliated funds	$	1,769,732		$	10,607,277		$	5,367,121		$	2,782,582
Total Investment Income		1,769,732			10,607,277			5,367,121			2,782,582
Expenses
Investment advisory fees		79,663			338,404			213,351			140,346
Transfer agent fees:
GS2 Shares		3,972			4,073			3,913			3,916
Custodian fees		12,944			21,867			20,010			12,333
Accounting and administration fees		8,699			22,112			15,710			11,654
Professional fees		41,305			41,313			41,308			41,305
Blue sky fees:
GS2 Shares		4,138			4,015			4,015			4,015
Shareholder reporting fees		616			832			479			495
Trustee expenses		2,033			4,721			3,425			2,667
Line of credit facility fees		877			3,692			2,332			1,539
Other expenses		8,940			8,940			8,940			8,940
Total Expenses		163,187			449,969			313,483			227,210
Expenses waived/reimbursed net of amount recaptured(1)		(42,753	)		—			2,458			(17,895	)
Net expenses		120,434			449,969			315,941			209,315
Net investment income		1,649,298			10,157,308			5,051,180			2,573,267
Realized and Unrealized Gain (Loss)
Capital gain distributions received from affiliated funds		1,248,565			9,963,465			7,176,735			4,805,572
Net realized gain (loss) on investment securities of affiliated issuers		882,856			(3,062,916	)		(4,102,306	)		(2,995,503	)
Net realized gain on futures transactions		39,169			657,790			521,779			419,325
Net realized gain		2,170,590			7,558,339			3,596,208			2,229,394
Change in unrealized appreciation on investment securities of affiliated issuers		1,523,014			19,586,124			20,644,379			17,164,415
Change in unrealized depreciation on futures		(2,742	)		(96,690	)		(74,714	)		(61,412	)
Net change in unrealized appreciation		1,520,272			19,489,434			20,569,665			17,103,003
Net Realized and Unrealized Gain		3,690,862			27,047,773			24,165,873			19,332,397
Net Increase in Net Assets Resulting from Operations	$	5,340,160		$	37,205,081		$	29,217,053		$	21,905,664

⁽¹⁾ See Note 3a and 3c in Notes to Financial Statements.

68 See Notes to Financial Statements.

STATEMENTS OF CHANGES IN NET ASSETS

	Conservative Allocation Fund I						Balanced Allocation Fund I
	For the Year Ended						For the Year Ended
	12/31/12			12/31/11			12/31/12			12/31/11
Operations:
Net investment income	$	1,649,298		$	1,701,463		$	10,157,308		$	10,860,289
Net realized gain (loss) on investment securities and futures transactions		2,170,590			(51,979	)		7,558,339			(15,227,675	)
Net change in unrealized appreciation (depreciation) on investment securities and futures		1,520,272			(316,884	)		19,489,434			7,866,278
Net increase (decrease) in net assets resulting from operations		5,340,160			1,332,600			37,205,081			3,498,892
Dividends to Shareholders:
Dividends from net investment income(1)		(2,141,071	)		(1,925,326	)		(13,614,253	)		(12,643,249	)
Total dividends		(2,141,071	)		(1,925,326	)		(13,614,253	)		(12,643,249	)
Capital Share Transactions:
Proceeds from GS2 shares sold		12,716,837			18,399,863			20,064,388			20,439,001
Reinvestment of dividends and distributions into GS2 shares		2,125,628			1,921,753			13,566,365			12,613,592
Value of GS2 shares redeemed		(9,464,251	)		(17,513,547	)		(22,233,722	)		(61,130,637	)
Net increase (decrease) from capital share transactions(2)		5,378,214			2,808,069			11,397,031			(28,078,044	)
Total increase (decrease) in net assets		8,577,303			2,215,343			34,987,859			(37,222,401	)
Net Assets:
Beginning of Year		74,140,859			71,925,516			310,266,628			347,489,029
End of Year*	$	82,718,162		$	74,140,859		$	345,254,487		$	310,266,628
*Including undistributed net investment income	$	705,405		$	710,653		$	5,274,456		$	5,272,598

⁽¹⁾ Includes dividends paid from the short-term portion of capital gain distributions received from affiliated funds.

⁽²⁾ See Note 6 in Notes to Financial Statements.

See Notes to Financial Statements. 69

Growth Allocation Fund I					Aggressive Allocation Fund I
For the Year Ended					For the Year Ended
12/31/12		12/31/11			12/31/12			12/31/11
$	5,051,180	$	5,362,632		$	2,573,267		$	2,287,649
	3,596,208		(12,340,493	)		2,229,394			(9,111,059	)
	20,569,665		1,469,485			17,103,003			(846,186	)
	29,217,053		(5,508,376	)		21,905,664			(7,669,596	)
	(5,883,636)		(5,922,267	)		(2,288,303	)		(2,389,446	)
	(5,883,636)		(5,922,267	)		(2,288,303	)		(2,389,446	)
	10,082,428		10,889,257			6,044,994			7,071,127
	5,877,919		5,901,738			2,286,963			2,387,924
	(20,845,946)		(41,034,407	)		(14,584,673	)		(27,243,948	)
	(4,885,599)		(24,243,412	)		(6,252,716	)		(17,784,897	)
	18,447,818		(35,674,055	)		13,364,645			(27,843,939	)
	197,883,062		233,557,117			129,466,132			157,310,071
$	216,330,880	$	197,883,062		$	142,830,777		$	129,466,132
$	1,465,336	$	1,464,387		$	2,572,546		$	2,287,519

70 See Notes to Financial Statements.

FINANCIAL HIGHLIGHTS

For a Share Outstanding For the Years Ending December 31, unless otherwise indicated																									Ratios to Average Net Assets
	Net Asset Value, Beginning of Year		Net Investment Income (1)			Capital Gain Distribu- tions Received from Affiliated Funds			Realized and Unrealized Gain (Loss) on Investments			Dividends from Net Investment Income (2)			Distribu- tions from Net Realized Capital Gains			Net Asset Value, End of Year		Total Return			Net Assets, End of Year (000)		Expenses, Net(3)			Expenses, Gross (3)(4)			Investment Income, Net (1)(5)			Portfolio Turnover Rate
Conservative Allocation Fund I
GS2 Class
2012	$	9.35	$	0.20	#	$	0.15		$	0.31		$	(0.26	)	$	—		$	9.75		7.07	%	$	82,718		0.15	%		0.21	%		2.10	%		8	%
2011		9.42		0.22	#		0.05			(0.09	)		(0.25	)		—			9.35		1.92			74,141		0.15			0.24			2.26			26
2010		9.06		0.23	#		0.10			0.33			(0.30	)		—			9.42		7.25			71,926		0.15			0.20			2.50			12
2009		8.00		0.32	#		—	†		1.05			(0.31	)		—			9.06		17.13			64,230		0.15			0.23			3.70			35
2008		9.86		0.49			0.03			(1.81	)		(0.39	)		(0.18	)		8.00		(12.98	)		54,317		0.15			0.22			5.21			25
Balanced Allocation Fund I
GS2 Class
2012	$	9.35	$	0.31	#	$	0.30		$	0.51		$	(0.41	)	$	—		$	10.06		12.05	%	$	345,254		0.14	%		0.14	%		3.06	%		5	%
2011		9.64		0.31	#		0.11			(0.31	)		(0.40	)		—			9.35		1.14			310,267		0.14			0.14			3.14			18
2010		9.00		0.33	#		0.15			0.60			(0.44	)		—			9.64		12.04			347,489		0.13			0.13			3.56			19
2009		7.53		0.37	#		0.08			1.46			(0.44	)		—			9.00		25.28			326,676		0.14			0.14			4.46			20
2008		11.07		0.51	#		0.17			(3.38	)		(0.42	)		(0.42	)		7.53		(24.26	)		260,123		0.14			0.14			5.16			23
Growth Allocation Fund I
GS2 Class
2012	$	9.56	$	0.25	#	$	0.36		$	0.83		$	(0.30	)	$	—		$	10.70		15.09	%	$	216,331		0.15	%		0.15	%		2.41	%		4	%
2011		10.08		0.24	#		0.05			(0.51	)		(0.30	)		—			9.56		(2.21	)		197,883		0.15			0.15			2.34			13
2010		9.13		0.24	#		0.07			0.94			(0.30	)		—			10.08		13.68			233,557		0.14			0.14			2.60			13
2009		7.35		0.26	#		0.04			1.78			(0.30	)		—			9.13		28.22			209,059		0.15			0.15			3.28			13
2008		12.53		0.39	#		0.16			(4.69	)		(0.34	)		(0.70	)		7.35		(32.82	)		161,815		0.15			0.14			3.65			18
Aggressive Allocation Fund I
GS2 Class
2012	$	9.74	$	0.20	#	$	0.37		$	1.11		$	(0.18	)	$	—		$	11.24		17.31	%	$	142,831		0.15	%		0.16	%		1.87	%		8	%
2011		10.44		0.16	#		0.01			(0.69	)		(0.18	)		—			9.74		(4.93	)		129,466		0.15			0.18			1.51			9
2010		9.21		0.16	#		—	†		1.24			(0.17	)		—			10.44		15.23			157,310		0.15			0.16			1.67			5
2009		7.20		0.16	#		—	†		2.06			(0.21	)		—			9.21		30.87			143,264		0.15			0.17			2.10			5
2008		14.07		0.24	#		0.14			(6.15	)		—			(1.10	)		7.20		(40.87	)		109,556		0.15			0.16			2.08			10

† Amount represents less than $0.005 per share.

# Calculated using the average shares outstanding method.

(1) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(2) Includes dividends paid from the short-term portion of capital gain distributions received from affiliated Funds.

(3) Does not include expenses of the investment companies in which the Fund invests.

(4) The ratio excludes expenses waived/reimbursed net of amount recaptured.

(5) The ratio includes expenses waived (reimbursed net of amount recaptured) and fees paid indirectly, where applicable; if expenses waived (reimbursed net of amount recaptured) and fees paid indirectly were excluded, the ratio would have been lower (higher) than the ratio shown.

See Notes to Financial Statements. 71

Money Market Fund

During 2012, the Federal Reserve maintained a near zero percent interest rate policy to keep borrowing costs low in a concerted effort to stimulate economic growth, thus keeping short-term rates at historically low levels. At its regularly scheduled Federal Open Market Committee meeting in December, the Federal Reserve announced its intention to maintain an exceptionally low federal funds rate as long as the unemployment rate remained above 6.5% and short-term inflation was no higher than 2.5%. These targets gave the markets guidance related to monetary policy based on specific economic thresholds, which was much different than the previous forward guidance methodology. During the year, the Federal Reserve also implemented unconventional means to stimulate the domestic economy, including Operation Twist and the third round of quantitative easing (QE3). Expectations were for monetary policy to remain very accommodative over the near-term which may continue to result in a low, short-term yield environment.

Given the environment of historically low interest rates, money market funds (which are lenders to borrowers at short-term interest rates) experienced another year of low returns. At the end of 2012, the 90-day U.S. Treasury bill was yielding a very modest 0.04%. The low yield environment, coupled with the regulatory constraints of Rule 2a-7 of the Investment Company Act of 1940, made it extraordinarily difficult for money market funds across the industry to post positive returns after paying expenses.

The Fund was actively managed and invested in a broad range of high quality, short-term money market instruments denominated exclusively in U.S. dollars. The Fund sought to maintain, but did not guarantee, a stable per share price of $1.00, while paying monthly dividends based on the daily account value. The GS4 Class of the Fund returned 0.01% for the one-year period ended December 31, 2012, as compared to a 0.07% return for the Citigroup 3-Month Treasury Bill Index (benchmark index). The Fund’s underperformance was due to the impact of Fund expenses as the low-rate environment provided little opportunity to generate returns sufficient to cover expenses and outpace the benchmark index. In the midst of the difficult interest rate and economic environment, the management of the Fund remained true to its primary objectives of preservation of capital and liquidity versus sacrificing quality in an effort to “stretch for incremental yield.” Throughout the year, the Fund remained well diversified across many sectors including floating rate notes, certificates of deposits, time deposits, commercial paper, U.S. Treasuries and agency obligations. At year-end, the Fund’s weighted average maturity was 53 days.

This Fund may be suitable for investors who have a short-term investment horizon, seek to maintain a stable dollar value for their investment and can accept a long-term rate of return that may be lower than other fixed income and stock investments.

An investment in the Fund is not insured or guaranteed by the Federal Depository Insurance Corporation or any other governmental agency. Although the Fund seeks to maintain a value of $1.00 per share, it is possible to lose money.

Please see page 76 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

72

Money Market Fund

Average Annual Total Returns as of 12/31/12
	GS2 Class*	GS4 Class*	Benchmark**
One Year	0.10%	0.01%	0.07%
Five Year	0.75%	0.61%	0.45%
Ten Year	1.91%	1.74%	1.69%
Inception Date	08/27/01	08/27/01
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	0.19%	0.42%

Yield as of 12/31/12(2)
	GS2 Class*	GS4 Class*
7-Day Annualized Yield (Net)	0.07%	0.01%
7-Day Annualized Yield (Gross)	0.24%	0.24%

⁽¹⁾  Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

⁽²⁾  Yield for the Money Market Fund represents the annualization of the Fund’s declared dividends over the period indicated, excluding capital gains distributions. The yield more closely reflects the current earnings of the Fund than the total return. Gross Yield reflects the yield without fee waivers in effect.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. Investment return will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The yield for the Money Market Fund represents annualization of the Fund’s declared dividends over the period indicated, excluding capital gains distributions. The 7-day annualized yield more closely reflects the current earnings of the Fund than the total return.

The graph compares the results of a hypothetical $10,000 investment in the GS4 Class of the Fund for the 10 year period from December 31, 2002 to December 31, 2012, with all dividends and capital gains reinvested, with the Citigroup 3-Month Treasury Bill Index.

*These performance figures reflect expense waivers by the Fund’s investment adviser. Without these waivers, performance would have been lower. Performance figures shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**The Citigroup 3-Month Treasury Bill Index is an unmanaged index that is generally representative of 3-month U.S. Treasury bills, consisting of an average of the last 3-month U.S. Treasury bill issues.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

73

MONEY MARKET FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Par		Value
AGENCY OBLIGATIONS — 9.3%
Federal Home Loan Bank
0.17%, 05/08/13	$	8,000,000		$	7,995,202
0.15%, 06/12/13		45,000,000			44,970,187
Federal Home Loan Mortgage Corporation
0.40%, 01/02/13†		15,500,000			15,497,901
0.15%, 01/14/13†		36,800,000			36,784,416
Federal National Mortgage Association
0.17%, 05/08/13		10,000,000			9,994,109
Total Agency Obligations (Cost $115,241,815)					115,241,815
CERTIFICATES OF DEPOSIT — 23.4%
Bank of Montreal CHI
0.39%, 01/14/13†		6,000,000			6,000,000
0.31%, 02/07/13		10,000,000			10,000,000
Bank of Nova Scotia Houston
0.41%, 01/02/13†		11,500,000			11,500,000
0.26%, 01/18/13†		15,000,000			15,000,000
Bank of Tokyo Mitsubishi UFJ, Ltd.
0.48%, 01/24/13		15,000,000			15,000,000
0.26%, 04/08/13		16,000,000			15,999,569
BMO Harris Bank
0.21%, 01/30/13		20,000,000			20,000,000
Canadian Imperial Bank of Commerce NY
0.39%, 01/01/13†		13,000,000			13,000,000
0.32%, 01/02/13†		10,000,000			10,000,000
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA NY
0.31%, 01/29/13†		20,500,000			20,500,000
0.42%, 03/18/13†		14,000,000			14,000,000
Credit Suisse NY
0.32%, 02/04/13		14,000,000			14,000,000
National Australia Bank, Ltd. NY
0.40%, 04/18/13		15,000,000			15,000,000
National Bank of Canada, Ltd. NY
0.30%, 01/11/13†		15,000,000			15,000,000
Royal Bank of Canada NY
0.45%, 01/16/13†		11,000,000			11,000,000
Skandinaviska Enskilda Banken AB
0.31%, 03/28/13		12,000,000			12,000,000
Sumitomo Mitsui Banking Corporation NY
0.39%, 02/13/13		15,000,000			15,000,000
Toronto Dominion Bank NY
0.32%, 01/22/13†		8,000,000			8,000,000
0.30%, 01/28/13†		20,000,000			20,000,000
0.30%, 07/23/13		7,000,000			7,000,000
Westpac Banking Corporation NY
0.40%, 01/04/13†		22,000,000			22,000,000
Total Certificates of Deposit (Cost $289,999,569)					289,999,569

	Par		Value
COMMERCIAL PAPER — 36.9%
Australia and New Zealand Banking Group
0.32%, 01/30/13	$	11,000,000		$	10,997,164
Bank of Tokyo Mitsubishi UFJ, Ltd.
0.38%, 02/20/13		20,000,000			19,989,444
0.47%, 03/06/13		10,000,000			9,991,644
Commonwealth Bank of Australia
0.31%, 01/11/13		15,000,000			15,000,000
0.31%, 02/11/13		12,000,000			11,995,763
DNB Bank ASA
0.32%, 02/13/13		12,000,000			11,995,413
Fairway Finance Co., LLC
0.24%, 01/07/13		16,000,000			16,000,000
General Electric Capital Corporation
0.31%, 03/04/13		15,000,000			14,991,992
HSBC Bank PLC
0.66%, 04/25/13		15,000,000			14,968,840
Jupiter Securitization Company
0.21%, 03/04/13		5,000,000			4,998,192
0.22%, 03/27/13		25,000,000			24,987,014
Kells Funding LLC
0.36%, 01/22/13		13,000,000			12,999,676
0.31%, 02/19/13		20,000,000			19,991,561
0.32%, 05/21/13		10,000,000			9,987,555
Manhattan Asset Funding Co.
0.20%, 01/02/13		7,108,000			7,107,961
0.23%, 01/22/13		14,000,000			13,998,122
National Australia Funding Delaware
0.28%, 01/28/13		21,200,000			21,195,628
Nieuw Amsterdam Receivables Corporation
0.45%, 01/02/13		20,000,000			19,999,750
0.25%, 02/04/13		10,000,000			9,997,639
Nordea North America, Inc.
0.36%, 02/08/13		13,000,000			12,995,060
0.30%, 05/16/13		12,000,000			11,986,500
Regency Markets No. 1 LLC
0.22%, 01/23/13		15,405,000			15,402,929
Skandinaviska Enskilda Banken AB
0.30%, 03/21/13		15,000,000			14,990,125
State Street Corporation
0.31%, 01/18/13		20,000,000			19,997,072
Sumitomo Mitsui Trust Bank, Ltd.
0.33%, 02/11/13		19,500,000			19,492,782
Svenska Handelsbanken, Inc.
0.29%, 04/04/13		8,000,000			7,994,007
Sydney Capital Corporation
0.30%, 01/08/13		12,000,000			11,999,300
0.28%, 02/14/13		12,000,000			11,995,893
0.25%, 03/14/13		10,000,000			9,995,000
0.25%, 03/19/13		25,000,000			24,986,632
Victory Receivables Corporation
0.21%, 01/18/13		10,073,000			10,072,001
Westpac Banking Corporation
0.38%, 01/03/13		13,513,000			13,512,715
Total Commercial Paper (Cost $456,613,374)					456,613,374

74 See Notes to Financial Statements.

MONEY MARKET FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par		Value
MUNICIPAL BONDS — 16.1%
California Housing Finance Agency, Revenue Bond, Series D
0.10%, 01/07/13†	$	6,100,000	$	6,100,000
California Housing Finance Agency, Multi-Family III, Revenue Bond, Series E (LOC-Fannie Mae, Freddie Mac)
0.13%, 01/07/13†		9,600,000		9,600,000
California Pollution Control Financing Authority, Pollution Control Revenue Bonds, Series E (LOC-JP Morgan Chase Bank NA)
0.11%, 01/02/13†		5,800,000		5,800,000
California Statewide Communities Development Authority, Hallmark House Apartments, Revenue Bond, Series ZZ
0.13%, 01/07/13†		6,420,000		6,420,000
California Statewide Communities Development Authority, Kimberly Woods Apartments, Revenue Bond, Series B
0.13%, 01/07/13†		17,100,000		17,100,000
Connecticut State Health & Educational Facilities Authority, Yale-New Haven Hospital, Revenue Bond, Series K2 (LOC-JPMorgan Chase Bank NA)
0.14%, 01/07/13†		11,930,000		11,930,000
Los Angeles Community Redevelopment Agency, Hollywood & Vine Apartments, Revenue Bond, Series A
0.12%, 01/07/13†		7,700,000		7,700,000
Los Angeles County Housing Authority, Malibu Meadows II, Revenue Bond, Series C
0.12%, 01/07/13†		5,799,000		5,799,000
Maryland Department of Housing and Community Development Administration, Multifamily Barrington Apartments Project, Revenue Bond, Series A
0.13%, 01/07/13†		27,575,000		27,575,000
New York City Housing Development Corporation, Multi-Family Housing (155 West 21st Street), Revenue Bond, Series A
0.15%, 01/07/13†		3,100,000		3,100,000
New York City Housing Development Corporation, Multi-Family Housing (90 West Street), Revenue Bond, Series A
0.15%, 01/07/13†		6,000,000		6,000,000

	Par		Value
New York City Housing Development Corporation, Multi-Family Housing (West 61st Street Apartments), Revenue Bond, Series A
0.15%, 01/07/13†	$	3,000,000	$	3,000,000
New York City Industrial Development Agency, New York Law School Project, Revenue Bond, Series A (LOC-JPMorgan Chase Bank NA)
0.13%, 01/07/13†		7,600,000		7,600,000
New York City Municipal Water Finance Authority, Water and Sewer System, Revenue Bond, Sub Series B-1
0.11%, 01/07/13†		6,800,000		6,800,000
New York Housing Finance Agency, 10 Barclay Street Housing, Revenue Bond, Series A
0.12%, 01/07/13†		10,000,000		10,000,000
New York Housing Finance Agency, Biltmore Tower Housing Project, Revenue Bond, Series A
0.15%, 01/07/13†		4,000,000		4,000,000
New York Housing Finance Agency, The Victory Housing, Revenue Bond, Series 2001-A
0.15%, 01/07/13†		2,700,000		2,700,000
New York State Dormitory Authority, City University, Revenue Bond, Series B
0.12%, 01/07/13†		10,000,000		10,000,000
New York State Housing Finance Agency, 10 Liberty Housing, Revenue Bond, Series A
0.11%, 01/16/13†		18,000,000		18,000,000
Pennsylvania Higher Educational Facilities Authority, Thomas Jefferson University, Revenue Bond, Series B (LOC-JP Morgan Chase Bank NA)
0.15%, 01/07/13†		4,800,000		4,800,000
Sacramento Housing Authority, Multifamily Housing, The Lofts at Natomas Apartments, Revenue Bond, Series F
0.16%, 01/07/13†		10,190,000		10,190,000
State of Texas, Veterans’ Housing Assistance Program, General Obligation, Series A-2
0.17%, 01/07/13†		7,700,000		7,700,000
Wisconsin Housing & Economic Development Authority, Revenue Bond, Series B (LOC-Fannie Mae, Freddie Mac)
0.15%, 01/07/13†		6,700,000		6,700,000
Total Municipal Bonds (Cost $198,614,000)				198,614,000

See Notes to Financial Statements. 75

	Par		Value
TIME DEPOSIT — 0.5%
Bank of Nova Scotia
0.01%, 01/02/13
(Cost $6,444,000)	$	6,444,000		$	6,444,000
U.S. TREASURY OBLIGATIONS — 13.7%
U.S. Treasury Bills
0.15%, 04/18/13		7,000,000			6,996,879
0.15%, 04/25/13		37,000,000			36,982,291
0.15%, 05/09/13		44,000,000			43,976,773
0.12%, 06/27/13		20,000,000			19,987,954
					107,943,897
U.S. Treasury Notes
0.63%, 02/28/13		30,000,000			30,020,540
0.50%, 05/31/13		15,000,000			15,017,175
0.38%, 06/30/13		17,000,000			17,011,419
					62,049,134
Total U.S. Treasury Obligations (Cost $169,993,031)					169,993,031
TOTAL INVESTMENTS — 99.9% (Cost $1,236,905,789)					1,236,905,789
Other Assets in Excess of Liabilities — 0.1%					1,513,733
NET ASSETS —100.0%				$	1,238,419,522

PORTFOLIO SUMMARY (based on net assets)

	%
Commercial Paper		36.9
Certificates of Deposit		23.4
Municipal Bonds		16.1
U.S. Treasury Obligations		13.7
Agency Obligations		9.3
Time Deposit		0.5
		99.9

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value			Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Agency Obligations		$	115,241,815		$	—		$	115,241,815		$	—
Certificates of Deposit			289,999,569			—			289,999,569			—
Commercial Paper			456,613,374			—			456,613,374			—
Municipal Bonds			198,614,000			—			198,614,000			—
Time Deposit			6,444,000			—			6,444,000			—
U.S. Treasury Obligations			169,993,031			—			169,993,031			—
Total Assets - Investments in Securities		$	1,236,905,789		$	—		$	1,236,905,789		$	—

76 See Notes to Financial Statements.

Low-Duration Bond Fund

Throughout most of 2012, macroeconomic and geopolitical events seemed to dominate the headlines, causing vast changes in investor sentiment and volatility in the capital markets. During the year, the capital markets were absorbing a great deal of information related to the European financial crisis, domestic economic growth, the resolution to the U.S. “fiscal cliff “ and the U.S. Presidential election. Underneath these clouds of uncertainty, the capital markets quietly shrugged off these issues and posted positive annual returns that were higher than many pundits thought at the beginning of the year. During the year, riskier asset classes such as equities, high yield bonds and emerging markets debt dominated as investors were willing to take on more risk in the low interest rate environment. This behavior was somewhat explained by improving corporate fundamentals and the fact that monetary/fiscal policies implemented around the globe had greatly reduced the probability of a “left-tail event” (or a severe global recession). The broad domestic bond market, as measured by the Barclays Capital U.S. Aggregate Bond Index, posted an annual return of 4.22%. In comparison, the S&P 500^® Index, a broad performance measure of U.S. stocks, was up 16.00% for the year.

Despite the macroeconomic headwinds and an increase in investors’ risk appetite, all major bond market sectors posted positive returns for the year, led by riskier sectors. Throughout the year, U.S. Treasury yields remained at historically low levels across the yield curve. Short-term rates remained low in response to the Federal Reserve’s implementation of a near zero federal funds rate for the foreseeable future and the implementation of non-traditional strategies such as Operation Twist and the third round of quantitative easing (QE3). Market forces, lack of inflationary pressures and Federal Reserve policies kept mid- and longer-dated U.S. Treasury yields relatively unchanged during the year. The U.S. Treasury sector was one of the worst performing bond sectors during the year as it was negatively impacted by the “risk on” and low yield environment. As a sector, U.S. Treasuries posted an annual return of 1.99%, with longer-dated U.S. Treasuries posting a slightly higher annual return of 3.78%. Shorter-term U.S. Treasuries, as measured by the Bank of America Merrill Lynch 1-3 Year Treasury Index, generated a one-year return of 0.43%. The year ended with Treasury yields at remarkably low levels with the yield on the 10-year U.S. Treasury bond at 1.76% and the 30-year U.S. Treasury bond at 2.95%.

With investors willing to take on more risk for the potential of higher return, non-U.S. Treasury bonds (bonds that trade at a risk premium or “spread” to U.S. Treasuries) outpaced U.S. Treasury securities during 2012. Generally, lower quality bonds outpaced higher quality bonds while longer maturity bonds typically outperformed shorter maturity bonds. Non-U.S. Treasury bond sector returns varied by risk. The Barclays Capital U.S. Aggregate - Investment Grade (defined by credit quality of BBB- or higher) produced an annual return of 9.82%. Corporate bonds benefited from improving underlying corporate fundamentals, strong balance sheets and high investor demand. Within the corporate bond sector, the Barclays Capital U.S. Aggregate - Investment Grade Financial Index led with an annual return of 14.65%. The Barclays Capital U.S. High Yield - Corporate Index (defined by below investment grade corporate bonds) generated an annual return of 15.81%, benefitting from strong corporate fundamentals and a historically low default rate environment. Emerging markets debt was another top performer, as the JP Morgan EMBI+ Index generated an annual return of 18.04%, which outpaced U.S. stocks for the year.

The Fund invested in a diversified portfolio composed primarily of investment grade fixed income securities with an average dollar-weighted duration (a measure of bond prices’ sensitivity to changes in interest rates) normally between one to three years. The GS4 Class of the Fund outpaced its all-U.S. Treasury benchmark index, the Bank of America Merrill Lynch 1-3 Year Treasury Index, for the one-year period ended December 31, 2012 (4.15% versus 0.43%). In an effort to outperform its benchmark index, the Fund tactically utilized spread sectors that traded at a yield premium relative to their U.S. Treasury counterparts. During the year, the Fund maintained diversified exposure to multiple spread sectors including, but not limited to, corporate bonds, mortgage-backed securities, emerging markets debt and high yield. The higher yield orientation and spread compression in these sectors added value relative to the benchmark index.

Other strategies involving derivatives were utilized during the year resulting in an overall modest impact to performance. U.S. Treasury futures contracts were used for the purpose of duration management and yield curve positioning strategies. Overall, these positions had little impact on performance and were primarily used for structure purposes. Currency forwards contracts were utilized to hedge out of the euro while gaining long exposure to the Norwegian krone, Mexican peso and Brazilian real. These currency strategies added very modest value relative to the benchmark index. Credit default swaps, on both indexes and individual corporate bonds, were used to take advantage of the yield narrowing environment which added value. In an effort to gain exposure to non-U.S. interest rates and duration, interest rate swaps added value as rates fell in Mexico, Brazil, Australia and Europe. Exposure to a non-U.S. government futures contract modestly detracted from performance.

During the year, the Fund remained true to its overall objective of seeking current income consistent with conservation of capital.

77

Low-Duration Bond Fund

This Fund may be suitable for investors who have a short-term investment horizon, seek an investment return that is relatively stable and want to diversify their portfolio with a fixed income investment option. This Fund is subject to interest rate risk. Meaning, when interest rates rise, the value of the existing bonds decrease and vice versa. Changes in interest rates have a bigger impact on long duration holdings than on short duration holdings. To the extent that the investment adviser misjudges current market conditions, the Fund’s volatility may be amplified by its use of short sales and derivatives and by its ability to select sub-advisers to allocate assets. Short sales by a fund theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. Leverage may increase the risk of loss and cause fluctuations in the market value of the Fund’s portfolio to have disproportionately large effects or cause the net asset value of the Fund generally to decline faster than it would otherwise.

Please see page 91 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

78

Low-Duration Bond Fund

Average Annual Total Returns as of 12/31/12
	GS2 Class*	GS4 Class*	Benchmark**
One Year	4.35%	4.15%	0.43%
Five Year	3.89%	3.70%	2.32%
Ten Year	3.52%	3.35%	2.72%
Inception Date	08/27/01	08/27/01
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	0.43%	0.67%

⁽¹⁾Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph compares the results of a hypothetical $10,000 investment in the GS4 Class of the Fund for the 10 year period from December 31, 2002 to December 31, 2012, with all dividends and capital gains reinvested, with the Bank of America Merrill Lynch 1-3 Year Treasury Index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**The Bank of America Merrill Lynch 1-3 Year Treasury Index is composed of all U.S. Treasury Notes and Bonds with maturities greater than or equal to one year and less than three years.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

79

LOW-DURATION BOND FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Par			Value
AGENCY OBLIGATIONS — 0.9%
Federal National Mortgage Association
0.75%, 12/19/14D		$	5,000,000		$	5,041,730
1.09%, 04/04/16			2,305,000			2,310,491
Small Business Administration
6.95%, 11/01/16			163,753			174,311
Total Agency Obligations (Cost $7,469,786)						7,526,532
ASSET-BACKED SECURITIES — 8.7%
AH Mortgage Advance Trust
2.98%, 03/13/43 144A			990,000			994,243
Aircraft Certificate Owner Trust 2003
6.46%, 09/20/22 144A			534,180			543,528
AmeriCredit Automobile Receivables Trust
1.39%, 09/08/15			414,670			416,513
1.23%, 09/08/16			1,665,000			1,679,800
4.04%, 07/10/17			1,226,000			1,300,424
1.31%, 11/08/17			370,000			371,517
3.38%, 04/09/18			790,000			819,525
2.35%, 12/10/18			610,000			609,955
Asset-Backed Securities Corporation Home Equity
0.48%, 09/25/34†			100,868			96,883
Bear Stearns Asset-Backed Securities Trust
1.21%, 10/25/37†			881,767			708,369
0.40%, 01/25/47†			538,041			529,806
BNC Mortgage Loan Trust
0.33%, 11/25/36†			333,934			326,570
0.27%, 03/25/37†			406,024			392,943
CenterPoint Energy Transition Bond Co., LLC
0.90%, 04/15/18			1,435,168			1,446,649
Chester Asset Receivables Dealings PLC
0.71%, 04/15/16(U)†			730,000			1,185,023
Citibank Omni Master Trust
2.96%, 08/15/18 144A†			2,758,000			2,869,109
Conseco Financial Corporation
6.04%, 11/01/29			11,933			12,580
Credit Acceptance Auto Loan Trust
2.61%, 03/15/19 144A			1,120,000			1,139,261
Crusade ABS Trust
4.11%, 07/12/23(A)†			1,600,000			1,658,087
CSAB Mortgage Backed Trust
5.72%, 09/25/36 STEP			669,297			547,003
Discover Card Master Trust
0.81%, 08/15/17			1,100,000			1,106,090
DT Auto Owner Trust
0.91%, 11/16/15 144A			1,143,584			1,144,174
1.85%, 04/17/17 144A			1,620,000			1,622,470
Enterprise Fleet Financing LLC
1.14%, 11/20/17 144A			2,200,000			2,213,441
FHLMC Structured Pass-Through Securities
0.47%, 08/25/31†			736,162			717,256
First Investors Auto Owner Trust
3.40%, 03/15/16 144A			700,000			704,969
Ford Credit Auto Owner Trust
2.98%, 08/15/14			838,592			845,060

	Par			Value
Ford Credit Floorplan Master Owner Trust
2.07%, 09/15/15 144A		$	345,000		$	347,209
2.37%, 09/15/15			445,000			448,787
2.86%, 09/15/15			450,000			450,965
1.39%, 09/15/16			790,000			793,101
2.14%, 09/15/17			265,000			265,978
GE Capital Credit Card Master Note Trust
1.03%, 01/15/18			1,500,000			1,515,648
Globaldrive BV
0.86%, 04/20/19 144A(E)†			490,343			651,331
Gracechurch Card Funding PLC
0.91%, 02/15/17 144A†			1,050,000			1,056,727
0.91%, 02/15/17 144A(E)†			800,000			1,067,021
Huntington Auto Trust
0.38%, 09/15/15			2,395,000			2,395,287
Hyundai Auto Receivables Trust
1.39%, 03/15/18			450,000			457,647
Hyundai Capital Auto Funding, Ltd.
1.21%, 09/20/16 144A†			1,320,088			1,322,860
IFC SBA Loan-Backed Adjustable Rate Certificate
1.25%, 01/15/24 144A†			122,256			122,256
LA Arena Funding LLC
7.66%, 12/15/26 144A			384,304			422,601
Magnolia Funding, Ltd.
3.00%, 04/20/17 144A(E)			111,860			147,774
Mercedes-Benz Master Owner Trust
0.79%, 11/15/17 144A			1,230,000			1,229,170
MMAF Equipment Finance LLC
1.27%, 09/15/15 144A			1,345,000			1,351,677
Motor PLC
1.29%, 02/25/20 144A			252,000			252,491
Penarth Master Issuer PLC
0.78%, 03/18/14 144A†			600,000			601,236
0.86%, 05/18/15 144A†			610,000			610,783
Red & Black Auto France
0.96%, 12/28/21(E)†			970,731			1,287,562
Santander Consumer Acquired Receivables Trust
1.40%, 10/15/14 144A			767,201			768,410
1.66%, 08/15/16 144A			604,637			607,055
2.01%, 08/15/16 144A			492,906			495,260
Santander Drive Auto Receivables Trust
1.37%, 03/16/15			494,788			496,227
2.06%, 06/15/17 144A			179,479			180,301
2.86%, 06/15/17 144A			185,105			186,114
1.94%, 03/15/18			270,000			270,144
3.64%, 05/15/18			1,125,000			1,168,783
2.70%, 08/15/18			300,000			305,483
1.78%, 11/15/18 144A			770,000			769,824
2.46%, 12/17/18 144A			595,000			594,834
SLC Student Loan Trust
0.46%, 01/15/19†			387,526			386,965
SLM Student Loan Trust
0.32%, 07/25/17†			611,393			610,489
1.86%, 12/15/17 144A†			374,577			376,037
1.62%, 01/25/18†			3,975,000			4,050,557
0.51%, 06/15/21†			964,032			951,222
1.31%, 12/15/21 144A†			391,928			394,930

80 See Notes to Financial Statements.

LOW-DURATION BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par			Value
0.71%, 03/15/22†		$	659,479		$	647,347
1.31%, 08/15/23 144A†			1,469,289			1,481,623
0.96%, 10/16/23 144A†			501,473			501,473
0.43%, 10/25/24†			750,000			747,488
3.50%, 08/17/43 144A†@			4,137,134			4,003,273
3.46%, 05/16/44 144A†			2,963,877			3,123,636
Soundview Home Equity Loan Trust
1.06%, 08/25/31†			207,447			205,865
Structured Asset Securities Corporation
1.71%, 04/25/35†			809,594			776,045
Volkswagen Auto Loan Enhanced Trust
0.46%, 01/20/17			3,375,000			3,374,862
Wells Fargo Home Equity Trust
0.30%, 04/25/37†			228,574			224,263
Total Asset-Backed Securities (Cost $70,262,639)						70,497,869
COMMERCIAL PAPER — 0.2%
Abu Dhabi Commercial Bank
0.30%, 03/11/13(J)
(Cost $1,278,247)			100,000,000			1,152,675
CORPORATE BONDS — 21.2%
ABB Treasury Center, Inc.
2.50%, 06/15/16 144A			700,000			728,447
AbbVie, Inc.
1.20%, 11/06/15 144A			1,150,000			1,158,490
1.75%, 11/06/17 144AD			1,130,000			1,143,614
AEP Texas Central Transition Funding LLC
4.98%, 07/01/15			641,041			642,602
Aflac, Inc.
2.65%, 02/15/17D			2,140,000			2,251,813
Allstate Corporation
6.20%, 05/16/14			300,000			322,291
American Express Centurion Bank
0.88%, 11/13/15			1,063,000			1,062,968
American Express Credit Corporation
1.16%, 06/24/14†			920,000			928,594
1.75%, 06/12/15D			940,000			960,261
American Honda Finance Corporation
1.45%, 02/27/15 144AD			910,000			925,006
American International Group, Inc.
0.38%, 07/19/13(E)†			400,000			527,450
3.75%, 11/30/13 144A			400,000			410,420
3.00%, 03/20/15D			3,665,000			3,815,540
2.38%, 08/24/15			320,000			329,526
4.88%, 09/15/16D			100,000			111,944
8.25%, 08/15/18 144A			1,350,000			1,777,923
AmeriGas Partners LP
6.25%, 08/20/19D			500,000			537,500
Astoria Financial Corporation
5.00%, 06/19/17D			770,000			819,053
AT&T, Inc.
0.88%, 02/13/15			1,040,000			1,045,422
Autodesk, Inc.
1.95%, 12/15/17D			350,000			348,669

	Par			Value
AutoZone, Inc.
5.50%, 11/15/15		$	525,000		$	590,543
Ball Corporation
7.13%, 09/01/16			280,000			301,000
Bank of America Corporation
3.75%, 07/12/16			920,000			984,228
3.88%, 03/22/17			1,860,000			2,019,183
6.00%, 09/01/17			885,000			1,037,422
5.65%, 05/01/18			420,000			489,218
Bank of New York Mellon Corporation
4.30%, 05/15/14			790,000			830,543
BB&T Corporation
3.38%, 09/25/13D			400,000			408,392
1.01%, 04/28/14†			310,000			312,050
1.60%, 08/15/17			755,000			764,900
Capital One Capital VI
8.88%, 05/15/40			415,000			415,000
Capital One Financial Corporation
2.13%, 07/15/14			600,000			611,019
1.00%, 11/06/15			920,000			917,533
Caterpillar Financial Services Corporation
0.70%, 11/06/15D			1,160,000			1,157,851
CC Holdings GS V LLC
2.38%, 12/15/17 144A			300,000			301,817
Citigroup, Inc.
2.31%, 08/13/13†			700,000			706,829
6.00%, 12/13/13			300,000			314,432
2.25%, 08/07/15D			730,000			748,084
4.45%, 01/10/17D			1,250,000			1,386,035
CMS Energy Corporation
4.25%, 09/30/15			255,000			271,845
Computer Sciences Corporation
2.50%, 09/15/15D			848,000			865,232
ConAgra Foods, Inc.
1.35%, 09/10/15D			160,000			160,100
Consumers Energy Co.
5.00%, 03/15/15			469,000			512,125
Continental Airlines 2010-1 Class B Pass Through Trust
6.00%, 01/12/19			652,586			667,269
Corning, Inc.
1.45%, 11/15/17			250,000			251,278
Coventry Health Care, Inc.
5.95%, 03/15/17			575,000			670,014
Daimler Finance NA LLC
0.92%, 03/28/14 144A†			2,600,000			2,606,284
1.95%, 03/28/14 144A			1,120,000			1,134,474
1.30%, 07/31/15 144A			500,000			503,220
Danaher Corporation
1.30%, 06/23/14			300,000			303,401
Digital Realty Trust LP
4.50%, 07/15/15			425,000			452,474
DIRECTV Holdings LLC
4.75%, 10/01/14			680,000			726,356
Dollar General Corporation
4.13%, 07/15/17D			1,430,000			1,508,650
Duke Energy Corporation
1.63%, 08/15/17			1,500,000			1,505,586
Duke Realty LP
5.40%, 08/15/14			440,000			467,526

See Notes to Financial Statements. 81

	Par			Value
Dun & Bradstreet Corporation
3.25%, 12/01/17		$	333,000		$	336,907
Eastman Chemical Co.
2.40%, 06/01/17D			400,000			413,730
Eaton Corporation
0.95%, 11/02/15 144AD			450,000			451,683
Enterprise Products Operating LLC
1.25%, 08/13/15			230,000			231,561
EOG Resources, Inc.
1.06%, 02/03/14†			2,900,000			2,921,040
Equifax, Inc.
4.45%, 12/01/14D			140,000			147,680
ERAC USA Finance LLC
2.75%, 07/01/13 144AD			370,000			373,980
2.25%, 01/10/14 144A			330,000			333,446
1.40%, 04/15/16 144A			490,000			493,680
Exelon Generation Co., LLC
5.35%, 01/15/14			808,000			845,386
6.20%, 10/01/17			655,000			774,310
Express Scripts Holding Co.
2.10%, 02/12/15 144A			280,000			285,371
Federal Express Corporation 2012 Pass-Through Trust
2.63%, 01/15/18 144A			587,000			592,703
Ford Motor Credit Co., LLC
3.88%, 01/15/15			505,000			526,894
12.00%, 05/15/15			2,364,000			2,919,540
8.00%, 12/15/16			1,820,000			2,202,142
3.00%, 06/12/17D			560,000			575,955
6.63%, 08/15/17			830,000			970,809
Freeport-McMoRan Copper & Gold, Inc.
1.40%, 02/13/15D			200,000			199,684
2.15%, 03/01/17			210,000			211,325
General Electric Capital Corporation
0.98%, 04/07/14†			700,000			704,001
5.90%, 05/13/14			460,000			493,152
3.75%, 11/14/14D			660,000			696,257
2.15%, 01/09/15D			960,000			986,537
1.00%, 12/11/15			2,000,000			2,009,500
2.10%, 12/11/19D			500,000			502,220
General Motors Financial Co., Inc.
4.75%, 08/15/17 144AD			800,000			842,063
Genzyme Corporation
3.63%, 06/15/15			395,000			423,455
George Washington University
1.83%, 09/15/17			3,100,000			3,160,682
Gilead Sciences, Inc.
2.40%, 12/01/14			280,000			288,879
Goldman Sachs Group, Inc.
1.31%, 02/07/14†			910,000			912,907
3.30%, 05/03/15			1,460,000			1,522,552
0.54%, 05/23/16(E)†			2,900,000			3,682,686
6.25%, 09/01/17			2,730,000			3,223,677
5.95%, 01/18/18			2,050,000			2,388,213
Harley-Davidson Financial Services, Inc.
1.15%, 09/15/15 144A			340,000			341,119
Hartford Financial Services Group, Inc.
4.00%, 03/30/15			320,000			338,322

	Par			Value
HCP, Inc.
2.70%, 02/01/14D		$	210,000		$	213,826
Health Care REIT, Inc.
6.00%, 11/15/13			540,000			563,589
Hewlett-Packard Co.
0.59%, 05/24/13†			4,820,000			4,806,514
2.63%, 12/09/14			590,000			597,224
2.35%, 03/15/15D			800,000			803,991
2.20%, 12/01/15D			625,000			626,294
HSBC USA, Inc.
2.38%, 02/13/15			400,000			411,663
Hyundai Capital America
1.63%, 10/02/15 144AD			500,000			503,342
3.75%, 04/06/16 144A			190,000			200,634
Ingredion, Inc.
3.20%, 11/01/15			200,000			210,081
Intel Corporation
1.35%, 12/15/17			2,340,000			2,342,115
International Lease Finance Corporation
4.88%, 04/01/15			550,000			571,356
Interpublic Group of Cos., Inc.
6.25%, 11/15/14			790,000			859,125
2.25%, 11/15/17D			473,000			466,728
Jabil Circuit, Inc.
7.75%, 07/15/16D			295,000			348,100
JB Hunt Transport Services, Inc.
3.38%, 09/15/15			550,000			565,729
JPMorgan Chase & Co.
3.70%, 01/20/15			1,000,000			1,053,404
2.00%, 08/15/17D			1,260,000			1,288,502
Kellogg Co.
1.13%, 05/15/15D			760,000			767,817
Kentucky Power Co.
6.00%, 09/15/17 144A			1,000,000			1,161,913
KeyCorp
3.75%, 08/13/15D			360,000			385,488
Kraft Foods Group, Inc.
1.63%, 06/04/15 144A			350,000			356,431
Kraft Foods, Inc.
5.25%, 10/01/13D			230,000			237,358
Kroger Co.
2.20%, 01/15/17D			500,000			517,206
Lehman Escrow Bonds
0.00%, 03/01/42+W†			2,600,000			—
0.00%, 12/31/99W†			600,000			141,750
Lender Processing Services, Inc.
5.75%, 04/15/23			350,000			364,875
Life Technologies Corporation
4.40%, 03/01/15			680,000			725,130
3.50%, 01/15/16D			800,000			842,613
Lincoln National Corporation
4.30%, 06/15/15D			1,210,000			1,302,402
Marathon Oil Corporation
0.90%, 11/01/15			490,000			490,736
Masco Corporation
4.80%, 06/15/15			365,000			382,553
MBNA Credit Card Master Note Trust
5.45%, 09/18/13†			675,000			1,123,367
Merrill Lynch & Co., Inc.
5.45%, 02/05/13			1,500,000			1,506,546

82 See Notes to Financial Statements.

LOW-DURATION BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par			Value
6.75%, 05/21/13(E)		$	700,000		$	944,088
5.00%, 01/15/15			2,700,000			2,885,819
MetLife, Inc.
2.38%, 02/06/14			290,000			295,509
Metropolitan Life Global Funding I
1.10%, 01/10/14 144A†			1,000,000			1,005,231
Microsoft Corporation
2.95%, 06/01/14			900,000			933,479
Morgan Stanley
1.29%, 04/29/13†			1,010,000			1,012,371
Murphy Oil Corporation
2.50%, 12/01/17D			1,085,000			1,092,948
Murray Street Investment Trust I
4.65%, 03/09/17 STEP			250,000			270,670
National Oilwell Varco, Inc.
1.35%, 12/01/17			660,000			664,988
National Rural Utilities Cooperative Finance Corporation
1.13%, 11/01/13			330,000			331,994
1.00%, 02/02/15			390,000			393,091
NBCUniversal Media LLC
3.65%, 04/30/15			550,000			585,427
NCUA Guaranteed Notes
1.40%, 06/12/15			1,180,000			1,207,105
NetApp, Inc.
2.00%, 12/15/17D			400,000			399,042
New York Life Global Funding
0.61%, 04/04/14 144A†			1,600,000			1,606,502
NextEra Energy Capital Holdings, Inc.
2.55%, 11/15/13			750,000			762,010
1.20%, 06/01/15			170,000			171,311
Nissan Motor Acceptance Corporation
1.95%, 09/12/17 144A			520,000			527,694
Northwest Airlines 2002-1 Class G-2 Pass Through Trust
6.26%, 11/20/21			280,350			297,171
NYSE Euronext
2.00%, 10/05/17D			874,000			889,496
Oracle Corporation
1.20%, 10/15/17			520,000			522,149
Overseas Private Investment Corporation
0.00%, 04/15/16W†			1,600,000			2,149,323
PACCAR Financial Corporation
1.55%, 09/29/14			470,000			477,908
1.05%, 06/05/15			220,000			222,026
Penske Truck Leasing Co. LP PTL Finance Corporation
2.50%, 07/11/14 144A			230,000			232,490
3.13%, 05/11/15 144A			1,915,000			1,955,058
2.50%, 03/15/16 144AD			300,000			301,038
3.38%, 03/15/18 144A			1,115,000			1,123,567
Petrohawk Energy Corporation
7.25%, 08/15/18			1,170,000			1,322,410
Phillips 66
1.95%, 03/05/15 144AD			210,000			214,385
2.95%, 05/01/17 144AD			210,000			222,792
Pioneer Natural Resources Co.
5.88%, 07/15/16			2,410,000			2,734,885

	Par			Value
Principal Financial Group, Inc.
1.85%, 11/15/17		$	445,000		$	447,873
Principal Life Global Funding II
1.13%, 09/18/15 144A			1,085,000			1,087,858
1.00%, 12/11/15 144A			1,530,000			1,528,849
Procter & Gamble Co.
3.50%, 02/15/15D			200,000			212,459
Prudential Covered Trust 2012-1
3.00%, 09/30/15 144A			760,000			788,648
Rock-Tenn Co.
4.45%, 03/01/19 144A			315,000			340,306
Roper Industries, Inc.
1.85%, 11/15/17			653,000			653,268
Samsung Electronics America, Inc.
1.75%, 04/10/17 144A			1,150,000			1,164,708
SBA Tower Trust
4.54%, 04/15/15 144A			510,000			536,807
Simon Property Group LP REIT
4.20%, 02/01/15			140,000			148,536
SLM Corporation
5.00%, 10/01/13			1,380,000			1,419,675
SteelRiver Transmission Co., LLC
4.71%, 06/30/17 144A			573,768			598,609
Stryker Corporation
3.00%, 01/15/15D			450,000			470,616
Superior Energy Services, Inc.
6.88%, 06/01/14D			684,000			685,710
TD Ameritrade Holding Corporation
4.15%, 12/01/14			660,000			703,722
Tesoro Corporation
4.25%, 10/01/17			550,000			572,000
Texas Eastern Transmission LP
6.00%, 09/15/17 144A			510,000			611,426
Texas Instruments, Inc.
0.45%, 08/03/15D			970,000			965,694
Tiers Trust United States
2.06%, 05/12/14 144A†			1,385,000			1,388,462
Time Warner, Inc.
3.15%, 07/15/15D			290,000			306,861
Toyota Motor Credit Corporation
1.00%, 02/17/15			1,460,000			1,470,566
0.88%, 07/17/15D			560,000			562,659
Unilever Capital Corporation
0.85%, 08/02/17			1,760,000			1,744,218
Union Bank NA
1.26%, 06/06/14†			3,000,000			3,026,283
United Air Lines 2009-1 Pass-Through Trust
10.40%, 05/01/18D			614,148			707,007
United Airline 2009-2A Pass Through Trust
9.75%, 07/15/18			733,546			849,079
United Technologies Corporation
1.20%, 06/01/15D			220,000			223,282
1.80%, 06/01/17D			870,000			896,492
UnitedHealth Group, Inc.
1.40%, 10/15/17			210,000			210,571

See Notes to Financial Statements. 83

	Par			Value
Ventas Realty LP
2.00%, 02/15/18		$	1,100,000		$	1,102,024
Vesey Street Investment Trust I
4.40%, 09/01/16 STEP			700,000			755,992
Vornado Realty LP
4.25%, 04/01/15			700,000			740,307
Wachovia Bank NA
4.80%, 11/01/14D			360,000			386,578
Walgreen Co.
1.00%, 03/13/15D			460,000			460,637
WellPoint, Inc.
1.25%, 09/10/15			440,000			443,772
2.38%, 02/15/17D			1,060,000			1,098,564
Wells Fargo & Co.
3.75%, 10/01/14			1,000,000			1,054,826
1.50%, 07/01/15			440,000			447,855
Western Union Co.
2.38%, 12/10/15			1,000,000			1,005,339
WPX Energy, Inc.
5.25%, 01/15/17D			780,000			830,700
XTO Energy, Inc.
6.25%, 04/15/13D			600,000			609,460
Total Corporate Bonds (Cost $169,205,277)						172,824,171
FOREIGN BONDS — 17.3%
Australia — 1.6%
Asciano Finance, Ltd.
3.13%, 09/23/15 144A			620,000			635,457
Australia Government Bond
5.50%, 12/15/13(A)			3,200,000			3,412,626
BHP Billiton Finance USA, Ltd.
1.00%, 02/24/15			1,100,000			1,109,638
Commonwealth Bank of Australia
2.13%, 03/17/14 144A			850,000			861,688
2.90%, 09/17/14 144A			1,800,000			1,875,503
Macquarie Bank, Ltd.
3.45%, 07/27/15 144A			750,000			780,398
National Australia Bank
2.00%, 03/09/15			1,040,000			1,065,448
Perpetual Trustee - Apollo Series 2009-1
4.43%, 10/03/40(A)			1,279,892			1,329,109
Rio Tinto Finance USA PLC
1.13%, 03/20/15			500,000			504,372
Westfield Capital
5.13%, 11/15/14 144A			730,000			783,061
Woodside Finance, Ltd.
4.50%, 11/10/14 144A			490,000			518,514
						12,875,814
Bermuda — 0.2%
Aircastle, Ltd.
6.25%, 12/01/19 144A			260,000			272,350
Ingersoll-Rand Global Holding Co., Ltd.
9.50%, 04/15/14			880,000			974,202
Qtel International Finance, Ltd.
6.50%, 06/10/14 144A			660,000			709,170
						1,955,722

	Par			Value
Brazil — 0.4%
Banco Bradesco SA
2.41%, 05/16/14 144A†		$	520,000		$	524,004
Banco do Brasil SA
4.50%, 01/22/15 144AD			680,000			721,820
Banco do Nordeste do Brasil SA
3.63%, 11/09/15 144AD			710,000			738,400
Caixa Economica Federal
2.38%, 11/06/17 144A			680,000			676,600
Companhia de Eletricidade do Estado da Bahia
11.75%, 04/27/16 144A (B)			1,200,000			624,908
USJ Acucar eAlcool SA
9.88%, 11/09/19 144AD			270,000			288,225
						3,573,957
Canada — 1.8%
Bank of Nova Scotia
1.85%, 01/12/15			970,000			992,859
Manulife Financial Corporation
3.40%, 09/17/15			5,000			5,261
Methanex Corporation
3.25%, 12/15/19			1,037,000			1,044,645
National Bank of Canada
1.50%, 06/26/15			1,920,000			1,954,086
Nexen, Inc.
5.20%, 03/10/15			790,000			853,095
NOVA Chemicals Corporation
8.38%, 11/01/16D			1,250,000			1,375,000
Province of Ontario
2.30%, 05/10/16			3,000,000			3,158,556
Rogers Communications, Inc.
6.38%, 03/01/14			320,000			341,014
Teck Resources, Ltd.
3.15%, 01/15/17D			346,000			362,976
TransCanada PipeLines, Ltd.
3.40%, 06/01/15			360,000			382,519
Xstrata Finance Canada, Ltd.
2.45%, 10/25/17 144A			4,170,000			4,215,186
						14,685,197
Cayman Islands — 0.4%
Baidu, Inc.
2.25%, 11/28/17			440,000			443,828
Hutchison Whampoa International, Ltd.
2.00%, 11/08/17 144AD			370,000			370,649
International Petroleum Investment Co.
3.13%, 11/15/15 144A			330,000			343,695
Petrobras International Finance Co.
2.88%, 02/06/15D			300,000			308,578
3.88%, 01/27/16			590,000			625,402
Trafford Centre Finance, Ltd.
0.73%, 07/28/15(U)†			104,569			166,249
Transocean, Inc.
4.95%, 11/15/15D			595,000			651,920
						2,910,321

84 See Notes to Financial Statements.

LOW-DURATION BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par			Value
Chile — 0.8%
Banco de Credito e Inversiones
3.00%, 09/13/17 144A		$	600,000		$	612,934
Banco del Estado de Chile
2.00%, 11/09/17 144A			1,100,000			1,100,918
Banco Santander Chile
1.92%, 01/19/16 144A†			2,500,000			2,491,788
Celulosa Arauco y Constitucion SA
5.63%, 04/20/15D			1,260,000			1,368,282
Corporacion Nacional del Cobre de Chile
4.75%, 10/15/14 144A			960,000			1,020,563
						6,594,485
Colombia — 0.0%
Bancolombia SA
4.25%, 01/12/16D			210,000			220,500
Denmark — 0.1%
Danske Bank A/S
1.39%, 04/14/14 144A†			950,000			941,906
France — 2.0%
Banque PSA Finance SA
2.21%, 04/04/14 144A†@			2,000,000			1,975,658
BNP Paribas SA
2.38%, 09/14/17			1,265,000			1,284,571
BPCE SA
2.06%, 02/07/14 144A†@D			2,300,000			2,325,500
Caisse d’Amortissement de la Dette Sociale
2.13%, 04/12/17 144A			1,140,000			1,185,672
Cie de Financement Foncier SA
2.13%, 04/22/13 144A@			3,000,000			3,013,725
Credit Agricole SA
3.00%, 10/01/17 144AD			1,451,000			1,480,677
GDF Suez
1.63%, 10/10/17 144A			260,000			260,236
RCI Banque SA
1.12%, 04/07/15(E)†			900,000			1,124,701
Total Capital International SA
1.50%, 02/17/17D			320,000			322,801
Total Capital SA
3.00%, 06/24/15			2,800,000			2,959,272
Veolia Environnement SA
5.25%, 06/03/13D			520,000			528,120
						16,460,933
Germany — 2.6%
Bundesschatzanweisungen
1.75%, 06/14/13(E)			6,100,000			8,114,860
0.75%, 09/13/13(E)			7,300,000			9,684,786
State of North Rhine-Westphalia
1.63%, 09/17/14D			3,100,000			3,153,208
						20,952,854
India — 0.1%
ICICI Bank, Ltd.
5.50%, 03/25/15 144A			395,000			417,807
Ireland — 0.4%
DanFin Funding, Ltd.
1.03%, 07/16/13 144A†			2,800,000			2,807,857

	Par			Value
Italy — 0.5%
Intesa Sanpaolo SpA
2.71%, 02/24/14 144A†@		$	2,900,000		$	2,897,567
Telecom Italia Capital SA
5.25%, 11/15/13D			810,000			834,300
						3,731,867
Japan — 0.6%
Takeda Pharmaceutical Co., Ltd.
1.03%, 03/17/15 144A			2,450,000			2,461,042
1.63%, 03/17/17 144A			2,500,000			2,538,698
						4,999,740
Luxembourg — 0.6%
ArcelorMittal
4.25%, 08/05/15D			600,000			606,414
Covidien International Finance SA
1.35%, 05/29/15D			270,000			273,815
Gazprom OAO Via Gaz Capital SA
9.25%, 04/23/19			700,000			930,125
6.00%, 01/23/21 144AD			1,300,000			1,506,700
Pentair Finance SA
1.35%, 12/01/15 144A			450,000			449,921
Schlumberger Investment SA
1.25%, 08/01/17 144A			1,080,000			1,078,036
						4,845,011
Mexico — 0.7%
America Movil SAB de CV
3.63%, 03/30/15D			200,000			213,061
2.38%, 09/08/16			380,000			396,865
Mexican Bonos
6.00%, 06/18/15(M)			21,582,000			1,719,249
Petroleos Mexicanos
4.88%, 03/15/15D			1,250,000			1,353,125
5.50%, 01/21/21			1,400,000			1,642,900
						5,325,200
Netherlands — 0.8%
Achmea Hypotheekbank NV
3.20%, 11/03/14 144A			1,881,000			1,972,718
ING Bank NV
2.00%, 09/25/15 144AD			1,275,000			1,285,285
3.75%, 03/07/17 144A			900,000			957,420
Volkswagen International Finance NV
1.06%, 03/21/14 144A†@			100,000			100,563
0.92%, 04/01/14 144A†			1,200,000			1,204,242
1.63%, 03/22/15 144A			1,100,000			1,115,611
						6,635,839
New Zealand — 0.1%
ANZ National International, Ltd.
1.85%, 10/15/15 144A			630,000			642,355
Norway — 0.2%
Nordea Eiendomskreditt AS
2.13%, 09/22/16 144AD			1,250,000			1,300,944
Sparebank 1 Boligkreditt AS
2.63%, 05/26/17 144A			500,000			528,334
						1,829,278

See Notes to Financial Statements. 85

	Par			Value
Panama — 0.0%
Panama Government International Bond
7.25%, 03/15/15		$	265,000		$	297,860
Peru — 0.1%
Banco de Credito del Peru
4.75%, 03/16/16 144A			840,000			890,400
Portugal — 0.0%
Obrigacoes do Tesouro
2.17%, 05/16/47(E)			95,501			126,144
Qatar — 0.1%
Qatar Government International Bond
3.13%, 01/20/17D			580,000			613,930
Singapore — 0.1%
Oversea-Chinese Banking Corporation, Ltd.
1.63%, 03/13/15 144A			500,000			507,458
South Korea — 1.0%
Export-Import Bank of Korea
1.26%, 07/26/13 144A†@			700,000			700,041
1.46%, 09/21/13 144A@			2,400,000			2,399,290
Hyundai Capital Services, Inc.
4.38%, 07/27/16 144A			2,900,000			3,121,290
Korea National Oil Corporation
2.88%, 11/09/15			770,000			805,580
Lotte Shopping Co., Ltd.
3.38%, 05/09/17 144A			730,000			757,999
SK Telecom Co., Ltd.
2.13%, 05/01/18 144A			690,000			695,498
						8,479,698
Spain — 0.4%
BBVA US Senior SA Unipersonal
4.66%, 10/09/15			2,430,000			2,493,131
Telefonica Emisiones SA Unipersonal
2.58%, 04/26/13			710,000			714,260
						3,207,391
Sweden — 0.7%
Nordea Bank AB
1.24%, 01/14/14 144A†			2,900,000			2,921,741
Stadshypotek AB
1.45%, 09/30/13 144AD			2,900,000			2,922,000
						5,843,741
Switzerland — 0.2%
Credit Suisse NY
1.30%, 01/14/14†			1,200,000			1,207,261
United Kingdom — 0.8%
Anglo American Capital PLC
2.15%, 09/27/13 144A			360,000			362,619
Barclays Bank PLC
1.38%, 01/13/14†			580,000			583,079
5.20%, 07/10/14			130,000			138,373
BP Capital Markets PLC
0.70%, 11/06/15			840,000			839,386
British Telecom- munications PLC
2.00%, 06/22/15			300,000			308,591

	Par			Value
Experian Finance PLC
2.38%, 06/15/17 144A		$	540,000		$	549,942
GlaxoSmithKline Capital PLC
0.75%, 05/08/15			670,000			673,664
HSBC Bank PLC
1.13%, 01/17/14 144A†			1,230,000			1,238,809
Lloyds TSB Bank PLC
2.67%, 01/24/14†D			340,000			346,583
6.96%, 05/29/20(U)†			710,000			1,147,066
United Kingdom Gilt Inflation Linked Bond
0.13%, 03/22/24(U)			100,000			177,669
Vodafone Group PLC
1.25%, 09/26/17			370,000			369,304
						6,735,085
Total Foreign Bonds (Cost $137,276,842)						140,315,611
LOAN AGREEMENTS — 0.4%
Dole Food Co., Inc., Tranche B2
5.00% - 6.00%, 07/08/18†			1,086,934			1,087,782
Dole Food Co., Inc., Tranche C2
5.00% - 6.00%, 07/08/18†			1,897,915			1,899,395
Total Loan Agreements (Cost $2,991,985)						2,987,177
MORTGAGE-BACKED SECURITIES — 22.1%
Adjustable Rate Mortgage Trust
3.25%, 03/25/37†			2,387,149			1,653,442
American Home Mortgage Investment Trust
2.53%, 10/25/34†			568,834			566,754
American Home Mortgage Assets LLC
1.09%, 11/25/46†			1,030,774			560,277
Arkle Master Issuer PLC
1.46%, 05/17/60 144A†			1,100,000			1,101,474
1.56%, 05/17/60†			250,000			251,581
Arkle Master Issuer PLC
1.56%, 05/17/60 144A†			1,240,000			1,247,803
Arran Residential Mortgages Funding PLC
1.64%, 05/16/47 144A†			65,259			65,351
1.51%, 11/19/47 144A†			113,239			113,599
1.76%, 11/19/47 144A†			1,800,000			1,829,638
Banc of America Funding Corporation
5.62%, 01/20/47†			679,161			494,548
Banc of America Merrill Lynch Commercial Mortgage, Inc.
5.45%, 01/15/49			1,227,482			1,259,606
5.69%, 06/10/49†			204,636			204,579
Banc of America Mortgage Securities, Inc.
6.50%, 10/25/31			102,582			108,277
Bear Stearns Adjustable Rate Mortgage Trust
3.12%, 01/25/34†			352,590			352,849
3.33%, 07/25/34†			540,397			537,734
3.09%, 10/25/34†			220,223			213,083
2.57%, 03/25/35†			943,885			950,881
Bear Stearns Alt-A Trust
0.95%, 11/25/34†			302,545			297,845

86 See Notes to Financial Statements.

LOW-DURATION BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par			Value
Bear Stearns Commercial Mortgage Securities
5.74%, 06/11/50		$	791,502	$	823,598
Berica ABS Srl
0.49%, 12/30/55(E)†			2,400,000		2,936,471
Commercial Mortgage Pass-Through Certificates
4.14%, 11/15/45 IOW†			4,152,321		595,400
6.10%, 07/16/34 144A			7,120		7,119
5.76%, 09/15/39†			1,155,000		1,201,239
5.62%, 09/15/40†			798,739		852,116
6.05%, 02/15/41†			562,550		577,728
5.05%, 08/15/45 IOW†			2,090,389		263,650
3.16%, 07/10/46 144A			1,265,115		1,335,735
Countrywide Alternative Loan Trust
6.00%, 10/25/32			34,144		35,841
Countrywide Home Loan Mortgage Pass-Through Trust
0.75%, 02/25/35†			195,317		177,711
Credit Suisse Mortgage Capital Certificates
1.21%, 02/27/47 144A†			1,700,147		1,690,798
DBRR Trust
0.95%, 09/24/45 144A			1,224,390		1,227,559
5.74%, 06/17/49 144A†			1,805,000		2,115,061
Deutsche ALT-A Securities, Inc.
5.87%, 10/25/36 STEP			573,480		396,713
5.89%, 10/25/36 STEP			573,480		397,127
Eclipse, Ltd.
0.70%, 01/25/20(U)†			712,478		1,105,308
Fannie Mae Grantor Trust
3.31%, 02/25/32			135,031		139,674
FDIC Structured Sale Guaranteed Notes
0.26%, 10/25/13 144AW†			2,300,000		2,296,115
3.00%, 09/30/19 144A			713,458		731,964
0.93%, 12/04/20 144A†			1,904,625		1,919,505
3.25%, 04/25/38 144A			607,665		642,796
0.76%, 02/25/48 144A†			400,374		401,175
FDIC Trust
2.18%, 05/25/50 144A			1,114,609		1,095,357
Federal Home Loan Mortgage Corporation
5.00%, 01/01/19			277,428		296,973
5.00%, 02/01/19			303,876		325,229
5.00%, 12/01/19			601,798		647,463
5.50%, 05/01/22			1,964,206		2,112,609
2.48%, 07/01/27†			14,117		15,151
2.38%, 11/01/31†			74,402		79,266
2.38%, 04/01/32†			11,577		12,245
2.16%, 06/01/33†			1,135,245		1,190,499
2.39%, 10/01/34†			291,632		310,655
2.76%, 08/01/35†			1,028,739		1,095,643
2.46%, 09/01/35†			508,066		535,470
2.72%, 10/01/35†			818,910		876,201
2.59%, 04/01/36†			775,852		825,959
5.50%, 05/01/38			1,494,844		1,613,915
5.50%, 02/01/40			469,123		506,490
Federal Home Loan Mortgage Corporation REMIC
2.00%, 08/15/25 STEP			569,599		605,391
0.56%, 12/15/30†			12,043		12,044
4.50%, 09/15/41			1,220,488		1,306,747
4.50%, 11/15/41			1,341,233		1,490,287

	Par			Value
Federal National Mortgage Association
5.00%, 01/01/18		$	608,197	$	660,952
5.00%, 07/01/19			135,178		146,904
5.00%, 05/01/21			1,226,913		1,333,335
5.00%, 11/01/21			508,054		552,122
2.27%, 12/01/24†			38,271		38,655
9.00%, 05/01/25			11,654		11,695
9.00%, 07/01/25			30,705		30,813
2.50%, 09/01/27			72,701		76,079
2.50%, 11/01/27			5,054,002		5,288,803
2.50%, 12/01/27			3,300,000		3,458,984
2.50%, 01/01/28 TBA			7,700,000		8,051,312
2.36%, 09/01/31†			119,378		127,470
1.58%, 08/01/32†			980,733		1,020,951
5.50%, 10/01/32			703,925		792,332
2.24%, 12/01/32†			714,718		752,454
2.00%, 04/01/33†			198,378		208,558
2.39%, 06/01/33†			176,319		185,206
2.54%, 06/01/33†			66,416		70,684
2.92%, 10/01/33†			415,114		439,394
2.72%, 12/01/33†			140,953		149,502
3.20%, 03/01/34†			103,712		104,607
2.54%, 09/01/34†			254,921		267,469
2.55%, 09/01/34†			303,624		318,393
2.42%, 10/01/34†			325,028		343,146
2.60%, 10/01/34†			403,809		427,586
2.62%, 02/01/35†			414,834		443,296
2.78%, 09/01/35†			887,836		946,999
2.66%, 12/01/35†			29,898		31,282
1.36%, 08/01/42†			605,488		614,415
3.00%, 10/01/42			3,274,532		3,434,576
1.36%, 07/01/44†			455,114		461,764
1.36%, 10/01/44†			350,088		354,721
Federal National Mortgage Association REMIC
4.00%, 11/25/19			192,596		200,888
2.00%, 06/25/26 STEP			1,140,068		1,224,586
0.81%, 05/25/30†			469,852		470,662
0.86%, 05/25/30†			371,511		371,915
(2.43)%, 10/25/40 IOW			4,373,174		604,701
0.76%, 09/25/41†			5,406,684		5,438,135
FHLMC Multifamily Structured Pass-Through Certificates
2.23%, 07/25/13			247,414		248,321
3.61%, 06/25/14			1,095,000		1,120,829
3.99%, 05/25/19 IOW†			5,337,123		510,274
3.88%, 06/25/22 IOW†			4,153,217		464,096
FHLMC Multifamily VRD Certificates
5.50%, 08/15/51 STEP			3,000,000		3,391,191
FHLMC Structured Pass-Through Securities
1.21%, 05/25/43†			976,870		1,001,712
1.53%, 07/25/44†			1,502,581		1,535,432
First Horizon Alternative Mortgage Securities
2.54%, 06/25/34†			550,129		543,365
German Residential Asset Note Distributor PLC
0.93%, 07/20/16(E)†			706,629		898,210
GMAC Commercial Mortgage Securities, Inc.
5.30%, 08/10/38†			1,520,000		1,611,958

See Notes to Financial Statements. 87

	Par			Value
Government National Mortgage Association
1.75%, 06/20/17†		$	6,740		$	7,056
2.00%, 06/20/21†			4,496			4,674
1.63%, 03/20/22†			257,264			267,261
1.63%, 01/20/23†			35,743			37,132
1.75%, 05/20/24†			73,878			77,340
1.75%, 07/20/25†			87,099			90,512
1.75%, 08/20/25†			24,112			25,056
1.63%, 11/20/25†			71,697			73,922
1.63%, 12/20/26†			99,021			102,094
1.75%, 07/20/27†			2,319			2,410
1.63%, 10/20/27†			38,843			40,048
8.50%, 10/15/29			25,848			26,898
0.81%, 02/16/30†			136,753			138,741
8.50%, 03/15/30			980			983
8.50%, 04/15/30			5,447			5,645
8.50%, 05/15/30			128,162			140,019
1.75%, 05/20/30†			66,017			69,111
8.50%, 06/15/30			6,576			6,762
8.50%, 07/15/30			57,556			63,695
8.50%, 08/15/30			16,672			19,114
8.50%, 09/15/30			1,928			1,957
8.50%, 11/15/30			14,058			16,688
8.50%, 12/15/30			30,932			37,953
8.50%, 02/15/31			18,067			19,353
5.16%, 06/16/31†			743,808			753,763
0.51%, 03/20/37†			1,416,462			1,418,809
0.51%, 05/20/37†			606,715			607,699
3.00%, 02/19/43 TBA			5,000,000			5,303,906
Granite Mortgages PLC
0.84%, 03/20/44(U)†			547,363			876,408
0.59%, 01/20/44(E)†			236,916			309,843
0.84%, 06/20/44(U)†			2,050,224			3,274,384
Greenpoint Mortgage Funding Trust
0.39%, 01/25/37†			818,223			480,425
0.48%, 11/25/45†			224,765			163,311
GSR Mortgage Loan Trust
3.02%, 09/25/34†			550,674			542,116
2.66%, 09/25/35†			550,548			551,437
HarborView Mortgage Loan Trust
3.03%, 12/19/35†			1,407,424			1,157,109
Holmes Master Issuer PLC
1.89%, 10/15/54†			850,000			865,662
1.89%, 10/21/54 144A†			608,000			619,386
1.61%, 10/15/54(E)†			388,959			517,784
1.69%, 10/15/54 144A†			380,000			384,163
1.74%, 10/15/54 144A†			1,503,976			1,517,260
2.29%, 10/15/54(U)†			1,165,000			1,941,897
Holmes Master Issuer PLC
1.74%, 10/15/54†			916,215			924,486
Indymac Index Mortgage Loan Trust
0.48%, 06/25/37†			623,530			178,350
0.40%, 09/25/46†			938,851			653,770
JP Morgan Chase Commercial Mortgage Securities Corporation
2.11%, 11/15/28 144A†			4,485,020			4,527,260
5.12%, 07/15/41			2,185,000			2,306,851
JP Morgan Mortgage Trust
4.96%, 02/25/35†			198,646			201,666

	Par			Value
Lanark Master Issuer PLC
1.71%, 12/22/54 144A†		$	880,000		$	898,068
LCP Proudreed PLC
0.78%, 08/25/16(U)†			392,583			591,500
Luminent Mortgage Trust
0.38%, 12/25/36†			977,677			688,363
MASTR Adjustable Rate Mortgages Trust
2.90%, 12/25/33†			420,529			417,320
Merrill Lynch Floating Trust
0.75%, 07/09/21 144A†			160,894			160,104
Merrill Lynch Mortgage Trust
5.24%, 11/12/35†			1,260,000			1,293,138
MLCC Mortgage Investors, Inc.
2.50%, 12/25/34†			722,856			734,342
2.47%, 02/25/36†			790,030			763,964
Morgan Stanley Bank of America Merrill Lynch Trust
1.94%, 08/15/45 IO 144AW†			9,806,860			1,101,271
Morgan Stanley Re-REMIC Trust
1.00%, 12/01/42			1,024,825			1,022,868
5.79%, 08/12/45 144A†			880,000			1,026,722
5.79%, 08/15/45 144A†			880,000			1,026,722
2.50%, 03/23/51 144A			626,214			632,163
Motel 6 Trust
1.50%, 10/05/25 144A			380,000			380,127
1.95%, 10/05/25 144A			1,695,000			1,709,283
National RMBS Trust
4.22%, 06/20/44(A)†			1,000,000			1,036,304
NCUA Guaranteed Notes
1.84%, 10/07/20			198,893			202,156
2.90%, 10/29/20			730,000			782,268
0.77%, 12/08/20†			3,632,178			3,650,339
0.74%, 03/09/21†			2,720,955			2,752,926
Opteum Mortgage Acceptance Corporation
0.49%, 11/25/35†			270,352			268,233
Permanent Master Issuer PLC
0.66%, 04/15/20(U)†			2,060,000			3,348,525
Provident Funding Mortgage Loan Trust
2.61%, 04/25/34†			819,492			823,968
RCMC LLC
5.62%, 12/15/18 144A			574,892			577,766
Residential Accredit Loans, Inc.
0.61%, 01/25/33†			156,369			149,745
Residential Asset Securitization Trust
0.51%, 05/25/35†			298,072			284,085
Residential Funding Mortgage Securities I
6.50%, 03/25/32			22,647			23,780
Sequoia Mortgage Trust
2.87%, 01/25/42†			1,519,788			1,556,725
3.50%, 04/25/42†			1,545,701			1,569,827
Springleaf Mortgage Loan Trust
1.57%, 12/25/59 144A†			768,985			773,311
2.22%, 10/25/57 144A†			565,340			582,357
Strips 2012-1, Ltd.
1.50%, 12/25/44 144A			772,967			763,939

88 See Notes to Financial Statements.

LOW-DURATION BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par			Value
Structured Adjustable Rate Mortgage Loan Trust
2.81%, 08/25/34†		$	886,907		$	863,758
0.51%, 09/25/34†			160,115			132,048
Structured Asset Mortgage Investments, Inc.
2.08%, 10/19/34†			394,092			300,022
0.46%, 07/19/35†			147,967			127,857
0.49%, 02/25/36†			742,793			498,831
Superannuation Members Home Loans Global Fund
0.26%, 06/12/40(E)†			581,570			762,445
Talisman Finance PLC
0.39%, 10/22/16(E)†			847,831			1,023,977
TBW Mortgage Backed Pass-Through Certificates
6.01%, 07/25/37 STEP			496,031			388,851
UBS-Barclays Commercial Mortgage Trust 4.25%,
05/10/63 IO 144AW†			6,612,537			694,882
Wachovia Bank Commercial Mortgage Trust
5.42%, 01/15/45†			1,366,233			1,522,198
Washington Mutual Alternative Mortgage Pass-Through Certificates
1.01%, 05/25/47†			830,284			118,887
Washington Mutual Mortgage Pass-Through Certificates
2.50%, 02/25/37†			725,021			530,704
4.74%, 05/25/37†			902,259			695,710
2.57%, 07/25/37†			1,993,922			1,476,202
1.57%, 06/25/42†			25,831			24,798
0.52%, 01/25/45†			880,954			858,079
0.53%, 08/25/45†			362,677			339,590
0.50%, 10/25/45†			383,688			364,252
1.15%, 06/25/46†			1,433,551			1,243,392
0.91%, 01/25/47†			814,853			587,461
Wells Fargo Mortgage-Backed Securities Trust
2.63%, 12/25/34†			779,056			801,907
WF-RBS Commercial Mortgage Trust
3.79%, 02/15/44 144A			2,310,000			2,501,490
4.14%, 08/15/45 IO 144AW†			3,715,355			504,027
4.12%, 11/15/45 IO 144AW†			6,382,923			911,475
Total Mortgage-Backed Securities (Cost $181,052,609)						179,631,273
MUNICIPAL BONDS — 1.9%
California State Public Works Board, California State University Projects, Revenue Bond, Series B-2
7.80%, 03/01/35			800,000			934,008
Chicago Transit Authority, Revenue Bond Series B
6.90%, 12/01/40			1,300,000			1,579,058
Irvine Ranch Water District Joint Powers Agency, Revenue Bond, Escrowed to Maturity
2.61%, 03/15/14			2,800,000			2,875,348

	Par			Value
New York State Thruway Authority, Revenue Bond, Series A
5.00%, 03/15/26		$	400,000		$	486,084
5.00%, 03/15/27			400,000			482,228
North Texas Higher Education Authority, Taxable Student Loan Revenue Bond, Series 1
1.46%, 04/01/40†			398,021			407,164
North Texas Municipal Water District Revenue Bond
5.00%, 09/01/24			900,000			1,117,242
State of California, General Obligation
5.10%, 08/01/14			105,000			109,165
5.65%, 04/01/39†			1,340,000			1,356,495
State of Illinois, General Obligation
3.32%, 01/01/13			5,500,000			5,500,000
4.07%, 01/01/14			830,000			855,174
Total Municipal Bonds (Cost $15,152,108)						15,701,966
	Notional Amount
PURCHASED OPTION — 0.0%
Put Swaption — 0.0%
3-Month LIBOR, Strike Price $3.45, Expires 09/21/15 (RBS) (Cost $151,446)		$	1,900,000			143,757
		Par
U.S. TREASURY OBLIGATIONS — 21.5%
U.S. Treasury Bills
0.13%, 03/14/13‡‡		$	367,000			366,977
0.14%, 06/27/13‡‡			22,000			21,993
						388,970
U.S. Treasury Bonds
8.13%, 05/15/21			41,000			62,929
7.25%, 08/15/22			51,000			76,783
7.63%, 11/15/22			117,000			181,112
2.75%, 11/15/42			2,300,000			2,216,266
						2,537,090
U.S. Treasury Inflationary Index Bonds
0.13%, 04/15/17			5,400,000			5,892,708
1.13%, 01/15/21‡‡			1,700,000			2,113,099
0.13%, 01/15/22‡‡			10,300,000			11,441,434
0.13%, 07/15/22			3,700,000			4,041,967
2.38%, 01/15/25			1,300,000			2,155,571
						25,644,779
U.S. Treasury Notes
0.75%, 09/15/13‡‡			180,000			180,780
0.50%, 11/15/13			6,000,000			6,017,580
0.25%, 11/30/13			11,000,000			11,008,162
1.25%, 02/15/14			2,000,000			2,023,516
0.25%, 02/28/14			2,303,000			2,304,619
1.25%, 03/15/14			6,200,000			6,277,984
0.25%, 04/30/14			8,000,000			8,004,688
0.25%, 06/30/14			7,130,000			7,133,900
0.25%, 09/30/14			3,000,000			3,001,173

See Notes to Financial Statements. 89

	Par			Value
0.25%, 11/30/14		$	6,000,000		$	6,001,176
0.25%, 01/15/15			4,200,000			4,199,345
0.25%, 02/15/15			47,221,000			47,206,267
0.25%, 05/15/15			8,250,000			8,240,974
0.25%, 10/15/15			4,500,000			4,490,509
0.38%, 11/15/15			2,000,000			2,002,188
2.13%, 02/29/16			772,000			814,159
0.63%, 12/31/17			4,450,000			4,457,997
1.38%, 12/31/18			4,300,000			4,412,540
1.25%, 01/31/19			600,000			610,968
3.38%, 11/15/19			67,000			77,045
2.13%, 08/15/21‡‡			9,100,000			9,567,795
2.00%, 02/15/22			2,100,000			2,172,024
1.75%, 05/15/22			5,400,000			5,447,671
1.63%, 08/15/22			1,000,000			993,594
						146,646,654
Total U.S. Treasury Obligations (Cost $174,189,721)						175,217,493
	Shares
MONEY MARKET FUNDS — 6.6%
GuideStone Money Market Fund (GS4 Class)¥			16,500,802			16,500,802
Northern Institutional Liquid Assets Portfolio§			37,397,181			37,397,181
Total Money Market Funds (Cost $53,897,983)						53,897,983
	Par
REPURCHASE AGREEMENTS — 8.6%
BNP Paribas Securities Corporation
0.14% (dated 12/28/12, due 01/10/13, repurchase price $8,500,430, collateralized by Federal Home Loan Mortgage Corporation, 3.500%, due 07/01/42, total market value
$8,867,812)		$	8,500,000			8,500,000
Morgan Stanley & Co., Inc.
0.25% (dated 12/31/12, due 01/02/13, repurchase price $23,900,332, collateralized by U.S. Treasury Note, 1.500%, due 06/30/16, total market value
$24,208,622)			23,900,000			23,900,000
0.25% (dated 01/02/13, due 01/03/13, repurchase price $30,400,211, collateralized by Federal Home Loan Mortgage Corporation, 2.650%, due 11/06/14, total market value
$30,987,903)			30,400,000			30,400,000
Royal Bank of Scotland PLC
0.23% (dated 12/19/12, due 02/21/13, repurchase price $7,002,862, collateralized by U.S. Treasury Note, 4.250%, due 08/15/14, total market value
$7,140,208)			7,000,000			7,000,000
Total Repurchase Agreements (Cost $69,800,000)						69,800,000
TOTAL INVESTMENTS — 109.4% (Cost $882,728,643)						889,696,507

	Notional Amount				Value
WRITTEN OPTIONS — (0.1)%
Call Swaption — (0.1)%
3-Month LIBOR, Strike Price $1.40, Expires 03/18/13
(DEUT)		$	(14,000,000	)		$	(346,732	)
Put Swaptions — 0.0%
3-Month LIBOR, Strike Price $1.40, Expires 03/18/13
(DEUT)			(14,000,000	)			(4,337	)
3-Month LIBOR, Strike Price $2.50, Expires 09/21/15
(RBS)			(8,000,000	)			(122,846	)
							(127,183	)
Total Written Options
(Premiums received $(586,250))							(473,915	)
		Par
TBA SALE COMMITMENTS — (1.9)%
Federal Home Loan Mortgage Corporation
5.50%, 01/01/39 TBA		$	(3,000,000	)			(3,237,657	)
Federal National Mortgage Association
5.50%, 01/01/40 TBA			(2,000,000	)			(2,172,813	)
5.50%, 02/01/40 TBA			(5,000,000	)			(5,434,375	)
4.00%, 01/01/41 TBA			(4,000,000	)			(4,287,499	)
Total TBA Sale Commitments (Cost $(15,115,625))							(15,132,344	)
Liabilities in Excess of Other Assets — (7.4)%							(60,464,831	)
NET ASSETS — 100.0%						$	813,625,417

90 See Notes to Financial Statements.

LOW-DURATION BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

PORTFOLIO SUMMARY (based on net assets)

	%
Mortgage-Backed Securities		22.1
U.S. Treasury Obligations		21.5
Corporate Bonds		21.2
Foreign Bonds		17.3
Asset-Backed Securities		8.7
Repurchase Agreements		8.6
Money Market Funds		6.6
Municipal Bonds		1.9
Agency Obligations		0.9
Loan Agreements		0.4
Swap Agreements		0.3
Future Contracts		0.2
Commercial Paper		0.2
Purchased Option		—	**
Written Options		(0.1	)
TBA Sale Commitments		(1.9	)
Forward Foreign Currency Contracts		(7.7	)
		100.2

** Rounds to less than 0.005%.

See Notes to Financial Statements. 91

Swap agreements outstanding at December 31, 2012:

Reference Obligation	Fixed Deal (Pay) Rate			Maturity Date		Counterparty		Currency		Notional Amount		Market Value		Upfront Premiums Paid/ (Received)		Unrealized Appreciation (Depreciation)
Credit Default Swaps on Corporate Issues — Buy Protection
Nabors Industries,
6.15% due 02/15/18		(0.63	)%		03/20/18		CITI		USD	$	1,525,000	$	79,600	$	—	$	79,600
Morgan Stanley ABS Capital I,
7.02% due 12/27/33		(0.54	)%		12/27/33		MSCS		USD		313,062		39,944		—		39,944
Long Beach Mortgage Trust,
6.72% due 02/25/34		(0.49	)%		02/25/34		BAR		USD		334,409		158,104		—		158,104
Specialty Underwriting & Residential Finance,
6.62% due 02/25/35		(0.59	)%		02/25/35		BAR		USD		353,593		296,052		—		296,052
										$	2,526,064	$	573,700	$	—	$	573,700

Reference Obligation	Implied Credit Spread			Fixed Deal (Pay) Rate			Maturity Date		Counterparty		Currency		Notional Amount		Market Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation (Depreciation)
Credit Default Swaps on Corporate Issues — Sell Protection
General Electric Capital Corporation,
5.625% due 09/15/17		0.16	%		1.00	%		09/20/13		UBS		USD	$	700,000	$	4,387		$	(7,314	)	$	11,701
Barclays Bank PLC,
1.551% due 10/27/15		1.24	%		1.00	%		12/20/17		GSC		EUR		1,200,000		(17,931	)		(49,796	)		31,865
													$	1,900,000	$	(13,544	)	$	(57,110	)	$	43,566

Reference Obligation	Fixed Deal (Pay) Rate			Maturity Date		Counterparty		Currency		Notional Amount		Market Value			Upfront Premiums Paid/ (Received)		Unrealized Appreciation (Depreciation)
Credit Default Swaps on Credit Indices — Buy Protection
CMBX.NA.AAA.4 Index		(0.35	)%		02/17/51		GSC		USD	$	5,700,000	$	246,846		$	802,627	$	(555,781	)
Dow Jones CDX IG14 Index		(1.00	)%		06/20/15		CME		USD		7,900,000		(105,914	)		7,236		(113,150	)
Dow Jones CDX IG16 Index		(1.00	)%		12/20/15		CME		USD		1,800,000		(24,507	)		12,494		(37,001	)
Dow Jones CDX IG16 Index		(1.00	)%		06/20/16		CME		USD		400,000		(4,862	)		6,567		(11,429	)
Dow Jones iTraxx		(1.00	)%		06/20/17		BNP		USD		1,100,000		6,847			13,859		(7,012	)
Dow Jones CDX IG9 Index		(0.80	)%		12/20/17		CME		USD		16,552,800		331,431			737,323		(405,892	)
										$	33,452,800	$	449,841		$	1,580,106	$	(1,130,265	)

92 See Notes to Financial Statements.

LOW-DURATION BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

Reference Obligation	Fixed Deal (Pay) Rate			Maturity Date		Counterparty		Currency		Notional Amount		Market Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation (Depreciation)
Interest Rate Swaps
Brazil CETIP Interbank Deposit		7.78	%		01/02/14		HKSB		BRL	$	10,300,000	$	36,324		$	17,142		$	19,182
Brazil CETIP Interbank Deposit		11.94	%		01/02/14		HKSB		BRL		6,600,000		242,653			6,020			236,633
Brazil CETIP Interbank Deposit		11.96	%		01/02/14		GSC		BRL		3,900,000		158,293			(18,541	)		176,834
Brazil CETIP Interbank Deposit		12.51	%		01/02/14		BAR		BRL		1,000,000		39,340			514			38,826
Brazil CETIP Interbank Deposit		8.03	%		01/02/14		GSC		BRL		1,000,000		5,126			—			5,126
Brazil CETIP Interbank Deposit		12.56	%		01/02/14		HSBC		BRL		800,000		31,826			642			31,184
Brazil CETIP Interbank Deposit		7.40	%		01/02/14		BAR		BRL		700,000		1,027			(72	)		1,099
Brazil CETIP Interbank Deposit		10.14	%		01/02/15		HKSB		BRL		3,800,000		95,742			7,380			88,362
Brazil CETIP Interbank Deposit		8.08	%		01/02/15		HKSB		BRL		3,200,000		13,222			5,579			7,643
Brazil CETIP Interbank Deposit		8.43	%		01/02/15		DEUT		BRL		1,000,000		7,881			5,750			2,131
Brazil CETIP Interbank Deposit		9.93	%		01/02/15		UBS		BRL		400,000		9,218			280			8,938
Brazil CETIP Interbank Deposit		8.83	%		01/02/15		HKSB		BRL		200,000		2,381			339			2,042
Brazil CETIP Interbank Deposit		8.49	%		01/02/17		BNP		BRL		900,000		3,072			—			3,072
6-Month EURIBOR		2.00	%		03/21/17		CME		EUR		3,600,000		313,844			106,494			207,350
6-Month BBR BBSW Index		5.50	%		12/15/17		BAR		AUD		1,500,000		158,050			(5,029	)		163,079
6-Month BBR BBSW Index		5.50	%		12/15/17		DEUT		AUD		1,000,000		105,168			(2,997	)		108,165
3-Month LIBOR		1.50	%		01/04/18		CME		USD		500,000		(1,223	)		—			(1,223	)
6-Month BBR BBSW Index		3.75	%		03/15/18		CME		AUD		5,400,000		115,607			5,510			110,097
MXN-TIIE-Banxico		7.50	%		06/02/21		UBS		MXN		300,000		2,884			847			2,037
6-Month BBR BBSW Index		3.75	%		03/15/23		CME		AUD		3,500,000		(29,039	)		(22,821	)		(6,218	)
6-Month BBR BBSW Index		4.00	%		03/15/23		CME		AUD		1,400,000		18,603			4,422			14,181
6-Month BBR BBSW Index		4.25	%		03/15/23		CME		AUD		200,000		6,974			1,093			5,881
6-Month EURIBOR		1.75	%		03/20/23		CME		EUR		800,000		(12,687	)		15,456			(28,143	)
										$	52,000,000	$	1,324,286		$	128,008		$	1,196,278
Total Swap agreements outstanding at December 31, 2012										$	89,878,864	$	2,334,283		$	1,651,004		$	683,279

See Notes to Financial Statements. 93

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value				Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs				Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Agency Obligations		$	7,526,532			$	—		$	7,526,532			$	—
Asset-Backed Securities			70,497,869				—			66,052,033				4,445,836
Commercial Paper			1,152,675				—			1,152,675				—
Corporate Bonds			172,824,171				—			167,708,077				5,116,094
Foreign Bonds			140,315,611				—			138,860,358				1,455,253
Loan Agreements			2,987,177				—			2,987,177				—
Money Market Funds			53,897,983				53,897,983			—				—
Mortgage-Backed Securities			179,631,273				—			159,724,130				19,907,143
Municipal Bonds			15,701,966				—			15,701,966				—
Purchased Option			143,757				—			143,757				—
Repurchase Agreements			69,800,000				—			69,800,000				—
U.S. Treasury Obligations			175,217,493				—			175,217,493				—
Total Assets - Investments in Securities		$	889,696,507			$	53,897,983		$	804,874,198			$	30,924,326
Other Financial Instruments***
Futures Contracts		$	111,964			$	111,964		$	—			$	—
Swap Agreements			2,334,283				—			2,334,283				—
Total Assets - Other Financial Instruments		$	2,446,247			$	111,964		$	2,334,283			$	—
Liabilities:
Investments in Securities:
TBA Sale Commitments		$	(15,132,344	)		$	—		$	(15,132,344	)		$	—
Written Options			(473,915	)			—			(473,915	)			—
Total Liabilities - Investments in Securities		$	(15,606,259	)		$	—		$	(15,606,259	)		$	—
Other Financial Instruments***
Forward Foreign Currency Contracts		$	(1,557,046	)		$	—		$	(1,557,046	)		$	—
Total Liabilities - Other Financial Instruments		$	(1,557,046	)		$	—		$	(1,557,046	)		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

There were no transfers between Level 1 and Level 2 during the year ended December 31, 2012.

The unobservable inputs used in the fair value measurement of the reporting entity’s asset-backed securities, corporate bonds, foreign bonds and mortgage-backed securities are values based on evaluated quotations received from dealers who make markets in such securities. Significant increases (decreases) in those evaluated quotations would result in a significantly higher (lower) fair value measurement.

94 See Notes to Financial Statements.

LOW-DURATION BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

	Total Value				Asset-Backed Securities				Corporate Bonds				Foreign Bonds				Mortgage-Backed Securities
Balance, 12/31/11		$	2,080,728			$	884,143			$	1,195,328			$	—			$	1,257
Accrued discounts/premiums			59				(37	)			(84	)			(8	)			188
Realized gain (loss)(1)			261				—				—				—				261
Change in unrealized appreciation (depreciation)(2)			7,980				(4,497	)			13,390				(14,721	)			13,808
Purchases			12,030,549				2,221,856				2,351,374				1,343,838				6,113,481
Sales			(307,670	)			(248,519	)			—				—				(59,151	)
Transfers in to Level 3(3)			17,198,161				1,592,890				1,556,086				126,144				13,923,041
Transfers out of Level 3			—				—				—				—				—
Maturities			—				—				—				—				—
Paydowns			(85,742	)			—				—				—				(85,742	)
Balance, 12/31/12		$	30,924,326			$	4,445,836			$	5,116,094			$	1,455,253			$	19,907,143

⁽¹⁾  Realized gain (loss) from the sale of Level 3 securities can be found on the Statement of Operations in Net realized gain (loss) from investment securities.

⁽²⁾  Change in unrealized appreciation (depreciation) can be found on the Statement of Operations in Net change in unrealized appreciation (depreciation) on investment securities.

⁽³⁾  Transfers into Level 3 represent the value of securities at December 31, 2012 that were transferred from Level 2 to Level 3 of the fair value hierarchy as a result of the inability of the Fund to obtain a price which was determined using observable inputs.

See Notes to Financial Statements. 95

Medium-Duration Bond Fund

Throughout most of 2012, macroeconomic and geopolitical events seemed to dominate the headlines, causing vast changes in investor sentiment and volatility in the capital markets. During the year, the capital markets were absorbing a great deal of information related to the European financial crisis, domestic economic growth, the resolution to the U.S. “fiscal cliff” and the U.S. Presidential election. Underneath these clouds of uncertainty, the capital markets quietly shrugged off these issues and posted positive annual returns that were higher than many pundits thought at the beginning of the year. During the year, riskier asset classes such as equities, high yield bonds and emerging markets debt dominated as investors were willing to take on more risk in the low interest rate environment. This behavior was somewhat explained by improving corporate fundamentals and the fact that monetary/fiscal policies implemented around the globe had greatly reduced the probability of a “left-tail event” (or a severe global recession). The broad domestic bond market, as measured by the Barclays Capital U.S. Aggregate Bond Index, posted an annual return of 4.22%. In comparison, the S&P 500^® Index, a broad performance measure of U.S. stocks, was up 16.00% for the year.

Despite the macroeconomic headwinds and an increase in investors’ risk appetite, all major bond market sectors posted positive returns for the year, led by riskier sectors. Throughout the year, U.S. Treasury yields remained at historically low levels across the yield curve. Short-term rates remained low in response to the Federal Reserve’s implementation of a near zero federal funds rate for the foreseeable future and the implementation of non-traditional strategies such as Operation Twist and the third round of quantitative easing (QE3). Market forces, lack of inflationary pressures and Federal Reserve policies kept mid- and longer-dated U.S. Treasury yields relatively unchanged during the year. The U.S. Treasury sector was one of the worst performing bond sectors during the year as it was negatively impacted by the “risk on” and low yield environment. As a sector, U.S. Treasuries posted an annual return of 1.99%, with longer-dated U.S. Treasuries posting a slightly higher annual return of 3.78%. Shorter-term U.S. Treasuries, as measured by the Bank of America Merrill Lynch 1-3 Year Treasury Index, generated a one-year return of 0.43%. The year ended with Treasury yields at remarkably low levels with the yield on the 10-year U.S. Treasury bond at 1.76% and the 30-year U.S. Treasury bond at 2.95%.

With investors willing to take on more risk for the potential of higher return, non-U.S. Treasury bonds (bonds that trade at a risk premium or “spread” to U.S. Treasuries) outpaced U.S. Treasury securities during 2012. Generally, lower quality bonds outpaced higher quality bonds while longer maturity bonds typically outperformed shorter maturity bonds. Non-U.S. Treasury bond sector returns varied by risk. The Barclays Capital U.S. Aggregate - Investment Grade (defined by credit quality of BBB- or higher) produced an annual return of 9.82%. Corporate bonds benefited from improving underlying corporate fundamentals, strong balance sheets and high investor demand. Within the corporate bond sector, the Barclays Capital U.S. Aggregate - Investment Grade Financial Index led with an annual return of 14.65%. The Barclays Capital U.S. High Yield - Corporate Index (defined by below investment grade corporate bonds) generated an annual return of 15.81%, benefiting from strong corporate fundamentals and a historically low default rate environment. Emerging markets debt was another top performer, as the JP Morgan EMBI+ Index generated an annual return of 18.04%, which outpaced U.S. stocks for the year.

The Fund invested in a diversified portfolio composed of investment grade fixed income securities with an average dollar-weighted duration (a measure of bond prices’ sensitivity to changes in interest rates) normally between three to seven years. The GS4 Class of the Fund outperformed its benchmark index, the Barclays Capital U.S. Aggregate Bond Index, for the one-year period ended December 31, 2012 (7.68% versus 4.22%). The Fund’s benchmark relative outperformance was largely attributable to the Fund’s exposure to and security selection in non-U.S. Treasury sectors. The Fund was generally underweight U.S. Treasuries in favor of spread sectors, which outperformed U.S. Treasuries for the year. During this historically low interest rate environment, U.S. Treasuries appeared expensive relative to the more attractively valued spread sectors that were demonstrating improving fundamentals while offering a higher yield orientation. During the year, the Fund remained diversified across multiple spread sectors including, but not limited to, corporate bonds, mortgage-backed securities, Yankee bonds and non-U.S. bonds. High yield and emerging markets bonds were also utilized on a tactical basis.

Other strategies involving derivatives were utilized during the year. U.S. Treasury futures contracts were used for the purpose of duration management and yield curve positioning strategies. Overall, these positions had little impact on performance. Currency forward contracts were utilized in an effort to hedge foreign currency risk and to add exposure to rising currencies. These currency strategies resulted in a minimal positive impact to the Fund’s performance. In an effort to take advantage of interest rate and credit quality viewpoints during the year, certain derivative instruments were also used including interest rate swaps and credit default swaps. These strategies had a slight positive impact on the Fund’s performance. During the year, the Fund remained focused on its objective of seeking maximum total return consistent with preservation of capital.

96

Medium-Duration Bond Fund

This Fund may be suitable for investors who have a short- to medium-term investment horizon, seek higher returns than those offered by a shorter maturity bond fund, can accept some short-term fluctuations in account value and want to diversify their portfolio with a fixed income investment option. This Fund is subject to interest rate risk. Meaning, when interest rates rise, the value of the existing bonds decrease and vice versa. Changes in interest rates have a bigger impact on long duration holdings than on short duration holdings. To the extent that the investment adviser misjudges current market conditions, the Fund’s volatility may be amplified by its use of short sales and derivatives and by its ability to select sub-advisers to allocate assets. Short sales by a fund theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. Leverage may increase the risk of loss and cause fluctuations in the market value of the Fund’s portfolio to have disproportionately large effects or cause the net asset value of the Fund generally to decline faster than it would otherwise.

Please see page 113 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

97

Medium-Duration Bond Fund

Average Annual Total Returns as of 12/31/12
	GS2 Class*	GS4 Class*	Benchmark**
One Year	7.93%	7.68%	4.22%
Five Year	7.10%	6.97%	5.95%
Ten Year	6.13%	5.99%	5.18%
Inception Date	08/27/01	08/27/01
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	0.54%	0.77%

⁽¹⁾ Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph compares the results of a hypothetical $10,000 investment in the GS4 Class of the Fund for the 10 year period from December 31, 2002 to December 31, 2012, with all dividends and capital gains reinvested, with the Barclays Capital U.S. Aggregate Bond Index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**The Barclays Capital U.S. Aggregate Bond Index represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment grade fixed-rate bond market, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

98

MEDIUM-DURATION BOND FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Par		Value
AGENCY OBLIGATIONS — 1.2%
Federal Farm Credit Bank
5.05%, 11/06/17	$	400,000	$	480,645
Federal Home Loan Bank
0.21%, 01/04/13‡‡		1,600,000		1,600,010
5.63%, 06/11/21		700,000		912,080
Federal Home Loan Mortgage Corporation
4.38%, 01/15/14(E)		400,000		545,709
1.25%, 08/01/19		900,000		902,667
2.38%, 01/13/22D		2,000,000		2,093,602
Federal National Mortgage Association
0.02%, 02/20/13†		60,000		59,999
0.88%, 08/28/17		500,000		502,014
6.10%, 10/09/19†		150,000		131,629
6.25%, 05/15/29		500,000		720,341
6.63%, 11/15/30D		1,170,000		1,787,266
Tennessee Valley Authority
5.25%, 09/15/39		350,000		462,343
4.63%, 09/15/60		200,000		240,825
Total Agency Obligations (Cost $9,753,509)				10,439,130
ASSET-BACKED SECURITIES — 2.8%
Access Group, Inc.
1.62%, 10/27/25†		1,165,554		1,174,736
Amortizing Residential Collateral Trust
0.49%, 01/01/32†		31,266		23,711
Asset-Backed Securities Corporation Home Equity
0.48%, 09/25/34†		168,113		161,472
Avis Budget Rental Car Funding AESOP LLC
3.15%, 03/20/17 144A		160,000		169,216
2.80%, 05/20/18 144A		200,000		210,903
Bayview Financial Acquisition Trust
0.88%, 02/28/44†		309,867		302,101
Bear Stearns Asset-Backed Securities, Inc.
6.00%, 10/25/36		2,212,534		1,695,042
6.50%, 10/25/36		2,868,356		2,301,515
Brazos Higher Education Authority
0.42%, 09/25/23†		324,010		323,269
CIT Mortgage Loan Trust
1.46%, 10/25/37 144A†		401,693		391,336
College Loan Corporation Trust
0.51%, 04/25/24†		500,000		471,103
0.41%, 10/25/25†		1,000,000		984,385
Countrywide Home Equity Loan Trust
0.50%, 02/15/34†		281,818		208,101
0.45%, 12/15/35†		402,577		235,749
0.35%, 07/15/36†		702,090		462,782
Education Funding Capital Trust I
2.80%, 06/15/43Ώ†		700,000		630,259
EMC Mortgage Loan Trust
0.76%, 11/25/41 144A†		74,695		70,821
Financial Asset Securities Corporation AAA Trust
0.62%, 02/27/35 144A†		956,168		569,208

	Par			Value
GCO Education Loan Funding Trust
0.54%, 05/25/36†		$	150,000		$	130,377
GMAC Mortgage Corporation Loan Trust
7.00%, 09/25/37			305,372			282,286
Hertz Vehicle Financing LLC
5.29%, 03/25/16 144A			400,000			435,067
Lehman XS Trust
0.51%, 11/25/35†			670,725			536,172
Magnolia Funding, Ltd.
3.00%, 04/20/17 144A(E)			305,073			403,020
Nelnet Education Loan Funding, Inc.
1.09%, 02/25/39†			800,000			725,094
Panhandle-Plains Higher Education Authority, Inc.
1.44%, 10/01/35†			706,978			719,095
Provident Bank Home Equity Loan Trust
0.75%, 08/25/31†			99,326			53,747
RAMP Trust
0.69%, 03/25/34†			334,245			277,874
Residential Funding Securities LLC
0.66%, 06/25/33 144A†			127,128			125,411
Salomon Brothers Mortgage Securities VII, Inc.
0.69%, 03/25/28†			29,834			28,550
SLM Student Loan Trust
1.82%, 04/25/23†			4,790,751			4,992,374
2.02%, 07/25/23†			1,100,000			1,160,945
0.60%, 12/15/25 144A†			400,000			390,736
0.44%, 01/25/27†			900,000			879,829
3.50%, 08/17/43 144A†			1,088,720			1,053,493
3.46%, 05/16/44 144A†			1,234,949			1,301,515
Structured Asset Investment Loan Trust
1.05%, 08/25/34†			434,744			418,642
Total Asset-Backed Securities (Cost $25,855,653)						24,299,936
CORPORATE BONDS — 20.9%
AbbVie, Inc.
1.75%, 11/06/17 144AD			1,520,000			1,538,313
2.90%, 11/06/22 144A			320,000			326,578
Access Midstream Partners LP
5.88%, 04/15/21			330,000			352,275
4.88%, 05/15/23			10,000			10,162
Ally Financial, Inc.
6.25%, 12/01/17			606,000			673,246
American Express Co.
6.80%, 09/01/66†			1,320,000			1,422,300
American Express Credit Corporation
5.13%, 08/25/14			160,000			171,483
American General Capital II
8.50%, 07/01/30			250,000			316,250
American Honda Finance Corporation
1.00%, 08/11/15 144A			480,000			483,016
American International Group, Inc.
3.75%, 11/30/13 144A			200,000			205,210
2.38%, 08/24/15			175,000			180,210

See Notes to Financial Statements. 99

	Par			Value
5.60%, 10/18/16		$	600,000		$	685,777
5.45%, 05/18/17			125,000			143,848
8.25%, 08/15/18 144A			3,200,000			4,214,336
6.40%, 12/15/20			150,000			186,420
6.25%, 03/15/87			380,000			407,550
Anadarko Petroleum Corporation
6.38%, 09/15/17			40,000			47,829
ANZ Capital Trust II
5.36%, 11/29/49 144A			800,000			824,000
Apache Corporation
6.00%, 09/15/13			680,000			705,968
Arch Coal, Inc.
7.25%, 06/15/21D			500,000			463,750
Arizona Public Service Co.
8.75%, 03/01/19D			525,000			692,897
Ashland, Inc.
4.75%, 08/15/22 144AD			550,000			574,750
ASIF Global Financing XIX
4.90%, 01/17/13 144A			100,000			100,144
AT&T, Inc.
5.10%, 09/15/14			530,000			569,560
2.95%, 05/15/16			825,000			874,148
5.50%, 02/01/18			590,000			703,657
5.60%, 05/15/18D			30,000			36,231
3.88%, 08/15/21			200,000			223,314
2.63%, 12/01/22			805,000			808,077
6.55%, 02/15/39			130,000			171,441
4.35%, 06/15/45 144A			222,000			223,968
Baker Hughes, Inc.
7.50%, 11/15/18			710,000			941,742
Ball Corporation
5.00%, 03/15/22			525,000			564,375
Bank of America Corporation
1.73%, 01/30/14†			900,000			907,758
0.60%, 10/14/16†D			1,700,000			1,639,992
3.88%, 03/22/17			130,000			141,126
6.00%, 09/01/17			325,000			380,974
5.75%, 12/01/17			2,340,000			2,730,462
5.65%, 05/01/18			950,000			1,106,564
5.88%, 01/05/21			150,000			179,887
5.00%, 05/13/21			20,000			22,873
5.70%, 01/24/22			575,000			692,725
Barrick North America Finance LLC
4.40%, 05/30/21			610,000			670,134
Bear Stearns Cos. LLC
5.70%, 11/15/14			1,000,000			1,087,159
6.40%, 10/02/17D			1,200,000			1,442,707
7.25%, 02/01/18			675,000			846,732
BellSouth Capital Funding Corporation
7.88%, 02/15/30			12,000			15,855
BellSouth Corporation
6.88%, 10/15/31			1,000			1,248
Berkshire Hathaway, Inc.
3.20%, 02/11/15D			280,000			294,930
Blackstone Holdings Finance Co. LLC
4.75%, 02/15/23 144A			150,000			159,780
6.25%, 08/15/42 144A			150,000			169,964
Boeing Capital Corporation
4.70%, 10/27/19			230,000			271,777

	Par			Value
Boeing Co.
4.88%, 02/15/20D		$	300,000		$	362,001
6.63%, 02/15/38			210,000			309,494
Calpine Corporation
7.88%, 01/15/23 144A			700,000			794,500
Capital One Capital III
7.69%, 08/01/66			600,000			600,000
Capital One Capital VI
8.88%, 05/15/40			200,000			200,000
Capital One Financial Corporation
1.00%, 11/06/15			325,000			324,128
Caterpillar Financial Services Corporation
6.20%, 09/30/13			450,000			469,512
CCO Holdings LLC
5.25%, 09/30/22D			600,000			610,500
Cellco Partnership/Verizon Wireless Capital LLC
8.50%, 11/15/18			490,000			674,918
CenterPoint Energy Resources Corporation
5.95%, 01/15/14			525,000			551,239
CF Industries, Inc.
7.13%, 05/01/20			175,000			220,571
Chubb Corporation
6.38%, 03/29/67†			375,000			410,625
Cigna Corporation
2.75%, 11/15/16			225,000			236,905
CitiFinancial, Inc.
6.63%, 06/01/15			300,000			333,426
Citigroup, Inc.
6.00%, 12/13/13			980,000			1,027,144
5.13%, 05/05/14			69,000			72,712
5.00%, 09/15/14D			1,720,000			1,810,333
6.01%, 01/15/15			150,000			163,987
5.50%, 02/15/17D			1,160,000			1,287,093
6.13%, 11/21/17D			1,205,000			1,435,685
6.13%, 05/15/18D			2,400,000			2,879,554
4.50%, 01/14/22D			175,000			195,615
6.88%, 03/05/38			330,000			435,909
5.90%, 12/29/49†			130,000			131,832
5.95%, 12/29/49†			200,000			202,750
Clean Harbors, Inc.
5.25%, 08/01/20D			195,000			204,262
Cliffs Natural Resources, Inc.
3.95%, 01/15/18D			320,000			322,440
4.80%, 10/01/20D			110,000			109,493
4.88%, 04/01/21D			60,000			59,690
Comcast Cable Communications Holdings, Inc.
8.38%, 03/15/13			83,000			84,313
Comcast Corporation
5.70%, 05/15/18			1,250,000			1,504,609
6.95%, 08/15/37			40,000			54,427
Concho Resources, Inc.
5.50%, 10/01/22			260,000			275,600
ConocoPhillips Holding Co.
6.95%, 04/15/29			420,000			587,139
Continental Airlines 1998-1 Class A Pass Through Trust
6.65%, 03/15/19			239,983			257,070
Continental Resources, Inc.
5.00%, 09/15/22			1,075,000			1,163,688

100 See Notes to Financial Statements.

MEDIUM-DURATION BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par			Value
COX Communications, Inc.
5.45%, 12/15/14D		$	69,000		$	75,286
3.25%, 12/15/22 144A			300,000			310,035
Crown Castle International Corporation
5.25%, 01/15/23 144A			550,000			590,563
CSC Holdings LLC
8.63%, 02/15/19			305,000			366,000
CVS Caremark Corporation
2.75%, 12/01/22D			925,000			930,403
5.75%, 05/15/41			225,000			281,221
CVS Pass-Through Trust
6.94%, 01/10/30			789,592			996,586
D.R. Horton, Inc.
4.38%, 09/15/22D			550,000			563,750
Daimler Finance NA LLC
6.50%, 11/15/13			100,000			104,996
0.92%, 03/28/14 144A†			3,400,000			3,408,218
1.30%, 07/31/15 144A			640,000			644,122
DDR Corporation
4.63%, 07/15/22D			400,000			437,371
Delta Air Lines 2007-1 Class A Pass Through Trust
6.82%, 02/10/24			354,847			396,081
Devon Energy Corporation
3.25%, 05/15/22D			90,000			94,118
5.60%, 07/15/41			340,000			405,409
Discover Financial Services
3.85%, 11/21/22 144A			425,000			439,447
DISH DBS Corporation
6.63%, 10/01/14			30,000			32,325
7.75%, 05/31/15D			200,000			224,750
5.88%, 07/15/22			360,000			388,800
DPL, Inc.
7.25%, 10/15/21D			350,000			376,250
Eastman Chemical Co.
2.40%, 06/01/17			575,000			594,736
Eaton Corporation
1.50%, 11/02/17 144A			180,000			180,577
2.75%, 11/02/22 144AD			520,000			519,506
4.15%, 11/02/42 144A			200,000			203,128
Ecolab, Inc.
3.00%, 12/08/16			275,000			292,518
4.35%, 12/08/21			330,000			369,029
El Paso LLC
7.00%, 06/15/17			710,000			814,610
7.80%, 08/01/31D			750,000			878,214
El Paso Natural Gas Co.
7.50%, 11/15/26D			300,000			399,252
Enterprise Products Operating LLC
5.25%, 01/31/20			10,000			11,901
6.13%, 10/15/39			30,000			36,373
5.95%, 02/01/41			60,000			72,706
5.70%, 02/15/42D			510,000			599,576
8.38%, 08/01/66†			325,000			371,197
7.03%, 01/15/68†			475,000			544,460
EOG Resources, Inc.
1.06%, 02/03/14†			3,500,000			3,525,392
Equinix, Inc.
7.00%, 07/15/21			975,000			1,085,906
ERP Operating LP
4.63%, 12/15/21			250,000			282,114

	Par			Value
Exelon Corporation
5.63%, 06/15/35		$	655,000		$	733,678
Express Scripts Holding Co.
3.50%, 11/15/16 144A			1,020,000			1,091,539
2.65%, 02/15/17 144A			250,000			260,101
Fifth Third Bancorp
3.63%, 01/25/16			175,000			187,111
Fifth Third Bank Ohio
0.42%, 05/17/13†			400,000			399,939
First Niagara Financial Group, Inc.
6.75%, 03/19/20			250,000			296,274
FirstEnergy Corporation
7.38%, 11/15/31D			890,000			1,152,742
Ford Motor Credit Co., LLC
5.63%, 09/15/15			3,100,000			3,402,355
8.00%, 12/15/16D			1,475,000			1,784,703
5.00%, 05/15/18			225,000			248,836
5.88%, 08/02/21D			300,000			349,963
Freeport-McMoRan Copper & Gold, Inc.
3.55%, 03/01/22D			590,000			586,283
Fresenius Medical Care US Finance, Inc.
6.88%, 07/15/17			250,000			282,500
Frontier Communications Corporation
8.50%, 04/15/20D			475,000			548,625
GE Capital Trust I
6.38%, 11/15/67†D			321,000			339,056
General Electric Capital Corporation
1.63%, 07/02/15D			1,170,000			1,190,143
6.00%, 08/07/19D			1,850,000			2,253,788
4.38%, 09/16/20D			330,000			368,904
5.88%, 01/14/38			150,000			181,579
General Electric Co.
0.85%, 10/09/15D			210,000			210,884
2.70%, 10/09/22			525,000			536,282
George Washington University
1.83%, 09/15/17			2,600,000			2,650,895
GlaxoSmithKline Capital, Inc.
5.65%, 05/15/18			380,000			463,406
Goldman Sachs Capital II
4.00%, 06/01/43†			60,000			46,940
Goldman Sachs Group, Inc.
4.75%, 07/15/13			20,000			20,422
5.25%, 10/15/13			160,000			165,634
6.00%, 05/01/14			90,000			95,813
5.75%, 10/01/16D			1,900,000			2,163,786
5.95%, 01/18/18D			1,000,000			1,164,982
6.00%, 06/15/20			460,000			547,419
5.25%, 07/27/21			110,000			125,617
6.25%, 02/01/41			550,000			677,271
HCA, Inc.
6.50%, 02/15/16D			686,000			749,455
7.88%, 02/15/20			125,000			139,688
7.69%, 06/15/25			250,000			256,875
HCP, Inc. REIT
6.00%, 01/30/17			300,000			344,941
2.63%, 02/01/20D			300,000			299,309
Hess Corporation
8.13%, 02/15/19			330,000			434,864

See Notes to Financial Statements. 101

	Par			Value
7.88%, 10/01/29		$	260,000		$	362,450
Hewlett-Packard Co.
0.59%, 05/24/13†			3,000,000			2,991,606
3.00%, 09/15/16			300,000			302,182
2.60%, 09/15/17D			300,000			292,567
4.30%, 06/01/21			124,000			123,037
HSBC USA, Inc.
2.38%, 02/13/15			1,700,000			1,749,567
Humana, Inc.
7.20%, 06/15/18			480,000			592,587
3.15%, 12/01/22			120,000			119,584
Hyundai Capital America
2.13%, 10/02/17 144A			130,000			131,078
ILFC E-Capital Trust II
6.25%, 12/21/65 144A†			280,000			240,800
International Lease Finance Corporation
6.50%, 09/01/14 144A			240,000			257,400
6.75%, 09/01/16 144A			840,000			947,100
8.63%, 01/15/22D			250,000			310,000
John Deere Capital Corporation
2.25%, 04/17/19D			240,000			247,374
JPMorgan Chase & Co.
5.75%, 01/02/13			320,000			320,000
5.15%, 10/01/15			1,890,000			2,078,730
1.10%, 10/15/15D			750,000			750,490
6.30%, 04/23/19			800,000			988,333
4.40%, 07/22/20D			230,000			260,056
4.35%, 08/15/21			70,000			78,419
3.25%, 09/23/22			275,000			283,779
Kerr-McGee Corporation
6.95%, 07/01/24			420,000			533,231
7.88%, 09/15/31			490,000			652,664
Kinder Morgan Energy Partners LP
5.00%, 12/15/13			200,000			207,610
6.00%, 02/01/17D			250,000			292,271
Kraft Foods Group, Inc.
5.38%, 02/10/20 144A			403,000			484,618
3.50%, 06/06/22 144AD			380,000			406,417
Kroger Co.
6.15%, 01/15/20			360,000			439,304
Lehman Escrow Bonds
0.00%, 07/19/47+W†			150,000			—
0.00%, 12/28/47+W†			140,000			—
0.00%, 11/30/49+W†			2,330,000			—
0.00%, 12/31/99W†			3,200,000			—
0.00%, 12/31/99W†			2,500,000			596,375
Lender Processing Services, Inc.
5.75%, 04/15/23			250,000			260,625
Liberty Property LP REIT
4.75%, 10/01/20D			575,000			629,114
M&T Bank Corporation
6.88%, 12/29/49 144A			430,000			449,480
MarkWest Energy Partners LP
6.25%, 06/15/22			290,000			317,550
Medtronic, Inc.
4.45%, 03/15/20			300,000			349,029
Merrill Lynch & Co., Inc.
5.45%, 02/05/13			2,300,000			2,310,037
6.05%, 05/16/16			275,000			302,968
5.70%, 05/02/17D			1,100,000			1,208,416

	Par			Value
MetLife Capital Trust IV
7.88%, 12/15/67 144A		$	300,000		$	370,500
MetLife Capital Trust X
9.25%, 04/08/68 144A			300,000			415,500
MetLife, Inc.
4.75%, 02/08/21D			270,000			314,039
6.40%, 12/15/66			50,000			53,711
MidAmerican Energy Holdings Co.
6.50%, 09/15/37			70,000			93,299
Mondelez International, Inc.
5.38%, 02/10/20			642,000			776,234
6.50%, 02/09/40			300,000			404,482
Morgan Stanley
0.77%, 10/18/16†			340,000			323,517
4.75%, 03/22/17D			60,000			65,521
6.25%, 08/28/17D			525,000			601,505
6.63%, 04/01/18D			1,400,000			1,651,870
5.50%, 07/24/20			150,000			169,016
5.50%, 07/28/21			325,000			369,637
4.88%, 11/01/22D			200,000			207,483
Mylan. Inc.
7.88%, 07/15/20 144A			175,000			206,929
NBCUniversal Media LLC
2.88%, 01/15/23			750,000			754,825
NCUA Guaranteed Notes
3.00%, 06/12/19			300,000			330,861
NetApp, Inc.
2.00%, 12/15/17D			375,000			374,102
News America, Inc.
6.15%, 02/15/41D			450,000			572,094
Nielsen Finance LLC
4.50%, 10/01/20 144AD			600,000			600,000
Noble Energy, Inc.
4.15%, 12/15/21D			620,000			685,705
Northwestern Mutual Life Insurance
6.06%, 03/30/40 144A			500,000			640,725
Occidental Petroleum Corporation
3.13%, 02/15/22D			310,000			330,383
2.70%, 02/15/23D			360,000			368,128
Oracle Corporation
1.20%, 10/15/17D			490,000			492,025
Overseas Private Investment Corporation
0.00%, 11/18/13W†			3,500,000			3,551,132
Pacific Gas & Electric Co.
8.25%, 10/15/18D			130,000			177,214
6.05%, 03/01/34			40,000			51,705
5.80%, 03/01/37			250,000			310,378
Patrons’ Legacy
5.65%, 07/10/58 144A			1,192,942			1,156,033
Peabody Energy Corporation
7.88%, 11/01/26			1,100,000			1,193,500
Pemex Project Funding Master Trust
6.63%, 06/15/35			159,000			202,725
PepsiCo, Inc.
0.70%, 08/13/15			520,000			521,000
7.90%, 11/01/18			140,000			189,155
Pfizer, Inc.
7.20%, 03/15/39			600,000			923,227
Pricoa Global Funding I
0.51%, 09/27/13 144A†			1,700,000			1,701,231

102 See Notes to Financial Statements.

MEDIUM-DURATION BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par			Value
Principal Financial Group, Inc.
3.13%, 05/15/23		$	350,000		$	348,273
Private Export Funding Corporation
5.45%, 09/15/17			1,600,000			1,936,507
Progress Energy, Inc.
7.75%, 03/01/31			350,000			479,454
ProLogis LP REIT
1.88%, 11/15/37			350,000			351,750
Prudential Financial, Inc.
5.63%, 06/15/43†D			725,000			754,942
PVH Corporation
4.50%, 12/15/22			535,000			543,025
PVNGS II Funding Corporation, Inc.
8.00%, 12/30/15			484,000			509,660
QEP Resources, Inc.
5.25%, 05/01/23			180,000			193,500
Raytheon Co.
3.13%, 10/15/20			200,000			213,149
Regions Bank
7.50%, 05/15/18			575,000			695,031
Rensselaer Polytechnic Institute
5.60%, 09/01/20			675,000			780,544
Reynolds Group Issuer, Inc.
7.13%, 04/15/19			500,000			540,000
Roche Holdings, Inc.
6.00%, 03/01/19 144A			330,000			411,327
Rock-Tenn Co.
3.50%, 03/01/20 144A			150,000			154,202
4.00%, 03/01/23 144A			70,000			71,257
Rockwood Specialties Group, Inc.
4.63%, 10/15/20			550,000			571,312
Rowan Cos., Inc.
4.88%, 06/01/22D			475,000			516,843
Safeway, Inc.
3.95%, 08/15/20D			20,000			20,037
4.75%, 12/01/21D			260,000			268,362
Santander Holdings USA, Inc.
3.00%, 09/24/15			300,000			305,701
Service Corporation International
7.63%, 10/01/18			90,000			107,550
7.50%, 04/01/27			200,000			216,000
Simon Property Group LP REIT
10.35%, 04/01/19			750,000			1,073,821
SLM Corporation
3.88%, 09/10/15			260,000			267,440
Southern Copper Corporation
5.25%, 11/08/42D			660,000			663,846
Southern Natural Gas Co. LLC
8.00%, 03/01/32			400,000			572,373
Southern Union Co.
3.33%, 11/01/66†			700,000			602,875
Sprint Capital Corporation
6.88%, 11/15/28			40,000			41,800
8.75%, 03/15/32D			120,000			147,300
Sprint Nextel Corporation
9.00%, 11/15/18 144AD			80,000			99,000
7.00%, 08/15/20D			640,000			702,400
State Street Corporation
4.96%, 03/15/18D			530,000			601,023

	Par			Value
Steel Dynamics, Inc.
6.75%, 04/01/15		$	225,000		$	228,938
SunTrust Banks, Inc.
3.60%, 04/15/16D			300,000			320,693
SunTrust Preferred Capital I
4.00%, 06/29/49†D			357,000			300,897
Superior Energy Services, Inc.
7.13%, 12/15/21			80,000			89,400
Teachers Insurance & Annuity Association of America
6.85%, 12/16/39 144A			540,000			735,002
Tenet Healthcare Corporation
9.25%, 02/01/15D			1,262,000			1,422,905
Tennessee Gas Pipeline Co.
7.50%, 04/01/17			250,000			309,035
Thermo Fisher Scientific, Inc.
3.60%, 08/15/21D			160,000			170,481
Time Warner Cable, Inc.
8.75%, 02/14/19			560,000			756,474
4.13%, 02/15/21D			70,000			76,792
5.88%, 11/15/40			330,000			385,929
Time Warner, Inc.
4.70%, 01/15/21			10,000			11,404
6.10%, 07/15/40			140,000			170,119
6.25%, 03/29/41			40,000			49,570
Time Warner Entertainment Co. LP
8.38%, 07/15/33			390,000			570,846
Toyota Motor Credit Corporation
1.25%, 10/05/17D			520,000			524,302
Transatlantic Holdings, Inc.
8.00%, 11/30/39			275,000			367,402
UAL 1993 Pass Through Trust A
9.21%, 01/21/17+			81,116			—
UAL 1995 Pass Through Trust A
9.56%, 10/19/18@			130,630			38,536
Union Bank NA
1.26%, 06/06/14†			2,600,000			2,622,779
2.13%, 06/16/17			700,000			720,577
United Airline 2009-2A Pass Through Trust
9.75%, 07/15/18D			135,547			156,895
United Parcel Service, Inc.
4.50%, 01/15/13			770,000			771,111
United Technologies Corporation
3.10%, 06/01/22D			50,000			53,058
4.50%, 06/01/42			290,000			323,605
UnitedHealth Group, Inc.
4.88%, 02/15/13			370,000			371,863
4.88%, 04/01/13			410,000			414,336
Univision Communic- ations, Inc.
6.75%, 09/15/22 144A			370,000			383,875
Verizon Communications, Inc.
6.10%, 04/15/18			290,000			356,994
3.50%, 11/01/21			525,000			575,457
2.45%, 11/01/22			540,000			541,355
Verizon Global Funding Corporation
4.38%, 06/01/13			140,000			142,293

See Notes to Financial Statements. 103

	Par		Value
Vesey Street Investment Trust I
4.40%, 09/01/16 STEP	$	160,000		$	172,798
Wachovia Bank NA
6.60%, 01/15/38		275,000			378,802
Wachovia Capital Trust III
5.57%, 03/29/49†D		580,000			579,275
Wachovia Corporation
5.25%, 08/01/14D		1,850,000			1,973,484
5.63%, 10/15/16D		250,000			286,880
Walgreen Co.
1.80%, 09/15/17		300,000			302,011
Waste Management, Inc.
7.38%, 05/15/29		140,000			185,307
WEA Finance LLC
7.13%, 04/15/18 144AD		400,000			493,440
WellPoint, Inc.
1.25%, 09/10/15		110,000			110,943
5.88%, 06/15/17		720,000			855,410
Wells Fargo & Co.
4.38%, 01/31/13		600,000			601,795
3.68%, 06/15/16 STEP		290,000			313,776
4.60%, 04/01/21D		70,000			80,657
Wells Fargo Capital X
5.95%, 12/01/86D		200,000			206,000
Western Gas Partners LP
4.00%, 07/01/22		275,000			290,007
Williams Cos., Inc.
3.70%, 01/15/23		325,000			328,496
7.50%, 01/15/31		10,000			12,536
7.75%, 06/15/31		25,000			31,983
8.75%, 03/15/32D		451,000			626,827
WPX Energy, Inc.
6.00%, 01/15/22		130,000			140,725
Xylem, Inc.
3.55%, 09/20/16		350,000			371,693
Total Corporate Bonds
(Cost $167,388,282)					182,650,475
FOREIGN BONDS — 15.9%
Australia — 0.5%
Australia Government Bond
5.50%, 12/15/13(A)		400,000			426,578
BHP Billiton Finance (USA), Ltd.
3.25%, 11/21/21D		940,000			1,013,640
Commonwealth Bank of Australia
3.75%, 10/15/14 144A		440,000			462,773
1.25%, 09/18/15		570,000			576,611
5.00%, 10/15/19 144A		50,000			58,190
QBE Insurance Group, Ltd.
5.65%, 07/01/23 144A†@		525,000			522,016
Rio Tinto Finance USA, Ltd.
2.50%, 05/20/16		30,000			31,343
3.50%, 11/02/20D		770,000			817,615
4.13%, 05/20/21D		110,000			121,762
3.75%, 09/20/21		90,000			96,417
					4,126,945
Bermuda — 0.1%
Arch Capital Group, Ltd.
7.35%, 05/01/34D		175,000			221,829

	Par		Value
Endurance Specialty Holdings, Ltd.
6.15%, 10/15/15	$	150,000		$	164,940
Weatherford International, Ltd.
9.63%, 03/01/19@		265,000			346,151
					732,920
Canada — 0.6%
Barrick Gold Corporation
3.85%, 04/01/22D		130,000			137,877
Nexen, Inc.
6.40%, 05/15/37		200,000			259,451
7.50%, 07/30/39		250,000			363,090
Potash Corporation of Saskatchewan, Inc.
4.88%, 03/30/20D		110,000			126,645
Province of Ontario Canada
3.15%, 06/02/22(C)		1,500,000			1,558,449
PTTEP Canada International Finance, Ltd.
5.69%, 04/05/21 144A		320,000			368,948
Rogers Communications, Inc.
6.38%, 03/01/14D		90,000			95,910
6.75%, 03/15/15		10,000			11,277
TransCanada PipeLines, Ltd.
6.35%, 05/15/67†		400,000			429,162
Videotron, Ltd.
5.00%, 07/15/22		525,000			553,219
Xstrata Finance Canada, Ltd.
1.80%, 10/23/15 144A		360,000			362,202
2.45%, 10/25/17 144A		1,100,000			1,111,920
					5,378,150
Cayman Islands — 0.7%
Petrobras International Finance Co.
3.88%, 01/27/16		250,000			265,001
6.13%, 10/06/16D		271,000			307,623
5.75%, 01/20/20D		235,000			268,689
5.38%, 01/27/21D		990,000			1,119,512
Resona Preferred Global Securities Cayman, Ltd.
7.19%, 12/29/49 144A†		325,000			354,874
Transocean, Inc.
6.00%, 03/15/18		200,000			232,221
6.50%, 11/15/20		1,050,000			1,273,697
6.38%, 12/15/21D		225,000			273,926
Vale Overseas, Ltd.
4.38%, 01/11/22D		932,000			999,577
8.25%, 01/17/34D		80,000			110,208
6.88%, 11/21/36		511,000			635,980
					5,841,308
Chile — 0.1%
Celulosa Arauco y Constitucion SA
4.75%, 01/11/22		240,000			252,938
Chile Government International Bond
3.63%, 10/30/42		460,000			456,550
Corporacion Nacional del Cobre de Chile
4.75%, 10/15/14 144AD		210,000			223,248
					932,736

104 See Notes to Financial Statements.

MEDIUM-DURATION BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par		Value
Colombia — 0.1%
Colombia Government International Bond
4.38%, 07/12/21D	$	341,000		$	393,514
Denmark — 0.3%
BRFkredit A/S
2.05%, 04/15/13 144A		1,200,000			1,205,818
FIH Erhvervsbank A/S
2.00%, 06/12/13 144A		1,000,000			1,007,361
					2,213,179
France — 0.8%
Banque PSA Finance SA
2.21%, 04/04/14 144A†		1,500,000			1,481,744
BNP Paribas SA
2.38%, 09/14/17		350,000			355,415
Cie de Financement Foncier SA
2.13%, 04/22/13 144A		3,500,000			3,516,012
Compagnie Generale de Geophysique - Veritas
9.50%, 05/15/16		250,000			269,375
7.75%, 05/15/17D		155,000			161,975
Credit Agricole SA
8.38%, 10/29/49 144A†D		980,000			1,043,700
					6,828,221
Germany — 2.5%
Bundesschatzanweisungen
1.75%, 06/14/13(E)		5,500,000			7,316,677
0.75%, 09/13/13(E)		9,000,000			11,940,146
State of North Rhine-Westphalia
1.63%, 09/17/14D		2,500,000			2,542,910
					21,799,733
Iceland — 0.0%
Glitnir Banki HF
6.69%, 06/15/16+ 144A#D		1,000,000			10
7.45%, 03/29/49+ 144A#		100,000			1
Kaupthing Bank HF
7.13%, 05/19/16+ 144A#		350,000			3
					14
India — 0.4%
ICICI Bank, Ltd.
2.06%, 02/24/14 144A†		3,400,000			3,344,927
Indonesia — 0.1%
Indonesia Government International Bond
8.50%, 10/12/35		230,000			369,725
Ireland — 0.1%
Rosneft Oil Co. via Rosneft International Finance, Ltd.
4.20%, 03/06/22 144AD		320,000			326,400
Vimpel Communications Via VIP Finance Ireland, Ltd. OJSC
8.38%, 04/30/13 144A		120,000			122,976
6.49%, 02/02/16 144A		230,000			248,975
7.75%, 02/02/21 144AD		200,000			231,500
					929,851

	Par		Value
Israel — 0.1%
Israel Government AID Bond
5.50%, 09/18/23D	$	300,000		$	396,302
5.50%, 12/04/23D		100,000			132,550
5.50%, 04/26/24		300,000			397,925
					926,777
Italy — 0.4%
Intesa Sanpaolo SpA
2.71%, 02/24/14 144A†		3,400,000			3,397,147
3.63%, 08/12/15 144A		290,000			290,350
					3,687,497
Japan — 0.3%
Bank of Tokyo-Mitsubishi UFJ, Ltd.
3.85%, 01/22/15 144A		330,000			348,880
Mizuho Corporate Bank, Ltd.
2.95%, 10/17/22 144A		600,000			593,885
Nippon Life Insurance Co.
5.00%, 10/18/42 144A†		675,000			714,348
Resona Bank, Ltd.
5.85%, 09/29/49 144A†@D		250,000			269,272
Sumitomo Mitsui Banking Corporation
3.15%, 07/22/15 144A		540,000			569,104
					2,495,489
Jersey — 0.2%
HSBC Capital Funding LP
4.61%, 12/29/49 144A†D		800,000			800,482
QBE Capital Funding III, Ltd.
7.25%, 05/24/41 144A†		200,000			206,000
UBM PLC
5.75%, 11/03/20 144A		260,000			274,716
					1,281,198
Luxembourg — 0.6%
Gazprom OAO Via Gaz Capital SA
9.25%, 04/23/19D		290,000			385,337
6.51%, 03/07/22 144A		3,100,000			3,712,250
Intelsat Jackson Holdings SA
7.50%, 04/01/21D		500,000			553,750
TNK-BP Finance SA
7.50%, 07/18/16		190,000			220,875
					4,872,212
Malaysia — 0.1%
Malaysia Government Bond
3.84%, 08/12/15(R)		2,280,000			760,542
4.26%, 09/15/16(R)		650,000			220,990
					981,532
Mexico — 1.3%
America Movil SAB de CV
5.63%, 11/15/17D		270,000			325,957
5.00%, 03/30/20		240,000			280,433
Mexican Bonos
8.00%, 06/11/20(M)		32,757,000			2,986,489
6.50%, 06/09/22(M)		23,490,700			1,975,281
Mexico Cetes
4.24%, 03/21/13W†		69,800,000			534,919
4.34%, 06/27/13W†		520,284,200			3,936,052

See Notes to Financial Statements. 105

	Par		Value
Mexico Government International Bond
6.05%, 01/11/40	$	134,000		$	180,364
4.75%, 03/08/44D		758,000			858,435
Petroleos Mexicanos
5.50%, 01/21/21		370,000			434,195
					11,512,125
Netherlands — 0.9%
Achmea Hypotheekbank NV
3.20%, 11/03/14 144A		161,000			168,850
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA
4.50%, 01/11/21D		2,000,000			2,251,796
11.00%, 12/29/49 144A†		687,000			934,838
Deutsche Telekom International Finance BV
5.75%, 03/23/16		510,000			581,536
ING Bank NV
3.90%, 03/19/14 144A		500,000			519,956
2.00%, 09/25/15 144A		725,000			730,849
Lukoil International Finance BV
6.66%, 06/07/22		500,000			611,250
Shell International Finance BV
4.38%, 03/25/20D		700,000			813,244
Volkswagen International Finance NV
1.06%, 03/21/14 144A†		100,000			100,563
0.92%, 04/01/14 144A†		1,500,000			1,505,302
					8,218,184
New Zealand — 0.0%
ANZ National International, Ltd.
1.85%, 10/15/15 144AD		220,000			224,314
Norway — 1.2%
DNB Boligkreditt AS
2.10%, 10/14/15 144A		1,300,000			1,348,822
2.90%, 03/29/16 144A		3,000,000			3,195,924
Kommunalbanken AS
1.00%, 09/26/17 144A		500,000			499,514
Sparebank 1 Boligkreditt AS
2.63%, 05/26/17 144A		2,900,000			3,064,334
2.30%, 06/30/18 144A		1,000,000			1,044,949
1.75%, 11/15/19 144A		1,200,000			1,187,269
					10,340,812
Portugal — 0.0%
Obrigacoes do Tesouro
2.17%, 05/16/47(E)		119,376			157,680
Russia — 0.0%
Russian Foreign Bond
4.50%, 04/04/22 144A		200,000			229,500
Singapore — 0.0%
Temasek Financial I, Ltd.
2.38%, 01/23/23 144A		330,000			326,669
Slovenia — 0.0%
Slovenia Government International Bond
5.50%, 10/26/22 144A		310,000			326,275

	Par		Value
South Korea — 0.5%
Export-Import Bank of Korea
5.25%, 02/10/14 144A	$	235,000		$	246,243
Hyundai Capital Services, Inc.
4.38%, 07/27/16 144A		3,400,000			3,659,444
					3,905,687
Spain — 0.2%
BBVA US Senior SA Unipersonal
3.25%, 05/16/14		560,000			560,687
4.66%, 10/09/15		460,000			471,951
Santander US Debt SA Unipersonal
3.72%, 01/20/15 144A		500,000			502,515
3.78%, 10/07/15 144A		100,000			100,634
Telefonica Emisiones SA Unipersonal
5.88%, 07/15/19		70,000			76,650
Telefonica Emisiones SAU
6.42%, 06/20/16		90,000			99,810
6.22%, 07/03/17		20,000			22,300
5.13%, 04/27/20		140,000			147,525
5.46%, 02/16/21		100,000			106,875
					2,088,947
Sweden — 1.1%
Nordea Bank AB
1.24%, 01/14/14 144A†		3,400,000			3,425,490
3.70%, 11/13/14 144A		200,000			210,045
4.88%, 05/13/21 144A		640,000			687,757
Stadshypotek AB
1.45%, 09/30/13 144AD		4,000,000			4,030,344
1.88%, 10/02/19 144A		900,000			901,060
Swedbank Hypotek AB
0.76%, 03/28/14 144A†		200,000			198,931
					9,453,627
Switzerland — 0.1%
UBS AG
2.25%, 01/28/14		710,000			720,443
7.63%, 08/17/22		250,000			276,613
					997,056
United Kingdom — 2.1%
Abbey National Treasury Services PLC
3.88%, 11/10/14 144A		2,900,000			3,010,412
2.12%, 02/16/16(U)†		200,000			333,183
Bank of Scotland PLC
5.25%, 02/21/17 144A		600,000			690,442
Barclays Bank PLC
1.38%, 01/13/14†		2,800,000			2,814,865
6.05%, 12/04/17 144A		755,000			838,911
BP Capital Markets PLC
5.25%, 11/07/13		940,000			978,376
3.88%, 03/10/15D		310,000			330,433
3.20%, 03/11/16		275,000			293,572
4.50%, 10/01/20D		725,000			836,923
3.56%, 11/01/21		50,000			54,190
GlaxoSmithKline Capital PLC
2.85%, 05/08/22		400,000			416,313
HSBC Holdings PLC
6.80%, 06/01/38		250,000			320,802

106 See Notes to Financial Statements.

MEDIUM-DURATION BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par		Value
Lloyds TSB Bank PLC
12.00%, 12/29/49 144A†D	$	3,200,000		$	3,833,261
Northern Rock Asset Management PLC
5.63%, 06/22/17 144A		1,400,000			1,640,513
Royal Bank of Scotland Group PLC
5.00%, 10/01/14		40,000			41,117
2.55%, 09/18/15D		560,000			573,484
6.40%, 10/21/19		160,000			189,329
7.64%, 03/29/49†D		200,000			182,000
Standard Chartered PLC
5.50%, 11/18/14 144A		250,000			269,675
Virgin Media Finance PLC
5.25%, 02/15/22D		525,000			559,125
WPP Finance UK
8.00%, 09/15/14		336,000			371,712
					18,578,638
Virgin Islands (British) — 0.5%
Gerdau Trade, Inc.
5.75%, 01/30/21 144AD		4,000,000			4,420,000
Sinopec Group Overseas Development 2012, Ltd.
2.75%, 05/17/17 144AD		230,000			239,071
					4,659,071
Total Foreign Bonds (Cost $133,158,597)					138,154,513
MORTGAGE-BACKED SECURITIES — 35.4%
ABN Amro Mortgage Corporation
5.50%, 06/25/33 IO		6,903			207
Aire Valley Mortgages PLC
0.53%, 09/20/66 144A†		158,377			147,249
American Home Mortgage Assets LLC
1.09%, 11/25/46†		1,185,876			644,583
Banc of America Commercial Mortgage Trust
5.89%, 07/10/44†		900,000			1,028,241
5.73%, 05/10/45†		420,000			481,182
5.76%, 05/10/45†		30,000			33,626
5.42%, 09/10/45†		117,000			127,768
5.64%, 04/10/49†		75,000			85,343
Banc of America Mortgage Trust
3.00%, 07/25/34†		207,197			204,653
Banc of America Re-REMIC Trust
5.63%, 02/17/51 144A†		100,000			115,517
Bear Stearns Adjustable Rate Mortgage Trust
3.83%, 02/25/33†		39,212			39,552
5.30%, 05/25/34†		188,467			187,811
2.57%, 03/25/35†		924,220			931,071
Bear Stearns Alt-A Trust
0.85%, 04/25/34†		79,846			73,717
2.96%, 05/25/35†		492,810			475,229
3.00%, 09/25/35†		1			—
Bear Stearns Commercial Mortgage Securities
5.72%, 06/11/40†		75,000			84,427
Bear Stearns Structured Products, Inc.
2.80%, 01/26/36†		1,230,758			776,787

	Par		Value
Berica ABS Srl
0.49%, 12/30/55(E)†	$	2,600,000		$	3,181,177
Chase Mortgage Finance Corporation
3.00%, 02/25/37†		181,181			182,975
Citigroup Commercial Mortgage Trust
5.70%, 12/10/49†		60,000			68,040
COMM Mortgage Trust
4.06%, 12/10/44		200,000			218,837
4.93%, 12/10/44†		125,000			140,462
5.65%, 12/10/44†		100,000			113,237
5.31%, 12/10/46		500,000			574,522
5.35%, 12/10/46		50,000			55,446
Commercial Mortgage Pass-Through Certificates
5.38%, 02/15/40		1,550,000			1,720,271
2.82%, 11/15/45		1,000,000			1,027,187
Countrywide Alternative Loan Trust
5.50%, 10/25/33		105,644			111,564
0.53%, 11/20/35†		874,737			585,151
0.54%, 11/20/35†		1,667,869			1,136,839
0.48%, 01/25/36†		505,584			403,017
0.40%, 09/25/46†		1,147,499			788,438
Countrywide Home Loan Mortgage Pass-Through Trust
2.90%, 02/19/34†		964,535			969,212
0.63%, 11/25/34 144A†		19,640			16,563
0.57%, 03/25/35 144A†		78,853			64,922
0.45%, 03/25/36†		357,138			271,063
Credit Suisse First Boston Mortgage Securities Corporation
0.00%, 07/25/33 IOW†@		122,465			—
5.25%, 07/25/33 IO@		33,207			2,595
0.00%, 08/25/33 IOW†@		154,185			2
DBUBS Mortgage Trust
7.41%, 08/10/44 IO 144AW†		1,276,996			59,405
Federal Home Loan Mortgage Corporation
7.00%, 11/01/14		3,434			3,570
7.00%, 04/01/15		5,708			5,934
7.00%, 12/01/15		5,877			5,963
8.50%, 06/01/18		2,959			3,292
4.50%, 09/01/18		10,491			11,437
8.00%, 08/01/24		2,036			2,444
4.00%, 10/01/25		987,100			1,043,878
7.50%, 11/01/29		7,906			9,630
7.50%, 12/01/29		12,856			15,642
7.50%, 02/01/31		23,957			28,050
2.36%, 07/01/31†		26,269			26,695
2.36%, 08/01/31†		3,371			3,399
7.50%, 11/01/31		9,640			9,793
3.10%, 04/01/32†		2,937			3,141
5.00%, 10/01/33		17,138			18,613
2.48%, 03/01/34†		4,131			4,350
5.00%, 12/01/34		39,933			43,170
5.50%, 05/01/35		703,740			764,488
5.00%, 07/01/35		20,217			21,855
5.00%, 08/01/35		281,112			303,548
5.00%, 09/01/35		17,171			18,542
5.00%, 11/01/35		678,828			733,006
5.50%, 11/01/35		140,621			152,657

See Notes to Financial Statements. 107

	Par		Value
5.00%, 12/01/35	$	89,442		$	98,474
5.50%, 01/01/36		89,855			99,233
6.00%, 02/01/36		800,510			877,325
3.13%, 01/01/37†		673,905			714,318
5.00%, 02/01/37		1,388,367			1,499,505
6.00%, 04/01/37		6,760			7,502
5.50%, 07/01/37		187,777			204,920
6.00%, 07/01/37		1,692			1,878
2.18%, 09/01/37†		121,812			130,240
6.00%, 09/01/37		66,021			73,087
5.00%, 02/01/38		90,434			97,652
5.00%, 03/01/38		16,615			17,894
5.50%, 04/01/38		62,153			67,143
6.00%, 07/01/38		27,349			30,348
5.00%, 12/01/38		4,530			4,875
6.00%, 12/01/38		75,509			87,073
6.00%, 01/01/39		38,437			42,577
5.00%, 02/01/39		9,024			9,710
4.50%, 06/01/39		500,000			536,546
6.50%, 09/01/39		188,647			214,413
5.00%, 01/01/40 TBA		2,000,000			2,151,875
4.50%, 03/01/41		13,114			14,150
5.00%, 06/01/41		20,405			22,173
3.00%, 07/01/42		2,000,199			2,093,155
3.00%, 09/01/42		1,000,000			1,046,473
3.50%, 10/01/42		99,816			108,643
4.00%, 10/01/42		99,686			110,688
3.00%, 11/01/42		6,999,948			7,325,258
3.50%, 11/01/42		199,714			217,376
3.00%, 12/01/42		2,000,001			2,092,948
Federal Home Loan Mortgage Corporation REMIC
3.24%, 04/15/22 POW†		10,767			9,923
(1.00)%, 09/15/31 IOW†		970,496			113,762
6.00%, 05/15/36		741,462			853,657
0.71%, 06/15/37†		881,895			890,532
2.67%, 07/15/37 IOW†		4,213,291			790,869
20.08%, 04/15/39 IOW†		1,270,752			275,607
(1.00)%, 09/15/39 IOW†		388,617			91,985
9.19%, 01/15/40 IOW†		1,099,597			160,242
6.89%, 02/15/40 IOW†		1,740,177			282,778
3.94%, 11/15/41 IOW†		469,403			107,506
3.38%, 06/15/42 IOW†		96,198			23,091
2.06%, 10/15/42 IOW†		398,313			112,946
Federal Housing Administration
8.70%, 10/01/18@		92,936			96,873
Federal National Mortgage Association
8.00%, 06/01/15		11,021			11,489
8.00%, 07/01/15		5,502			5,517
8.00%, 09/01/15		10,711			11,365
3.07%, 12/01/17		967,678			1,040,528
5.00%, 12/01/17		26,007			28,205
2.80%, 03/01/18		579,784			625,169
3.74%, 05/01/18		1,370,368			1,550,894
3.84%, 05/01/18		420,000			471,442
4.51%, 06/01/19		1,000,000			1,158,033
1.52%, 12/25/19		200,000			204,650
3.42%, 10/01/20		291,899			322,190
3.63%, 12/01/20		194,765			217,681
3.76%, 12/01/20		1,269,418			1,441,256
4.38%, 06/01/21		697,471			811,518
9.50%, 05/01/22		1,512			1,741

	Par		Value
2.35%, 05/25/22	$	200,000		$	203,051
2.34%, 07/01/22†		7,671			7,704
5.50%, 09/01/23		206,593			223,819
5.50%, 10/01/23		37,947			41,496
9.50%, 07/01/24		3,084			3,558
5.50%, 05/01/25		1,239,045			1,334,613
3.50%, 01/01/26 TBA		4,000,000			4,243,125
2.50%, 05/01/27		5,846,508			6,118,128
2.29%, 07/01/27†		21,603			22,188
2.26%, 08/01/27†		46,332			49,463
2.50%, 10/01/27		3,980,791			4,165,732
2.29%, 11/01/27†		30,969			32,043
2.50%, 12/01/27		994,950			1,041,174
2.50%, 01/01/28 TBA		5,200,000			5,437,250
5.50%, 04/01/29		187			205
2.76%, 02/01/30†		133,185			143,033
2.51%, 06/01/30†		17,907			18,121
8.00%, 10/01/30		31,136			38,469
2.68%, 12/01/30†		6,691			7,172
2.29%, 01/01/31†		7,438			7,735
4.50%, 04/01/31		222,854			242,271
2.32%, 05/01/31†		15,951			16,255
4.50%, 05/01/31		738,198			802,516
4.50%, 06/01/31		220,127			239,307
4.50%, 11/01/31		271,277			296,269
6.00%, 11/01/31		7,507			8,387
4.50%, 12/01/31		361,794			395,125
6.00%, 01/01/32		68,254			76,240
6.00%, 03/01/32		35,648			39,830
6.00%, 04/01/32		346,448			391,643
2.29%, 06/01/32†		8,927			9,111
2.34%, 08/01/32†		21,597			22,609
2.25%, 02/01/33†		2,964			2,989
2.34%, 05/01/33†		52,628			54,926
5.00%, 05/01/33		23,606			25,718
6.00%, 05/01/33		5,049			5,640
5.00%, 07/01/33		126,515			137,838
5.00%, 08/01/33		9,897			10,854
5.00%, 09/01/33		1,149,156			1,252,003
5.50%, 09/01/33		4,386			4,852
5.00%, 10/01/33		233,169			254,037
5.00%, 12/01/33		946,660			1,031,384
6.00%, 12/01/33		992			1,096
5.50%, 02/01/34		6,163			6,818
5.50%, 04/01/34		997			1,133
5.50%, 08/01/34		8,610			9,785
5.50%, 10/01/34		404			457
6.00%, 10/01/34		67,681			75,592
2.32%, 12/01/34†		258,870			272,587
5.50%, 12/01/34		48,874			53,969
6.00%, 12/01/34		718			799
6.00%, 05/01/35		1,758,989			1,950,038
5.00%, 07/01/35		727,202			793,776
5.50%, 07/01/35		396			448
6.00%, 07/01/35		397,693			441,224
5.50%, 08/01/35		888			1,010
6.00%, 08/01/35		263			290
5.50%, 09/01/35		208,592			229,297
5.00%, 10/01/35		400,263			436,086
6.00%, 10/01/35		72,732			80,595
2.11%, 11/01/35†		121,032			127,121
2.12%, 11/01/35†		143,151			150,433
2.12%, 11/01/35†		118,374			124,660
2.13%, 11/01/35†		168,697			177,242

108 See Notes to Financial Statements.

MEDIUM-DURATION BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par		Value
2.14%, 11/01/35†	$	99,574		$	104,581
2.29%, 11/01/35†		18,768			19,424
6.00%, 11/01/35		867,112			965,364
5.50%, 12/01/35		3,994			4,539
6.00%, 12/01/35		18,453			20,606
6.00%, 02/01/36		10,897			12,169
6.00%, 03/01/36		16,817			18,780
5.50%, 04/01/36		173,776			186,532
6.00%, 04/01/36		16,871			18,840
3.89%, 05/01/36†		199,048			210,895
5.00%, 05/01/36		310,296			336,127
5.00%, 06/01/36		132,728			144,470
6.00%, 08/01/36		960,389			1,051,444
6.00%, 09/01/36		130,126			142,464
5.00%, 11/01/36		644,147			699,381
5.50%, 11/01/36		449,974			489,472
6.00%, 11/01/36		622,119			681,103
6.00%, 12/01/36		224			245
6.00%, 01/01/37		132,665			145,243
2.12%, 02/01/37†		822,574			864,466
5.50%, 02/01/37		601			663
6.00%, 02/01/37		246,200			269,542
5.50%, 03/01/37		24,697			26,989
5.50%, 04/01/37		875			968
5.50%, 05/01/37		1,301			1,437
6.00%, 05/01/37		6,491			7,106
5.50%, 06/01/37		417			457
6.00%, 06/01/37		151,536			165,902
6.00%, 07/01/37		3,789,295			4,224,022
6.00%, 09/01/37		366,954			401,745
6.50%, 10/01/37		253,054			284,361
7.00%, 10/01/37		28,318			33,704
6.00%, 11/01/37		3,351			3,668
7.00%, 11/01/37		17,050			20,293
2.29%, 12/01/37†		85,190			88,566
7.00%, 12/01/37		13,646			16,241
2.29%, 01/01/38†		45,300			47,044
6.00%, 01/01/38		3,138			3,435
5.00%, 02/01/38		3,824,549			4,152,496
5.50%, 02/01/38		561			621
6.00%, 02/01/38		8,299			9,070
7.00%, 02/01/38		16,145			19,236
5.00%, 02/12/38 TBA		1,000,000			1,083,281
4.50%, 03/01/38		29,272			31,630
5.50%, 03/01/38		1,355			1,485
6.00%, 03/01/38		3,680			4,030
4.50%, 04/01/38		1,035,694			1,119,134
6.00%, 04/01/38		186,858			204,571
5.50%, 05/01/38		381			422
5.50%, 06/01/38		1,908			2,110
6.00%, 06/01/38		9,918			10,834
5.50%, 07/01/38		218,216			240,969
5.50%, 08/01/38		327,563			362,348
7.00%, 08/01/38		22,289			26,556
5.50%, 09/01/38		1,093			1,209
6.00%, 09/01/38		9,827			10,738
6.00%, 11/01/38		2,105,356			2,310,429
7.00%, 11/01/38		137,132			163,384
5.50%, 12/01/38		793			877
6.00%, 12/01/38		949,754			1,039,800
7.00%, 02/01/39		51,803			61,658
5.00%, 04/01/39		433,865			469,984
5.00%, 07/01/39		4,089,843			4,430,315
4.50%, 08/01/39		496,383			536,374

	Par		Value
6.00%, 12/01/39	$	1,943,175		$	2,127,409
4.00%, 01/01/40 TBA		3,000,000			3,212,344
4.50%, 01/01/40 TBA		6,000,000			6,481,172
1.56%, 06/01/40†		72,934			75,336
4.50%, 08/01/40		168,792			182,918
4.00%, 09/01/40		601,687			645,646
4.50%, 09/01/40		571,188			634,163
1.56%, 10/01/40†		210,684			217,683
4.00%, 10/01/40		17,431			18,705
4.50%, 10/01/40		680,001			736,910
6.00%, 10/01/40		951,889			1,042,138
2.29%, 11/01/40†		32,820			34,406
4.00%, 11/01/40		86,839			93,183
4.00%, 12/01/40		607,474			651,855
4.50%, 01/01/41		1,565,057			1,696,525
4.00%, 01/13/41 TBA		7,000,000			7,503,125
4.50%, 02/01/41		855,650			928,864
4.00%, 02/10/41 TBA		2,000,000			2,142,500
4.00%, 03/01/41		35,990			38,631
4.50%, 03/01/41		391,563			424,333
4.50%, 04/01/41		938,214			1,018,491
4.50%, 05/01/41		1,681,735			1,825,632
6.00%, 05/01/41		631,183			691,026
4.50%, 06/01/41		602,877			654,462
4.00%, 08/01/41		25,859			27,756
4.50%, 08/01/41		196,505			213,319
4.00%, 09/01/41		21,349			22,915
4.50%, 09/01/41		845,399			917,735
4.00%, 10/01/41		665,000			713,792
4.50%, 10/01/41		53,143			57,690
4.00%, 11/01/41		1,286,769			1,381,181
4.50%, 11/01/41		730,492			800,849
4.00%, 12/01/41		1,128,786			1,211,606
3.50%, 01/01/42 TBA		400,000			426,453
4.00%, 01/01/42		21,720			23,571
4.00%, 01/01/42 TBA		500,000			535,938
3.50%, 01/13/42 TBA		4,000,000			4,264,531
4.50%, 04/01/42		150,972			164,456
4.00%, 06/01/42		1,171,497			1,274,027
2.50%, 10/01/42		696,423			710,928
3.50%, 10/01/42		2,882,538			3,101,205
3.50%, 12/01/42		599,405			651,362
2.50%, 01/01/43 TBA		800,000			815,250
3.00%, 01/01/43 TBA		30,400,000			31,853,500
3.00%, 02/01/43 TBA		2,000,000			2,091,250
Federal National Mortgage Association Interest STRIP
4.25%, 04/25/27 IOW†		890,365			93,570
12.80%, 11/25/39 IOW†		238,727			25,611
7.25%, 11/25/41 IOW†		497,029			54,919
13.57%, 04/25/42 IOW†		1,273,391			151,045
Federal National Mortgage Association REMIC
5.25%, 08/25/21 IOW†		108			2,786
4.14%, 10/25/21 IOW†		156			2,991
3.00%, 07/25/27 IO		2,264,743			261,732
0.81%, 05/25/30†		387,901			388,569
0.66%, 10/18/30†		26,768			26,851
8.51%, 08/25/36 IOW†		2,725,095			429,310
8.85%, 03/25/37 IOW†		2,859,489			464,265
7.49%, 11/25/37 IOW†		30,646			5,191
(1.00)%, 03/25/39 IOW†		584,947			152,437
6.50%, 06/25/39		100,000			111,247
0.47%, 07/25/39 IOW†		277,382			60,869

See Notes to Financial Statements. 109

	Par		Value
0.64%, 07/25/40 IOW†	$	595,341		$	151,007
2.86%, 10/25/40 IO†		1,005,889			237,651
5.33%, 10/25/40 IOW†		473,545			78,116
10.12%, 12/25/40 IOW†		365,200			52,785
5.61%, 01/25/41 IOW†		504,037			87,689
4.66%, 02/25/41 IOW†		96,428			22,458
5.50%, 07/25/41		868,635			1,033,371
8.29%, 07/25/41 IOW†		616,083			95,457
0.76%, 09/25/41†		6,397,910			6,435,126
0.79%, 09/25/41 IOW†		1,261,560			234,935
2.68%, 10/25/41 IOW†		1,461,280			308,252
5.90%, 03/25/42 IOW†		440,128			80,432
6.38%, 03/25/42 IOW†		600,000			116,452
6.50%, 03/25/42		300,000			350,776
7.23%, 03/25/42 IOW†		200,000			37,958
5.50%, 04/25/42		2,800,000			3,115,781
6.00%, 05/25/42		900,000			1,006,091
6.65%, 06/25/42 IOW†		976,692			174,736
2.82%, 07/25/42 IOW†		187,164			44,253
6.50%, 07/25/42		1,180,000			1,336,529
1.82%, 09/25/42 IOW†		296,116			80,537
FHLMC Multifamily Structured Pass Through Certificates
25.00%, 02/25/18 IOW†		5,468,222			372,547
4.40%, 05/25/18 IOW†		1,964,343			178,402
4.32%, 11/25/19		1,100,000			1,273,810
25.00%, 01/25/20 IOW†		3,837,823			229,095
3.96%, 04/25/20 IOW†		2,554,116			171,840
25.00%, 06/25/20 IOW†		2,178,712			205,499
25.00%, 08/25/20 IOW†		1,279,159			105,632
25.00%, 04/25/21 IOW†		858,250			72,244
25.00%, 07/25/21 IOW†		1,438,832			162,473
25.00%, 10/25/21 IOW†		907,069			99,266
25.00%, 12/25/21 IOW†		745,072			74,377
FHLMC Multifamily VRD Certificates
5.50%, 08/15/51 STEP		3,500,000			3,956,390
FHLMC Structured Pass-Through Securities
1.53%, 07/25/44†		1,515,997			1,549,141
First Horizon Alternative Mortgage Securities
2.54%, 06/25/34†		733,505			724,486
FREMF Mortgage Trust
4.50%, 12/25/21		200,000			211,541
4.02%, 11/25/44 144A†		300,000			310,828
3.88%, 01/25/47 144A†		225,000			222,289
Government National Mortgage Association
3.95%, 07/15/25		171,225			186,628
7.00%, 10/15/25		51,376			60,640
7.00%, 01/15/26		11,117			13,188
7.00%, 07/15/27		85,354			100,835
7.00%, 12/15/27		1,370			1,633
7.00%, 01/15/28		16,436			16,555
7.00%, 03/15/28		112,015			133,112
7.00%, 07/15/28		17,773			21,264
7.50%, 07/15/28		13,675			14,172
6.50%, 08/15/28		9,181			10,791
7.00%, 08/15/28		25,894			30,980
7.50%, 08/15/28		10,426			12,639
6.50%, 09/15/28		37,688			44,299
7.00%, 10/15/28		40,674			48,662
7.50%, 03/15/29		30,782			37,145

	Par		Value
7.50%, 11/15/29	$	22,045		$	23,096
1.63%, 11/20/29†		51,541			53,141
8.50%, 08/15/30		2,196			2,749
8.50%, 11/20/30		12,857			16,072
6.50%, 08/15/31		68,311			77,868
7.50%, 08/15/31		17,167			20,652
6.50%, 10/15/31		131,349			150,110
6.00%, 11/15/31		427,910			477,694
6.50%, 11/15/31		208,595			237,778
6.00%, 12/15/31		86,554			96,624
6.00%, 01/15/32		152,060			171,577
6.00%, 02/15/32		244,804			273,285
6.50%, 02/15/32		218,533			250,860
6.00%, 04/15/32		107,886			121,552
7.50%, 04/15/32		75,420			79,027
6.50%, 06/15/32		127,286			145,093
6.50%, 07/15/32		3,695			4,212
6.50%, 08/15/32		269,814			307,561
6.50%, 09/15/32		270,790			308,674
6.00%, 10/15/32		210,830			235,359
6.00%, 11/15/32		184,310			206,367
6.00%, 12/15/32		79,016			88,209
6.50%, 12/15/32		22,537			25,690
6.00%, 01/15/33		102,620			114,559
6.00%, 02/15/33		79,953			89,255
6.50%, 04/15/33		566,039			645,228
6.00%, 05/15/33		507,305			566,326
6.00%, 06/15/33		66,887			74,668
6.00%, 10/15/33		211,022			235,572
6.50%, 10/15/33		167,972			191,472
6.00%, 12/15/33		384,961			429,748
6.50%, 08/15/34		507,430			601,169
(1.00)%, 02/16/36 IOW†		852,287			111,109
1.79%, 12/16/36 IOW†		273,321			39,057
0.51%, 03/20/37†		1,435,100			1,437,478
0.51%, 05/20/37†		626,286			627,302
8.79%, 05/20/37 IOW†		590,481			89,155
4.63%, 02/20/38 IOW†		483,627			72,607
6.00%, 09/20/38		1,047,211			1,168,719
(1.00)%, 11/20/38 IOW†		367,373			50,782
(1.00)%, 03/20/39 IOW†		207,183			32,554
5.00%, 10/20/39		885,406			981,152
4.00%, 01/01/40 TBA		1,100,000			1,206,391
2.44%, 01/20/40 IOW†		244,402			42,461
3.33%, 02/16/40 IOW†		227,826			47,024
4.50%, 03/15/40		407,872			450,206
7.06%, 03/20/40 IOW†		1,344,082			200,392
5.00%, 07/20/40		64,053			70,980
5.00%, 08/20/40		915,138			1,012,689
2.94%, 09/20/40 IOW†		444,078			77,987
5.00%, 09/20/40		250,784			278,319
6.46%, 09/20/40 IOW†		507,184			79,614
6.00%, 10/20/40		116,308			130,457
3.50%, 01/01/41 TBA		400,000			434,531
4.50%, 01/01/41 TBA		1,300,000			1,423,297
6.00%, 01/20/41		130,060			145,883
6.16%, 01/20/41 IOW†		265,953			39,266
5.45%, 03/16/41 IOW†		108,077			13,027
5.47%, 03/20/41 IOW†		204,572			32,192
5.61%, 11/16/41 IOW†		174,016			42,124
3.50%, 01/01/42 TBA		1,600,000			1,738,375
3.00%, 01/01/43 TBA		4,100,000			4,358,641
3.00%, 01/22/43 TBA		7,000,000			7,440,782
3.00%, 02/19/43 TBA		15,000,000			15,911,719

110 See Notes to Financial Statements.

MEDIUM-DURATION BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par		Value
0.61%, 12/20/60†	$	486,047		$	486,592
0.69%, 03/20/61†		563,461			567,157
0.71%, 03/20/61†		378,116			380,977
0.56%, 12/20/62†		1,800,000			1,796,634
Granite Master Issuer PLC
0.29%, 12/20/54†		2,213,894			2,179,780
0.31%, 12/20/54(E)†		264,345			344,040
0.33%, 12/20/54(E)†		33,043			43,004
0.35%, 12/20/54†		528,691			520,544
0.61%, 12/20/54(U)†		594,777			951,215
0.81%, 12/20/54(U)†		66,086			105,691
Granite Mortgages PLC
0.59%, 01/20/44(E)†		197,430			258,202
0.91%, 01/20/44(U)†		59,937			96,553
Greenpoint Mortgage Funding Trust
0.39%, 01/25/37†		1,036,416			608,538
Greenwich Capital Commercial Funding Corporation
5.87%, 07/10/38†		1,307,000			1,496,830
GS Mortgage Securities Corporation II
3.55%, 04/10/34 144A		116,000			125,307
4.10%, 08/10/44 IO 144A†		472,625			40,725
5.79%, 08/10/45†		500,000			576,453
GSMPS Mortgage Loan Trust
0.67%, 02/25/35 144A†		134,390			117,670
GSR Mortgage Loan Trust
2.66%, 09/25/35†		582,933			583,874
Impac CMB Trust
0.93%, 10/25/34†@		87,974			68,160
0.47%, 11/25/35†		895,064			547,153
Indymac ARM Trust
1.79%, 01/25/32†		7,783			7,206
Indymac Index Mortgage Loan Trust
0.40%, 09/25/46†		1,174,637			817,960
JP Morgan Alternative Loan Trust
0.47%, 01/25/36†		487,873			428,225
JP Morgan Chase Commercial Mortgage Securities Corporation
5.44%, 05/15/45		158,000			177,502
2.83%, 10/15/45		700,000			722,140
5.34%, 05/15/47		1,000,000			1,143,983
5.88%, 02/12/51†		10,000			11,595
JP Morgan Mortgage Trust
4.96%, 02/25/35†		260,722			264,687
LB-UBS Commercial Mortgage Trust 0.00%,
06/15/36 IO 144AW†@		625,200			509
5.42%, 02/15/40		29,000			33,666
Luminent Mortgage Trust
0.38%, 12/25/36†		2,678,568			1,885,926
0.41%, 02/25/46†		800,889			460,132
MASTR Adjustable Rate Mortgages Trust
2.75%, 05/25/34†		229,742			225,350
0.85%, 11/25/34†		538,685			515,929
2.85%, 11/25/35 144A†		977,263			532,171
Merrill Lynch Mortgage Investors Trust
1.02%, 11/25/29†		352,320			345,688

	Par		Value
1.76%, 10/25/35†	$	85,498		$	83,973
MLCC Mortgage Investors, Inc.
0.89%, 04/25/28†		417,783			410,115
Morgan Stanley Bank of America Merrill Lynch Trust 1.94%,
08/15/45 IO 144AW†		1,015,018			113,982
2.86%, 11/15/45		1,200,000			1,240,398
Morgan Stanley Capital I, Inc.
5.48%, 02/12/44†		50,000			56,074
Permanent Master Issuer PLC
1.71%, 07/15/42 144A†		1,000,000			1,010,615
Prime Mortgage Trust
5.50%, 05/25/35 144A		3,501,602			3,339,226
6.00%, 05/25/35 144A		3,066,583			3,040,213
Sequoia Mortgage Trust
1.06%, 07/20/33†		192,901			181,341
Structured Adjustable Rate Mortgage Loan Trust
0.55%, 08/25/35†		339,821			321,741
Structured Asset Mortgage Investments, Inc.
0.46%, 07/19/35†		194,207			167,812
Structured Asset Securities Corporation
0.56%, 06/25/35 144A†		200,373			161,407
UBS-Barclays Commercial Mortgage Trust
2.85%, 12/10/45		1,300,000			1,336,789
3.32%, 12/10/45 144A		160,000			162,877
Wachovia Bank Commercial Mortgage Trust
5.31%, 11/15/48		105,000			120,743
Washington Mutual Mortgage Pass-Through Certificates
2.46%, 02/25/33†		13,805			13,788
2.50%, 02/25/37†		725,862			531,319
5.00%, 02/25/37†		528,669			431,122
1.57%, 06/25/42†		30,675			29,448
0.50%, 07/25/45†		319,076			301,157
0.50%, 10/25/45†		1,918,442			1,821,262
0.93%, 04/25/47†		1,191,304			1,067,584
Wells Fargo Alternative Loan Trust
2.90%, 12/28/37†		1,479,473			1,142,921
Wells Fargo Mortgage-Backed Securities Trust
2.76%, 08/25/33†		391,213			401,070
WF-RBS Commercial Mortgage Trust 5.02%,
02/15/44 IO 144AW†		1,561,538			76,188
25.00%, 06/15/45 IO 144AW†		327,724			35,771
Total Mortgage-Backed Securities (Cost $308,089,394)					308,943,256
MUNICIPAL BONDS — 2.7%
Alameda County Joint Powers Authority, Revenue Bond, Series Z
7.05%, 12/01/44		3,300,000			4,184,598
American Municipal Power, Inc., Hydroelectric Project, Revenue Bond, Series B
8.08%, 02/15/50		300,000			440,949

See Notes to Financial Statements. 111

	Par		Value
American Municipal Power, Inc., Revenue Bond, Series E
6.27%, 02/15/50	$	250,000		$	299,152
Chicago Transit Authority, Revenue Bond, Series A
6.90%, 12/01/40		1,800,000			2,186,388
Illinois Finance Authority, Revenue Bond, Series B
5.75%, 07/01/33		1,800,000			2,182,788
Los Angeles Community College District, General Obligation
6.75%, 08/01/49		300,000			423,612
Los Angeles Community College District, General Obligation, Series D
6.68%, 08/01/36		300,000			387,102
New Jersey State Turnpike Authority, Revenue Bond, Series B
5.00%, 01/01/25		200,000			238,696
5.00%, 01/01/26		400,000			477,392
5.00%, 01/01/27		400,000			469,756
Pennsylvania Higher Education Assistance Agency, Student Loan, Revenue Bond, Sub-Series HH-10
2.11%, 05/01/46†		2,150,000			2,043,545
Port Authority of New York & New Jersey, Revenue Bond
4.46%, 10/01/62		2,800,000			2,766,512
State of California, General Obligation
7.95%, 03/01/36		165,000			205,209
7.55%, 04/01/39		385,000			555,478
State of Illinois, General Obligation
3.32%, 01/01/13		6,500,000			6,500,000
7.35%, 07/01/35		375,000			454,016
Total Municipal Bonds (Cost $22,472,964)					23,815,193
	Number of Contracts
PURCHASED OPTIONS — 0.0%
Call Options — 0.0%
10-Year U.S. Treasury Note, Strike Price $133.50, expires 01/25/13 (MLCS)		53			15,734
U.S. Treasury Long Bond Futures, Strike Price $152.00, Expires 01/25/13 (MLCS)		34			5,844
					21,578
	Notional Amount
Put Swaptions — 0.0%
3-Month LIBOR, Strike Price $3.45, Expires 09/21/15 (RBS)	$	2,300,000			174,022
Total Purchased Options (Cost $235,846)					195,600

	Par		Value
U.S. TREASURY OBLIGATIONS — 19.1%
U.S. Treasury Bill
0.13%, 03/07/13	$	660,000		$	659,965
U.S. Treasury Bonds
7.50%, 11/15/24		800,000			1,274,125
4.38%, 02/15/38		400,000			519,062
4.38%, 05/15/40		300,000			390,563
3.88%, 08/15/40‡‡		2,400,000			2,884,874
3.13%, 02/15/42		8,730,000			9,129,668
3.00%, 05/15/42		1,400,000			1,426,468
2.75%, 08/15/42		1,828,000			1,765,448
2.75%, 11/15/42		6,220,000			5,993,555
					23,383,763
U.S. Treasury Inflationary Index Bonds
1.63%, 01/15/15		200,000			257,528
0.13%, 04/15/17		2,000,000			2,182,484
1.13%, 01/15/21‡‡		4,700,000			5,842,099
0.13%, 01/15/22		8,500,000			9,441,960
0.13%, 07/15/22		3,200,000			3,495,755
1.75%, 01/15/28		710,000			1,016,516
3.88%, 04/15/29‡‡		808,000			1,888,395
2.13%, 02/15/41		1,700,000			2,657,231
0.75%, 02/15/42		600,000			674,647
					27,456,615
U.S. Treasury Notes
0.25%, 10/15/15		160,000			159,663
0.38%, 11/15/15		90,000			90,098
1.00%, 09/30/16		10,000			10,192
0.75%, 10/31/17		470,000			471,616
0.75%, 12/31/17		1,900,000			1,903,414
2.88%, 03/31/18		900,000			997,875
1.25%, 01/31/19		1,200,000			1,221,937
1.00%, 09/30/19		4,320,000			4,290,974
1.25%, 10/31/19		13,270,000			13,381,972
1.13%, 12/31/19		9,160,000			9,135,671
2.63%, 08/15/20		1,300,000			1,427,765
2.63%, 11/15/20		2,500,000			2,744,140
3.13%, 05/15/21		1,500,000			1,701,000
2.13%, 08/15/21		22,300,000			23,446,354
2.00%, 11/15/21‡‡		32,400,000			33,632,723
2.00%, 02/15/22		6,100,000			6,309,212
1.75%, 05/15/22		4,000,000			4,035,312
1.63%, 08/15/22		3,020,000			3,000,654
1.63%, 11/15/22		7,010,000			6,934,425
					114,894,997
Total U.S. Treasury Obligations (Cost $162,813,591)					166,395,340
	Shares
PREFERRED STOCKS — 0.4%
CoBank ACB 144AD*		867			90,304
GMAC Capital Trust I*		23,879			636,375
Wells Fargo & Co.*		2,400			2,940,000
Total Preferred Stocks (Cost $2,099,680)					3,666,679

112 See Notes to Financial Statements.

MEDIUM-DURATION BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par		Value
REPURCHASE AGREEMENTS — 7.7%
BNP Paribas Securities Corporation
0.14% (dated 12/28/12, due 01/10/13, repurchase price $8,600,435, collateralized by Federal Home Loan Mortgage Corporation, 3.500%, due 07/01/42, total market value $8,972,139)	$	8,600,000		$	8,600,000
Morgan Stanley & Co., Inc.
0.25% (dated 01/02/13, due 01/02/13, repurchase price $22,800,317, collateralized by U.S. Treasury Note, 1.500%, due 06/30/16, total market value $23,094,569)		22,800,000			22,800,000
0.25% (dated 12/31/12, due 01/03/13, repurchase price $26,530,184, collateralized by Federal Home Loan Mortgage Corporation, 2.650%, due 11/06/14, total market value $27,042,921)		26,530,000			26,530,000
0.25% (dated 01/02/13, due 01/03/13, repurchase price $3,170,022, collateralized by Federal National Mortgage Association, 3.400%, due 09/27/32,total market value $3,239,157)		3,170,000			3,170,000
Royal Bank of Scotland PLC
0.23% (dated 12/19/12, due 02/21/13, repurchase price $6,102,494, collateralized by U.S. Treasury Note, 4.250%, due 08/15/14,total market value $6,221,610)		6,100,000			6,100,000
Total Repurchase Agreements (Cost $67,200,000)					67,200,000
	Shares
MONEY MARKET FUNDS — 14.4%
GuideStone Money Market Fund (GS4 Class)¥		74,103,756			74,103,756
Northern Institutional Liquid Assets Portfolio§		51,587,361			51,587,361
Total Money Market Fund (Cost $125,691,117)					125,691,117
TOTAL INVESTMENTS — 120.5% (Cost $1,024,758,633)					1,051,451,239

	Notional Amount			Value
WRITTEN OPTIONS — (0.1)%
Call Swaption — (0.1)%
3-Month LIBOR, Strike Price $1.40, Expires 03/18/13 (DEUT)	$	(16,700,000	)		$	(413,602	)
Put Swaptions — 0.0%
3-Month LIBOR, Strike Price $1.40, Expires 03/18/13 (DEUT)		(16,700,000	)			(5,174	)
3-Month LIBOR, Strike Price $2.50, Expires 09/21/15 (RBS)		(9,700,000	)			(148,950	)
						(154,124	)
Total Written Options (Premiums received $(702,140))						(567,726	)
	Par
TBA SALE COMMITMENTS — (1.2)%
Federal National Mortgage Association
5.00%, 01/01/39 TBA	$	(3,000,000	)			(3,249,375	)
3.00%, 02/01/43 TBA		(7,000,000	)			(7,319,375	)
Total TBA Sale Commitments (Cost $(10,529,531))						(10,568,750	)
Liabilities in Excess of Other Assets — (19.2)%						(167,804,254	)
NET ASSETS — 100.0%					$	872,510,509

PORTFOLIO SUMMARY (based on net assets)

	%
Mortgage-Backed Securities		35.4
Corporate Bonds		20.9
U.S. Treasury Obligations		19.1
Foreign Bonds		15.9
Money Market Funds		14.4
Repurchase Agreements		7.7
Futures Contracts		3.4
Asset-Backed Securities		2.8
Municipal Bonds		2.7
Agency Obligations		1.2
Preferred Stocks		0.4
Swap Agreements		0.4
Purchased Options		—	**
Written Options		(0.1	)
TBA Sale Commitments		(1.2	)
Forward Foreign Currency Contracts		(6.4	)
		116.6

** Rounds to less than 0.005%.

See Notes to Financial Statements. 113

Swap agreements outstanding at December 31, 2012:

Reference Obligation	Fixed Deal (Pay) Rate			Maturity Date	Counterparty	Currency	Notional Amount		Market Value			Upfront Premiums Paid/ (Received)		Unrealized Appreciation (Depreciation)
Credit Default Swaps on Corporate Issues — Buy Protection
CitiFinancial,
6.63% due 06/01/15		(0.15	)%	06/20/15	BAR	USD	$	300,000	$	3,740		$	—	$	3,740
Credit Suisse, Inc.,
6.50%, due 01/15/12		(1.00	)%	09/20/20	GSC	USD		300,000		(1,862	)		5,968		(7,830	)
							$	600,000	$	1,878		$	5,968	$	(4,090	)

Reference Obligation	Implied Credit Spread			Fixed Deal (Pay) Rate			Maturity Date		Counterparty		Currency		Notional Amount		Market Value		Upfront Premiums Paid/ (Received)			Unrealized Appreciation (Depreciation)
Credit Default Swaps on Corporate Issues — Sell Protection
General Electric Capital Corporation,
5.625% due 09/15/17		0.16	%		1.00	%		09/20/13		UBS		USD	$	900,000	$	5,641	$	(9,403	)	$	15,044
Federated Republic of Brazil,
12.50% due 03/06/30		0.94	%		(1.04	)%		05/20/17		DEUT		USD		1,000,000		6,892		—			6,892
GMAC LLC,
6.88% due 08/28/12		2.38	%		(3.53	)%		09/20/17		DEUT		USD		4,100,000		214,819		—			214,819
													$	6,000,000	$	227,352	$	(9,403	)	$	236,755

Reference Obligation	Fixed Deal (Pay) Rate			Maturity Date		Counterparty		Currency		Notional Amount		Market Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation (Depreciation)
Credit Default Swaps on Credit Indices — Buy Protection
Dow Jones CDX IG16 Index		1.00	%		06/20/14		JPM		USD	$	5,600,000	$	(61,957	)	$	(33,789	)	$	(28,168	)
Dow Jones CDX IG16 Index		1.00	%		06/20/14		JPM		USD		5,300,000		(58,638	)		(34,220	)		(24,418	)
Dow Jones CDX IG16 Index		1.00	%		06/20/14		DEUT		USD		4,100,000		(45,361	)		(25,579	)		(19,782	)
Dow Jones CDX IG16 Index		1.00	%		06/20/14		BOA		USD		900,000		(9,957	)		(5,229	)		(4,728	)
Dow Jones CDX IG14 Index		(1.00	)%		06/20/15		CME		USD		3,900,000		(52,178	)		4,286			(56,464	)
Dow Jones CDX HY15 Index		(5.00	)%		12/20/15		CME		USD		2,112,000		(121,183	)		43,560			(164,743	)
Dow Jones CDX IG15 Index		(1.00	)%		12/20/15		CME		USD		1,200,000		(16,337	)		8,329			(24,666	)
Dow Jones CDX IG16 Index		(1.00	)%		06/20/16		CME		USD		4,000,000		(48,623	)		65,674			(114,297	)
Dow Jones CDX IG9 Index		(0.80	)%		12/20/17		CME		USD		7,163,200		143,426			319,075			(175,649	)
Dow Jones CDX IG10 Index		(1.50	)%		06/20/18		CME		USD		7,356,800		(101,005	)		66,318			(167,323	)
										$	41,632,000	$	(371,813	)	$	408,425		$	(780,238	)

114 See Notes to Financial Statements.

MEDIUM-DURATION BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

Reference Obligation	Implied Credit Spread			Fixed Deal (Pay) Rate			Maturity Date		Counterparty		Currency		Notional Amount		Market Value		Upfront Premiums Paid/ (Received)		Unrealized Appreciation (Depreciation)
Credit Default Swaps on Credit Indices — Sell Protection
Dow Jones CDX IG16 Index		1.00	%		1.00	%		06/20/16		JPM		USD	$	4,825,000	$	58,651	$	14,047	$	44,604
Dow Jones CDX IG16 Index		1.00	%		1.00	%		06/20/16		BOA		USD		3,000,000		36,467		4,730		31,737
Dow Jones CDX IG16 Index		1.00	%		1.00	%		06/20/16		DEUT		USD		2,125,000		25,831		6,048		19,783
Dow Jones CDX IG19 Index		1.00	%		1.00	%		12/20/17		DEUT		USD		9,050,000		26,826		4,416		22,410
													$	19,000,000	$	147,775	$	29,241	$	118,534

Reference Obligation	Fixed Deal (Pay) Rate			Maturity Date		Counterparty		Currency		Notional Amount		Market Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation (Depreciation)
Interest Rate Swaps
Brazil CETIP Interbank Deposit		12.12	%		01/02/14		HSBC		BRL	$	15,600,000	$	675,619		$	9,555		$	666,064
Brazil CETIP Interbank Deposit		7.78	%		01/02/14		HSBC		BRL		12,000,000		42,319			20,011			22,308
Brazil CETIP Interbank Deposit		11.94	%		01/02/14		HSBC		BRL		9,100,000		334,567			26,430			308,137
Brazil CETIP Interbank Deposit		10.53	%		01/02/14		HSBC		BRL		5,000,000		106,758			4,024			102,734
Brazil CETIP Interbank Deposit		11.99	%		01/02/14		BAR		BRL		1,700,000		69,635			154			69,481
Brazil CETIP Interbank Deposit		7.40	%		01/02/14		BAR		BRL		800,000		1,173			(83	)		1,256
Brazil CETIP Interbank Deposit		8.83	%		01/02/15		HSBC		BRL		9,000,000		107,138			15,128			92,010
Brazil CETIP Interbank Deposit		9.93	%		01/02/15		UBS		BRL		7,700,000		177,439			4,754			172,685
Brazil CETIP Interbank Deposit		10.14	%		01/02/15		HSBC		BRL		5,300,000		133,535			16,948			116,587
Brazil CETIP Interbank Deposit		8.08	%		01/02/15		HSBC		BRL		3,700,000		15,288			6,463			8,825
Brazil CETIP Interbank Deposit		8.43	%		01/02/15		DEUT		BRL		1,000,000		7,881			5,749			2,132
Brazil CETIP Interbank Deposit		8.70	%		01/02/17		BOA		BRL		1,650,000		10,633			—			10,633
Brazil CETIP Interbank Deposit		8.49	%		01/02/17		BNP		BRL		1,100,000		3,755			—			3,755
3-Month LIBOR		0.75	%		02/28/17		JPM		USD		44,200,000		164,694			261,552			(96,858	)
3-Month LIBOR		(0.75	)%		02/28/17		DEUT		USD		36,500,000		(136,003	)		(78,813	)		(57,190	)
3-Month LIBOR		(0.75	)%		02/28/17		DEUT		USD		7,700,000		(28,691	)		(20,121	)		(8,570	)
6-Month EURIBOR		2.00	%		03/21/17		CME		EUR		5,500,000		479,886			63,941			415,945
3-Month LIBOR		(0.75	)%		05/31/17		JPM		USD		42,000,000		53,193			(47,703	)		100,896
6-Month BBR BBSW Index		5.50	%		12/15/17		BAR		AUD		2,200,000		233,270			(7,374	)		240,644
6-Month BBR BBSW Index		5.50	%		12/15/17		DEUT		AUD		1,300,000		137,841			(3,863	)		141,704
6-Month BBR BBSW Index		3.75	%		03/15/18		CME		AUD		9,000,000		192,679			18,129			174,550
6-Month BBR BBSW Index		3.50	%		03/15/18		CME		AUD		6,400,000		61,073			17,463			43,610
3-Month LIBOR		(1.00	)%		06/19/18		CITI		USD		1,000,000		(345	)		(3,772	)		3,427
3-Month LIBOR		2.56	%		10/20/20		DEUT		USD		2,800,000		248,907			—			248,907
3-Month LIBOR		1.75	%		12/19/22		CME		USD		14,600,000		56,170			245,065			(188,895	)
6-Month BBR BBSW Index		3.75	%		03/15/23		CME		AUD		3,800,000		(31,528	)		(24,740	)		(6,788	)
6-Month BBR BBSW Index		4.25	%		03/15/23		CME		AUD		1,500,000		52,308			8,178			44,130
6-Month BBR BBSW Index		4.00	%		03/15/23		GSC		AUD		100,000		1,329			—			1,329
6-Month EURIBOR		1.75	%		03/20/23		CME		EUR		1,000,000		(15,859	)		1,932			(17,791	)
3-Month LIBOR		(2.00	)%		06/19/23		DEUT		USD		5,500,000		(26,536	)		(103,809	)		77,273
3-Month LIBOR		(2.50	)%		06/19/33		CITI		USD		2,800,000		70,120			(21,971	)		92,091
3-Month LIBOR		(2.75	)%		06/19/43		DEUT		USD		500,000		7,856			(15,916	)		23,772
										$	262,050,000	$	3,206,104		$	397,311		$	2,808,793
Total Swap agreements outstanding at December 31, 2012										$	329,282,000	$	3,211,296		$	831,542		$	2,379,754

See Notes to Financial Statements. 115

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value				Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs				Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Agency Obligations		$	10,439,130			$	—		$	10,439,130			$	—
Asset-Backed Securities			24,299,936				—			22,517,853				1,782,083
Corporate Bonds			182,650,475				—			179,804,411				2,846,064
Foreign Bonds			138,154,513				—			137,996,818				157,695
Money Market Funds			125,691,117				125,691,117			—				—
Mortgage-Backed Securities			308,943,256				—			302,652,694				6,290,562
Municipal Bonds			23,815,193				—			23,815,193				—
Preferred Stocks			3,666,679				726,679			—				2,940,000
Purchased Options			195,600				21,578			174,022				—
Repurchase Agreements			67,200,000				—			67,200,000				—
U.S. Treasury Obligations			166,395,340				—			166,395,340				—
Total Assets - Investments in Securities		$	1,051,451,239			$	126,439,374		$	910,995,461			$	14,016,404
Other Financial Instruments***
Futures Contracts		$	46,343			$	46,343		$	—			$	—
Swap Agreements			3,211,296				—			3,211,296				—
Total Assets - Other Financial Instruments		$	3,257,639			$	46,343		$	3,211,296			$	—
Liabilities:
Investments in Securities:
TBA Sale Commitments		$	(10,568,750	)		$	—		$	(10,568,750	)		$	—
Written Options			(567,726	)			—			(567,726	)			—
Total Liabilities - Investments in Securities		$	(11,136,476	)		$	—		$	(11,136,476	)		$	—
Other Financial Instruments***
Forward Foreign Currency Contracts		$	(1,545,809	)		$	—		$	(1,545,809	)		$	—
Total Liabilities - Other Financial Instruments		$	(1,545,809	)		$	—		$	(1,545,809	)		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

There were no transfers between Level 1 and Level 2 during the year ended December 31, 2012.

The unobservable inputs used in the fair value measurement of the reporting entity’s asset-backed securities, corporate bonds, foreign bonds, mortgage-backed securities and preferred stock are values based on evaluated quotations received from dealers who make markets in such securities. Significant increases (decreases) in those evaluated quotations would result in a significantly higher (lower) fair value measurement.

116 See Notes to Financial Statements.

MEDIUM-DURATION BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

	Total Value				Asset-Backed Securities				Corporate Bonds				Foreign Bonds			Mortgage-Backed Securities				Preferred Stock
Balance, 12/31/11		$	1,544,528			$	183,992			$	1,244,214			$	14		$	116,308			$	—
Accrued discounts/premiums			1,952				2,353				(1,579	)			—			1,178				—
Realized gain (loss)(1)			3,754				2,422				—				—			1,332				—
Change in unrealized appreciation (depreciation)(2)			1,333				20,393				97,300				—			(116,360	)			—
Purchases			3,462,797				609,000				619,533				—			2,234,264				—
Sales			(285,316	)			(187,901	)			(97,415	)			—			—				—
Transfers in to Level 3 (3)			9,305,423				1,151,824				984,011				157,681			4,071,907				2,940,000
Transfers out of Level 3			—				—				—				—			—				—
Maturities			—				—				—				—			—				—
Paydowns			(18,067	)			—				—				—			(18,067	)			—
Balance, 12/31/12		$	14,016,404			$	1,782,083			$	2,846,064			$	157,695		$	6,290,562			$	2,940,000

⁽¹⁾  Realized gain (loss) from the sale of Level 3 securities can be found on the Statement of Operations in Net realized gain (loss) from investment securities.

⁽²⁾  Change in unrealized appreciation (depreciation) can be found on the Statement of Operations in Net change in unrealized appreciation (depreciation) on investment securities.

⁽³⁾  Transfers into Level 3 represent the value of securities at December 31, 2012 that were transferred from Level 1 and Level 2 to Level 3 of the fair value hierarchy as a result of the inability of the Fund to obtain a price which was determined using observable inputs.

See Notes to Financial Statements. 117

Extended-Duration Bond Fund

Throughout most of 2012, macroeconomic and geopolitical events seemed to dominate the headlines, causing vast changes in investor sentiment and volatility in the capital markets. During the year, the capital markets were absorbing a great deal of information related to the European financial crisis, domestic economic growth, the resolution to the U.S. “fiscal cliff ” and the U.S. Presidential election. Underneath these clouds of uncertainty, the capital markets quietly shrugged off these issues and posted positive annual returns that were higher than many pundits thought at the beginning of the year. During the year, riskier asset classes such as equities, high yield bonds and emerging markets debt dominated as investors were willing to take on more risk in the low interest rate environment. This behavior was somewhat explained by improving corporate fundamentals and the fact that monetary/fiscal policies implemented around the globe had greatly reduced the probability of a “left-tail event” (or a severe global recession). The broad domestic bond market, as measured by the Barclays Capital U.S. Aggregate Bond Index, posted an annual return of 4.22%. In comparison, the S&P 500^® Index, a broad performance measure of U.S. stocks, was up 16.00% for the year.

Despite the macroeconomic headwinds and an increase in investors’ risk appetite, all major bond market sectors posted positive returns for the year, led by riskier sectors. Throughout the year, U.S. Treasury yields remained at historically low levels across the yield curve. Short-term rates remained low in response to the Federal Reserve’s implementation of a near zero federal funds rate for the foreseeable future and the implementation of non-traditional strategies such as Operation Twist and the third round of quantitative easing (QE3). Market forces, lack of inflationary pressures and Federal Reserve policies kept mid- and longer-dated U.S. Treasury yields relatively unchanged during the year. The U.S. Treasury sector was one of the worst performing bond sectors during the year as it was negatively impacted by the “risk on” and low yield environment. As a sector, U.S. Treasuries posted an annual return of 1.99%, with longer-dated U.S. Treasuries posting a slightly higher annual return of 3.78%. Shorter-term U.S. Treasuries, as measured by the Bank of America Merrill Lynch 1-3 Year Treasury Index, generated a one-year return of 0.43%. The year ended with Treasury yields at remarkably low levels with the yield on the 10-year U.S. Treasury bond at 1.76% and the 30-year U.S. Treasury bond at 2.95%.

With investors willing to take on more risk for the potential of higher return, non-U.S. Treasury bonds (bonds that trade at a risk premium or “spread” to U.S. Treasuries) outpaced U.S. Treasury securities during 2012. Generally, lower quality bonds outpaced higher quality bonds while longer maturity bonds typically outperformed shorter maturity bonds. Within the longer maturity space, long-term credit bonds posted an annual return of 12.79%, as measured by the Barclays Capital U.S. Long-Term Credit Index, compared to long-term government bonds which generated an annual return of 3.78%, as measured by the Barclays Capital U.S. Long-Term Government Index, for the one-year period ended December 31, 2012. Non-U.S. Treasury bond sector returns varied by risk. The Barclays Capital U.S. Aggregate - Investment Grade (defined by credit quality of BBB- or higher) produced an annual return of 9.82%. Corporate bonds benefited from improving underlying corporate fundamentals, strong balance sheets and high investor demand. Within the corporate bond sector, the Barclays Capital U.S. Aggregate - Investment Grade Financial Index led with an annual return of 14.65%. The Barclays Capital U.S. High Yield - Corporate Index (defined by below investment grade corporate bonds) generated an annual return of 15.81%, benefiting from strong corporate fundamentals and a historically low default rate environment. Emerging markets debt was another top performer, as the JP Morgan EMBI+ Index generated an annual return of 18.04%, which outpaced U.S. stocks for the year.

The Fund invested in a diversified portfolio composed primarily of investment grade fixed income securities with an average dollar-weighted duration (a measure of bond prices’ sensitivity to changes in interest rates) normally greater than or equal to seven years. The GS4 Class of the Fund outperformed its composite benchmark index, 50% Barclays Capital U.S. Long-Term Government Index and 50% Barclays Capital U.S. Long-Term Credit Index, for the one-year period ended December 31, 2012 (15.06% versus 8.28%). The Fund’s benchmark-relative performance was positively impacted by the Fund’s significant underweight to the U.S. Treasury sector. Throughout the year, the Fund underweighted lower yielding U.S. Treasury securities in favor of higher yielding corporate bonds, non-U.S. bonds and high yield bonds. These sectors, which traded at a yield premium to U.S. Treasuries, benefitted as spreads compressed, or decreased, during the year. A by-product of underweighting U.S. Treasuries was the Fund’s higher than benchmark yield, which provided incremental interest income. During the year, the Fund remained focused on its objective of seeking maximum total return consistent with preservation of capital.

This Fund may be suitable for investors who are seeking higher returns without investing in stocks, can accept short-term fluctuations in account value and want to diversify their portfolio with a fixed income investment option. This Fund is subject to interest rate risk. Meaning, when interest rates rise, the value of the existing bonds decrease and vice versa. Changes in interest rates have a bigger impact on long duration holdings than on short duration holdings. To the extent that the investment adviser misjudges current market conditions, the Fund’s volatility may be amplified by its use of short sales and derivatives and by its ability to select sub-advisers to allocate assets. Short sales by a fund theoretically involve unlimited loss potential since the

118

Extended-Duration Bond Fund

market price of securities sold short may continuously increase. Leverage may increase the risk of loss and cause fluctuations in the market value of the Fund’s portfolio to have disproportionately large effects or cause the net asset value of the Fund generally to decline faster than it would otherwise.

Please see page 125 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

119

Extended-Duration Bond Fund

Average Annual Total Returns as of 12/31/12
	GS2 Class*	GS4 Class*	Benchmark**
One Year	15.41%	15.06%	8.28%
Five Year	11.06%	10.83%	10.20%
Ten Year	9.37%	9.18%	8.04%
Inception Date	08/27/01	08/27/01
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	0.55%	0.78%

⁽¹⁾ Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph compares the results of a hypothetical $10,000 investment in the GS4 Class of the Fund for the 10 year period from December 31, 2002 to December 31, 2012, with all dividends and capital gains reinvested, with the weighted composite benchmark index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**Represents a weighted composite benchmark index consisting of 50% Barclays Capital U.S. Long-Term Government Bond Index and 50% Barclays Capital U.S. Long-Term Credit Bond Index.

The Barclays Capital U.S. Long-Term Government Bond Index is composed of all bonds covered by the Barclays Capital U.S. Government Bond Index with maturities of 10 years or greater.

The Barclays Capital U.S. Long-Term Credit Bond Index is composed of a subset of the Barclays Capital U.S. Credit Bond Index covering all corporate, publicly issued, fixed-rate, nonconvertible U.S. debt issues rated at least Baa with at least $50 million principal outstanding and maturity greater than 10 years.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

120

EXTENDED-DURATION BOND FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Par		Value
ASSET-BACKED SECURITY — 1.2%
Citibank Credit Card Issuance Trust
6.15%, 06/15/39 (Cost $5,880,428)	$	4,300,000		$	5,707,321
CORPORATE BONDS — 59.4%
AbbVie, Inc.
4.40%, 11/06/42 144A		642,000			685,433
Aflac, Inc.
6.90%, 12/17/39		2,669,000			3,561,604
6.45%, 08/15/40D		5,705,000			7,241,008
Alcatel-Lucent USA, Inc.
6.45%, 03/15/29		105,000			80,325
Alcoa, Inc.
5.87%, 02/23/22D		10,000			10,806
6.75%, 01/15/28		235,000			254,748
5.95%, 02/01/37D		5,326,000			5,160,942
Ally Financial, Inc.
8.00%, 11/01/31D		177,000			225,011
Alta Wind Holdings LLC
7.00%, 06/30/35 144A		533,801			576,100
American Express Co.
4.05%, 12/03/42 144A		5,065,000			5,109,790
American International Group, Inc.
5.45%, 05/18/17		30,000			34,524
Andarko Holding Co.
7.15%, 05/15/28		250,000			302,650
AT&T, Inc.
4.30%, 12/15/42 144A		1,355,000			1,366,626
6.50%, 09/01/37		9,387,000			12,319,471
Bank of America Corporation
5.49%, 03/15/19		300,000			333,687
5.00%, 05/13/21		140,000			160,109
5.88%, 02/07/42		1,116,000			1,397,697
Bank of America NA
6.00%, 10/15/36		8,152,000			10,022,786
Barrick North America Finance LLC
5.70%, 05/30/41		3,634,000			4,182,203
Bruce Mansfield Unit
6.85%, 06/01/34		1,160,872			1,214,563
Burlington Northern Santa Fe LLC
4.38%, 09/01/42D		1,262,000			1,331,970
California Institute of Technology
4.70%, 11/01/11		4,030,000			4,379,079
Camden Property Trust
5.70%, 05/15/17D		25,000			28,802
CenturyLink, Inc.
6.45%, 06/15/21D		260,000			287,773
6.88%, 01/15/28D		65,000			67,321
7.60%, 09/15/39		755,000			785,974
7.65%, 03/15/42D		295,000			309,230
Chesapeake Energy Corporation
6.63%, 08/15/20D		10,000			10,775
6.88%, 11/15/20		15,000			16,331
2.75%, 11/15/35 CONV		75,000			72,094
2.50%, 05/15/37 CONVD		200,000			181,000
2.25%, 12/15/38 CONVD		50,000			40,625

	Par		Value
Ciena Corporation
3.75%, 10/15/18 CONV 144A	$	155,000		$	175,247
Citigroup, Inc.
6.88%, 06/01/25		400,000			512,939
5.88%, 05/29/37		1,141,000			1,377,849
8.13%, 07/15/39		6,084,000			9,139,202
Comcast Corporation
5.65%, 06/15/35D		660,000			777,011
6.50%, 11/15/35		555,000			714,440
6.45%, 03/15/37		2,415,000			3,109,469
6.95%, 08/15/37		625,000			850,414
Continental Airlines, Inc.
9.00%, 07/08/16		1,714,875			1,984,968
8.31%, 10/02/19		138,625			147,636
7.57%, 09/15/21		107,964			112,282
Corning, Inc.
7.25%, 08/15/36D		850,000			1,084,894
Cummins, Inc.
6.75%, 02/15/27		1,000,000			1,245,220
5.65%, 03/01/98D		2,520,000			2,630,880
Darden Restaurants, Inc.
6.00%, 08/15/35		990,000			1,094,683
DCP Midstream LLP
6.45%, 11/03/36 144AD		490,000			562,149
Dillard’s, Inc.
7.75%, 07/15/26D		890,000			941,175
7.00%, 12/01/28D		500,000			506,250
Dow Chemical Co.
9.40%, 05/15/39		920,000			1,519,638
Duke Realty LP
5.95%, 02/15/17		70,000			80,094
Florida Power & Light Co.
4.05%, 06/01/42		2,940,000			3,075,290
Foot Locker, Inc.
8.50%, 01/15/22		1,000,000			1,117,500
Ford Motor Co.
4.25%, 11/15/16 CONV		175,000			278,250
6.63%, 10/01/28		680,000			788,705
6.38%, 02/01/29		1,255,000			1,409,750
General Electric Capital Corporation
4.88%, 03/04/15		510,000			552,576
6.75%, 03/15/32		3,000,000			3,907,731
6.15%, 08/07/37		6,114,000			7,627,319
5.88%, 01/14/38		150,000			181,579
Goldman Sachs Group, Inc.
5.38%, 03/15/20		415,000			476,324
6.75%, 10/01/37		500,000			568,469
Halliburton Co.
7.45%, 09/15/39		870,000			1,328,975
4.50%, 11/15/41D		1,150,000			1,289,187
HCA, Inc.
7.58%, 09/15/25		1,000,000			1,017,500
7.05%, 12/01/27		500,000			483,750
Hewlett-Packard Co.
6.00%, 09/15/41D		5,310,000			5,274,195
Home Depot, Inc.
5.88%, 12/16/36D		875,000			1,154,044
HSBC Bank USA NA
7.00%, 01/15/39D		5,948,000			8,068,861
Intel Corporation
3.25%, 08/01/39 CONV		1,155,000			1,359,291

See Notes to Financial Statements. 121

	Par		Value
International Lease Finance Corporation
5.65%, 06/01/14	$	105,000		$	109,790
5.88%, 08/15/22D		5,000			5,306
International Paper Co.
8.70%, 06/15/38		2,643,000			3,940,628
iStar Financial, Inc.
8.63%, 06/01/13D		175,000			180,031
5.95%, 10/15/13		305,000			313,006
5.70%, 03/01/14D		1,171,000			1,203,202
3.00%, 11/15/16 CONV		100,000			102,375
7.13%, 02/15/18		180,000			184,275
JC Penney Corporation, Inc.
6.38%, 10/15/36D		414,000			312,570
7.40%, 04/01/37		10,000			8,400
Jefferies Group, Inc.
5.13%, 04/13/18		80,000			84,400
6.88%, 04/15/21		365,000			410,625
6.45%, 06/08/27		50,000			53,500
3.88%, 11/01/29 CONV		65,000			64,716
6.25%, 01/15/36		185,000			192,400
JPMorgan Chase & Co.
5.60%, 07/15/41		8,127,000			10,104,258
Kinder Morgan Energy Partners LP
5.80%, 03/15/35		280,000			320,084
Kraft Foods Group, Inc.
6.88%, 01/26/39 144AD		4,568,000			6,171,674
6.50%, 02/09/40 144AD		3,013,000			3,974,536
Lennar Corporation
6.50%, 04/15/16		625,000			695,313
Liberty Mutual Group, Inc.
6.50%, 03/15/35 144AD		1,400,000			1,539,163
Macy’s Retail Holdings, Inc.
6.38%, 03/15/37		240,000			289,873
Masco Corporation
7.75%, 08/01/29		275,000			306,594
6.50%, 08/15/32		55,000			57,050
Massachusetts Institute of Technology
5.60%, 07/01/11		1,927,000			2,813,850
Mead Corporation
7.55%, 03/01/47D		515,000			584,938
Merrill Lynch & Co., Inc.
6.05%, 05/16/16		200,000			220,340
6.11%, 01/29/37D		900,000			985,603
MetLife, Inc.
5.88%, 02/06/41D		6,373,000			8,100,249
6.40%, 12/15/66		310,000			333,010
Micron Technology, Inc.
1.88%, 06/01/14 CONV		20,000			19,925
Morgan Stanley
0.77%, 10/18/16†		100,000			95,152
6.63%, 04/01/18		70,000			82,593
5.63%, 09/23/19		295,000			334,112
5.50%, 01/26/20		100,000			112,345
5.50%, 07/24/20		300,000			338,032
5.75%, 01/25/21		300,000			343,173
6.25%, 08/09/26		600,000			705,843
Motorola Solutions, Inc.
6.63%, 11/15/37		46,000			52,971
Mutual of Omaha Insurance Co.
6.80%, 06/15/36 144A		100,000			117,762

	Par		Value
Nationwide Mutual Insurance Co.
6.60%, 04/15/34 144A	$	150,000		$	151,126
New Albertsons, Inc.
7.45%, 08/01/29		55,000			31,075
8.70%, 05/01/30		25,000			14,625
8.00%, 05/01/31		295,000			167,412
Old Republic International Corporation
3.75%, 03/15/18 CONVD		2,255,000			2,357,884
Owens Corning
6.50%, 12/01/16D		49,000			55,108
7.00%, 12/01/36		3,940,000			4,372,726
Penn Mutual Life Insurance Co.
7.63%, 06/15/40 144A		1,750,000			2,220,659
Prologis LP
5.63%, 11/15/15		35,000			38,645
Prudential Financial, Inc.
6.63%, 06/21/40D		5,412,000			6,823,644
5.63%, 05/12/41		987,000			1,129,329
PulteGroup, Inc.
7.88%, 06/15/32		1,500,000			1,638,750
6.38%, 05/15/33		1,000,000			1,002,500
Qwest Corporation
7.25%, 09/15/25D		1,000,000			1,161,216
6.88%, 09/15/33		2,250,000			2,272,500
RR Donnelley & Sons Co.
8.25%, 03/15/19D		250,000			253,750
SandRidge Energy, Inc.
7.50%, 02/15/23D		350,000			376,250
Sempra Energy
6.00%, 10/15/39D		2,491,000			3,160,959
SLM Corporation
5.00%, 10/01/13		250,000			257,188
5.38%, 05/15/14		200,000			209,853
5.00%, 06/15/18		1,035,000			1,044,104
5.63%, 08/01/33		1,460,000			1,354,150
Southern Natural Gas Co. LLC
7.35%, 02/15/31		1,750,000			2,339,615
Sprint Capital Corporation
6.90%, 05/01/19		55,000			60,225
6.88%, 11/15/28D		2,350,000			2,455,750
8.75%, 03/15/32		20,000			24,550
Target Corporation
7.00%, 01/15/38		2,330,000			3,434,369
Tennessee Gas Pipeline Co. LLC
7.00%, 10/15/28		750,000			1,028,597
Textron, Inc.
6.63%, 04/07/20(U)		160,000			299,823
Time Warner Cable, Inc.
6.55%, 05/01/37		1,049,000			1,302,174
6.75%, 06/15/39D		2,995,000			3,811,922
5.88%, 11/15/40		1,700,000			1,988,119
Time Warner Entertainment Co. LP
8.38%, 07/15/33		1,049,000			1,535,430
Toro Co.
6.63%, 05/01/37@D		300,000			315,913
Travelers Cos., Inc.
6.25%, 06/15/37		4,825,000			6,555,636
United Technologies Corporation
4.50%, 06/01/42		2,927,000			3,266,181

122 See Notes to Financial Statements.

EXTENDED-DURATION BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par		Value
UnitedHealth Group, Inc.
3.95%, 10/15/42	$	181,000		$	181,024
5.80%, 03/15/36D		920,000			1,113,751
6.50%, 06/15/37D		767,000			1,013,837
6.63%, 11/15/37		2,526,000			3,352,260
5.70%, 10/15/40		1,210,000			1,472,050
University of Pennsylvania
4.67%, 09/01/12		3,370,000			3,783,799
University of Southern California
5.25%, 10/01/11		3,014,000			3,885,145
US Airways 2012-2 Class A Pass Through Trust
5.90%, 10/01/24D		460,000			501,400
4.63%, 06/03/25		305,000			312,434
Valeant Pharmaceuticals International
6.38%, 10/15/20 144AD		100,000			107,500
Verizon Communications, Inc.
5.85%, 09/15/35		2,420,000			3,050,388
6.40%, 02/15/38		968,000			1,315,221
6.90%, 04/15/38		1,000,000			1,428,201
7.35%, 04/01/39		979,000			1,456,382
6.00%, 04/01/41		2,770,000			3,629,257
Verizon Maryland, Inc.
5.13%, 06/15/33D		150,000			157,324
VPI Escrow Corporation
6.38%, 10/15/20 144A		390,000			420,225
Wachovia Bank NA
5.85%, 02/01/37		4,577,000			5,698,713
6.60%, 01/15/38		2,257,000			3,108,927
WellPoint, Inc.
5.95%, 12/15/34D		846,000			1,013,416
6.38%, 06/15/37		2,766,000			3,468,423
Western Union Co.
6.20%, 11/17/36D		3,000,000			3,045,153
6.20%, 06/21/40D		20,000			20,402
Weyerhaeuser Co.
8.50%, 01/15/25		520,000			693,120
6.88%, 12/15/33		580,000			694,809
Wyndham Worldwide Corporation
5.75%, 02/01/18		50,000			55,953
Total Corporate Bonds (Cost $233,278,288)					279,631,331
FOREIGN BONDS — 21.1%
Australia — 1.7%
Barrick PD Australia Finance Pty, Ltd.
5.95%, 10/15/39		2,870,000			3,326,514
New South Wales Treasury Corporation
6.00%, 02/01/18(A)		730,000			847,590
Qantas Airways, Ltd.
6.05%, 04/15/16 144A		345,000			365,869
Queensland Treasury Corporation
5.75%, 11/21/14(A)		60,000			65,505
Rio Tinto Finance USA, Ltd.
5.20%, 11/02/40		2,946,000			3,475,850
					8,081,328

	Par		Value
Brazil — 0.3%
Brazilian Government International Bond
10.25%, 01/10/28(B)	$	2,525,000		$	1,630,922
Canada — 5.8%
Canada Generic Residual STRIP
2.11%, 06/01/25(C)W†		3,685,000			2,873,611
Methanex Corporation
6.00%, 08/15/15		25,000			27,034
5.25%, 03/01/22		100,000			111,116
Ontario Generic Residual STRIP
3.01%, 07/13/22(C)W†		3,025,000			2,246,717
3.59%, 03/08/29(C)W†		7,000,000			4,113,090
Saskatchewan Residual STRIP
2.52%, 04/10/14(C)W†		3,535,000			3,513,775
2.70%, 02/04/22(C)W†		3,000,000			2,357,435
Talisman Energy, Inc.
6.25%, 02/01/38		450,000			540,893
TransCanada PipeLines, Ltd.
6.20%, 10/15/37		3,541,000			4,691,747
7.63%, 01/15/39		2,000,000			3,019,156
Xstrata Finance Canada, Ltd.
6.00%, 11/15/41 144A		3,511,000			3,817,591
					27,312,165
Cayman Islands — 0.1%
Enersis SA
7.40%, 12/01/16		625,000			739,087
Ireland — 1.3%
Ireland Government Bond
4.50%, 10/18/18(E)D		1,150,000			1,586,794
5.00%, 10/18/20(E)		75,000			102,166
5.40%, 03/13/25(E)		1,300,000			1,758,432
XL Group PLC
6.38%, 11/15/24D		585,000			704,682
6.25%, 05/15/27D		1,530,000			1,821,548
					5,973,622
Italy — 0.4%
Italy Buoni Poliennali Del Tesoro
5.25%, 11/01/29(E)		25,000			34,144
5.75%, 02/01/33(E)		25,000			35,995
5.00%, 08/01/34(E)		25,000			33,061
Telecom Italia Capital SA
6.38%, 11/15/33		755,000			764,437
6.00%, 09/30/34		1,010,000			992,325
					1,859,962
Luxembourg — 0.9%
ArcelorMittal
6.13%, 06/01/18D		435,000			441,376
6.00%, 03/01/21D		45,000			44,943
7.50%, 10/15/39D		430,000			405,320
7.25%, 03/01/41D		975,000			906,895
Enel Finance International NV
6.80%, 09/15/37 144A		100,000			104,768
6.00%, 10/07/39 144A		2,210,000			2,147,035
					4,050,337
Malaysia — 0.1%
Telekom Malaysia Bhd
7.88%, 08/01/25 144A		225,000			325,388

See Notes to Financial Statements. 123

	Par		Value
Mexico — 0.7%
America Movil SAB de CV
6.45%, 12/05/22(M)	$	2,600,000		$	207,467
Mexican Bonos
8.00%, 12/07/23(M)		31,800,000			2,980,746
					3,188,213
Netherlands — 3.1%
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA
5.25%, 05/24/41D		1,023,000			1,206,005
Deutsche Telekom International Finance BV
4.88%, 03/06/42 144A		3,800,000			4,072,658
EDP Finance BV
4.75%, 09/26/16(E)D		300,000			410,467
6.00%, 02/02/18 144A		800,000			842,790
4.90%, 10/01/19 144A		1,000,000			996,735
Koninklijke Philips Electronics NV
6.88%, 03/11/38		3,250,000			4,412,522
5.00%, 03/15/42D		2,500,000			2,867,320
					14,808,497
Norway — 1.1%
Norway Government Bond
5.00%, 05/15/15(K)		540,000			105,149
4.25%, 05/19/17(K)		11,940,000			2,398,482
Statoil ASA
4.25%, 11/23/41		2,601,000			2,810,367
					5,313,998
Portugal — 0.1%
Portugal Obrigacoes do Tesouro OT
4.80%, 06/15/20(E)		75,000			88,803
3.85%, 04/15/21(E)		190,000			206,722
					295,525
Spain — 0.4%
Telefonica Emisiones SA Unipersonal
5.13%, 04/27/20		75,000			79,031
7.05%, 06/20/36		1,720,000			1,866,200
					1,945,231
Supranational — 1.7%
Inter-American Development Bank
6.00%, 12/15/17(Z)		6,365,000			5,880,127
International Bank For Reconstruction & Development
1.43%, 03/05/14(G)		2,470,000			2,038,145
					7,918,272
United Kingdom — 3.4%
Barclays Bank PLC
3.68%, 08/20/15(W)		740,000,000			712,507
10.18%, 06/12/21 144A		7,312,000			9,994,736
BG Energy Capital PLC
5.13%, 10/15/41 144AD		585,000			685,850
HBOS PLC
6.75%, 05/21/18 144A		700,000			756,875
6.00%, 11/01/33 144A		890,000			813,433

	Par		Value
HSBC Holdings PLC
6.80%, 06/01/38	$	2,000,000		$	2,566,412
Tesco PLC
6.15%, 11/15/37 144A		400,000			510,950
					16,040,763
Total Foreign Bonds (Cost $83,464,149)					99,483,310
MORTGAGE-BACKED SECURITIES — 0.4%
Community Program Loan Trust
4.50%, 04/01/29		1,704,031			1,721,616
Federal Home Loan Mortgage Corporation
5.00%, 12/01/31		69,417			74,914
Total Mortgage-Backed Securities (Cost $1,585,116)					1,796,530
MUNICIPAL BONDS — 7.2%
California Educational Facilities Authority, Stanford University, Revenue Bond
5.25%, 04/01/40		4,690,000			6,524,728
Escondido Union High School District, CABS-Election 2008, General Obligation, Series C
5.18%, 08/01/46W†		1,875,000			342,300
Metropolitan Pier & Exposition Authority, McCormick Place Expansion Project, Revenue Bond, Series B (AGM Insured)
5.01%, 06/15/45W†		9,800,000			1,992,634
5.03%, 06/15/46W†		1,240,000			236,939
5.06%, 06/15/47W†		400,000			72,744
Metropolitan Transportation Authority, Revenue Bond, Series E
6.81%, 11/15/40		1,020,000			1,349,246
New Jersey State Turnpike Authority, Build America, Revenue Bond, Series A
7.10%, 01/01/41		706,000			1,018,285
Ohio State University, Revenue Bond, Series A
4.80%, 06/01/11		1,470,000			1,657,146
Placentia-Yorba Linda Unified School District, General Obligation, Series D
5.03%, 08/01/42W†		905,000			211,272
Port Authority of New York & New Jersey, Revenue Bond
4.46%, 10/01/62		6,410,000			6,333,336
San Bernardino Community College District, General Obligation, Series B
5.40%, 08/01/48W†		2,845,000			440,947
Santa Barbara Secondary High School District, General Obligation, Series A
4.97%, 08/01/40W†		1,500,000			399,060
Santa Barbara Unified School District, General Obligation, Series A
4.97%, 08/01/41W†		705,000			178,266

124 See Notes to Financial Statements.

EXTENDED-DURATION BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par		Value
Southwestern Community College District, General Obligation, Series C
5.19%, 08/01/46W†	$	3,975,000		$	797,981
State of California, General Obligation
7.50%, 04/01/34		2,135,000			2,971,386
7.55%, 04/01/39		1,190,000			1,716,932
State of Illinois, General Obligation
5.10%, 06/01/33		635,000			628,752
University of California, Revenue Bond, Series AD
4.86%, 05/15/12		5,912,000			6,239,643
Westside Union School District, General Obligation, Series B
5.33%, 08/01/40W†		1,600,000			383,280
5.44%, 08/01/45W†		2,170,000			397,349
Total Municipal Bonds (Cost $28,436,219)					33,892,226
U.S. TREASURY OBLIGATIONS — 5.8%
U.S. Treasury Bonds
3.13%, 11/15/41		24,168,000			25,300,875
2.75%, 08/15/42		2,300,000			2,221,296
Total U.S. Treasury Obligations (Cost $28,405,941)					27,522,171

	Shares		Value
PREFERRED STOCKS — 0.1%
Ally Financial, Inc. 144AD		82		$	80,537
Chesapeake Energy Corporation CONV		330			24,882
El Paso Energy Capital Trust I CONV		5,350			295,320
Total Preferred Stocks (Cost $272,391)					400,739
MONEY MARKET FUNDS — 11.1%
GuideStone Money Market Fund (GS4 Class)¥		17,748,920			17,748,920
Northern Institutional Liquid Assets Portfolio§		34,681,684			34,681,684
Total Money Market Funds (Cost $52,430,604)					52,430,604
TOTAL INVESTMENTS — 106.3% (Cost $433,753,136)					500,864,232
Liabilities in Excess of Other Assets — (6.3)%					(29,891,077	)
NET ASSETS — 100.0%				$	470,973,155

PORTFOLIO SUMMARY (based on net assets)

	%
Corporate Bonds		59.4
Foreign Bonds		21.1
Money Market Funds		11.1
Municipal Bonds		7.2
U.S. Treasury Obligations		5.8
Asset-Backed Security		1.2
Mortgage-Backed Securities		0.4
Preferred Stocks		0.1
		106.3

See Notes to Financial Statements. 125

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value			Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Asset-Backed Security		$	5,707,321		$	—		$	5,707,321		$	—
Corporate Bonds			279,631,331			—			275,358,048			4,273,283
Foreign Bonds			99,483,310			—			99,483,310			—
Money Market Funds			52,430,604			52,430,604			—			—
Mortgage-Backed Securities			1,796,530			—			1,796,530			—
Municipal Bonds			33,892,226			—			33,892,226			—
Preferred Stocks			400,739			320,202			—			80,537
U.S. Treasury Obligations			27,522,171			—			27,522,171			—
Total Assets - Investments in Securities		$	500,864,232		$	52,750,806		$	443,759,606		$	4,353,820

There were no transfers between Level 1 and Level 2 during the year ended December 31, 2012.

Management has determined that the amount of Level 3 securities compared to total net assets is not material; therefore, the reconciliation of Level 3 securities and assumptions is not shown for the period ending December 31, 2012.

126 See Notes to Financial Statements.

Inflation Protected Bond Fund

Throughout most of 2012, macroeconomic and geopolitical events seemed to dominate the headlines, causing vast changes in investor sentiment and volatility in the capital markets. During the year, the capital markets were absorbing a great deal of information related to the European financial crisis, domestic economic growth, the resolution to the U.S. “fiscal cliff” and the U.S. Presidential election. Underneath these clouds of uncertainty, the capital markets quietly shrugged off these issues and posted positive annual returns that were higher than many pundits thought at the beginning of the year. During the year, riskier asset classes such as equities, high yield bonds and emerging markets debt dominated as investors were willing to take on more risk in the low interest rate environment. This behavior was somewhat explained by improving corporate fundamentals and the fact that monetary/fiscal policies implemented around the globe had greatly reduced the probability of a “left-tail event” (or a severe global recession). The broad domestic bond market, as measured by the Barclays Capital U.S. Aggregate Bond Index, posted an annual return of 4.22%. In comparison, the S&P 500^® Index, a broad performance measure of U.S. stocks, was up 16.00% for the year.

Despite the macroeconomic headwinds and an increase in investors’ risk appetite, all major bond market sectors posted positive returns for the year, led by riskier sectors. Throughout the year, U.S. Treasury yields remained at historically low levels across the yield curve. Short-term rates remained low in response to the Federal Reserve’s implementation of a near zero federal funds rate for the foreseeable future and the implementation of non-traditional strategies such as Operation Twist and the third round of quantitative easing (QE3). Market forces, lack of inflationary pressures and Federal Reserve policies kept mid- and longer-dated U.S. Treasury yields relatively unchanged during the year. The U.S. Treasury sector was one of the worst performing bond sectors during the year as it was negatively impacted by the “risk on” and low yield environment. As a sector, U.S. Treasuries posted an annual return of 1.99%, with longer-dated U.S. Treasuries posting a slightly higher annual return of 3.78%. Shorter-term U.S. Treasuries, as measured by the Bank of America Merrill Lynch 1-3 Year Treasury Index, generated a one-year return of 0.43%, while U.S. Treasury inflation protected securities (“TIPS”) posted an annual return of 6.98% as measured by the Barclays Capital U.S. TIPS Index. The year ended with Treasury yields at remarkably low levels with the yield on the 10-year U.S. Treasury bond at 1.76% and the 30-year U.S. Treasury bond at 2.95%.

With investors willing to take on more risk for the potential of higher return, non-U.S. Treasury bonds (bonds that trade at a risk premium or “spread” to U.S. Treasuries) outpaced U.S. Treasury securities during 2012. Generally, lower quality bonds outpaced higher quality bonds while longer maturity bonds typically outperformed shorter maturity bonds. Non-U.S. Treasury bond sector returns varied by risk. The Barclays Capital U.S. Aggregate - Investment Grade (defined by credit quality of BBB- or higher) produced an annual return of 9.82%. Corporate bonds benefited from improving underlying corporate fundamentals, strong balance sheets and high investor demand. Within the corporate bond sector, the Barclays Capital U.S. Aggregate - Investment Grade Financial Index led with an annual return of 14.65%. The Barclays Capital U.S. High Yield - Corporate Index (defined by below investment grade corporate bonds) generated an annual return of 15.81%, benefiting from strong corporate fundamentals and a historically low default rate environment. Emerging markets debt was another top performer, as the JP Morgan EMBI+ Index generated an annual return of 18.04%, which outpaced U.S. stocks for the year.

The Fund was actively managed and was primarily comprised of inflation-indexed debt securities with an average dollar-weighted duration (a measure of bond prices’ sensitivity to changes in interest rates) normally between four and 10 years. The Fund underperformed its benchmark index, the Barclays Capital U.S. TIPS Index, for the period ended December 31, 2012 (6.06% versus 6.98%). The main source of the benchmark-relative underperformance was the Fund’s yield curve strategy during the first three quarters of the year. The yield curve strategy was positioned for a scenario based on expectations for slower than anticipated global growth, weakening energy prices and ongoing tensions in peripheral Europe which would pressure the 10-year inflation expectations relative to longer-term inflation expectations. However, aggressive monetary accommodation, especially the Federal Reserve’s commitment to hold rates low through 2015, caused intermediate real yields to significantly outperform long-end yields, which benefitted less from the Federal Reserve’s shorter-horizon rate guidance. On the other hand, exposure to German inflation-linked bond positions benefitted the Fund’s returns. U.S. Treasury futures were utilized for Fund structuring purposes, including the efficient management of the Fund’s duration, yield curve strategies and inflation breakeven strategies.

The Fund was consistently managed to provide inflation protection and income consistent with investment in inflation-indexed securities. During the year, the Fund did not contradict its primary objective in an effort to stretch for additional yield by investing in nominal bonds with credit risk.

This Fund may be suitable for investors who have a long-term investment horizon, want protection from inflation, can accept short-term fluctuations in account value and want to diversify their portfolio with a fixed income investment option. This Fund is subject to interest rate risk. Meaning, when interest rates rise, the value of the existing bonds decrease and vice versa. Changes in

127

Inflation Protected Bond Fund

interest rates have a bigger impact on long duration holdings than on short duration holdings. To the extent that the investment adviser misjudges current market conditions, the Fund’s volatility may be amplified by its use of short sales and derivatives and by its ability to select sub-advisers to allocate assets. Short sales by a fund theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. Leverage may increase the risk of loss and cause fluctuations in the market value of the Fund’s portfolio to have disproportionately large effects or cause the net asset value of the Fund generally to decline faster than it would otherwise.

Please see page 130 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

128

Inflation Protected Bond Fund

Average Annual Total Returns as of 12/31/12
	GS4 Class*	Benchmark**
One Year	6.06%	6.98%
Since Inception	8.24%	9.27%
Inception Date	06/25/09
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	0.70%

⁽¹⁾Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph compares the results of a hypothetical $10,000 investment in the GS4 Class of the Fund since June 25, 2009 (commencement of operations), with all dividends and capital gains reinvested, with the Barclays Capital U.S. TIPS Index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**The Barclays Capital U.S. TIPS Index measures the performance of the U.S. Treasury Inflation Protected Securities (“TIPS”) market and includes TIPS with one or more years remaining maturity with total outstanding issue size of $500 million or more.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

129

INFLATION PROTECTED BOND FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Par			Value
U.S. TREASURY OBLIGATIONS — 87.8%
U.S. Treasury Bonds
2.75%, 08/15/42		$	765,000		$	738,822
2.75%, 11/15/42			675,000			650,426
						1,389,248
U.S. Treasury Inflationary Index Bonds
1.88%, 07/15/13			4,780,000			6,119,980
2.00%, 01/15/14			3,575,000			4,620,685
1.25%, 04/15/14			1,820,000			2,051,772
2.00%, 07/15/14			3,908,200			5,063,220
1.63%, 01/15/15			1,550,000			1,995,841
0.50%, 04/15/15			10,656,900			11,874,725
1.88%, 07/15/15			2,943,700			3,818,328
2.00%, 01/15/16			2,335,000			3,019,023
0.13%, 04/15/16			22,905,600			25,291,114
2.50%, 07/15/16			1,967,200			2,590,909
0.13%, 04/15/17			4,663,300			5,088,790
2.13%, 01/15/19			735,900			963,394
1.38%, 01/15/20			1,378,900			1,749,861
1.13%, 01/15/21			4,690,000			5,829,669
0.63%, 07/15/21			2,800,000			3,269,341
0.13%, 01/15/22			5,174,200			5,747,599
0.13%, 07/15/22			7,360,000			8,040,237
2.38%, 01/15/25‡‡			8,220,200			13,630,171
2.00%, 01/15/26			2,275,000			3,482,921
2.38%, 01/15/27			3,040,000			4,815,375
1.75%, 01/15/28			4,605,000			6,593,034
3.63%, 04/15/28			3,480,000			7,905,027
2.50%, 01/15/29			5,040,000			7,758,322
3.88%, 04/15/29			3,450,000			8,063,072
3.38%, 04/15/32			392,100			844,129
2.13%, 02/15/40			3,097,600			4,874,817
2.13%, 02/15/41			4,333,900			6,774,219
0.75%, 02/15/42			7,214,400			8,111,958
						169,987,533
U.S. Treasury Notes
0.88%, 04/30/17			1,205,000			1,219,968
1.63%, 11/15/22			1,080,000			1,068,357
						2,288,325
Total U.S. Treasury Obligations (Cost $161,487,290)						173,665,106

	Shares		Value
MONEY MARKET FUND — 11.5%
GuideStone Money Market Fund (GS4 Class) ¥ (Cost $22,757,052)		22,757,052		$	22,757,052
TOTAL INVESTMENTS — 99.3% (Cost $184,244,342)					196,422,158
Other Assets in Excess of Liabilities — 0.7%					1,340,138
NET ASSETS — 100.0%				$	197,762,296

PORTFOLIO SUMMARY (based on net assets)

	%
U.S. Treasury Obligations		87.8
Money Market Fund		11.5
Futures Contracts		4.5
		103.8

130 See Notes to Financial Statements.

INFLATION PROTECTED BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value			Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Money Market Fund		$	22,757,052		$	22,757,052		$	—		$	—
U.S. Treasury Obligations			173,665,106			—			173,665,106			—
Total Assets - Investments in Securities		$	196,422,158		$	22,757,052		$	173,665,106		$	—
Other Financial Instruments***
Futures Contracts		$	122,246		$	122,246		$	—		$	—
Total Assets - Other Financial Instruments		$	122,246		$	122,246		$	—		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

There were no transfers between Level 1 and Level 2 during the year ended December 31, 2012.

See Notes to Financial Statements. 131

Global Bond Fund

Throughout most of 2012, macroeconomic and geopolitical events seemed to dominate the headlines, causing vast changes in investor sentiment and volatility in the capital markets. During the year, the capital markets were absorbing a great deal of information related to the European financial crisis, domestic economic growth, the resolution to the U.S. “fiscal cliff” and the U.S. Presidential election. Underneath these clouds of uncertainty, the capital markets quietly shrugged off these issues and posted positive annual returns that were higher than many pundits thought at the beginning of the year. During the year, riskier asset classes such as equities, high yield bonds and emerging markets debt dominated as investors were willing to take on more risk in the low interest rate environment. This behavior was somewhat explained by improving corporate fundamentals and the fact that monetary/fiscal policies implemented around the globe had greatly reduced the probability of a “left-tail event” (or a severe global recession). The broad domestic bond market, as measured by the Barclays Capital Aggregate Bond Index, posted an annual return of 4.22%. In comparison, the S&P 500^® Index, a broad performance measure of U.S. stocks, was up 16.00% for the year.

Despite the macroeconomic headwinds and an increase in investors’ risk appetite, all major bond market sectors posted positive returns for the year, led by riskier sectors. Throughout the year, U.S. Treasury yields remained at historically low levels across the yield curve. Short-term rates remained low in response to the Federal Reserve’s implementation of a near zero federal funds rate for the foreseeable future and the implementation of non-traditional strategies such as Operation Twist and the third round of quantitative easing (QE3). Market forces, lack of inflationary pressures and Federal Reserve policies kept mid - and longer-dated U.S. Treasury yields relatively unchanged during the year. The U.S. Treasury sector was one of the worst performing bond sectors during the year as it was negatively impacted by the “risk on” and low yield environment. As a sector, U.S. Treasuries posted an annual return of 1.99%, with longer-dated U.S. Treasuries posting a slightly higher annual return of 3.78%. Shorter-term U.S. Treasuries, as measured by the Bank of America Merrill Lynch 1-3 Year Treasury Index, generated a one-year return of 0.43%. The year ended with Treasury yields at remarkably low levels with the yield on the 10-year U.S. Treasury bond at 1.76% and the 30-year U.S. Treasury bond at 2.95%.

With investors willing to take on more risk for the potential of higher return, non-U.S. Treasury bonds (bonds that trade at a risk premium or “spread” to U.S. Treasuries) outpaced U.S. Treasury securities during 2012. Generally, lower quality bonds outpaced higher quality bonds while longer maturity bonds typically outperformed shorter maturity bonds. Non-U.S. Treasury bond sector returns varied by risk. The Barclays Capital U.S. Aggregate - Investment Grade (defined by credit quality of BBB - or higher) produced an annual return of 9.82%. Corporate bonds benefited from improving underlying corporate fundamentals, strong balance sheets and high investor demand. Within the corporate bond sector, the Barclays Capital U.S. Aggregate - Investment Grade Financial Index led with an annual return of 14.65%. The Barclays Capital U.S. High Yield - Corporate Index (defined by below investment grade corporate bonds) generated an annual return of 15.81%, benefiting from strong corporate fundamentals and a historically low default rate environment.

In the non-U.S. markets, the focus was on the European debt crisis, the southern European economies, the euro and the potential for a hard landing in China. The headwinds of deleveraging and fiscal austerity remained powerful forces in the developed markets, but major central banks across the globe were determined through accommodative monetary policy to support economic growth and the financial markets. This support seemed to provide “breathing room” for these markets and eliminated the fear of a “left tail event.” The global bond market, as measured by the Barclays Capital Global Aggregate Index, posted an annual return of 4.32% for the year. Emerging markets debt, benefitting from strong fundamentals and high investor demand, posted an impressive annual return of 18.04%, as measured by the JPMorgan Emerging Markets Bond Index Plus.

The Fund was actively managed and invests in a diversified portfolio composed primarily of global fixed income securities with an average dollar-weighted duration (a measure of bond prices’ sensitivity to changes in interest rates) normally between three to 10 years. The Fund maintained its global focus, seeking investment opportunities across a wide array of economies, credits, yield curves and currencies. For the one-year period ended December 31, 2012, the Fund outperformed its composite benchmark, 50% Barclays Capital Global Aggregate Bond Index – Unhedged, 25% JPMorgan Emerging Markets Bond Index Plus and 25% Barclays Capital U.S. Corporate High Yield Index – 2% Issuer Capped (12.52% versus 10.47%). The outperformance was primarily generated during the first and fourth quarters. The Fund’s benchmark-relative outperformance was attributable to several factors including exposure to and stock selection within the corporate bond, high yield bond and emerging markets debt sectors. Also, strong returns from select convertible bonds allowed this sector to contribute moderately to excess returns. During the year, the Fund utilized government futures and options to manage yield curve strategies. These strategies, in aggregate, detracted modest value to the Fund’s performance. Additionally, the Fund used currency forward contracts for hedging purposes which slightly detracted from performance while certain options on currency forwards contracts added modest value.

132

Global Bond Fund

This Fund may be suitable for investors who have a medium to long-term investment horizon, seek higher returns than those offered by a shorter maturity bond fund, can accept short-term fluctuations in account value and want to diversify their portfolio with a globally diversified fixed-income investment option. This Fund may invest, to a large extent, in high yield securities, commonly known as junk bonds. While offering higher current yields, these securities may be considered speculative and are subject to greater risks than higher-rated bonds. Securities of emerging countries may involve additional risks including price volatility, reduced liquidity, currency fluctuation and financial reporting requirements as well as political and economic instability. This Fund is subject to interest rate risk. Meaning, when interest rates rise, the value of the existing bonds decrease and vice versa. Changes in interest rates have a bigger impact on long duration holdings than on short duration holdings. To the extent that the investment adviser misjudges current market conditions, the Fund’s volatility may be amplified by its use of short sales and derivatives and by its ability to select sub-advisers to allocate assets. Short sales by a fund theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. Leverage may increase the risk of loss and cause fluctuations in the market value of the Fund’s portfolio to have disproportionately large effects or cause the net asset value of the Fund generally to decline faster than it would otherwise.

Please see page 142 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

133

Global Bond Fund

Average Annual Total Returns as of 12/31/12
	GS4 Class*	Benchmark**
One Year	12.52%	10.47%
Five Year	7.47%	8.09%
Since Inception	7.35%	7.89%
Inception Date	12/29/06
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	0.90%

⁽¹⁾ Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph compares the results of a hypothetical $10,000 investment in the GS4 Class of the Fund since December 29, 2006 (commencement of operations), with all dividends and capital gains reinvested, with the weighted composite index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**Represents a weighted composite benchmark index consisting of 25% JPMorgan Emerging Markets Bond Index Plus, 50% Barclays Capital Global Aggregate Bond Index — Unhedged and 25% Barclays Capital U.S. Corporate High Yield – 2% Issuer Capped Index.

The JPMorgan Emerging Markets Bond Index Plus is a traditional, market-capitalization weighted index comprised of U.S. dollar denominated Brady bonds, Eurobonds and traded loans issued by sovereign entities.

The Barclays Capital Global Aggregate Bond Index — Unhedged provides a broad-based measure of the global investment grade fixed-rate debt markets.

The Barclays Capital U.S. Corporate High Yield – 2% Issuer Capped Index is an issuer-constrained version of the Barclays Capital U.S. Corporate High Yield Index that covers the U.S.-denominated, non-investment grade, fixed-rate and taxable corporate bond market.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

134

GLOBAL BOND FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Par			Value
CORPORATE BONDS — 32.0%
Acadia Healthcare Co., Inc.
12.88%, 11/01/18		$	160,000		$	194,400
Access Midstream Partners LP
6.13%, 07/15/22			150,000			162,375
AES Corporation
9.75%, 04/15/16			10,000			12,000
8.00%, 06/01/20			350,000			404,250
Alcatel-Lucent USA, Inc.
6.45%, 03/15/29			75,000			57,375
Alcoa, Inc.
5.87%, 02/23/22D			5,000			5,403
6.75%, 01/15/28			185,000			200,546
5.95%, 02/01/37D			65,000			62,986
Ally Financial, Inc.
7.50%, 12/31/13D			15,000			15,881
6.75%, 12/01/14D			399,000			432,915
5.50%, 02/15/17			70,000			75,229
8.00%, 12/31/18			104,000			122,200
8.00%, 03/15/20			200,000			246,000
7.50%, 09/15/20D			415,000			502,669
8.00%, 11/01/31D			345,000			438,581
Altegrity, Inc.
10.50%, 11/01/15 144A			150,000			132,000
American Axle & Manufacturing, Inc.
6.63%, 10/15/22D			150,000			153,000
American International Group, Inc.
5.45%, 05/18/17			25,000			28,770
Anadarko Petroleum Corporation
5.95%, 09/15/16			10,000			11,521
6.38%, 09/15/17			120,000			143,488
Appleton Papers, Inc.
11.25%, 12/15/15			102,000			110,670
Ashton Woods USA LLC
11.00%,
06/30/15 STEP 144A@			20,800			20,800
AT&T, Inc.
3.88%, 08/15/21			60,000			66,994
6.55%, 02/15/39			220,000			290,131
Ball Corporation
5.75%, 05/15/21D			380,000			413,250
Bank of America Corporation
4.63%, 08/07/17(E)D			300,000			447,097
5.49%, 03/15/19			100,000			111,229
5.00%, 05/13/21			100,000			114,363
Calpine Corporation
7.88%, 01/15/23 144A			392,000			444,920
CCO Holdings LLC
7.00%, 01/15/19			230,000			249,262
6.50%, 04/30/21			190,000			205,912
Cemex Finance LLC
9.38%, 10/12/22			350,000			395,500
Chesapeake Energy Corporation
6.78%, 03/15/19			140,000			140,350
6.63%, 08/15/20D			75,000			80,812
6.88%, 11/15/20			5,000			5,444
2.75%, 11/15/35 CONV			110,000			105,738
2.50%, 05/15/37 CONVD			270,000			244,350
2.25%, 12/15/38 CONVD			25,000			20,312

	Par			Value
Chiquita Brands International, Inc.
7.50%, 11/01/14D		$	450,000		$	452,812
Ciena Corporation
0.88%, 06/15/17			135,000			117,028
3.75%,
10/15/18 CONV 144A			415,000			469,209
Cincinnati Bell Telephone Co. LLC
6.30%, 12/01/28			155,000			149,575
Citigroup, Inc.
7.38%, 09/04/19(E)			380,000			660,181
Cleaver-Brooks, Inc.
8.75%, 12/15/19 144A			110,000			113,850
Cliffs Natural Resources, Inc.
3.95%, 01/15/18D			200,000			201,525
Colorado Interstate Gas Co.
5.95%, 03/15/15			20,000			21,927
6.80%, 11/15/15			125,000			145,478
Comcast Corporation
5.15%, 03/01/20			170,000			201,803
Concho Resources, Inc.
5.50%, 10/01/22			520,000			551,200
ConocoPhillips
6.50%, 02/01/39D			30,000			42,701
CONSOL Energy
8.25%, 04/01/20			210,000			228,375
Continental Airlines, Inc.
9.00%, 07/08/16			1,071,797			1,240,605
5.98%, 04/19/22			487,553			542,987
Continental Rubber Of America Corporation
4.50%, 09/15/19 144AD			350,000			359,938
Countrywide Financial Corporation
6.25%, 05/15/16			280,000			307,593
Cricket Communications, Inc.
7.75%, 05/15/16			190,000			202,112
Cummins, Inc.
5.65%, 03/01/98			1,500,000			1,566,000
DAE Aviation Holdings, Inc.
11.25%, 08/01/15 144A			120,000			123,900
Delta Air Lines, Inc.
8.02%, 08/10/22			77,008			84,223
DISH DBS Corporation
5.88%, 07/15/22 144A			600,000			648,000
Dynegy Holdings Escrow
7.75%, 06/01/19+#			893,000			—
El Paso LLC
7.75%, 01/15/32			50,000			59,000
El Paso Natural Gas Co. LLC
8.63%, 01/15/22			90,000			124,255
8.38%, 06/15/32			75,000			106,931
El Pollo Loco, Inc.
17.00%,
01/01/18 PIK 144AD			177,583			190,014
Embarq Corporation
8.00%, 06/01/36D			995,000			1,102,055
Enterprise Products Operating LLC
9.75%, 01/31/14			100,000			109,438
8.38%, 08/01/66†			60,000			68,529
ERAC USA Finance LLC
7.00%, 10/15/37 144A			1,065,000			1,356,822

See Notes to Financial Statements. 135

	Par		Value
Escrow GCB US Oncology
9.12%, 08/15/17+ 144A	$	155,000		$	—
EXCO Resources, Inc.
7.50%, 09/15/18		200,000			195,000
FirstEnergy Corporation
7.38%, 11/15/31		325,000			420,945
Ford Motor Co.
4.25%, 11/15/16 CONVD		830,000			1,319,700
6.63%, 10/01/28		850,000			985,881
Ford Motor Credit Co., LLC
12.00%, 05/15/15		100,000			123,500
Ford Motor
Credit Co., LLC
5.00%, 05/15/18		520,000			575,087
Freescale Semiconductor, Inc.
10.13%, 12/15/16		56,000			57,820
Fresenius US Finance II, Inc.
8.75%, 07/15/15 144A(E)		30,000			46,608
Frontier Communications Corporation
7.88%, 01/15/27		405,000			413,100
General Electric Capital Corporation
7.63%, 12/10/14(Z)		1,025,000			912,738
4.88%, 03/04/15		370,000			400,889
6.50%, 09/28/15(Z)		255,000			225,102
6.75%, 09/26/16(Z)		150,000			136,048
3.15%, 09/07/22D		330,000			337,860
6.75%, 03/15/32		30,000			39,077
6.88%, 01/10/39		200,000			272,813
Georgia-Pacific LLC
8.88%, 05/15/31		605,000			909,575
Gerdau Holdings, Inc.
7.00%, 01/20/20D		240,000			280,200
Goldman Sachs Group, Inc.
4.75%, 10/12/21(E)		150,000			211,427
6.75%, 10/01/37		355,000			403,613
Goodyear Tire & Rubber Co.
7.00%, 03/15/28D		690,000			698,625
Hanover Insurance Group, Inc.
7.50%, 03/01/20		385,000			457,055
HCA, Inc.
6.38%, 01/15/15D		150,000			162,938
7.19%, 11/15/15		205,000			226,525
7.50%, 12/15/23		555,000			570,262
8.36%, 04/15/24		90,000			97,425
7.69%, 06/15/25		775,000			796,312
7.58%, 09/15/25		570,000			579,975
Hercules Offshore, Inc.
10.50%, 10/15/17 144A		80,000			86,600
Hiland Partners LP
7.25%, 10/01/20 144A		100,000			107,500
Idearc, Inc. Escrow
0.00%, 11/15/16+W		185,000			—
ING Capital Funding Trust III
3.91%, 12/29/49†		160,000			152,624
Intel Corporation
2.95%, 12/15/35		580,000			604,288
3.25%, 08/01/39		460,000			541,362
International Lease Finance Corporation
5.65%, 06/01/14		90,000			94,106
8.63%, 09/15/15		450,000			507,375
5.88%, 04/01/19D		210,000			222,390

	Par		Value
6.25%, 05/15/19	$	155,000		$	165,850
5.88%, 08/15/22D		215,000			228,150
iStar Financial, Inc.
5.70%, 03/01/14		62,000			63,705
6.05%, 04/15/15		20,000			20,300
5.88%, 03/15/16		22,000			22,220
3.00%, 11/15/16 CONV		80,000			81,900
7.13%, 02/15/18		150,000			153,562
JC Penney Corporation, Inc.
6.38%, 10/15/36D		650,000			490,750
7.40%, 04/01/37D		5,000			4,200
7.63%, 03/01/97D		1,300,000			1,027,000
Jefferies Group, Inc.
5.13%, 04/13/18		55,000			58,025
6.88%, 04/15/21		270,000			303,750
6.45%, 06/08/27		35,000			37,450
3.88%, 11/01/29 CONV		55,000			54,759
6.25%, 01/15/36D		135,000			140,400
Jones Group, Inc.
6.13%, 11/15/34D		135,000			116,775
JPMorgan Chase & Co.
4.50%, 01/24/22D		160,000			181,340
JPMorgan Chase Bank NA
4.38%, 11/30/21(E)†D		350,000			490,128
K Hovnanian Enterprises, Inc.
5.00%, 11/01/21D		795,000			683,700
Key Energy Services, Inc.
6.75%, 03/01/21D		170,000			170,850
Kinder Morgan Energy Partners LP
6.50%, 02/01/37D		75,000			91,864
6.95%, 01/15/38		90,000			118,827
Lennar Corporation
5.60%, 05/31/15D		1,400,000			1,498,000
Level 3 Financing, Inc.
9.38%, 04/01/19		20,000			22,450
7.00%, 06/01/20 144A		730,000			765,588
Masco Corporation
5.85%, 03/15/17		90,000			98,039
7.75%, 08/01/29		250,000			278,722
6.50%, 08/15/32		175,000			181,523
MBIA Insurance Corporation
14.00%, 01/15/33 144A†		435,000			78,300
Merrill Lynch & Co., Inc.
6.05%, 06/01/34		700,000			766,791
6.11%, 01/29/37D		1,300,000			1,423,648
Mirant Mid Atlantic Pass Through Trust
10.06%, 12/30/28		165,630			187,576
Morgan Stanley
4.75%, 04/01/14D		40,000			41,432
5.75%, 01/25/21		700,000			800,736
6.25%, 08/09/26		400,000			470,562
Motorola Solutions, Inc.
6.63%, 11/15/37		105,000			120,911
Mutual of Omaha Insurance Co.
6.80%, 06/15/36 144A		1,200,000			1,413,138
NetFlix, Inc.
8.50%, 11/15/17D		150,000			160,500
Old Republic International Corporation
3.75%, 03/15/18 CONVD		1,600,000			1,673,000
Owens Corning
7.00%, 12/01/36		220,000			244,162

136 See Notes to Financial Statements.

GLOBAL BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par		Value
Owens-Brockway Glass Container, Inc.
3.00%, 06/01/15 144AD	$	840,000		$	835,275
Peabody Energy Corporation
6.50%, 09/15/20D		490,000			527,975
Pemex Project Funding Master Trust
6.63%, 06/15/35		516,000			657,900
Penn Mutual Life Insurance Co.
7.63%, 06/15/40 144A		685,000			869,229
Pioneer Natural Resources Co.
5.88%, 07/15/16		900,000			1,021,326
7.20%, 01/15/28		315,000			402,412
Plains Exploration & Production Co.
8.63%, 10/15/19D		55,000			62,838
ProLogis LP
6.63%, 05/15/18		15,000			18,138
QEP Resources, Inc.
6.88%, 03/01/21		290,000			335,675
Quicksilver Resources, Inc.
11.75%, 01/01/16		145,000			143,912
Qwest Capital Funding, Inc.
6.50%, 11/15/18		225,000			255,514
Qwest Corporation
3.56%, 06/15/13†		100,000			100,781
7.25%, 09/15/25D		105,000			121,928
6.88%, 09/15/33		2,500,000			2,525,000
7.25%, 10/15/35D		110,000			116,853
Range Resources Corporation
6.75%, 08/01/20		510,000			555,900
Regency Energy Partners LP
5.50%, 04/15/23		450,000			482,625
Reliance Holdings USA, Inc.
4.50%, 10/19/20 144AD		290,000			304,148
Republic Services, Inc.
4.75%, 05/15/23		90,000			102,469
Reynolds Group Issuer, Inc.
9.00%, 04/15/19		330,000			344,850
5.75%, 10/15/20 144AD		60,000			62,100
Rock-Tenn Co.
4.00%, 03/01/23 144A		600,000			610,777
Ryerson, Inc.
9.00%, 10/15/17 144A		270,000			276,412
11.25%, 10/15/18 144A		70,000			64,662
SandRidge Energy, Inc.
7.50%, 02/15/23D		250,000			268,750
Service Corporation International
7.50%, 04/01/27D		75,000			81,000
Simon Property Group LP
5.75%, 12/01/15D		25,000			28,179
SLM Corporation
5.38%, 01/15/13		650,000			651,621
5.38%, 05/15/14		1,000,000			1,049,264
8.45%, 06/15/18D		769,000			903,575
8.00%, 03/25/20		10,000			11,475
Southern Copper Corporation
5.38%, 04/16/20D		70,000			80,681
6.75%, 04/16/40		450,000			546,244
5.25%, 11/08/42		200,000			201,166
Springleaf Finance Corporation
5.75%, 09/15/16		700,000			635,250
6.50%, 09/15/17		400,000			356,000

	Par		Value
6.90%, 12/15/17	$	200,000		$	180,000
Sprint Capital Corporation
6.88%, 11/15/28D		50,000			52,250
8.75%, 03/15/32		745,000			914,488
Steel Dynamics, Inc.
7.63%, 03/15/20D		100,000			111,000
Teachers Insurance & Annuity Association of America
6.85%, 12/16/39 144A		100,000			136,112
Tenet Healthcare Corporation
8.88%, 07/01/19		462,000			519,750
6.88%, 11/15/31		85,000			76,925
Tesoro Logistics LP
5.88%, 10/01/20 144AD		180,000			187,650
Textron Financial Corporation
5.13%, 08/15/14D		30,000			31,378
Textron, Inc.
6.63%, 04/07/20(U)		130,000			243,606
Time Warner Cable, Inc.
8.75%, 02/14/19		190,000			256,661
8.25%, 04/01/19		40,000			53,298
Time Warner, Inc.
4.00%, 01/15/22D		100,000			109,678
Toys “R” Us, Inc.
7.38%, 10/15/18D		335,000			306,525
tw telecom holdings, Inc.
5.38%, 10/01/22 144A		380,000			399,475
United Air Lines 2009-1 Pass-Through Trust
10.40%, 05/01/18D		505,432			581,853
United Air Lines, Inc.
6.64%, 07/02/22		238,797			256,707
Univision Communications, Inc.
7.88%, 11/01/20 144A		150,000			163,125
US Airways 2012-2 Class A
Pass Through Trust
5.90%, 10/01/24D		335,000			365,150
4.63%, 06/03/25		270,000			276,581
US Airways, Inc.
9.13%, 10/01/15		515,000			531,094
8.00%, 10/01/19D		585,000			624,488
USG Corporation
6.30%, 11/15/16		1,250,000			1,300,000
Valeant Pharmaceuticals International
6.38%, 10/15/20 144AD		255,000			274,125
Vanguard Health Holding
Co. II LLC
8.00%, 02/01/18D		105,000			109,200
Verizon Pennsylvania, Inc.
6.00%, 12/01/28		90,000			105,793
VPI Escrow Corporation
6.38%, 10/15/20 144AD		285,000			307,088
Wachovia Corporation
5.25%, 08/01/14		120,000			128,010
WellPoint, Inc.
7.00%, 02/15/19		80,000			99,677
Western Union Co.
6.20%, 06/21/40D		5,000			5,100
Westvaco Corporation
8.20%, 01/15/30		150,000			198,420
7.95%, 02/15/31		135,000			176,905
Weyerhaeuser Co.
8.50%, 01/15/25		405,000			539,834

See Notes to Financial Statements. 137

	Par		Value
6.95%, 10/01/27	$	55,000		$	63,884
7.38%, 03/15/32		370,000			467,539
6.88%, 12/15/33		490,000			586,994
Williams Cos., Inc.
7.50%, 01/15/31		60,000			75,215
WPX Energy, Inc.
6.00%, 01/15/22 144A		150,000			162,375
Wyndham Worldwide Corporation
7.38%, 03/01/20		380,000			458,069
Total Corporate Bonds
(Cost $63,674,610)					74,567,643
FOREIGN BONDS — 42.6%
Argentina — 0.3%
Argentina Boden Bonds
7.00%, 10/03/15D		452,000			411,546
Pan American Energy LLC
7.88%, 05/07/21D		156,000			136,110
7.88%, 05/07/21 144A		61,000			53,222
					600,878
Australia — 1.7%
FMG Resources August
2006 Proprietary, Ltd.
7.00%, 11/01/15 144A		70,000			73,850
6.88%, 04/01/22 144AD		370,000			379,712
New South Wales Treasury Corporation
6.00%, 02/01/18(A)		2,620,000			3,042,037
Queensland Treasury Corporation
7.13%, 09/18/17(Z)		275,000			261,209
Rio Tinto Finance (USA), Ltd.
9.00%, 05/01/19		190,000			261,305
					4,018,113
Bermuda — 0.7%
Qtel International Finance, Ltd.
4.75%, 02/16/21 144AD		200,000			226,500
Sirius International Group, Ltd.
6.38%, 03/20/17 144A		1,250,000			1,366,467
					1,592,967
Brazil — 3.0%
Brazil Notas do Tesouro Nacional
10.00%, 01/01/14(B)		131,000			65,710
10.00%, 01/01/17(B)		4,207,000			2,168,459
Brazilian Government International Bond
4.88%, 01/22/21D		610,000			738,100
11.00%, 08/17/40D		115,000			144,181
Centrais Eletricas Brasileiras SA
5.75%, 10/27/21D		200,000			216,000
Federal Republic of Brazil
10.25%, 01/10/28(B)		5,250,000			3,391,026
Hypermarcas SA
6.50%, 04/20/21 144AD		150,000			163,875
Telemar Norte Leste SA
5.50%, 10/23/20D		100,000			104,500
5.50%, 10/23/20 144A		110,000			114,950
					7,106,801

	Par		Value
Canada — 3.6%
Atlantic Power Corporation
9.00%, 11/15/18 144A	$	310,000		$	325,500
Canadian Government Bond
2.50%, 06/01/15(C)		4,720,000			4,895,333
Methanex Corporation
5.25%, 03/01/22		75,000			83,337
Province of Manitoba
6.38%, 09/01/15(Z)		815,000			725,513
Province of Quebec
6.75%, 11/09/15(Z)		2,650,000			2,389,681
Stone Container Finance Company of Canada II Escrow
3.39%, 07/15/14+W		330,000			6,600
					8,425,964
Cayman Islands — 1.5%
Braskem Finance, Ltd.
7.00%, 05/07/20		350,000			396,375
5.75%, 04/15/21		200,000			211,500
Fibria Overseas Finance, Ltd.
6.75%, 03/03/21		250,000			279,375
Odebrecht Finance, Ltd.
6.00%, 04/05/23		300,000			348,375
6.00%, 04/05/23 144AD		420,000			487,725
Petrobras International Finance Co.
6.88%, 01/20/40		390,000			499,342
6.75%, 01/27/41		270,000			343,464
Suzano Trading, Ltd.
5.88%, 01/23/21 144AD		250,000			262,500
Vale Overseas, Ltd.
6.88%, 11/21/36		592,000			736,791
					3,565,447
Chile — 0.6%
AES Gener SA
5.25%, 08/15/21 144A		220,000			245,266
Celulosa Arauco y Constitucion SA
7.25%, 07/29/19		120,000			142,970
4.75%, 01/11/22		255,000			268,746
Colbun SA
6.00%, 01/21/20D		100,000			111,731
6.00%, 01/21/20 144A		110,000			122,904
Corporation Nacional del Cobre de Chile
3.88%, 11/03/21 144A		220,000			240,819
Inversiones CMPC SA
4.75%, 01/19/18 144A		200,000			211,841
					1,344,277
Colombia — 0.9%
Colombia Government International Bond
7.38%, 03/18/19D		200,000			263,900
7.38%, 09/18/37D		160,000			249,680
6.13%, 01/18/41D		140,000			192,920
Ecopetrol SA
7.63%, 07/23/19		440,000			569,493
Empresa de Energia de Bogota SA
6.13%, 11/10/21 144A		250,000			281,875

138 See Notes to Financial Statements.

GLOBAL BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par		Value
Empresas Publicas de Medellin ESP
7.63%, 07/29/19 144A	$	120,000		$	151,200
Transportadora de Gas Internacional SA ESP
5.70%, 03/20/22		260,000			288,600
					1,997,668
Czech Republic — 0.1%
EP Energy AS
5.88%, 11/01/19 144A(E)		120,000			171,067
France — 0.6%
AXA SA
6.21%, 10/29/49(E)†D		210,000			271,926
Compagnie Generale de Geophysique - Veritas
9.50%, 05/15/16		650,000			700,375
Dematic SA
8.75%, 05/01/16 144A		250,000			267,187
Europcar Groupe SA
9.38%, 04/15/18 144A(E)		145,000			170,341
					1,409,829
Germany — 10.0%
Bundesobligation
2.00%, 02/26/16(E)		910,000			1,275,775
0.75%, 02/24/17(E)		2,880,000			3,890,965
Bundesrepublik Deutschland
4.00%, 07/04/16(E)D		2,000			3,000
3.75%, 01/04/19(E)		4,570,000			7,169,254
3.25%, 01/04/20(E)		4,240,000			6,540,021
3.25%, 07/04/21(E)		2,320,000			3,600,691
Kabel Deutschland Holding AG
6.50%, 07/31/17 144A(E)		100,000			144,535
Kabel Deutschland Vertrieb und Service GmbH
6.50%, 06/29/18 144A(E)		160,000			229,145
KM Germany Holdings GmbH
8.75%, 12/15/20 144A(E)		100,000			138,926
Rearden G Holdings EINS GmbH
7.88%, 03/30/20 144AD		200,000			224,000
					23,216,312
Iceland — 0.0%
Kaupthing Bank HF
7.13%, 05/19/16+ 144A#		150,000			2
Indonesia — 0.5%
Indonesia Government International Bond
6.63%, 02/17/37		225,000			302,625
5.25%, 01/17/42D		570,000			664,763
Pertamina Persero PT
5.25%, 05/23/21 144A		200,000			225,000
					1,192,388
Ireland — 1.7%
Ardagh Glass Finance PLC
7.13%, 06/15/17 144A(E)		112,000			152,270
Ardagh Packaging Finance PLC
9.13%, 10/15/20 144AD		200,000			218,500
Ireland Government Bond
4.50%, 10/18/18(E)D		900,000			1,241,838
5.00%, 10/18/20(E)		50,000			68,111
5.40%, 03/13/25(E)		750,000			1,014,480

	Par		Value
Nara Cable Funding, Ltd.
8.88%, 12/01/18 144A	$	360,000		$	368,100
Novatek OAO via Novatek Finance, Ltd.
6.60%, 02/03/21 144A		200,000			235,500
XL Group PLC
6.25%, 05/15/27D		640,000			761,955
					4,060,754
Italy — 0.5%
Italy Buoni Poliennali Del Tesoro
5.25%, 11/01/29(E)		20,000			27,315
5.75%, 02/01/33(E)		20,000			28,796
5.00%, 08/01/34(E)		20,000			26,448
Seat Pagine Gialle SpA
10.50%, 01/31/17(E)		129,000			103,867
Telecom Italia Capital SA
6.38%, 11/15/33		855,000			865,688
6.00%, 09/30/34		155,000			152,288
					1,204,402
Luxembourg — 1.7%
Altice Financing SA
8.00%, 12/15/19 144A(E)		120,000			168,295
ArcelorMittal
4.25%, 02/25/15		100,000			101,058
4.25%, 08/05/15D		140,000			141,496
6.13%, 06/01/18D		305,000			309,470
6.00%, 03/01/21D		30,000			29,962
7.50%, 10/15/39D		295,000			278,068
7.25%, 03/01/41D		690,000			641,803
ConvaTec Healthcare E SA
10.88%, 12/15/18(E)		100,000			150,145
CSN Resources SA
6.50%, 07/21/20D		200,000			218,000
6.50%, 07/21/20 144A		150,000			163,500
Evraz Group SA
9.50%, 04/24/18		270,000			309,150
6.75%, 04/27/18 144A		240,000			247,800
Hannover Finance Luxembourg SA
5.75%, 09/14/40(E)†D		50,000			76,016
Ontex IV SA
9.00%, 04/15/19(E)		100,000			140,246
Spie BondCo 3 SCA
11.00%, 08/15/19(E)		200,000			289,731
TNK-BP Finance SA
7.88%, 03/13/18D		290,000			353,481
Vimpel Communications OJSC Via UBS Luxembourg SA
8.25%, 05/23/16		125,000			141,412
Wind Acquisition Finance SA
7.25%, 02/15/18 144A		200,000			203,500
Wind Acquisition Holdings Finance SA
12.25%, 07/15/17 PIK(E)D		8,783			11,709
					3,974,842
Malaysia — 0.5%
Malaysia Government Bond
3.84%, 08/12/15(R)		3,365,000			1,122,467
4.26%, 09/15/16(R)		140,000			47,598
					1,170,065

See Notes to Financial Statements. 139

	Par		Value
Marshall Islands — 0.1%
Teekay Corporation
8.50%, 01/15/20D	$	150,000		$	159,000
Mexico — 2.7%
America Movil SAB de CV
5.63%, 11/15/17		98,000			118,310
Axtel SAB de CV
7.63%, 02/01/17		20,000			10,900
7.63%, 02/01/17 144A		170,000			92,650
9.00%, 09/22/19		58,000			32,190
Grupo Televisa SAB
6.63%, 03/18/25D		100,000			129,607
6.63%, 01/15/40D		270,000			347,164
Kansas City Southern de Mexico SA de CV
12.50%, 04/01/16		60,000			66,922
8.00%, 02/01/18D		330,000			367,125
Mexican Bonos
8.00%, 06/11/20(M)		19,619,000			1,788,684
6.50%, 06/09/22(M)		5,282,100			444,160
8.00%, 12/07/23(M)		26,500,000			2,483,956
Petroleos Mexicanos
5.50%, 01/21/21		150,000			176,025
6.50%, 06/02/41		135,000			170,100
					6,227,793
Netherlands — 2.0%
Clondalkin Acquisition BV
2.18%, 12/15/13 144A(E)†		66,000			83,415
EDP Finance BV
4.75%, 09/26/16(E)		300,000			410,467
6.00%, 02/02/18 144A		200,000			210,698
4.90%, 10/01/19 144A		1,100,000			1,096,408
Indosat Palapa Co. BV
7.38%, 07/29/20		100,000			114,000
7.38%, 07/29/20 144AD		100,000			114,000
Lukoil International Finance BV
6.36%, 06/07/17		200,000			229,800
6.66%, 06/07/22D		270,000			330,075
LyondellBasell Industries NV
5.75%, 04/15/24D		260,000			306,800
OI European Group BV
6.88%, 03/31/17 144A(E)		100,000			137,276
Polish Television Holding BV
11.25%,
05/15/17 STEP 144A(E)		125,000			180,669
Swiss Reinsurance Co. Via ELM BV
5.25%, 05/29/49(E)†D		400,000			543,281
UPC Holding BV
8.00%, 11/01/16(E)		154,000			210,795
VimpelCom Holdings BV
7.50%, 03/01/22 144A		200,000			229,750
Ziggo Bond Co. BV
8.00%, 05/15/18 144A(E)		250,000			364,638
					4,562,072
Norway — 0.7%
Norway Government Bond
5.00%, 05/15/15(K)		355,000			69,126
4.25%, 05/19/17(K)		8,060,000			1,619,075
					1,688,201

	Par		Value
Panama — 0.2%
AES El Salvador Trust
6.75%, 02/01/16D	$	100,000		$	103,750
Panama Government International Bond
7.25%, 03/15/15		1,000			1,124
6.70%, 01/26/36D		201,000			286,425
					391,299
Peru — 0.8%
Peru Government Bond
7.84%, 08/12/20(P)		2,116,000			1,046,850
Peruvian Government International Bond
7.35%, 07/21/25		40,000			58,160
8.75%, 11/21/33D		389,000			677,833
6.55%, 03/14/37		8,000			11,600
					1,794,443
Philippines — 0.1%
Philippine Government International Bond
4.00%, 01/15/21		200,000			225,000
Portugal — 0.1%
Portugal Obrigacoes do Tesouro OT
4.80%, 06/15/20(E)		50,000			59,202
3.85%, 04/15/21(E)		150,000			163,201
					222,403
Russia — 0.8%
Russian Foreign Bond
7.50%, 03/31/30 STEPD		932,325			1,199,343
5.63%, 04/04/42		600,000			747,000
					1,946,343
South Africa — 1.1%
Edcon Proprietary, Ltd.
3.43%, 06/15/14(E)†		320,000			407,603
South Africa Government Bond
10.50%, 12/21/26(S)		14,779,811			2,236,723
					2,644,326
Spain — 0.1%
Santander Issuances SA Unipersonal
5.91%, 06/20/16 144A		100,000			102,979
Telefonica Emisiones SAU
5.13%, 04/27/20		75,000			79,031
					182,010
Supranational — 0.7%
Inter-American Development Bank
4.97%, 09/23/13(N)W†		15,900,000,000			1,591,732
Sweden — 0.1%
Corral Petroleum Holdings AB
15.00%,
12/31/17 PIK 144A(E)		164,020			190,702
Trinidad And Tobago — 0.1%
Petroleum Co. of Trinidad &
Tobago, Ltd.
9.75%, 08/14/19 144AD		240,000			321,360

140 See Notes to Financial Statements.

GLOBAL BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par		Value
Turkey — 0.3%
Turkey Government International Bond
7.50%, 07/14/17	$	100,000		$	122,095
7.00%, 03/11/19		100,000			124,725
6.25%, 09/26/22		345,000			430,905
6.88%, 03/17/36		73,000			98,824
					776,549
United Arab Emirates — 0.8%
DP World, Ltd.
6.85%, 07/02/37 144A		1,500,000			1,764,375
United Kingdom — 2.7%
Anglian Water Osprey Financing PLC
7.00%, 01/31/18(U)		160,000			282,916
Barclays Bank PLC
6.00%, 01/23/18(E)D		450,000			674,912
Boparan Finance PLC
9.88%, 04/30/18 144A(U)		100,000			184,985
HBOS PLC
6.75%, 05/21/18 144A		500,000			540,625
6.00%, 11/01/33 144A		1,360,000			1,242,999
HSBC Holdings PLC
6.00%, 06/10/19(E)		270,000			432,401
Lloyds TSB Bank PLC
6.50%, 03/24/20(E)		326,000			492,759
Phones4u Finance PLC
9.50%, 04/01/18 144A(U)		130,000			221,738
Priory Group No. 3 PLC
8.88%, 02/15/19(U)		100,000			168,131
Southern Gas Networks PLC
4.88%, 12/21/20(U)		270,000			496,811
Tesco Property Finance 3 PLC
5.74%, 04/13/40(U)		279,290			498,562
Thames Water Kemble Finance PLC
7.75%, 04/01/19(U)		160,000			282,981
Vedanta Resources PLC
8.75%, 01/15/14		210,000			221,550
6.75%, 06/07/16 144AD		200,000			211,500
Virgin Media Finance PLC
5.13%, 02/15/22(U)D		250,000			413,221
					6,366,091
Venezuela — 1.2%
Venezuela Government International Bond
8.50%, 10/08/14D		26,000			26,728
5.75%, 02/26/16D		1,153,000			1,103,997
7.75%, 10/13/19		360,000			341,100
9.25%, 09/15/27D		1,154,000			1,159,770
9.38%, 01/13/34D		207,000			205,965
					2,837,560
Virgin Islands (British) — 0.1%
GTL Trade Finance, Inc.
7.25%, 10/20/17 144AD		189,000			219,240
Total Foreign Bonds (Cost $91,570,348)					99,162,275

	Par			Value
LOAN AGREEMENTS — 0.0%
El Pollo Loco, Inc.
9.25%, 07/14/17†		$	29,550		$	30,363
Trico Shipping AS,
Tranche A
10.00%, 05/13/14†@			18,802			18,708
Trico Shipping AS, Tranche B
1.00% - 10.00%, 05/13/14†			33,104			32,938
Total Loan Agreements (Cost $80,782)						82,009
MORTGAGE-BACKED SECURITIES — 4.6%
Credit Suisse Mortgage Capital Certificates
5.70%, 09/15/40†			220,000			254,937
Federal Home Loan Mortgage Corporation
3.50%, 08/01/42			297,157			317,169
Federal National Mortgage Association
3.00%, 01/01/26 TBA			1,100,000			1,161,016
3.50%, 01/01/41 TBA			4,600,000			4,904,211
3.00%, 01/01/43 TBA			1,900,000			1,990,844
Government National Mortgage Association
3.50%, 01/01/41 TBA			100,000			108,633
4.50%, 01/01/41 TBA			400,000			437,937
3.00%, 01/01/43 TBA			1,400,000			1,488,297
Total Mortgage-Backed Securities (Cost $10,531,375)						10,663,044
MUNICIPAL BOND — 0.2%
State of Illinois, General Obligation
5.10%, 06/01/33
(Cost $331,315)			435,000			430,720
		Number of Contracts
PURCHASED OPTIONS — 0.1%
Call Options — 0.1%
U.S. Dollar vs. European Currency Unit, Strike Price
$1.25, Expires 02/05/13
(DEUT)			78,620			4,513
U.S. Dollar vs. Japanese Yen, Strike Price $83.00, Expires
02/15/13 (JPM)			56,200			246,847
						251,360
Total Purchased Options (Cost $88,249)						251,360
		Par
U.S. TREASURY OBLIGATIONS — 9.6%
U.S. Treasury Bonds
3.50%, 02/15/39‡‡		$	2,360,000			2,668,275
4.25%, 05/15/39			40,000			51,037
4.63%, 02/15/40			140,000			189,175
3.88%, 08/15/40			30,000			36,061
						2,944,548

See Notes to Financial Statements. 141

	Par		Value
U.S. Treasury Notes
1.00%, 05/15/14	$	10,000		$	10,109
2.63%, 07/31/14		50,000			51,889
0.25%, 08/31/14		2,255,000			2,255,970
0.25%, 09/30/14		5,100,000			5,101,994
2.38%, 09/30/14		110,000			114,099
0.25%, 10/31/14		2,860,000			2,861,118
0.13%, 12/31/14		2,780,000			2,773,484
1.25%, 08/31/15		90,000			92,201
0.25%, 10/15/15		2,310,000			2,305,128
0.38%, 11/15/15		2,855,000			2,858,123
0.25%, 12/15/15		620,000			618,256
0.75%, 10/31/17		20,000			20,069
1.25%, 10/31/19		110,000			110,928
2.00%, 02/15/22		120,000			124,116
1.63%, 08/15/22		150,000			149,039
					19,446,523
Total U.S. Treasury Obligations (Cost $21,918,907)					22,391,071
	Shares
COMMON STOCKS — 1.1%
Healthcare — 0.2%
Bristol-Myers Squibb Co.		15,400			501,886
Materials & Processing — 0.3%
Nortek, Inc.*		36			2,385
PPG Industries, Inc.		5,751			778,398
Rock-Tenn Co. Class A		183			12,794
					793,577
Technology — 0.4%
Corning, Inc.		70,534			890,139
Utilities — 0.2%
Dynegy, Inc.D*		21,785			416,747
Total Common Stocks (Cost $2,132,029)					2,602,349
FOREIGN COMMON STOCKS — 0.6%
Netherlands — 0.2%
Royal Dutch Shell PLC ADRD		6,443			444,245
Norway — 0.1%
Deep Ocean Group Holding+@		8,860			179,619
Spain — 0.3%
Repsol SA ADRD		15,820			330,638
Telefonica SA ADRD		22,180			299,208
					629,846
Total Foreign Common Stocks (Cost $1,283,346)					1,253,710

	Shares		Value
PREFERRED STOCKS — 1.2%
Ally Financial, Inc.
CONV 144AD		400		$	392,862
Bank of America
Corporation CONV*		602			683,270
El Paso Energy
Capital Trust I CONVD		500			27,600
Lucent Technologies
Capital Trust I CONV		1,891			1,568,906
Total Preferred Stocks (Cost $2,102,198)					2,672,638
RIGHTS/WARRANTS — 0.0%
Charter Communications, Inc.
(Cost $48,002)		110			2,997
MONEY MARKET FUNDS — 26.6%
GuideStone Money Market
Fund (GS4 Class)¥		25,903,040			25,903,040
Northern Institutional Liquid
Assets Portfolio§		36,111,093			36,111,093
Total Money Market Funds (Cost $62,014,133)					62,014,133
TOTAL INVESTMENTS — 118.6% (Cost $255,775,294)					276,093,949
Liabilities in Excess of Other Assets — (18.6)%					(43,238,334	)
NET ASSETS — 100.0%				$	232,855,615

PORTFOLIO SUMMARY (based on net assets)

	%
Foreign Bonds		42.6
Corporate Bonds		32.0
Money Market Funds		26.6
U.S. Treasury Obligations		9.6
Mortgage-Backed Securities		4.6
Preferred Stocks		1.2
Common Stocks		1.1
Foreign Common Stocks		0.6
Municipal Bond		0.2
Purchased Options		0.1
Loan Agreements		—	**
Rights/Warrants		—	**
Forward Foreign Currency Contracts		(3.4	)
Futures Contracts		(5.1	)
		110.1

**   Rounds to less than 0.005%.

142 See Notes to Financial Statements.

GLOBAL BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value				Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs				Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Common Stocks		$	2,602,349			$	2,599,964		$	—			$	2,385
Corporate Bonds			74,567,643				—			69,876,379				4,691,264
Foreign Bonds			99,162,275				—			97,289,825				1,872,450
Foreign Common Stocks			1,253,710				1,074,091			—				179,619
Loan Agreements			82,009				—			51,646				30,363
Money Market Funds			62,014,133				62,014,133			—				—
Mortgage-Backed Securities			10,663,044				—			10,663,044				—
Municipal Bond			430,720				—			430,720				—
Preferred Stocks			2,672,638				2,279,776			—				392,862
Purchased Options			251,360				—			251,360				—
U.S. Treasury Obligations			22,391,071				—			22,391,071				—
Rights/Warrants			2,997				2,997			—				—
Total Assets - Investments in Securities		$	276,093,949			$	67,970,961		$	200,954,045			$	7,168,943
Other Financial Instruments***
Futures Contracts		$	74,491			$	74,491		$	—			$	—
Total Assets - Other Financial Instruments		$	74,491			$	74,491		$	—			$	—
Liabilities:
Other Financial Instruments***
Forward Foreign Currency Contracts		$	(1,206,112	)		$	—		$	(1,206,112	)		$	—
Total Liabilities - Other Financial Instruments		$	(1,206,112	)		$	—		$	(1,206,112	)		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

There were no transfers between Level 1 and Level 2 during the year ended December 31, 2012.

The unobservable inputs used in the fair value measurement of the reporting entity’s common stock, corporate bonds, foreign bonds, foreign common stock, loan agreement and preferred stock are values based on evaluated quotations received from dealers who make markets in such securities. Significant increases (decreases) in those evaluated quotations would result in a significantly higher (lower) fair value measurement.

See Notes to Financial Statements. 143

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

	Total Value			Common Stock			Corporate Bonds			Foreign Bonds				Foreign Common Stock			Loan Agreement			Preferred Stock			Rights/ Warrants
Balance, 12/31/11		$	147,752		$	—		$	—		$	8,252			$	130,685		$	—		$	—		$	8,815
Accrued discounts/premiums			—			—			—			—				—			—			—			—
Realized gain (loss)(1)			—			—			—			—				—			—			—			—
Change in unrealized appreciation (depreciation)(2)			130,781			—			92,313			(1,651	)			48,934			—			—			(8,815	)
Purchases			1,704,999			—			1,704,999			—				—			—			—			—
Sales			—			—			—			—				—			—			—			—
Transfers in to Level 3(3)			5,185,411			2,385			2,893,952			1,865,849				—			30,363			392,862			—
Transfers out of Level 3			—			—			—			—				—			—			—			—
Maturities			—			—			—			—				—			—			—			—
Paydowns			—			—			—			—				—			—			—			—
Balance, 12/31/12		$	7,168,943		$	2,385		$	4,691,264		$	1,872,450			$	179,619		$	30,363		$	392,862		$	—

⁽¹⁾  Realized gain (loss) from the sale of Level 3 securities can be found on the Statement of Operations in Net realized gain (loss) from investment securities.

⁽²⁾  Change in unrealized appreciation (depreciation) can be found on the Statement of Operations in Net change in unrealized appreciation (depreciation) on investment securities.

⁽³⁾  Transfers into Level 3 represent the value of securities at December 31, 2012 that were transferred from Level 1 and Level 2 to Level 3 of the fair value hierarchy as a result of the inability of the Fund to obtain a price which was determined using observable inputs.

144 See Notes to Financial Statements.

STATEMENTS OF ASSETS AND LIABILITIES December 31, 2012

	Money Market Fund		Low-Duration Bond Fund
Assets
Investments in securities of unaffiliated issuers, at value	$	1,236,905,789	$	803,395,705
Investments in repurchase agreements, at value		—		69,800,000
Investments in securities of affiliated issuers, at value		—		16,500,802
Total investments (1)(2)		1,236,905,789		889,696,507
Cash		286		1,387,121
Cash collateral for derivatives		—		495,000
Foreign currency(3)		—		511,286
Receivables:
Dividends and reclaims		—		205
Interest		308,191		3,550,076
Securities lending		—		5,147
Investment securities sold		—		31,913,071
Maturities		—		44,582
Fund shares sold		7,022,378		513,991
Variation margin on financial futures contracts		—		4,232
Unrealized appreciation on foreign currency exchange contracts		—		325,179
Unrealized appreciation on swap agreements		—		2,530,446
Prepaid expenses and other assets		44,578		26,285
Total Assets		1,244,281,222		931,003,128
Liabilities
TBA sale commitments, at value (4)		—		15,132,344
Options written at value (5)		—		473,915
Unrealized depreciation on foreign currency exchange contracts		—		1,882,225
Unrealized depreciation on swap agreements		—		196,163
Collateral held for securities on loan at value		—		37,397,181
Collateral held for derivatives		—		1,660,000
Payables:
Investment securities purchased		—		59,774,515
Fund shares redeemed		5,558,958		5,500
Variation margin on exchange traded swaps		—		419,662
Variation margin on financial futures contracts		—		2,229
Distributions		6,431		—
Securities lending		—		1,029
Accrued expenses:
Investment advisory fees		167,482		177,598
Shareholder servicing fees		66,057		136,373
Other expenses		62,772		118,977
Total Liabilities		5,861,700		117,377,711
Net Assets	$	1,238,419,522	$	813,625,417
Net Assets Consist of:
Paid-in-capital	$	1,238,406,947	$	806,924,098
Undistributed (distributions in excess of) net investment income		—		281,687
Undistributed (accumulated) net realized gain (loss) on investments, foreign currency translations and derivative transactions		12,575		115,947
Net unrealized appreciation (depreciation) on investments, foreign currency translations and derivative transactions		—		6,303,685
Net Assets	$	1,238,419,522	$	813,625,417
Net Asset Value:
$0.001 par value, unlimited shares authorized
Net assets applicable to the GS2 Class	$	106,663,742	$	135,525,869
GS2 shares outstanding		106,658,389		15,566,000
Net asset value, offering and redemption price per GS2 share	$	1.00	$	8.71
Net assets applicable to the GS4 Class	$	1,131,755,780	$	678,099,548
GS4 shares outstanding		1,131,713,911		50,173,212
Net asset value, offering and redemption price per GS4 share	$	1.00	$	13.52

(1)  Investments in securities of unaffiliated issuers, at cost	$	1,236,905,789	$	796,427,841
Investmentsin repurchase agreements, at cost		—		69,800,000
Investmentsin securities of affiliated issuers, at cost		—		16,500,802
Total investments at cost	$	1,236,905,789	$	882,728,643
(2)  Includes securities loaned of:	$	—	$	36,327,987
(3)  Foreign currency at cost	$	—	$	513,319
(4)  TBA sale commitments at cost	$	—	$	15,115,625
(5)  Premiums received on options written	$	—	$	586,250

See Notes to Financial Statements. 145

Medium-Duration Bond Fund			Extended-Duration Bond Fund			Inflation Protected Bond Fund		Global Bond Fund
$	910,147,483		$	483,115,312		$	173,665,106	$	250,190,909
	67,200,000			—			—		—
	74,103,756			17,748,920			22,757,052		25,903,040
	1,051,451,239			500,864,232			196,422,158		276,093,949
	958,499			16,310			—		129,378
	884,966			—			—		500,000
	1,083,700			—			—		580,733
	623			145			153		19,602
	4,910,861			5,272,291			787,698		2,991,896
	6,382			4,184			—		6,528
	69,611,968			—			518,039		232,864
	447			—			—		—
	74,320			103,979			104,265		93,484
	60,828			—			71,547		32,328
	677,386			—			—		189,231
	3,967,359			—			—		—
	25,059			17,543			11,907		18,994
	1,133,713,637			506,278,684			197,915,767		280,888,987
	10,568,750			—			—		—
	567,726			—			—		—
	2,223,195			—			—		1,395,343
	756,063			—			—		—
	51,587,361			34,681,684			—		36,111,093
	1,585,000			—			—		—
	192,770,932			—			—		10,324,444
	210,353			300,708			24,552		11,338
	362,243			—			—		—
	51,574			—			—		—
	—			—			—		—
	1,277			837			—		1,305
	236,793			178,512			48,846		84,033
	125,740			78,281			40,061		46,847
	156,121			65,507			40,012		58,969
	261,203,128			35,305,529			153,471		48,033,372
$	872,510,509		$	470,973,155		$	197,762,296	$	232,855,615
$	844,713,156		$	401,055,442		$	184,697,103	$	224,649,832
	785,897			(661	)		11,998		(192,456	)
	(661,707	)		2,801,138			748,794		(10,818,906	)
	27,673,163			67,117,236			12,304,401		19,217,145
$	872,510,509		$	470,973,155		$	197,762,296	$	232,855,615
$	251,565,379		$	86,267,776			N/A		N/A
	34,388,646			13,568,009			N/A		N/A
$	7.32		$	6.36			N/A		N/A
$	620,945,130		$	384,705,379		$	197,762,296	$	232,855,615
	42,306,572			20,703,990			17,574,725		22,441,410
$	14.68		$	18.58		$	11.25	$	10.38
$	883,454,877		$	416,004,216		$	161,487,290	$	229,872,254
	67,200,000			—			—		—
	74,103,756			17,748,920			22,757,052		25,903,040
$	1,024,758,633		$	433,753,136		$	184,244,342	$	255,775,294
$	50,308,882		$	33,706,223		$	—	$	35,007,811
$	1,079,933		$	—		$	—	$	579,184
$	10,529,531		$	—		$	—	$	—
$	702,140		$	—		$	—	$	—

146 See Notes to Financial Statements.

STATEMENTS OF OPERATIONS For the Year Ended December 31, 2012

	Money Market Fund			Low-Duration Bond Fund
Investment Income
Dividends	$	—		$	—
Income distributions received from affiliated funds		—			3,135
Interest		3,647,682			15,948,235
Securities lending		2,239			70,602
Less foreign taxes withheld		—			—
Total Investment Income		3,649,921			16,021,972
Expenses
Investment advisory fees		2,008,874			2,647,608
Transfer agent fees:
GS2 shares		4,128			4,155
GS4 shares		41,877			27,528
Custodian fees		28,705			103,676
Shareholder servicing fees:
GS4 shares		2,845,771			1,575,347
Accounting and administration fees		271,549			273,789
Professional fees		48,019			73,217
Blue sky fees:
GS2 shares		4,654			3,686
GS4 shares		35,706			17,575
Shareholder reporting fees:
GS2 shares		830			766
GS4 shares		44,440			18,609
Trustee expenses		14,899			9,507
Line of credit facility fees		14,610			8,772
Other expenses		40,935			47,137
Total expenses		5,404,997			4,811,372
Expenses waived/reimbursed net of amount recaptured(1)		(1,981,302	)		(620,273	)
Net expenses		3,423,695			4,191,099
Net Investment Income		226,226			11,830,873
Realized and Unrealized Gain (Loss)
Net realized gain (loss) from:
Investment securities		43,215			3,176,951
Investment securities sold short		—			(406,553	)
Futures transactions		—			(397,974	)
Swap agreements		—			233,263
Option contracts written		—			103,021
Option contracts purchased		—			(88,529	)
Foreign currency transactions		—			(1,358,375	)
Net realized gain (loss)		43,215			1,261,804
Net change in unrealized appreciation (depreciation) on:
Investment securities		—			21,298,074
Investment securities sold short		—			135,937
Futures		—			71,844
Swap agreements		—			(566,573	)
Option contracts written		—			79,735
Option contracts purchased		—			(7,689	)
Foreign currency translation		—			(2,451,556	)
Net change in unrealized appreciation (depreciation)		—			18,559,772
Net Realized and Unrealized Gain		43,215			19,821,576
Net Increase in Net Assets Resulting from Operations	$	269,441		$	31,652,449

⁽¹⁾ See Note 3a and 3c in Notes to Financial Statements.

See Notes to Financial Statements. 147

Medium-Duration Bond Fund			Extended-Duration Bond Fund			Inflation Protected Bond Fund			Global Bond Fund
$	192,126		$	20,096		$	—		$	355,012
	9,099			1,154			1,117			2,648
	25,197,963			23,026,447			4,385,134			9,881,969
	80,506			43,123			4,340			76,224
	—			—			—			(7,999	)
	25,479,694			23,090,820			4,390,591			10,307,854
	3,805,863			2,071,683			563,263			921,054
	4,145			4,057			—			—
	29,141			28,891			23,169			19,995
	202,305			24,713			24,503			44,018
	1,604,023			871,432			428,886			472,466
	362,063			130,835			43,671			109,044
	73,137			59,320			50,691			61,264
	3,704			3,641			—			—
	17,092			16,048			25,433			16,459
	747			529			—			—
	21,504			21,297			11,490			5,453
	10,908			5,880			3,079			3,270
	10,306			4,890			1,962			2,089
	108,446			15,486			9,329			30,675
	6,253,384			3,258,702			1,185,476			1,685,787
	(904,834	)		(109,541	)		(26,120	)		(61,681	)
	5,348,550			3,149,161			1,159,356			1,624,106
	20,131,144			19,941,659			3,231,235			8,683,748
	16,787,134			15,673,759			4,838,723			2,606,267
	(451,934	)		—			—			—
	62,384			—			230,578			(195,251	)
	706,268			—			—			—
	290,292			—			—			—
	(230,457	)		—			—			(688	)
	262,902			(48,780	)		—			733,757
	17,426,589			15,624,979			5,069,301			3,144,085
	29,808,206			26,213,310			1,796,164			12,595,248
	20,390			—			—			—
	(111,957	)		—			160,016			65,464
	1,391,357			—			—			—
	86,340			—			—			—
	(34,152	)		—			—			163,111
	(979,781	)		21,277			3,181			(1,924,559	)
	30,180,403			26,234,587			1,959,361			10,899,264
	47,606,992			41,859,566			7,028,662			14,043,349
$	67,738,136		$	61,801,225		$	10,259,897		$	22,727,097

148 See Notes to Financial Statements.

STATEMENTS OF CHANGES IN NET ASSETS

	Money Market Fund
	For the Year Ended
	12/31/12			12/31/11
Operations:
Net investment income	$	226,226		$	236,938
Net realized gain on investment securities, foreign currency transactions and derivative transactions		43,215			6,991
Net change in unrealized appreciation (depreciation) on investment securities, foreign currency translations and derivative transactions		—			—
Net increase in net assets resulting from operations		269,441			243,929
Dividends and Distributions to Shareholders:
Dividends from net investment income
GS2 shares		(107,325	)		(112,938	)
GS4 shares		(118,901	)		(124,000	)
Distributions from net realized capital gains
GS2 shares		(2,502	)		(1,243	)
GS4 shares		(28,176	)		(12,969	)
Total dividends and distributions		(256,904	)		(251,150	)
Capital Share Transactions:
Proceeds from shares sold
GS2 shares		83,682,824			154,616,809
GS4 shares		3,411,426,687			3,912,748,853
Reinvestment of dividends and distributions
GS2 shares		96,490			100,970
GS4 shares		73,574			61,686
Total proceeds from shares sold and reinvested		3,495,279,575			4,067,528,318
Value of shares redeemed
GS2 shares		(93,414,476	)		(157,730,463	)
GS4 shares		(3,441,385,826	)		(3,931,314,442	)
Total value of shares redeemed		(3,534,800,302	)		(4,089,044,905	)
Net increase (decrease) from capital share transactions(1)		(39,520,727	)		(21,516,587	)
Total increase (decrease) in net assets		(39,508,190	)		(21,523,808	)
Net Assets:
Beginning of Year		1,277,927,712			1,299,451,520
End of Year*	$	1,238,419,522		$	1,277,927,712
*Including undistributed (distributions in excess of) net investment income	$	—		$	38

⁽¹⁾   See Note 6 in Notes to Financial Statements.

See Notes to Financial Statements. 149

Low-Duration Bond Fund					Medium-Duration Bond Fund
For the Year Ended					For the Year Ended
12/31/12		12/31/11			12/31/12			12/31/11
$	11,830,873	$	12,392,085		$	20,131,144		$	23,025,976
	1,261,804		5,973,137			17,426,589			18,058,795
	18,559,772		(6,790,004	)		30,180,403			14,043,152
	31,652,449		11,575,218			67,738,136			55,127,923
	(3,309,118)		(3,504,911	)		(9,108,772	)		(11,027,359	)
	(9,695,948)		(9,679,718	)		(11,859,266	)		(14,780,466	)
	(380,466)		(435,539	)		(6,691,198	)		(4,078,282	)
	(1,245,870)		(1,363,124	)		(8,571,353	)		(5,778,384	)
	(14,631,402)		(14,983,292	)		(36,230,589	)		(35,664,491	)
	15,089,463		16,099,588			25,136,437			21,121,078
	136,297,000		78,836,387			67,278,339			64,360,174
	3,678,833		3,936,833			15,787,476			15,099,539
	10,939,056		11,038,772			20,426,709			20,555,211
	166,004,352		109,911,580			128,628,961			121,136,002
	(7,405,946)		(24,039,673	)		(19,481,717	)		(44,591,542	)
	(106,169,179)		(46,883,049	)		(132,385,936	)		(82,217,273	)
	(113,575,125)		(70,922,722	)		(151,867,653	)		(126,808,815	)
	52,429,227		38,988,858			(23,238,692	)		(5,672,813	)
	69,450,274		35,580,784			8,268,855			13,790,619
	744,175,143		708,594,359			864,241,654			850,451,035
$	813,625,417	$	744,175,143		$	872,510,509		$	864,241,654
$	281,687	$	1,213,905		$	785,897		$	(1,003,403	)

150 See Notes to Financial Statements.

STATEMENTS OF CHANGES IN NET ASSETS

	Extended-Duration Bond Fund
	For the Year Ended
	12/31/12			12/31/11
Operations:
Net investment income	$	19,941,659		$	20,862,046
Net realized gain (loss) on investment securities, foreign currency transactions and derivative transactions		15,624,979			16,889,053
Net change in unrealized appreciation on investment securities, foreign currency translations and derivative transactions		26,234,587			11,984,957
Net increase in net assets resulting from operations		61,801,225			49,736,056
Dividends and Distributions to Shareholders:
Dividends from net investment income
GS2 shares		(7,919,753	)		(7,964,758	)
GS4 shares		(12,163,609	)		(13,885,510	)
Distributions from net realized capital gains
GS2 shares		(5,298,065	)		(6,179,790	)
GS4 shares		(8,532,365	)		(10,868,828	)
Total dividends and distributions		(33,913,792	)		(38,898,886	)
Capital Share Transactions:
Proceeds from shares sold
GS2 shares		11,430,897			9,682,470
GS4 shares		63,160,350			58,099,153
Reinvestment of dividends and distributions
GS2 shares		13,205,389			14,128,478
GS4 shares		20,684,630			24,748,569
Total proceeds from shares sold and reinvested		108,481,266			106,658,670
Value of shares redeemed
GS2 shares		(11,242,800	)		(17,170,249	)
GS4 shares		(59,622,352	)		(105,356,290	)
Total value of shares redeemed		(70,865,152	)		(122,526,539	)
Net increase (decrease) from capital share transactions(1)		37,616,114			(15,867,869	)
Total increase (decrease) in net assets		65,503,547			(5,030,699	)
Beginning of Period
Beginning of Year		405,469,608			410,500,307
End of Year*	$	470,973,155		$	405,469,608
*Including undistributed (distributions in excess of) net investment income	$	(661	)	$	106,406

⁽¹⁾ See Note 6 in Notes to Financial Statements.

See Notes to Financial Statements. 151

Inflation Protected Bond Fund					Global Bond Fund
For the Year Ended					For the Year Ended
12/31/12		12/31/11			12/31/12			12/31/11
$	3,231,235	$	3,531,837		$	8,683,748		$	8,725,553
	5,069,301		3,591,541			3,144,085			(2,617,065	)
	1,959,361		7,829,782			10,899,264			999,234
	10,259,897		14,953,160			22,727,097			7,107,722
	—		—			—			—
	(3,186,492)		(3,711,792	)		(10,523,011	)		(8,997,511	)
	—		—			—			—
	(6,129,916)		(2,460,477	)		—			—
	(9,316,408)		(6,172,269	)		(10,523,011	)		(8,997,511	)
	—		—			—			—
	52,030,483		75,023,418			51,652,945			31,454,693
	—		—			—			—
	9,312,059		6,171,549			10,522,963			8,996,898
	61,342,542		81,194,967			62,175,908			40,451,591
	—		—			—			—
	(27,679,464)		(34,645,081	)		(11,691,609	)		(29,464,225	)
	(27,679,464)		(34,645,081	)		(11,691,609	)		(29,464,225	)
	33,663,078		46,549,886			50,484,299			10,987,366
	34,606,567		55,330,777			62,688,385			9,097,577
	163,155,729		107,824,952			170,167,230			161,069,653
$	197,762,296	$	163,155,729		$	232,855,615		$	170,167,230
$	11,998	$	(33,249	)	$	(192,456	)	$	453,534

152 See Notes to Financial Statements.

FINANCIAL HIGHLIGHTS

For a Share Outstanding For the Years Ending December 31, unless otherwise indicated																						Ratios to Average Net Assets
	Net Asset Value, Beginning of Year		Net Investment Income			Realized and Unrealized Gain (Loss) on Investments			Dividends from Net Investment Income			Distributions from Net Realized Capital Gains			Net Asset Value, End of Year		Total Return			Net Assets, End of Year (000)		Expenses, Net			Expenses, Gross(1)			Investment Income, Net(2)			Portfolio Turnover Rate
Money Market Fund
GS2 Class
2012		$  1.00		$  —	†#		$     —	†		$    —	†		$     —	†		$  1.00		0.10	%		$106,664		0.18	%		0.20	%		0.10	%		N/A
2011		1.00		—	†#		—	†		—	†		—	†		1.00		0.10			116,298		0.18			0.19			0.09			N/A
2010		1.00		—	†		—	†		—	†		—	†		1.00		0.18			119,311		0.17			0.18			0.17			N/A
2009		1.00		—	†		—	†		—	†		—	†		1.00		0.47			133,323		0.23(3	)		0.23(3	)		0.49			N/A
2008		1.00		0.03			—	†		(0.03	)		—			1.00		2.95			171,739		0.20			0.20			2.86			N/A
GS4 Class
2012		$  1.00		$  —	†#		$    —	†		$    —	†		$     —	†		$  1.00		0.01	%		$1,131,756		0.27	%		0.44	%		0.01	%		N/A
2011		1.00		—	†#		—	†		—	†		—	†		1.00		0.01			1,161,630		0.27			0.42			0.01			N/A
2010		1.00		—	†		—	†		—	†		—	†		1.00		0.02			1,180,141		0.33			0.37			0.01			N/A
2009		1.00		—	†		—	†		—	†		—	†		1.00		0.29			1,064,934		0.41(3	)		0.43(3	)		0.28			N/A
2008		1.00		0.03			—	†		(0.03	)		—			1.00		2.75			970,146		0.40(3	)		0.40(3	)		2.72			N/A
Low-Duration Bond Fund
GS2 Class
2012		$  8.59		$0.15	#		$0.22(4	)		$(0.22	)		$(0.03	)		$  8.71		4.35	%		$135,526		0.36	%		0.41	%		1.68	%		228	%
2011		8.70		0.16	#		(0.01	)(4)		(0.23	)		(0.03	)		8.59		1.77			122,462		0.36			0.42			1.84			221
2010		8.70		0.20	#		0.17			(0.28	)		(0.09	)		8.70		4.35			128,143		0.36			0.41			2.27			257
2009		8.11		0.29	#		0.69			(0.39	)		—			8.70		12.29			115,741		0.36			0.42			3.47			322
2008		8.90		0.36	#		(0.60	)		(0.55	)		—			8.11		(2.76	)		105,223		0.36			0.41			4.19			427
GS4 Class
2012		$13.20		$0.20	#		$0.35(4	)		$(0.20	)		$(0.03	)		$13.52		4.15	%		$678,099		0.57	%		0.65	%		1.47	%		228	%
2011		13.23		0.22	#		(0.01	)(4)		(0.21	)		(0.03	)		13.20		1.58			621,713		0.55			0.65			1.64			221
2010		13.04		0.28	#		0.26			(0.26	)		(0.09	)		13.23		4.20			580,452		0.52			0.61			2.11			257
2009		11.99		0.42	#		1.00			(0.37	)		—			13.04		11.97			569,316		0.52			0.62			3.30			322
2008		12.88		0.51	#		(0.87	)		(0.53	)		—			11.99		(2.84	)		515,996		0.52			0.61			4.03			427

  † Amount represents less than $0.005 per share.

  # Calculated using the average shares outstanding method.

(1) The ratio excludes expenses waived/reimbursed net of amount recaptured.

(2) The ratio includes expenses waived (reimbursed net of amount recaptured) and fees paid indirectly, where applicable; if expenses waived (reimbursed net of amount recaptured) and fees paid indirectly were excluded, the ratio would have been lower (higher) than the ratio shown.

(3) The Money Market Fund participated in the U.S. Department of the Treasury (the “Treasury”) Temporary Guarantee Program for Money Market Funds (the “Program”). The Fund bore the expense of its participation in the Program without regard to any expense limitation in effect. The Program expired on September 18, 2009.

(4) Amount includes Capital Gains distributions received by the Fund from the GuideStone Money Market Fund. The amount of these distributions represents less than $0.005 per share.

See Notes to Financial Statements. 153

For a Share Outstanding For the Years Ending December 31, unless otherwise indicated																								Ratios to Average Net Assets
	Net Asset Value, Beginning of Year		Net Investment Income			Realized and Unrealized Gain (Loss) on Investments			Dividends from Net Investment Income			Distribu- tions from Net Realized Capital Gains			Excess Distribution/ Return of Capital		Net Asset Value, End of Year		Total Return			Net Assets, End of Year (000)		Expenses, Net			Expenses, Gross(1)			Invest- ment Income, Net(2)			Portfolio Turnover Rate
Medium-Duration Bond Fund
GS2 Class
2012	$	7.24	$	0.17	#	$	0.39(3	)	$	(0.28	)	$	(0.20	)	$	—	$	7.32		7.93	%	$	251,565		0.48	%		0.51	%		2.32	%		570	%
2011		7.25		0.20	#		0.27(3	)		(0.35	)		(0.13	)		—		7.24		6.56			228,024		0.48			0.52			2.76			609
2010		7.47		0.25	#		0.40			(0.41	)		(0.46	)		—		7.25		8.86			236,369		0.48			0.49			3.21			487
2009		7.13		0.31	#		0.85			(0.51	)		(0.31	)		—		7.47		17.07			139,917		0.48			0.51			4.17			427
2008		8.42		0.40	#		(0.72	)		(0.65	)		(0.32	)		—		7.13		(3.88	)		112,240		0.47			0.48			5.07			566
GS4 Class
2012	$	14.07	$	0.32	#	$	0.75(3	)	$	(0.26	)	$	(0.20	)	$	—	$	14.68		7.68	%	$	620,945		0.63	%		0.75	%		2.18	%		570	%
2011		13.65		0.37	#		0.51(3	)		(0.33	)		(0.13	)		—		14.07		6.49			636,218		0.61			0.75			2.62			609
2010		13.36		0.43	#		0.71			(0.39	)		(0.46	)		—		13.65		8.65			614,082		0.58			0.68			3.11			487
2009		12.16		0.53	#		1.48			(0.50	)		(0.31	)		—		13.36		16.97			868,800		0.58			0.70			4.08			427
2008		13.64		0.65	#		(1.18	)		(0.63	)		(0.32	)		—		12.16		(3.89	)		738,610		0.58			0.67			4.96			566
Extended-Duration Bond Fund
GS2 Class
2012	$	6.48	$	0.31	#	$	0.64(3	)	$	(0.65	)	$	(0.42	)	$	—	$	6.36		15.41	%	$	86,268		0.52	%		0.53	%		4.68	%		27	%
2011		6.93		0.37	#		0.49(3	)		(0.74	)		(0.57	)		—		6.48		13.33			74,591		0.54			0.55			5.32			41
2010		7.01		0.40	#		0.43			(0.80	)		(0.11	)		—		6.93		12.25			72,741		0.53			0.53			5.60			39
2009		6.31		0.44	#		1.04			(0.76	)		(0.02	)		—		7.01		25.27			67,699		0.53			0.53			6.78			41
2008		7.95		0.47	#		(1.11	)		(0.85	)		(0.15	)		—		6.31		(8.12	)		64,834		0.52			0.52			6.66			40
GS4 Class
2012	$	17.08	$	0.81	#	$	1.72(3	)	$	(0.61	)	$	(0.42	)	$	—	$	18.58		15.06	%	$	384,705		0.75	%		0.78	%		4.45	%		27	%
2011		16.28		0.86	#		1.22(3	)		(0.71	)		(0.57	)		—		17.08		13.14			330,879		0.73			0.78			5.13			41
2010		15.34		0.88	#		0.94			(0.77	)		(0.11	)		—		16.28		12.05			337,760		0.69			0.72			5.43			39
2009		12.97		0.91	#		2.22			(0.74	)		(0.02	)		—		15.34		24.97			392,962		0.69			0.73			6.60			41
2008		15.20		0.90	#		(2.15	)		(0.83	)		(0.15	)		—		12.97		(8.28	)		357,073		0.69			0.71			6.45			40
Inflation Protected Bond Fund
GS4 Class
2012	$	11.16	$	0.21	#	$	0.46(3	)	$	(0.20	)	$	(0.38	)	$	—	$	11.25		6.06	%	$	197,762		0.65	%		0.66	%		1.80	%		94	%
2011		10.43		0.29	#		0.94(3	)		(0.31	)		(0.19	)		—		11.16		12.00			163,156		0.66			0.68			2.65			114
2010		10.32		0.20	#		0.40			(0.21	)		(0.28	)		—		10.43		5.82			107,825		0.65			0.66			1.90			113
2009(4)		10.00		0.19	#		0.32			(0.18	)		(0.01	)		—		10.32		5.12			87,994		0.67			0.70			3.53			55
Global Bond Fund
GS4 Class
2012	$	9.73	$	0.45	#	$	0.74(3	)	$	(0.54	)	$	—		$	—	$	10.38		12.52	%	$	232,856		0.83	%		0.86	%		4.41	%		64	%
2011		9.83		0.51	#		(0.09	)(3)		(0.52	)		—			—		9.73		4.35			170,167		0.86			0.88			5.09			68
2010		9.36		0.52	#		0.51			(0.56	)		—			—		9.83		11.29			161,070		0.79			0.81			5.40			40
2009		7.34		0.56	#		2.07			(0.61	)		—			—		9.36		37.35			221,555		0.79			0.81			6.81			96
2008		10.14		0.64	#		(2.59	)		(0.75	)		(0.10	)		—		7.34		(20.28	)		167,465		0.78			0.80			7.20			176

  # Calculated using the average shares outstanding method.

(1) The ratio excludes expenses waived/reimbursed net of amount recaptured.

(2) The ratio includes expenses waived (reimbursed net of amount recaptured) and fees paid indirectly, where applicable; if expenses waived (reimbursed net of amount recaptured) and fees paid indirectly were excluded, the ratio would have been lower (higher) than the ratio shown.

(3) Amount includes Capital Gains distributions received by the Fund from the GuideStone Money Market Fund. The amount of these distributions represents less than $0.005 per share.

(4) Inception date was June 26, 2009. All ratios for the period have been annualized. Total return and portfolio turnover for the period have not been annualized.

154 See Notes to Financial Statements.

Defensive Market Strategies Fund

The Defensive Market Strategies Fund combined multiple strategies that in aggregate seek to provide long-term capital appreciation with reduced volatility compared to the equity markets.

The Fund met its investment objective during 2012, one in which equity markets climbed the infamous “wall of worry” and provided solid performance results in the face of daunting macroeconomic and fiscal policy concerns. The Fund’s benchmark index, the S&P 500^® Index, posted a return of 16.00% for the year as compared to the Fund’s 8.57% return net of fees. The lower capital appreciation of the Fund, relative to that of the S&P 500^® Index, was mostly a reflection of the materially lower market sensitivity of the Fund compared to the S&P 500^® Index.

The Fund provided lower sensitivity to market movements, thus reducing Fund volatility and helping ensure that the Fund experienced less significant drawdowns during market sell-offs. The Fund provided significant protection during the three negative months for large-cap equities, outperforming the S&P 500^® Index by 5.00% when comparing performance over the months of April, May and October when the S&P 500^® Index fell in value by 8.32%. Due to the Fund’s defensive posture, the Fund had been expected to participate to a lesser degree in strong market rallies. This was the case in the first and third quarters of the year, when the market generated outsized returns (S&P 500^® Index was up 12.59% and 6.35%, respectively during these quarters), and the Fund posted a return of almost 9% in total during those two quarters.

All of the underlying investment strategies underperformed the S&P 500^® Index for the year, which should generally characterize performance of the portfolio in very strong up years for equities like the one experienced in 2012. The largest laggard to performance was the equity long/short investment strategy, whose conservative positioning, characterized by low net market exposure, along with poor security selection within its long equity positioning led to muted investment performance for the year. The Fund’s strategic exposure to convertible bonds also lagged the market during the year, despite a strong fourth quarter rally in convertibles that brought performance up into the low-double digits. The two best performing strategies were the higher yielding and defensively postured long-only equity strategies, although their performance lagged the returns of the S&P 500^® Index as an emphasis on quality versus higher beta detracted from relative results.

In terms of the underlying dynamics of equity market performance, companies with lower quality and higher price-to-earnings characteristics generally outperformed during the year. This factor contributed negatively to the relative performance of the Fund, which generally emphasized quality and stability themes for most of its long-only equity exposure. From a sector perspective, poor security selection within the two best performing sectors of the year, financial services and consumer discretionary, detracted most from relative performance.

Some of the strategies utilized derivative instruments during the year. Currency forwards were utilized in an effort to hedge foreign currency risk associated with non-U.S. dollar investments. Overall, these positions had a marginally positive contribution to benchmark relative performance. In addition, some call and put options were utilized (all options being fully covered), to reduce the risk associated with long-only equity positions. These positions contributed negatively, although marginally, to the Fund’s performance.

This Fund may be suitable for investors who have a medium - to long-term investment horizon, possess a moderate tolerance for risk and seek to participate in the return potential of stocks at a slightly lower risk level than an all stock portfolio. Convertible securities valuations generally are more closely aligned with a company’s bonds than common stock. This Fund is subject to interest rate risk. Meaning, when interest rates rise, the value of the existing bonds decrease and vice versa. Foreign securities may be subject to greater risk than domestic securities due to currency volatility, reduced market liquidity and political and economic instability. To the extent that the investment adviser misjudges current market conditions, the Fund’s volatility may be amplified by its use of short sales and derivatives and by its ability to select sub-advisers to allocate assets. Short sales by a fund theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. Leverage may increase the risk of loss and cause fluctuations in the market value of the Fund’s portfolio to have disproportionately large effects or cause the net asset value of the Fund to generally decline faster than it would otherwise.

Please see page 166 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

155

Defensive Market Strategies Fund

Average Annual Total Returns as of 12/31/12
	GS2 Class*	GS4 Class*	Benchmark**
One Year	8.93%	8.57%	16.00%
Since Inception	8.62%	8.28%	15.08%
Inception Date	09/01/11	09/01/11
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	1.11%	1.35%

⁽¹⁾ Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph compares the results of a hypothetical $10,000 investment in the GS4 Class of the Fund since September 1, 2011 (commencement of operations), with all dividends and capital gains reinvested, with the S&P 500^® Index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**The S&P 500^® Index is an unmanaged index (with no defined investment objective) of common stocks, includes reinvestment of dividends, and is a registered trademark of McGraw-Hill Co., Inc. The S&P 500^® Index includes 500 of the largest stocks (in terms of market value) in the United States.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

156

DEFENSIVE MARKET STRATEGIES FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Shares		Value
COMMON STOCKS — 53.9%
Consumer Discretionary — 5.8%
Advance Auto Parts, Inc.		1,000		$	72,350
Aeropostale, Inc.D*		6,260			81,443
Amazon.com, Inc.*		3,900			979,446
American Eagle Outfitters, Inc.		8,900			182,539
Apollo Group, Inc. Class A*		16,230			339,532
AutoZone, Inc.D*		2,230			790,379
Bed Bath & Beyond, Inc.*		1,900			106,229
Best Buy Co., Inc.		15,940			188,889
Big Lots, Inc.*		4,400			125,224
Buckle, Inc. (The)		300			13,392
CBS Corporation Class B		19,910			757,576
Children’s Place Retail Stores, Inc. (The)*		2,470			109,396
Chipotle Mexican Grill, Inc.*		700			208,222
Coldwater Creek, Inc.D*		23,990			115,392
Costco Wholesale Corporation		12,800			1,264,256
Dollar Tree, Inc.*		14,600			592,176
eBay, Inc.*		24,570			1,253,561
Estee Lauder Cos., Inc. (The) Class A		10,257			613,984
Expedia, Inc.D		2,150			132,117
Family Dollar Stores, Inc.		6,000			380,460
Ford Motor Co.D		71,510			926,054
Fortune Brands Home & Security, Inc.*		9,350			273,207
Francesca’s Holdings CorporationD*		1,930			50,103
Genuine Parts Co.		1,400			89,012
Hanesbrands, Inc.D*		6,890			246,800
Harley-Davidson, Inc.		8,060			393,650
Hasbro, Inc.D		3,600			129,240
Home Depot, Inc. (The)		13,070			808,379
ITT Educational Services, Inc.D*		700			12,117
Kohl’s Corporation		3,800			163,324
Lamar Advertising Co.D*		12,060			467,325
Lennar Corporation Class AD		13,260			512,764
Liberty Global, Inc. Class A*		6,010			378,570
M/I Homes, Inc.D*		2,410			63,865
Marriott International, Inc. Class A		3,430			127,836
McDonald’s Corporation		14,200			1,252,582
McGraw-Hill Cos., Inc. (The)		5,600			306,152
NIKE, Inc. Class B		1,600			82,560
O’Reilly Automotive, Inc.*		1,600			143,072
Panera Bread Co. Class A*		2,900			460,607
Penske Automotive Group, Inc.D*		8,370			251,853
PetSmart, Inc.		6,700			457,878
PulteGroup, Inc.*		6,180			112,229
Ross Stores, Inc.		1,900			102,885
Scripps Networks Interactive, Inc. Class A		900			52,128
Shutterfly, Inc.D*		4,280			127,844
Shutterstock, Inc.*		2,880			74,880
Stamps.com, Inc.D*		10,190			256,788
Standard Pacific CorporationD*		50,280			369,558
Starbucks Corporation		15,580			835,400
Starwood Hotels & Resorts Worldwide, Inc.		6,600			378,576
Target Corporation		11,000			650,870
Tempur-Pedic International, Inc.*		10,280			323,717

	Shares		Value
Time Warner, Inc.		1,300		$	62,179
TJX Cos., Inc.		4,400			186,780
Tupperware Brands Corporation		2,400			153,840
Urban Outfitters, Inc.*		11,710			460,906
Vera Bradley, Inc.D*		12,870			323,037
VF Corporation		840			126,815
Wal-Mart Stores, Inc.		29,500			2,012,785
Weight Watchers International, Inc.D		1,740			91,106
Yum! Brands, Inc.		7,400			491,360
					23,097,196
Consumer Staples — 6.0%
B&G Foods, Inc.D		20,310			574,976
Campbell Soup Co.D		7,500			261,675
Church & Dwight Co., Inc.D		23,160			1,240,681
Clorox Co. (The)		6,900			505,218
Coca-Cola Co. (The)		19,000			688,750
Colgate-Palmolive Co.		11,900			1,244,026
ConAgra Foods, Inc.		2,100			61,950
CVS Caremark Corporation		7,200			348,120
Dr. Pepper Snapple Group, Inc.		7,300			322,514
General Mills, Inc.D		12,300			497,043
GNC Holdings, Inc. Class A		26,450			880,256
H.J. Heinz Co.D		11,000			634,480
Hershey Co. (The)		16,190			1,169,242
Hormel Foods CorporationD		6,800			212,228
Kellogg Co.		10,000			558,500
Kimberly-Clark Corporation		14,500			1,224,235
Kraft Foods Group, Inc.		45,200			2,055,244
Kroger Co. (The)		36,700			954,934
McCormick & Co., Inc. (Non-Voting Shares)D		11,700			743,301
PepsiCo, Inc.		18,160			1,242,689
Procter & Gamble Co. (The)		87,000			5,906,430
Sysco CorporationD		37,900			1,199,914
Walgreen Co.		17,900			662,479
Whole Foods Market, Inc.		10,450			954,398
					24,143,283
Energy — 3.8%
Anadarko Petroleum Corporation		5,920			439,915
Cabot Oil & Gas Corporation		7,440			370,066
Cameron International Corporation*		3,410			192,528
CARBO Ceramics, Inc.D		1,200			94,008
Chevron Corporation		22,600			2,443,964
Cobalt International Energy, Inc.D*		18,480			453,869
Comstock Resources, Inc.D*		7,290			110,298
Concho Resources, Inc.D*		7,690			619,506
Delek US Holdings, Inc.D		9,550			241,806
EOG Resources, Inc.		1,330			160,651
EQT Corporation		6,400			377,472
Exxon Mobil Corporation		55,400			4,794,870
Gulfport Energy CorporationD*		3,760			143,707
Halcon Resources Corporation*		1			7
Hess Corporation		8,330			441,157
Kodiak Oil & Gas CorporationD*		57,260			506,751
LinnCo LLCD		5,120			185,037
Marathon Oil Corporation		17,130			525,206
Occidental Petroleum Corporation		8,200			628,202

See Notes to Financial Statements. 157

	Shares		Value
PBF Energy, Inc.*		11,050		$	321,002
Phillips 66		6,680			354,708
Pioneer Natural Resources Co.		1,730			184,401
Rex Energy CorporationD*		5,500			71,610
Schlumberger, Ltd.		4,330			300,026
SemGroup Corporation Class AD*		5,800			226,664
Spectra Energy CorporationD		10,900			298,442
Stone Energy CorporationD*		15,820			324,626
Williams Cos., Inc. (The)		9,877			323,373
					15,133,872
Financial Services — 9.7%
Affiliated Managers Group, Inc.*		4,810			626,022
Allstate Corporation (The)		10,770			432,631
American Campus Communities, Inc. REIT		2,590			119,477
American Tower Corporation REIT		700			54,089
Annaly Capital Management, Inc. REITD		16,590			232,924
Bank of Hawaii CorporationD		17,300			762,065
Bank of the Ozarks, Inc.D		7,130			238,641
Brown & Brown, Inc.		15,770			401,504
Camden Property Trust REIT		3,630			247,602
Capitol Federal Financial, Inc.		168,900			1,974,441
Cardinal Financial Corporation		7,380			120,073
Cardtronics, Inc.*		22,550			535,337
Chubb Corporation (The)		48,260			3,634,943
Citigroup, Inc.		10,080			398,765
City National CorporationD		2,900			143,608
Comerica, Inc.		14,800			449,032
Commerce Bancshares, Inc.D		67,395			2,362,869
Cullen/Frost Bankers, Inc.D		18,100			982,287
Dun & Bradstreet Corporation (The)D		3,600			283,140
Education Realty Trust, Inc. REIT		33,510			356,546
Equifax, Inc.		10,240			554,189
EverBank Financial Corporation		11,860			176,833
Factset Research Systems, Inc.D		5,400			475,524
Fidelity National Financial, Inc. Class A		6,390			150,485
Fidelity National Information Services, Inc.		11,370			395,790
First Niagara Financial Group, Inc.		1,300			10,309
Fiserv, Inc.D*		300			23,709
Fortegra Financial CorporationD*		28,380			252,298
Goldman Sachs Group, Inc. (The)		2,500			318,900
Hanover Insurance Group, Inc.		4,760			184,402
Heritage Oaks BancorpD*		16,240			94,192
Hersha Hospitality Trust REIT		21,210			106,050
Host Hotels & Resorts, Inc. REITD		14,450			226,432
Intercontinental Exchange, Inc.D*		4,040			500,192
JPMorgan Chase & Co.		53,456			2,350,460
KeyCorp		118,200			995,244
M&T Bank CorporationD		5,900			580,973
Marsh & McLennan Cos., Inc.		79,300			2,733,471
Mastercard, Inc. Class A		900			442,152

	Shares		Value
MetroCorp Bancshares, Inc.D*		16,710		$	183,643
New York Community Bancorp, Inc.D		31,500			412,650
Northern Trust Corporation		75,600			3,792,096
Ocwen Financial Corporation*		23,180			801,796
OmniAmerican Bancorp, Inc.D*		5,880			136,004
People’s United Financial, Inc.D		91,700			1,108,653
PNC Financial Services Group, Inc.		13,300			775,523
ProAssurance Corporation		16,560			698,666
Progressive Corporation (The)D		4,800			101,280
Raymond James Financial, Inc.		8,630			332,514
Signature BankD*		4,970			354,560
Silver Bay Realty Trust Corporation REIT*		7,440			140,095
Simon Property Group, Inc. REIT		3,340			528,021
Summit Hotel Properties, Inc. REITD		21,550			204,725
Sun Communities, Inc. REITD		5,980			238,542
SunTrust Banks, Inc.		11,200			317,520
Texas Capital Bancshares, Inc.D*		6,640			297,605
Total System Services, Inc.		12,600			269,892
Travelers Cos., Inc. (The)		9,900			711,018
US Bancorp		5,900			188,446
Visa, Inc. Class A		11,830			1,793,191
W.R. Berkley Corporation		12,500			471,750
Wells Fargo & Co.		3,540			120,997
					38,906,788
Healthcare — 9.1%
Abbott Laboratories		18,560			1,215,680
Achillion Pharma-ceuticals, Inc.D*		5,570			44,671
Aetna, Inc.		2,200			101,860
Air Methods CorporationD*		13,470			496,908
Akorn, Inc.D*		7,440			99,398
Alexion Pharmaceuticals, Inc.*		4,810			451,226
Align Technology, Inc.D*		12,620			350,205
Allergan, Inc.		9,300			853,089
AmerisourceBergen Corporation		11,800			509,524
Amgen, Inc.		9,600			828,672
Analogic Corporation		5,870			436,141
ArthroCare CorporationD*		13,350			461,777
Baxter International, Inc.		12,090			805,919
Becton, Dickinson and Co.D		17,100			1,337,049
Biogen Idec, Inc.*		6,800			997,356
BioMarin Pharmaceutical, Inc.D*		2,480			122,140
Bio-Rad Laboratories, Inc. Class A*		400			42,020
Bristol-Myers Squibb Co.		35,600			1,160,204
C.R. Bard, Inc.		6,700			654,858
Cardinal Health, Inc.		5,700			234,726
Celgene Corporation*		6,600			519,552
Cooper Cos., Inc. (The)		2,210			204,381
Covance, Inc.*		500			28,885
Cubist Pharmaceuticals, Inc.D*		1,760			74,026
Cynosure, Inc. Class A*		6,120			147,553
DaVita HealthCare Partners, Inc.*		100			11,053
Edwards Lifesciences CorporationD*		1,500			135,255

158 See Notes to Financial Statements.

DEFENSIVE MARKET STRATEGIES FUND

SCHEDULE OF INVESTMENTS (Continued)

	Shares		Value
Eli Lilly & Co.		37,500		$	1,849,500
Emeritus Corporation*		7,140			176,501
Express Scripts Holding Co.*		6,810			367,740
Forest Laboratories, Inc.*		9,300			328,476
Gilead Sciences, Inc.*		5,380			395,161
Health Net, Inc.*		5,260			127,818
Henry Schein, Inc.D*		2,400			193,104
Humana, Inc.		2,000			137,260
IDEXX Laboratories, Inc.D*		3,600			334,080
Incyte Corporation, Ltd.D*		3,000			49,830
Intuitive Surgical, Inc.*		245			120,141
Johnson & Johnson		106,100			7,437,610
Laboratory Corporation of America Holdings*		7,900			684,298
McKesson Corporation		10,150			984,144
Medivation, Inc.D*		3,600			184,176
Merck & Co., Inc.		64,600			2,644,724
Momenta Pharma-ceuticals, Inc.D*		6,310			74,332
Mylan, Inc.*		18,560			510,029
Myriad Genetics, Inc.D*		15,300			416,925
Neurocrine Biosciences, Inc.D*		5,650			42,262
Onyx Pharmaceuticals, Inc.*		950			71,754
Optimer Pharmaceuticals, Inc.*		4,040			36,562
Patterson Cos., Inc.D		13,400			458,682
Pfizer, Inc.		91,840			2,303,347
PSS World Medical, Inc.*		10,210			294,865
Quest Diagnostics, Inc.		2,500			145,675
Salix Pharmaceuticals, Ltd.*		3,770			152,610
Sarepta Therapeutics, Inc.*		2,520			65,016
Sirona Dental Systems, Inc.*		1,480			95,401
St. Jude Medical, Inc.		3,900			140,946
Stryker Corporation		11,000			603,020
Synageva BioPharma Corporation*		780			36,106
Teleflex, Inc.		6,640			473,498
United Therapeutics CorporationD*		3,460			184,833
UnitedHealth Group, Inc.		10,200			553,248
Universal Health Services, Inc. Class B		6,060			293,001
Vertex Pharmaceuticals, Inc.*		4,850			203,409
ViroPharma, Inc.D*		6,190			140,884
WellCare Health Plans, Inc.*		1,890			92,024
WellPoint, Inc.		700			42,644
Zimmer Holdings, Inc.		8,380			558,611
					36,328,375
Materials & Processing — 1.7%
Air Products & Chemicals, Inc.		2,200			184,844
Ashland, Inc.		1,670			134,285
CF Industries Holdings, Inc.		3,560			723,249
Cliffs Natural Resources, Inc.D		6,360			245,242
Crown Holdings, Inc.*		9,490			349,327
E.I. du Pont de Nemours & Co.D		16,500			742,005
Eagle Materials, Inc.		8,170			477,945
Eastman Chemical Co.		6,320			430,076
Fastenal Co.		4,800			224,112
Haynes International, Inc.		930			48,239
Metals USA Holdings Corporation		8,730			152,688
Monsanto Co.		10,020			948,393
Newmont Mining Corporation		14,400			668,736
PPG Industries, Inc.		1,900			257,165

	Shares		Value
Rock-Tenn Co. Class A		2,960		$	206,934
Sherwin-Williams Co. (The)		2,100			323,022
Trex Co., Inc.*		1,780			66,269
Westlake Chemical CorporationD		8,010			635,193
					6,817,724
Producer Durables — 4.6%
3M Co.		5,600			519,960
ADT Corporation (The)		8,400			390,516
AGCO Corporation*		2,750			135,080
Agilent Technologies, Inc.		4,330			177,270
AMETEK, Inc.		8,760			329,113
Automatic Data Processing, Inc.		21,700			1,237,117
B/E Aerospace, Inc.*		2,540			125,476
Boeing Co. (The)		3,100			233,616
C.H. Robinson Worldwide, Inc.D		5,100			322,422
CAI International, Inc.*		16,470			361,516
Clean Harbors, Inc.*		8,150			448,332
Corrections Corporation of America		7,020			248,999
Cummins, Inc.		2,030			219,950
Danaher Corporation		2,200			122,980
Delta Air Lines, Inc.*		35,680			423,522
General Dynamics Corporation		3,700			256,299
General Electric Co.		15,600			327,444
Honeywell International, Inc.		8,850			561,710
Huron Consulting Group, Inc.D*		10,650			358,798
Iron Mountain, Inc.		18,490			574,114
Lockheed Martin Corporation		5,200			479,908
Mettler Toledo International, Inc.D*		1,400			270,620
Middleby CorporationD*		950			121,800
MSC Industrial Direct Co., Inc. Class A		1,100			82,918
Navistar International Corporation*		13,850			301,514
Northrop Grumman Corporation		2,800			189,224
OSI Systems, Inc.*		6,190			396,408
Parker Hannifin CorporationD		1,590			135,245
Paychex, Inc.D		16,100			501,354
Raytheon Co.		12,700			731,012
Republic Services, Inc.D		34,700			1,017,751
Rockwell Collins, Inc.D		10,174			591,822
Stericycle, Inc.*		9,100			848,757
Titan International, Inc.D		5,930			128,800
Union Pacific Corporation		1,420			178,522
United Parcel Service, Inc. Class B		32,300			2,381,479
United Technologies Corporation		3,670			300,977
Verisk Analytics, Inc. Class A*		5,270			268,770
Waste Management, Inc.		56,900			1,919,806
Werner Enterprises, Inc.D		8,310			180,078
					18,400,999
Technology — 5.1%
ADTRAN, Inc.*		3,200			62,528
Akamai Technologies, Inc.*		6,370			260,597
Altera Corporation		4,500			154,980
Analog Devices, Inc.		11,800			496,308
Apple, Inc.		2,215			1,180,661

See Notes to Financial Statements. 159

	Shares		Value
Applied Materials, Inc.		60,500		$	692,120
Autodesk, Inc.*		700			24,745
Bottomline Technologies, Inc.D*		7,980			210,592
Broadcom Corporation Class A*		10,880			361,325
Cavium, Inc.D*		3,930			122,655
Cisco Systems, Inc.		63,600			1,249,740
Citrix Systems, Inc.*		800			52,600
Digimarc Corporation		13,180			272,826
EMC Corporation*		8,650			218,845
F5 Networks, Inc.*		1,240			120,466
Facebook, Inc. Class A*		24,600			655,098
Fusion-io, Inc.D*		9,760			223,797
Google, Inc. Class A*		2,180			1,546,427
Groupon, Inc.D*		64,510			314,809
IAC/InterActiveCorp		8,300			392,590
Intel Corporation		52,100			1,074,823
International Business Machines Corporation		5,900			1,130,145
Intuit, Inc.		13,500			803,250
IPG Photonics CorporationD		2,250			149,962
Juniper Networks, Inc.*		7,790			153,229
Linear Technology CorporationD		19,300			661,990
Manhattan Associates, Inc.D*		7,080			427,207
Maxim Integrated Products, Inc.		16,190			475,986
Microchip Technology, Inc.		2,800			91,252
Microsoft Corporation		38,800			1,037,124
Molex, Inc.		114,200			2,548,944
Monolithic Power Systems, Inc.D		4,550			101,374
Palo Alto Networks, Inc.D*		5,030			269,206
QUALCOMM, Inc.		7,930			491,819
Red Hat, Inc.*		200			10,592
Riverbed Technology, Inc.*		9,300			183,396
SAIC, Inc.D		7,100			80,372
Salesforce.com, Inc.*		750			126,075
ServiceNow, Inc.D*		3,210			96,396
Silicon Laboratories, Inc.*		4,300			179,783
Synchronoss Technologies, Inc.D*		2,940			62,005
Synopsys, Inc.*		8,600			273,824
Tech Data Corporation*		300			13,659
Texas Instruments, Inc.		2,300			71,162
TIBCO Software, Inc.*		8,040			176,960
Tyler Technologies, Inc.D*		3,450			167,118
Ultimate Software Group, Inc.*		3,510			331,379
VeriSign, Inc.D*		1,200			46,584
VMware, Inc.*		600			56,484
Xilinx, Inc.		10,800			387,720
					20,293,529
Utilities — 8.1%
AGL Resources, Inc.D		47,956			1,916,801
American Electric Power Co., Inc.		11,600			495,088
American Water Works Co., Inc.		23,000			853,990
AT&T, Inc.		121,100			4,082,281
CenterPoint Energy, Inc.		10,800			207,900
CenturyLink, Inc.D		47,000			1,838,640
Cincinnati Bell, Inc.D*		16,870			92,448
Consolidated Edison, Inc.		45,400			2,521,516
Dominion Resources, Inc.		24,000			1,243,200

	Shares		Value
DTE Energy Co.		7,100		$	426,355
Duke Energy CorporationD		9,700			618,860
Entergy Corporation		4,200			267,750
NextEra Energy, Inc.		4,100			283,679
NiSource, Inc.		8,900			221,521
NV Energy, Inc.D		133,700			2,425,318
ONEOK, Inc.		9,300			397,575
PG&E Corporation		71,000			2,852,780
Piedmont Natural Gas Co., Inc.D		71,101			2,226,172
Pinnacle West Capital Corporation		6,100			310,978
Public Service Enterprise Group, Inc.		13,200			403,920
Questar Corporation		23,500			464,360
Sempra Energy		17,300			1,227,262
Southern Co. (The)D		22,200			950,382
tw telecom, Inc.D*		9,300			236,871
UGI Corporation		16,000			523,360
Verizon Communications, Inc.		26,800			1,159,636
WGL Holdings, Inc.D		96,500			3,781,835
Wisconsin Energy Corporation		2,600			95,810
Xcel Energy, Inc.		8,500			227,035
					32,353,323
Total Common Stocks (Cost $201,223,886)					215,475,089
EQUITY LINKED SECURITIES — 0.4%
Morgan Stanley@*		11,500			773,375
UBS AG@*		17,000			693,770
Total Equity Linked Securities (Cost $1,460,395)					1,467,145
FOREIGN COMMON STOCKS — 5.2%
Bermuda — 0.6%
Alterra Capital Holdings, Ltd.		13,150			370,698
AXIS Capital Holdings, Ltd.D		9,190			318,342
Energy XXI (Bermuda), Ltd.D		6,780			218,248
Everest Re Group, Ltd.		10,600			1,165,470
Invesco, Ltd.		10,010			261,161
					2,333,919
Canada — 0.8%
Augusta Resource CorporationD*		10,460			25,627
AuRico Gold, Inc.D*		58,430			477,957
Bellatrix Exploration, Ltd.*		17,310			74,307
Eldorado Gold CorporationD		12,360			159,197
Epsilon Energy, Ltd.D*		15,650			60,101
HudBay Minerals, Inc.		8,830			88,948
Hudson’s Bay Co.		12,647			212,585
Inmet Mining Corporation		1,670			124,255
Methanex Corporation		4,020			128,117
Nexen, Inc.		16,240			437,506
QLT, Inc.D*		14,260			112,084
Silver Wheaton Corporation		6,560			236,685
Silvercrest Mines, Inc.D*		17,767			45,369
Teck Resources, Ltd. Class BD		10,640			386,764
Thompson Creek Metals Co., Inc.D*		22,800			94,392
Trioil Resources, Ltd.D*		20,860			62,704
Yamana Gold, Inc.		24,980			429,906
					3,156,504
Cayman Islands — 0.1%
Herbalife, Ltd.D		7,320			241,121

160 See Notes to Financial Statements.

DEFENSIVE MARKET STRATEGIES FUND

SCHEDULE OF INVESTMENTS (Continued)

	Shares		Value
China — 0.1%
China Petroleum & Chemical Corporation Class H		133,260		$	153,419
Dongfeng Motor Group Co., Ltd. Class H		72,740			114,522
Golden Eagle Retail Group, Ltd.D		42,790			106,574
					374,515
France — 0.2%
Total SA		16,700			868,954
Germany — 0.1%
Siemens AG		2,200			240,573
Stada Arzneimittel AG		1,130			36,570
					277,143
Guernsey — 0.0%
Tetragon Financial Group, Ltd.		14,640			141,569
Hong Kong — 0.4%
AIA Group, Ltd.		95,372			378,277
Michael Kors Holdings, Ltd.*		23,870			1,218,086
					1,596,363
Ireland — 0.5%
Accenture PLC Class A		11,600			771,400
Covidien PLC		3,640			210,174
Elan Corporation PLC ADR*		7,750			79,127
Prothena Corporation PLC*		150			1,103
Shire PLC		7,260			223,327
Shire PLC ADR		6,040			556,767
Warner Chilcott PLC Class A*		7,170			86,327
					1,928,225
Japan — 0.3%
Astellas Pharma, Inc.		5,150			231,552
Honda Motor Co., Ltd.		21,900			811,059
					1,042,611
Mexico — 0.0%
Compartamos SAB de CV		55,759			79,672
Netherlands — 0.4%
Royal Dutch Shell PLC Class A		49,944			1,719,092
Philippines — 0.1%
Metropolitan Bank & Trust		114,830			285,897
Singapore — 0.0%
Avago Technologies, Ltd.		7,180			227,319
Switzerland — 0.9%
ABB, Ltd.		22,300			462,447
ACE, Ltd.		7,000			558,600
Glencore International PLCD		46,980			271,397
Roche Holding AG ADRD		3,560			179,780
Tyco International, Ltd.		74,188			2,169,999
					3,642,223
United Kingdom — 0.7%
Aon PLC		4,700			261,320
Ophir Energy PLC*		39,755			328,531
Vodafone Group PLC		672,800			1,693,625
Vodafone Group PLC ADR		24,100			607,079
					2,890,555
Total Foreign Common Stocks (Cost $19,906,800)					20,805,682

	Shares		Value
PREFERRED STOCKS — 4.3%
Apache CorporationD*		24,400		$	1,115,080
Bank of America Corporation*		2,400			2,724,000
Health Care REIT, Inc.*		30,700			1,755,733
MetLife, Inc.*		13,800			613,686
Stanley Black & Decker, Inc.*		18,000			2,172,960
US Bancorp		87,500			2,427,250
Wells Fargo & Co.*		5,191			6,358,975
Total Preferred Stocks (Cost $15,970,990)					17,167,684
RIGHT/WARRANT — 0.0%
Kinder Morgan, Inc.* (Cost $16,925)		8,672			32,780
MASTER LIMITED PARTNERSHIPS — 0.8%
El Paso Pipeline Partners LP		28,300			1,046,251
Spectra Energy Partners LP		69,100			2,157,993
Total Master Limited Partnerships (Cost $3,043,653)					3,204,244
MONEY MARKET FUNDS — 19.5%
GuideStone Money Market Fund (GS4 Class)¥		19,718,563			19,718,563
Northern Institutional Liquid Assets Portfolio§		58,145,020			58,145,020
Total Money Market Funds (Cost $77,863,583)					77,863,583
	Par
CORPORATE BONDS — 24.9%
Affiliated Managers Group, Inc.
3.95%, 08/15/38	$	1,605,000			1,785,562
Alere, Inc.
3.00%, 05/15/16D		1,525,000			1,433,500
Alliant Techsystems, Inc.
3.00%, 08/15/24D		1,440,000			1,528,200
American Axle & Manufacturing, Inc.
7.88%, 03/01/17D		350,000			363,125
AmeriGas Finance LLC
6.75%, 05/20/20D		300,000			330,750
Amgen, Inc.
0.38%, 02/01/13D		1,070,000			1,203,081
ARAMARK Corporation
8.50%, 02/01/15		500,000			503,130
Archer-Daniels-Midland Co.
0.88%, 02/15/14		1,320,000			1,327,425
Arris Group, Inc.
2.00%, 11/15/26		1,415,000			1,510,512
Avis Budget Group, Inc.
3.50%, 10/01/14		1,110,000			1,525,556
Boston Properties LP
3.63%, 02/15/14 144A		1,340,000			1,418,725
Bristow Group, Inc.
3.00%, 06/15/38		800,000			854,000
CCO Holdings LLC
5.25%, 09/30/22D		300,000			305,250
CenturyLink, Inc.
5.80%, 03/15/22D		200,000			211,803
Charles River Laboratories International, Inc.
2.25%, 06/15/13D		1,695,000			1,707,712

See Notes to Financial Statements. 161

	Par		Value
Chesapeake Energy Corporation
2.50%, 05/15/37 CONVD	$	2,090,000		$	1,891,450
CIT Group, Inc.
5.00%, 05/15/17		240,000			255,600
5.00%, 08/15/22		500,000			535,687
Citigroup, Inc.
5.95%, 12/29/49†		771,000			781,601
Covanta Holding Corporation
3.25%, 06/01/14		875,000			1,061,484
DaVita HealthCare Partners, Inc.
6.63%, 11/01/20D		500,000			546,250
Electronic Arts, Inc.
0.75%, 07/15/16		2,120,000			1,964,975
Exterran Holdings, Inc.
4.25%, 06/15/14		2,035,000			2,340,250
Frontier Communications Corporation
8.50%, 04/15/20D		450,000			519,750
General Cable Corporation
0.88%, 11/15/13		2,200,000			2,190,375
General Electric Capital Corporation
6.25%, 12/15/49†D		2,100,000			2,296,772
Goodrich Petroleum Corporation
5.00%, 10/01/29D		1,145,000			1,080,594
Goodyear Tire & Rubber Co.
7.00%, 05/15/22		325,000			350,188
Greenbrier Cos., Inc.
3.50%, 04/01/18D		505,000			461,128
Griffon Corporation
4.00%, 01/15/17 144A		425,000			453,156
Group 1 Automotive, Inc.
2.25%, 06/15/36 STEP		1,640,000			1,933,150
Hanesbrands, Inc.
6.38%, 12/15/20		500,000			552,500
HCA, Inc.
5.88%, 05/01/23D		400,000			415,000
Health Care REIT, Inc.
3.00%, 12/01/29		1,070,000			1,318,106
Hologic, Inc.
2.00%, 12/15/37 STEPD		916,000			917,718
2.00%, 03/01/42 STEPD		2,000,000			1,993,750
Hornbeck Offshore Services, Inc.
1.63%, 11/15/26 STEP		1,685,000			1,701,850
Host Hotels & Resorts LP
3.25%, 04/15/24 144A@		3,306,000			3,789,503
Iconix Brand Group, Inc.
2.50%, 06/01/16 144A		1,705,000			1,774,266
Illumina, Inc.
0.25%, 03/15/16 144A		1,805,000			1,758,747
Integra LifeSciences Holdings Corporation
1.63%, 12/15/16D		1,750,000			1,768,594
Intel Corporation
2.95%, 12/15/35		1,196,000			1,246,083
Janus Capital Group, Inc.
3.25%, 07/15/14		2,257,000			2,355,744
Jarden Corporation
7.50%, 05/01/17		500,000			565,625
1.88%, 09/15/18 144A		865,000			879,597

	Par		Value
L-3 Communications Holdings, Inc.
3.00%, 08/01/35	$	1,723,000		$	1,753,152
Leap Wireless International, Inc.
4.50%, 07/15/14D		2,275,000			2,181,156
Lennar Corporation
2.00%, 12/01/20 144A		1,200,000			1,746,750
Liberty Interactive LLC
3.13%, 03/30/23		700,000			1,019,375
LifePoint Hospitals, Inc.
3.50%, 05/15/14		5,314,000			5,490,026
Limited Brands, Inc.
5.63%, 02/15/22		200,000			218,500
Linear Technology Corporation
3.00%, 05/01/27		1,440,000			1,506,600
Live Nation Entertainment, Inc.
2.88%, 07/15/27D		1,725,000			1,716,375
Mediacom LLC
7.25%, 02/15/22		350,000			378,000
Medtronic, Inc.
1.63%, 04/15/13		1,120,000			1,124,900
Microchip Technology, Inc.
2.13%, 12/15/37		1,217,000			1,542,548
Micron Technology, Inc.
1.88%, 06/01/14 CONV		1,835,000			1,828,119
NBTY, Inc.
9.00%, 10/01/18		500,000			567,500
NuVasive, Inc.
2.75%, 07/01/17		2,270,000			1,997,600
Omnicare, Inc.
3.25%, 12/15/35		1,935,000			1,939,838
Owens-Brockway Glass Container, Inc.
3.00%, 06/01/15 144AD		1,925,000			1,914,172
Prologis LP
3.25%, 03/15/15		1,415,000			1,610,447
Reynolds Group Issuer, Inc.
9.88%, 08/15/19		250,000			268,750
Rovi Corporation
2.63%, 02/15/40		1,295,000			1,294,191
Sally Holdings LLC
5.75%, 06/01/22		300,000			327,000
SanDisk Corporation
1.00%, 05/15/13D		1,235,000			1,225,738
SBA Communications Corporation
1.88%, 05/01/13		305,000			519,834
Steel Dynamics, Inc.
5.13%, 06/15/14D		1,795,000			1,962,159
Terex Corporation
6.50%, 04/01/20		400,000			426,000
TIBCO Software, Inc.
2.25%, 05/01/32 144A		1,770,000			1,691,456
Trinity Industries, Inc.
3.88%, 06/01/36D		2,110,000			2,369,794
tw telecom, Inc.
2.38%, 04/01/26		2,329,000			3,198,008
Vanguard Health Holding Co. II LLC
8.00%, 02/01/18D		250,000			260,000
WebMD Health Corporation
2.50%, 01/31/18		1,025,000			863,562
WellPoint, Inc.
2.75%, 10/15/42 144A@		709,000			766,163

162 See Notes to Financial Statements.

DEFENSIVE MARKET STRATEGIES FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par			Value
XM Satellite Radio, Inc.
7.00%, 12/01/14 144A	$	250,000			$	430,313
Total Corporate Bonds (Cost $93,989,294)						99,845,850
FOREIGN BONDS — 1.3%
Canada — 0.5%
PetroBakken Energy, Ltd.
3.13%, 02/08/16		2,000,000				1,989,000
Luxembourg — 0.2%
ArcelorMittal
5.00%, 05/15/14		880,000				919,050
Netherlands — 0.4%
Siemens Financierings- maatschappij NV
1.05%, 08/16/17		1,750,000				1,805,825
United Kingdom — 0.2%
Virgin Media Finance PLC
4.88%, 02/15/22		200,000				205,500
5.25%, 02/15/22D		400,000				426,000
						631,500
Total Foreign Bonds (Cost $5,250,799)						5,345,375
	Number of Contracts
PURCHASED OPTIONS — 0.0%
Call Options — 0.0%
WellCare Health Plans, Inc.,
Strike Price $50.00, Expires
01/19/13 (MSCS)		40				5,400
WellCare Health Plans, Inc.,
Strike Price $55.00, Expires
01/19/13 (MSCS)		49				1,715
						7,115
Put Option — 0.0%
iShares Russell 2000 Index Fund, Strike Price $80.00, Expires 01/19/13 (KS)		100				4,000
Total Purchased Options (Cost $37,662)						11,115
TOTAL INVESTMENTS — 110.3% (Cost $418,763,987)						441,218,547
	Shares
COMMON STOCKS SOLD SHORT — (8.5)%
Consumer Discretionary — (1.7)%
Ascena Retail Group, Inc.*		(15,870	)			(293,436	)
Buckle, Inc. (The)		(3,670	)			(163,829	)
Chipotle Mexican Grill, Inc.*		(895	)			(266,227	)
Dunkin’ Brands Group, Inc.		(2,750	)			(91,245	)
Fifth & Pacific Cos., Inc.*		(14,310	)			(178,159	)
Fossil, Inc.*		(1,790	)			(166,649	)
General Motors Co.*		(4,980	)			(143,573	)
Genuine Parts Co.		(2,150	)			(136,697	)
Jarden Corporation*		(1,980	)			(102,366	)
LKQ Corporation*		(15,850	)			(334,435	)
Lowes Cos., Inc.		(8,980	)			(318,970	)
Mattel, Inc.		(11,240	)			(411,609	)
MDC Holdings, Inc.		(3,490	)			(128,292	)
Netflix, Inc.*		(1,110	)			(102,131	)
News Corporation Class B		(7,450	)			(195,488	)
NIKE, Inc. Class B		(4,110	)			(212,076	)

	Shares			Value
Nordstrom, Inc.		(5,100	)		$	(272,850	)
NVR, Inc.*		(340	)			(312,800	)
Panera Bread Co. Class A*		(1,540	)			(244,598	)
priceline.com, Inc.*		(675	)			(419,310	)
Ross Stores, Inc.		(2,810	)			(152,162	)
Scripps Networks Interactive, Inc. Class A		(2,130	)			(123,370	)
Stage Stores, Inc.		(5,980	)			(148,184	)
Sturm Ruger & Co., Inc.		(2,770	)			(125,758	)
Target Corporation		(16,140	)			(955,004	)
Tiffany & Co.		(1,640	)			(94,038	)
WABCO Holdings, Inc.*		(3,930	)			(256,197	)
Wal-Mart Stores, Inc.		(2,650	)			(180,809	)
Winnebago Industries, Inc.*		(7,170	)			(122,822	)
Wolverine World Wide, Inc.		(4,360	)			(178,673	)
						(6,831,757	)
Consumer Staples — (0.3)%
Campbell Soup Co.		(6,380	)			(222,598	)
Coca-Cola Enterprises, Inc.		(3,790	)			(120,257	)
General Mills Inc		(9,500	)			(383,895	)
Green Mountain Coffee Roasters, Inc.*		(1,710	)			(70,725	)
J.M. Smucker Co. (The)		(1,780	)			(153,507	)
Kimberly-Clark Corporation		(2,690	)			(227,117	)
Mondelez International, Inc. Class A		(3,660	)			(93,220	)
Monster Beverage Corporation*		(1,560	)			(82,493	)
						(1,353,812	)
Energy — (1.1)%
Apache Corporation		(4,990	)			(391,715	)
Arch Coal, Inc.		(17,500	)			(123,550	)
Baker Hughes, Inc.		(3,840	)			(156,826	)
Berry Petroleum Co. Class A		(7,140	)			(239,547	)
Chesapeake Energy Corporation		(14,220	)			(236,336	)
Chevron Corporation		(5,210	)			(563,409	)
Cimarex Energy Co.		(4,570	)			(263,826	)
ConocoPhillips		(8,350	)			(484,217	)
Continental Resources, Inc.*		(2,380	)			(174,906	)
Diamond Offshore Drilling, Inc.		(3,240	)			(220,190	)
Helmerich & Payne, Inc.		(2,390	)			(133,864	)
Oasis Petroleum, Inc.*		(6,040	)			(192,072	)
Patterson-UTI Energy, Inc.		(6,990	)			(130,224	)
Southwestern Energy Co.*		(6,770	)			(226,186	)
Ultra Petroleum Corporation*		(24,570	)			(445,454	)
W&T Offshore, Inc.		(5,720	)			(91,692	)
Whiting Petroleum Corporation*		(5,440	)			(235,933	)
						(4,309,947	)
Financial Services — (2.1)%
Advent Software, Inc.*		(8,790	)			(187,930	)
Assurant, Inc.		(5,590	)			(193,973	)
Capital One Financial Corporation		(6,570	)			(380,600	)
Cincinnati Financial Corporation		(8,940	)			(350,090	)
City National Corporation		(6,640	)			(328,813	)
CME Group, Inc.		(7,470	)			(378,804	)
Eaton Vance Corporation		(2,870	)			(91,409	)
Endurance Specialty Holdings, Ltd.		(4,880	)			(193,687	)
Equity Residential REIT		(2,320	)			(131,474	)
Fiserv, Inc.*		(8,780	)			(693,883	)

See Notes to Financial Statements. 163

	Shares			Value
FleetCor Technologies, Inc.*		(5,080	)		$	(272,542	)
Greenhill & Co., Inc.		(3,130	)			(162,729	)
Jack Henry & Associates, Inc.		(11,580	)			(454,631	)
Jones Lang Lasalle, Inc.		(6,350	)			(533,019	)
LaSalle Hotel Properties REIT		(8,070	)			(204,897	)
Legg Mason, Inc.		(7,880	)			(202,674	)
Lender Processing Services, Inc.		(15,690	)			(386,288	)
Mastercard, Inc. Class A		(2,070	)			(1,016,950	)
MSCI, Inc.*		(12,290	)			(380,867	)
Nationstar Mortgage Holdings, Inc.*		(3,610	)			(111,838	)
State Street Corporation		(4,980	)			(234,110	)
T Rowe Price Group, Inc.		(3,690	)			(240,330	)
Tanger Factory Outlet Centers REIT		(21,620	)			(739,404	)
UDR, Inc. REIT		(9,690	)			(230,428	)
Zions Bancorporation		(13,150	)			(281,410	)
						(8,382,780	)
Healthcare — (1.3)%
Amedisys, Inc.*		(2,600	)			(29,302	)
Arena Pharmaceuticals, Inc.*		(29,410	)			(265,278	)
athenahealth, Inc.*		(1,370	)			(100,626	)
Becton, Dickinson and Co.		(2,210	)			(172,800	)
C.R. Bard, Inc.		(5,440	)			(531,705	)
Cardinal Health, Inc.		(3,650	)			(150,307	)
Celgene Corporation*		(2,050	)			(161,376	)
Chemed Corporation		(690	)			(47,327	)
Community Health Systems, Inc.		(1,980	)			(60,865	)
DENTSPLY International, Inc.		(10,360	)			(410,360	)
Edwards Lifesciences Corporation*		(8,110	)			(731,279	)
Eli Lilly & Co.		(2,460	)			(121,327	)
Endo Pharmaceuticals Holdings, Inc.*		(3,270	)			(85,903	)
Gentiva Health Services, Inc.*		(2,300	)			(23,115	)
Greenway Medical Technologies*		(6,480	)			(99,533	)
Henry Schein, Inc.*		(1,190	)			(95,747	)
Hologic, Inc.*		(4,500	)			(90,135	)
Impax Laboratories, Inc.*		(3,000	)			(61,470	)
Johnson & Johnson		(3,440	)			(241,144	)
Kindred Healthcare, Inc.*		(4,330	)			(46,851	)
Life Technologies Corporation*		(1,970	)			(96,688	)
Merck & Co., Inc.		(2,930	)			(119,954	)
Myriad Genetics, Inc.*		(2,210	)			(60,222	)
Nektar Therapeutics*		(5,360	)			(39,718	)
Neogen Corporation*		(1,570	)			(71,152	)
NPS Pharmaceuticals, Inc.*		(5,360	)			(48,776	)
Patterson Cos., Inc.		(3,710	)			(126,993	)
Quest Diagnostics, Inc.		(5,480	)			(319,320	)
Select Medical Holdings Corporation		(4,720	)			(44,510	)
Stryker Corporation		(2,190	)			(120,056	)
Tenet Healthcare Corporation*		(2,830	)			(91,890	)
UnitedHealth Group, Inc.		(1,770	)			(96,005	)
Varian Medical Systems, Inc.*		(4,480	)			(314,675	)
Vivus, Inc.*		(6,300	)			(84,546	)
						(5,160,955	)
Materials & Processing — (1.0)%
Alcoa, Inc.		(22,580	)			(195,994	)
Allegheny Technologies, Inc.		(6,390	)			(194,000	)
Ball Corporation		(8,550	)			(382,612	)

	Shares			Value
Compass Minerals International, Inc.		(6,580	)		$	(491,592	)
E.I. du Pont de Nemours & Co.		(5,530	)			(248,684	)
Freeport-Mcmoran Copper & Gold, Inc.		(10,690	)			(365,598	)
Globe Specialty Metals, Inc.		(2,650	)			(36,438	)
Huntsman Corporation		(7,550	)			(120,045	)
Molycorp, Inc.*		(9,450	)			(89,208	)
Mosaic Co. (The)		(8,030	)			(454,739	)
Newmont Mining Corporation		(9,780	)			(454,183	)
Praxair, Inc.		(1,160	)			(126,962	)
Royal Gold, Inc.		(1,260	)			(102,451	)
Schnitzer Steel Industries, Inc.		(4,200	)			(127,386	)
Sherwin Williams Co. (The)		(2,010	)			(309,178	)
Sigma-Aldrich Corporation		(2,560	)			(188,365	)
						(3,887,435	)
Producer Durables — (0.6)%
3M Co.		(4,980	)			(462,393	)
Allegiant Travel Co.*		(2,450	)			(179,855	)
Cintas Corporation		(3,870	)			(158,283	)
CSX Corporation		(4,090	)			(80,696	)
Dover Corporation		(2,830	)			(185,959	)
Mettler-Toledo International, Inc.*		(750	)			(144,975	)
Northrop Grumman Corporation		(1,360	)			(91,909	)
Paychex, Inc.		(6,370	)			(198,362	)
Rockwell Automation, Inc.		(1,110	)			(93,229	)
Ryder System, Inc.		(2,480	)			(123,826	)
Southwest Airlines Co.		(15,550	)			(159,232	)
Stericycle, Inc.*		(1,410	)			(131,511	)
TransDigm Group, Inc.*		(750	)			(102,270	)
Waste Connections, Inc.		(12,800	)			(432,512	)
Waters Corporation*		(770	)			(67,082	)
						(2,612,094	)
Technology — (0.4)%
Concur Technologies, Inc.*		(4,780	)			(322,746	)
International Business Machines Corporation		(2,190	)			(419,494	)
Parametric Technology Corporation*		(4,540	)			(102,195	)
Rackspace Hosting, Inc.*		(1,300	)			(96,551	)
SanDisk Corporation*		(1,410	)			(61,420	)
Tech Data Corporation*		(2,130	)			(96,979	)
Teradata Corporation*		(1,990	)			(123,161	)
Texas Instruments, Inc.		(3,050	)			(94,367	)
VeriSign, Inc.*		(4,650	)			(180,513	)
Vocera Communications, Inc.*		(5,210	)			(130,771	)
						(1,628,197	)
Total Common Stocks Sold Short (Cost $(33,642,008))						(34,166,977	)
FOREIGN COMMON STOCKS SOLD SHORT — (1.7)%
Brazil — (0.1)%
Banco Bradesco SA ADR		(14,690	)			(255,165	)
Canada — (0.1)%
Barrick Gold Corporation		(5,020	)			(175,750	)
EnCana Corporation		(15,830	)			(312,801	)
Research In Motion, Ltd.*		(4,310	)			(51,203	)
						(539,754	)
Chile — 0.0%
Banco Santander Chile ADR		(5,760	)			(164,098	)

164 See Notes to Financial Statements.

DEFENSIVE MARKET STRATEGIES FUND

SCHEDULE OF INVESTMENTS (Continued)

	Shares			Value
China — (0.1)%
Aluminum Corporation of China, Ltd. Class H*		(140,590	)		$	(66,112	)
Baidu, Inc. ADR*		(1,960	)			(204,075	)
PetroChina Co., Ltd. Class H		(95,490	)			(137,760	)
						(407,947	)
Colombia — (0.1)%
Ecopetrol SA ADR		(7,360	)			(439,171	)
Finland — 0.0%
Nokia OYJ ADR		(15,800	)			(62,410	)
Germany — (0.3)%
Daimler AG		(1,720	)			(94,696	)
Muenchener Rueckversi- cherungs AG		(2,670	)			(482,012	)
SAP AG ADR		(2,870	)			(230,690	)
SGL Carbon SE		(2,580	)			(102,848	)
ThyssenKrupp AG		(5,810	)			(137,190	)
						(1,047,436	)
Hong Kong — 0.0%
Hong Kong Exchanges and Clearing, Ltd.		(23	)			(398	)
India — (0.1)%
Infosys, Ltd. ADR		(11,440	)			(483,912	)
Ireland — 0.0%
Amarin Corporation PLC ADR*		(6,280	)			(50,805	)
Israel — (0.1)%
Check Point Software Technologies, Ltd.*		(5,180	)			(246,775	)
Japan — (0.1)%
Eisai Co., Ltd.		(2,490	)			(103,939	)
Takeda Pharma-ceutical Co., Ltd.		(2,280	)			(101,905	)
						(205,844	)
Mexico — (0.1)%
Coca-Cola Femsa SAB de CV ADR		(870	)			(129,665	)
Grupo Financiero Banorte SAB de CV		(13,290	)			(85,819	)
						(215,484	)
South Korea — 0.0%
LG Display Co., Ltd. ADR		(6,760	)			(97,885	)
Sweden — 0.0%
Svenska Handelsbanken AB		(5,657	)			(203,380	)
Switzerland — (0.2)%
Novartis AG ADR		(10,750	)			(680,475	)
United Kingdom — (0.4)%
Anglo American PLC		(9,034	)			(284,781	)
Aon PLC		(4,470	)			(248,532	)
ARM Holdings PLC ADR		(8,720	)			(329,878	)
Astrazeneca PLC		(4,720	)			(223,681	)
AstraZeneca PLC ADR		(3,200	)			(151,264	)
Marks & Spencer Group PLC		(30,346	)			(190,623	)
Smith & Nephew PLC ADR		(1,090	)			(60,386	)
						(1,489,145	)
Total Foreign Common Stocks Sold Short (Cost $(6,397,488))						(6,590,084	)

	Shares			Value
EXCHANGE TRADED FUNDS SOLD SHORT — (1.7)%
CurrencyShares Japanese Yen Trust		(520	)		$	(58,776	)
Health Care Select Sector SPDR Fund		(15,380	)			(614,431	)
iShares Nasdaq Biotechnology Index Fund		(4,550	)			(624,351	)
iShares Russell 2000 Growth Index Fund		(11,350	)			(1,081,768	)
iShares Russell 2000 Index Fund		(17,350	)			(1,462,432	)
Market Vectors Oil Service ETF		(6,470	)			(250,260	)
Market Vectors Pharmaceutical ETF		(3,770	)			(149,782	)
Market Vectors Gold Miners ETF		(3,220	)			(149,376	)
PowerShares QQQ Trust, Series 1		(4,780	)			(311,226	)
SPDR S&P 500 ETF Trust		(9,320	)			(1,328,286	)
SPDR S&P Retail ETF		(9,840	)			(614,114	)
Total Exchange Traded Funds Sold Short (Cost $(6,639,721))						(6,644,802	)
	Par
FOREIGN BOND SOLD SHORT — 0.0%
Guernsey — 0.0%
Credit Suisse Group 4.00%, 03/29/13 CONV(O)@ (Cost $(12,299))	$	(12,000	)			(18,158	)
TOTAL SECURITIES SOLD SHORT — (11.9)% (Cost $(46,691,516))						(47,420,021	)
Other Assets in Excess of Liabilities — 1.6%						6,186,406
NET ASSETS — 100.0%					$	399,984,932

See Notes to Financial Statements. 165

PORTFOLIO SUMMARY (based on net assets)

	%
Corporate Bonds		24.9
Money Market Funds		19.5
Financial Services		9.7
Healthcare		9.1
Utilities		8.1
Consumer Staples		6.0
Consumer Discretionary		5.8
Foreign Common Stocks		5.2
Technology		5.1
Producer Durables		4.6
Futures Contracts		4.4
Preferred Stocks		4.3
Energy		3.8
Materials & Processing		1.7
Foreign Bonds		1.3
Master Limited Partnerships		0.8
Equity Linked Securities		0.4
Right/Warrant		—	**
Purchased Options		—	**
Foreign Bond Sold Short		—	**
Forward Foreign Currency Contracts		(1.3	)
Exchange Traded Funds Sold Short		(1.7	)
Foreign Common Stocks Sold Short		(1.7	)
Common Stocks Sold Short		(8.5	)
		101.5

** Rounds to less than 0.005%.

166 See Notes to Financial Statements.

DEFENSIVE MARKET STRATEGIES FUND

SCHEDULE OF INVESTMENTS (Continued)

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value				Level 1 Quoted Prices				Level 2 Other Significant Observable Inputs				Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Common Stocks		$	215,475,089			$	215,475,089			$	—			$	—
Corporate Bonds			99,845,850				—				90,566,321				9,279,529
Equity Linked Securities			1,467,145				—				—				1,467,145
Foreign Bonds			5,345,375				—				5,345,375				—
Foreign Common Stocks			20,805,682				12,879,866				7,925,816				—
Master Limited Partnerships			3,204,244				3,204,244				—				—
Money Market Funds			77,863,583				77,863,583				—				—
Preferred Stocks			17,167,684				10,808,709				—				6,358,975
Purchased Options			11,115				11,115				—				—
Right/Warrant			32,780				32,780				—				—
Total Assets - Investments in Securities		$	441,218,547			$	320,275,386			$	103,837,512			$	17,105,649
Other Financial Instruments***
Forward Foreign Currency Contracts		$	16,020			$	—			$	16,020			$	—
Futures Contracts			106,850				106,850				—				—
Total Assets - Other Financial Instruments		$	122,870			$	106,850			$	16,020			$	—
Liabilities:
Investments in Securities:
Common Stocks Sold Short		$	(34,166,977	)		$	(34,166,977	)		$	—			$	—
Exchange Traded Funds Sold Short			(6,644,802	)			(6,644,802	)			—				—
Foreign Bond Sold Short			(18,158	)			—				(18,158	)			—
Foreign Common Stocks Sold Short			(6,590,084	)			(4,460,759	)			(2,129,325	)			—
Total Liabilities - Investments in Securities		$	(47,420,021	)		$	(45,272,538	)		$	(2,147,483	)		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

The unobservable inputs used in the fair value measurement of the reporting entity’s corporate bonds, equity linked securities and preferred stock are values based on evaluated quotations received from dealers who make markets in such securities. Significant increases (decreases) in those evaluated quotations would result in a significantly higher (lower) fair value measurement.

LEVEL1 - 2 TRANSFERS

The Fund had securities that transferred from Level 1 to Level 2 of the fair value hierarchy as a result of foreign equities that were being valued based on quoted prices at December 31, 2011 that are now being fair valued. The value of the securities that were transferred to Level 2 as of December 31, 2012 is $5,006,793.

There were no securities transferred from Level 2 to Level 1 during the year ended December 31, 2012.

See Notes to Financial Statements. 167

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

	Total Value		Corporate Bonds		Equity Linked Securities		Preferred Stock
Balance, 12/31/11	$	—	$	—	$	—	$	—
Accrued discounts/premiums		—		—		—		—
Realized gain (loss)(1)		—		—		—		—
Change in unrealized appreciation (depreciation)(2)		6,750		—		6,750		—
Purchases		1,460,395		—		1,460,395		—
Sales		—		—		—		—
Transfers in to Level 3(3)		15,638,504		9,279,529		—		6,358,975
Transfers out of Level 3		—		—		—		—
Maturities		—		—		—		—
Paydowns		—		—		—		—
Balance, 12/31/12	$	17,105,649	$	9,279,529	$	1,467,145	$	6,358,975

⁽¹⁾  Realized gain (loss) from the sale of Level 3 securities can be found on the Statement of Operations in Net realized gain (loss) from investment securities.

⁽²⁾  Change in unrealized appreciation (depreciation) can be found on the Statement of Operations in Net change in unrealized appreciation (depreciation) on Investment securities.

⁽³⁾  Transfers into Level 3 represent the value of securities at December 31, 2012 that were transferred from Level 1 and Level 2 to Level 3 of the fair value hierarchy as a result of the inability of the Fund to obtain a price which was determined using observable inputs.

168 See Notes to Financial Statements.

Equity Index Fund

Familiar themes such as the sovereign debt crisis in Europe, recession fears and moderating growth expectations in China continued to dominate headlines during 2012. In the United States, the elections in November resulted in a similar polarized and gridlocked government that was finally able to strike a tax deal to avoid the “fiscal cliff” at the end of the year. Despite all of the political and economic turmoil, U.S. consumer confidence and housing improved, China’s economy bounced back and accommodating monetary policies were announced in Europe. The S&P 500^® Index posted an impressive 16.00% return for 2012, while the broader U.S. market, as measured by the Russell 3000^® Index, gained 16.42% for the same period.

From a sector perspective, performance was unanimously in positive territory as all sectors within the Russell 3000^® Index advanced during the year. Six of nine sectors posted double-digit gains with the best performance coming from the financial services and consumer discretionary sectors. The weakest performers were the energy and utilities sectors which still experienced solid single-digit gains for the year.

In terms of the underlying dynamics of equity market performance, companies with lower quality and higher price-to-earnings characteristics generally outperformed during the year. Regarding market capitalization, large-cap companies slightly outpaced their small-cap counterparts as the Russell 1000^® Index posted a one-year return of 16.42%, while the Russell 2000^® Index returned 16.35%, respectively. Style differentiation was evident as value-oriented stocks outperformed growth-oriented stocks across all market capitalization segments. In the large capitalization segment, the Russell 1000^® Value Index outpaced the Russell 1000^® Growth Index, posting one-year returns of 17.51% and 15.26%, respectively.

The Fund was passively managed and benchmarked against the S&P 500^® Index. The Fund was comprised of domestic, large-cap equity stocks with both value-and growth-style orientations. The objective of the Fund was to provide investment results approximating the aggregate price and dividend performance of the securities included in the S&P 500^® Index. The GS4 Class of the Fund returned 15.76% for the one-year period ended December 31, 2012, as compared to a 16.00% return for the S&P 500^® Index. The return differential was primarily a result of socially responsible investment restrictions and expenses of the Fund.

This Fund may be suitable for investors who seek higher, long-term rates of return, can accept significant short-term fluctuations in account value and want to diversify their portfolio by adding a potentially higher return, higher risk option of stocks.

Please see page 176 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

169

Equity Index Fund

Average Annual Total Returns as of 12/31/12
	GS2 Class*	GS4 Class*	Benchmark**
One Year	15.92%	15.76%	16.00%
Five Year	1.62%	1.47%	1.66%
Ten Year	6.94%	6.77%	7.10%
Inception Date	08/27/01	08/27/01
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	0.24%	0.47%

⁽¹⁾Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph compares the results of a hypothetical $10,000 investment in the GS4 Class of the Fund for the 10 year period from December 31, 2002 to December 31, 2012, with all dividends and capital gains reinvested, with the S&P 500^® Index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**The S&P 500^® Index is an unmanaged index (with no defined investment objective) of common stocks, includes reinvestment of dividends, and is a registered trademark of McGraw-Hill Co., Inc. The S&P 500^® Index includes 500 of the largest stocks (in terms of market value) in the United States.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

170

EQUITY INDEX FUND
SCHEDULE OF INVESTMENTS	December 31, 2012

	Shares		Value
COMMON STOCKS — 94.0%
Consumer Discretionary — 12.9%
Amazon.com, Inc.*		7,174		$	1,801,678
Apollo Group, Inc. Class AD*		1,935			40,480
AutoNation, Inc.*		815			32,356
AutoZone, Inc.*		736			260,860
Avon Products, Inc.		8,565			122,993
Bed Bath & Beyond, Inc.*		4,570			255,509
Best Buy Co., Inc.D		5,352			63,421
Big Lots, Inc.D*		1,078			30,680
BorgWarner, Inc.*		2,259			161,790
Cablevision Systems Corporation Class AD		4,129			61,687
CarMax, Inc.D*		4,488			168,480
Carnival Corporation		8,811			323,980
CBS Corporation Class B		11,728			446,250
Chipotle Mexican Grill, Inc.D*		624			185,615
Coach, Inc.		5,626			312,299
Comcast Corporation Class A		52,443			1,960,319
Costco Wholesale Corporation		8,514			840,928
D.R. Horton, Inc.D		5,490			108,592
Darden Restaurants, Inc.D		2,510			113,126
Delphi Automotive PLCD*		5,919			226,402
DIRECTV*		12,008			602,321
Discovery Communications, Inc. Class AD*		4,666			296,198
Dollar General CorporationD*		5,246			231,296
Dollar Tree, Inc.*		4,531			183,777
eBay, Inc.*		23,040			1,175,501
Estee Lauder Cos., Inc. (The) Class A		4,725			282,838
Expedia, Inc.D		1,843			113,252
Family Dollar Stores, Inc.		1,907			120,923
Ford Motor Co.		75,095			972,480
Fossil, Inc.*		1,078			100,362
GameStop Corporation Class AD		2,459			61,696
Gannett Co., Inc.D		4,431			79,802
Gap, Inc. (The)		5,869			182,174
Genuine Parts Co.		3,077			195,636
Goodyear Tire & Rubber Co. (The)*		4,943			68,263
H&R Block, Inc.D		5,261			97,697
Harley-Davidson, Inc.		4,487			219,145
Harman International Industries, Inc.		1,346			60,085
Hasbro, Inc.D		2,303			82,678
Home Depot, Inc. (The)		29,518			1,825,688
Interpublic Group of Cos., Inc. (The)		8,721			96,105
J.C. Penney Co., Inc.D*		2,818			55,543
Johnson Controls, Inc.		13,452			412,976
Kohl’s Corporation		4,244			182,407
Leggett & Platt, Inc.D		2,803			76,298
Lennar Corporation Class AD		3,248			125,600
Limited Brands, Inc.D		4,699			221,135
Lowe’s Cos., Inc.		22,128			785,987
Macy’s, Inc.		7,898			308,180
Marriott International, Inc. Class A		4,928			183,667
Marriott International, Ltd. Placeholder Shares+*		82,125			—
Mattel, Inc.		6,749			247,148
McDonald’s Corporation		19,860			1,751,851

	Shares		Value
McGraw-Hill Cos., Inc. (The)		5,517		$	301,614
Netflix, Inc.D*		1,102			102,244
Newell Rubbermaid, Inc.D		5,589			124,467
News Corporation Class A		39,699			1,013,912
NIKE, Inc. Class B		14,474			746,858
Nordstrom, Inc.		3,020			161,570
Omnicom Group, Inc.		5,251			262,340
O’Reilly Automotive, Inc.*		2,231			199,496
PetSmart, Inc.		2,131			145,633
priceline.com, Inc.*		981			609,397
PulteGroup, Inc.D*		6,765			122,852
Ralph Lauren Corporation		1,200			179,904
Ross Stores, Inc.		4,405			238,531
Scripps Networks Interactive, Inc. Class A		1,727			100,028
Snap-on, Inc.		1,158			91,470
Staples, Inc.D		13,423			153,022
Starbucks Corporation		14,712			788,857
Starwood Hotels & Resorts Worldwide, Inc.		3,871			222,041
Target Corporation		12,892			762,820
Tiffany & Co.D		2,340			134,176
Time Warner Cable, Inc.		5,932			576,531
Time Warner, Inc.		18,689			893,895
TJX Cos., Inc.		14,488			615,016
TripAdvisor, Inc.D*		2,157			90,508
Urban Outfitters, Inc.D*		2,121			83,483
VF Corporation		1,729			261,027
Wal-Mart Stores, Inc.		33,053			2,255,206
Walt Disney Co. (The)		35,102			1,747,729
Washington Post Co. (The)
Class BD		84			30,678
Whirlpool Corporation		1,521			154,762
Wyndham Worldwide Corporation		2,789			148,403
Yum! Brands, Inc.		8,978			596,139
					32,830,763
Consumer Staples — 7.1%
Archer-Daniels-Midland Co.		12,968			355,193
Campbell Soup Co.D		3,495			121,941
Clorox Co. (The)		2,547			186,491
Coca-Cola Co. (The)		76,248			2,763,990
Coca-Cola Enterprises, Inc.D		5,447			172,833
Colgate-Palmolive Co.		8,777			917,548
ConAgra Foods, Inc.		8,052			237,534
CVS Caremark Corporation		24,691			1,193,810
Dean Foods Co.*		3,527			58,231
Dr. Pepper Snapple Group, Inc.		4,140			182,905
General Mills, Inc.		12,758			515,551
H.J. Heinz Co.D		6,304			363,615
Hershey Co. (The)		3,016			217,815
Hormel Foods CorporationD		2,583			80,615
J.M. Smucker Co. (The)D		2,154			185,761
Kellogg Co.		4,893			273,274
Kimberly-Clark Corporation		7,774			656,359
Kraft Foods Group, Inc.		11,649			529,680
Kroger Co. (The)		10,136			263,739
McCormick & Co., Inc. (Non-Voting Shares)D		2,614			166,067
Mead Johnson Nutrition Co.		4,010			264,219
Mondelez International, Inc. Class A		34,947			890,100
Monster Beverage Corporation*		3,034			160,438

See Notes to Financial Statements. 171

	Shares		Value
PepsiCo, Inc.		30,487		$	2,086,225
Procter & Gamble Co. (The)		54,058			3,669,998
Safeway, Inc.D		4,601			83,232
Sysco Corporation		11,551			365,705
Tyson Foods, Inc. Class A		5,763			111,802
Walgreen Co.		16,877			624,618
Whole Foods Market, Inc.		3,382			308,878
					18,008,167
Energy — 10.6%
Anadarko Petroleum Corporation		9,967			740,648
Apache Corporation		7,823			614,105
Baker Hughes, Inc.		8,649			353,225
Cabot Oil & Gas Corporation		4,131			205,476
Cameron International Corporation*		4,844			273,492
Chesapeake Energy CorporationD		10,216			169,790
Chevron Corporation		38,735			4,188,803
ConocoPhillips		24,120			1,398,719
CONSOL Energy, Inc.D		4,506			144,643
Denbury Resources, Inc.D*		7,628			123,573
Devon Energy Corporation		7,401			385,148
Diamond Offshore Drilling, Inc.D		1,404			95,416
EOG Resources, Inc.		5,397			651,904
EQT Corporation		2,957			174,404
Exterran Holdings, Inc.*		13			285
Exxon Mobil Corporation		90,153			7,802,742
First Solar, Inc.D*		1,151			35,543
FMC Technologies, Inc.*		4,713			201,858
Halliburton Co.		18,597			645,130
Helmerich & Payne, Inc.D		2,051			114,876
Hess Corporation		5,880			311,405
Kinder Morgan, Inc.		12,458			440,141
Marathon Oil Corporation		13,870			425,254
Marathon Petroleum Corporation		6,708			422,604
Murphy Oil CorporationD		3,618			215,452
National Oilwell Varco, Inc.		8,392			573,593
Newfield Exploration Co.*		2,688			71,985
Noble Energy, Inc.		3,495			355,581
Occidental Petroleum Corporation		16,003			1,225,990
Peabody Energy Corporation		5,193			138,186
Phillips 66		12,343			655,413
Pioneer Natural Resources Co.		2,421			258,054
QEP Resources, Inc.		3,559			107,731
Range Resources CorporationD		3,196			200,805
Schlumberger, Ltd.		26,239			1,818,100
Southwestern Energy Co.*		6,850			228,858
Spectra Energy CorporationD		13,299			364,127
Tesoro CorporationD		2,765			121,798
Valero Energy Corporation		10,857			370,441
Williams Cos., Inc. (The)		13,274			434,591
WPX Energy, Inc.D*		4,056			60,353
					27,120,242
Financial Services — 16.2%
Aflac, Inc.		9,222			489,873
Allstate Corporation (The)		9,551			383,664
American Express Co.		19,239			1,105,858

	Shares		Value
American International Group, Inc.*		29,119		$	1,027,901
American Tower Corporation REIT		7,778			601,006
Ameriprise Financial, Inc.		4,026			252,148
Apartment Investment & Management Co. Class A REIT		2,872			77,716
Assurant, Inc.		1,564			54,271
AvalonBay Communities, Inc. REIT		2,286			309,959
Bank of America Corporation		213,416			2,475,626
Bank of New York Mellon Corporation (The)D		23,296			598,707
BB&T Corporation		13,746			400,146
Berkshire Hathaway, Inc. Class B*		36,070			3,235,479
BlackRock, Inc.		2,472			510,987
Boston Properties, Inc. REIT		2,966			313,832
Capital One Financial Corporation		11,437			662,545
CBRE Group, Inc. Class A*		5,931			118,027
Charles Schwab Corporation (The)D		21,602			310,205
Chubb Corporation (The)		5,228			393,773
Cincinnati Financial CorporationD		2,882			112,859
Citigroup, Inc.		58,075			2,297,447
CME Group, Inc.		6,019			305,223
Comerica, Inc.		3,797			115,201
Discover Financial Services		9,892			381,337
Dun & Bradstreet Corporation (The)D		881			69,291
E*TRADE Financial CorporationD*		4,860			43,497
Equifax, Inc.		2,346			126,966
Equity Residential REIT		6,311			357,644
Fidelity National Information Services, Inc.		4,926			171,474
Fifth Third Bancorp		18,067			274,438
First Horizon National CorporationD		5,011			49,659
First Horizon National Corporation Placeholder Shares+*		271,852			—
Fiserv, Inc.D*		2,674			211,326
Franklin Resources, Inc.		2,727			342,784
Genworth Financial, Inc. Class A*		9,789			73,515
Goldman Sachs Group, Inc. (The)		8,778			1,119,722
Hartford Financial Services Group, Inc.		8,562			192,131
HCP, Inc. REIT		8,910			402,554
Health Care REIT, Inc.D		5,181			317,543
Host Hotels & Resorts, Inc. REIT		14,223			222,874
Hudson City Bancorp, Inc.		9,338			75,918
Huntington Bancshares, Inc.		17,141			109,531
IntercontinentalExchange, Inc.*		1,449			179,401
JPMorgan Chase & Co.		75,061			3,300,432
KeyCorp		18,690			157,370
Kimco Realty Corporation REITD		8,068			155,874
Legg Mason, Inc.		2,303			59,233

172 See Notes to Financial Statements.

EQUITY INDEX FUND

SCHEDULE OF INVESTMENTS (Continued)

	Shares		Value
Leucadia National CorporationD		4,008		$	95,350
Lincoln National CorporationD		5,427			140,559
Loews Corporation		6,157			250,898
M&T Bank CorporationD		2,457			241,941
Marsh & McLennan Cos., Inc.		10,712			369,243
Mastercard, Inc. Class A		2,113			1,038,075
MetLife, Inc.		21,675			713,974
Moody’s CorporationD		3,806			191,518
Morgan Stanley		27,238			520,791
NASDAQ OMX Group, Inc. (The)		2,287			57,198
Northern Trust Corporation		4,250			213,180
NYSE Euronext		4,832			152,401
People’s United Financial, Inc.		7,109			85,948
Plum Creek Timber Co., Inc. REITD		3,212			142,516
PNC Financial Services Group, Inc.		10,418			607,474
Principal Financial Group, Inc.D		5,459			155,691
Progressive Corporation (The)D		11,027			232,670
Prologis, Inc. REIT		9,070			330,964
Prudential Financial, Inc.		9,176			489,356
Public Storage REIT		2,836			411,107
Regions Financial Corporation		27,819			198,071
Simon Property Group, Inc. REIT		6,143			971,147
SLM Corporation		9,277			158,915
State Street Corporation		9,212			433,056
SunTrust Banks, Inc.		10,592			300,283
T Rowe Price Group, Inc.		4,978			324,217
Torchmark Corporation		1,902			98,276
Total System Services, Inc.		3,083			66,038
Travelers Cos., Inc. (The)		7,588			544,970
Unum Group		5,644			117,508
US Bancorp		37,146			1,186,443
Ventas, Inc. REIT		5,813			376,217
Visa, Inc. Class A		10,291			1,559,910
Vornado Realty Trust REIT		3,326			266,346
Wells Fargo & Co.		96,815			3,309,137
Western Union Co. (The)		11,846			161,224
Weyerhaeuser Co. REIT		10,944			304,462
Zions Bancorporation		3,603			77,104
					41,441,145
Healthcare — 11.3%
Abbott Laboratories		31,269			2,048,120
Aetna, Inc.D		6,578			304,561
Alexion Pharmaceuticals, Inc.*		3,801			356,572
Allergan, Inc.		6,055			555,425
AmerisourceBergen Corporation		4,646			200,614
Amgen, Inc.		15,179			1,310,251
Baxter International, Inc.		10,924			728,194
Becton, Dickinson and Co.		3,918			306,348
Biogen Idec, Inc.*		4,720			692,282
Boston Scientific Corporation*		26,615			152,504
Bristol-Myers Squibb Co.		32,664			1,064,520
C.R. Bard, Inc.		1,531			149,640
Cardinal Health, Inc.		6,730			277,141
CareFusion Corporation*		4,289			122,580
Celgene Corporation*		8,363			658,335
Cerner Corporation*		2,862			222,206
Cigna Corporation		5,674			303,332

	Shares		Value
Conventry Health Care, Inc.		2,634		$	118,082
DaVita HealthCare Partners, Inc.*		1,676			185,248
DENTSPLY International, Inc.D		2,837			112,374
Edwards Lifesciences CorporationD*		2,277			205,317
Eli Lilly & Co.		20,309			1,001,640
Express Scripts Holding Co.*		16,150			872,100
Forest Laboratories, Inc.*		4,602			162,543
Gilead Sciences, Inc.*		15,031			1,104,027
Hospira, Inc.*		3,221			100,624
Humana, Inc.		3,189			218,861
Intuitive Surgical, Inc.*		786			385,431
Johnson & Johnson		54,758			3,838,536
Laboratory Corporation of America Holdings*		1,887			163,452
Life Technologies CorporationD*		3,431			168,394
McKesson Corporation		4,646			450,476
Medtronic, Inc.		20,085			823,887
Merck & Co., Inc.		60,059			2,458,816
Mylan, Inc.*		7,996			219,730
Patterson Cos., Inc.D		1,684			57,643
PerkinElmer, Inc.		2,326			73,827
Pfizer, Inc.		145,592			3,651,447
Quest Diagnostics, Inc.D		3,123			181,977
St. Jude Medical, Inc.D		6,178			223,273
Stryker Corporation		5,690			311,926
Tenet Healthcare CorporationD*		2,046			66,434
Thermo Fisher Scientific, Inc.		7,195			458,897
UnitedHealth Group, Inc.		20,150			1,092,936
Varian Medical Systems, Inc.D*		2,193			154,036
WellPoint, Inc.		5,992			365,033
Zimmer Holdings, Inc.		3,438			229,177
					28,908,769
Materials & Processing — 3.8%
Air Products & Chemicals, Inc.		4,170			350,363
Airgas, Inc.D		1,340			122,329
Alcoa, Inc.D		21,087			183,035
Allegheny Technologies, Inc.		2,039			61,904
Ball CorporationD		3,080			137,830
Bemis Co., Inc.D		1,966			65,782
CF Industries Holdings, Inc.		1,234			250,700
Cliffs Natural Resources, Inc.D		2,836			109,356
Dow Chemical Co. (The)		23,901			772,480
E.I. du Pont de Nemours & Co.		18,546			834,014
Eastman Chemical Co.		3,013			205,035
Ecolab, Inc.		5,185			372,802
Fastenal Co.D		5,306			247,737
FMC Corporation		2,705			158,297
Freeport-McMoRan Copper & Gold, Inc.		18,702			639,608
International Flavors & Fragrances, Inc.D		1,618			107,662
International Paper Co.		8,611			343,062
Masco CorporationD		6,879			114,604
MeadWestvaco Corporation		3,413			108,772
Monsanto Co.		10,619			1,005,088
Mosaic Co. (The)		5,443			308,237
Newmont Mining Corporation		9,772			453,812
Nucor CorporationD		6,273			270,868
Owens-Illinois, Inc.*		3,309			70,382
PPG Industries, Inc.		3,006			406,862

See Notes to Financial Statements. 173

	Shares		Value
Praxair, Inc.		5,873		$	642,800
Precision Castparts Corporation		2,863			542,310
Sealed Air CorporationD		4,014			70,285
Sherwin-Williams Co. (The)		1,678			258,110
Sigma-Aldrich Corporation		2,400			176,592
Titanium Metals Corporation		1,357			22,404
United States Steel CorporationD		2,762			65,929
Vulcan Materials Co.		2,596			135,122
					9,614,173
Producer Durables — 9.6%
3M Co.		12,633			1,172,974
ADT Corporation (The)		4,527			210,460
Agilent Technologies, Inc.		6,857			280,726
Automatic Data Processing, Inc.		9,534			543,533
Avery Dennison Corporation		1,980			69,142
Boeing Co. (The)		13,460			1,014,346
C.H. Robinson Worldwide, Inc.D		3,211			202,999
Caterpillar, Inc.		12,985			1,163,196
Cintas CorporationD		2,141			87,567
CSX Corporation		20,476			403,991
Cummins, Inc.		3,487			377,816
Danaher Corporation		11,500			642,850
Deere & Co.		7,712			666,471
Dover Corporation		3,599			236,490
Emerson Electric Co.		14,328			758,811
Expeditors International of Washington, Inc.		4,201			166,150
FedEx Corporation		5,741			526,565
FLIR Systems, Inc.		3,049			68,023
Flowserve Corporation		1,008			147,974
Fluor Corporation		3,302			193,959
General Dynamics Corporation		6,535			452,679
General Electric Co.		207,462			4,354,627
Honeywell International, Inc.		15,535			986,006
Illinois Tool Works, Inc.		8,495			516,581
Iron Mountain, Inc.		3,234			100,416
Jacobs Engineering Group, Inc.*		2,559			108,937
Joy Global, Inc.D		2,090			133,300
L-3 Communications Holdings, Inc.		1,883			144,275
Lockheed Martin Corporation		5,313			490,337
Norfolk Southern Corporation		6,292			389,097
Northrop Grumman CorporationD		4,844			327,358
PACCAR, Inc.		6,910			312,401
Pall CorporationD		2,134			128,595
Parker Hannifin Corporation		2,959			251,693
Paychex, Inc.		6,346			197,614
Pitney Bowes, Inc.D		4,372			46,518
Quanta Services, Inc.*		4,125			112,571
Raytheon Co.		6,551			377,076
Republic Services, Inc.		5,896			172,930
Robert Half International, Inc.D		2,799			89,064
Rockwell Automation, Inc.		2,758			231,644
Rockwell Collins, Inc.D		2,786			162,062
Roper Industries, Inc.		1,929			215,045
Ryder System, Inc.		987			49,281
Southwest Airlines Co.		14,624			149,750
Stanley Black & Decker, Inc.D		3,310			244,841
Stericycle, Inc.*		1,699			158,466

	Shares		Value
Textron, Inc.D		5,535		$	137,213
Union Pacific Corporation		9,306			1,169,950
United Parcel Service, Inc. Class B		14,152			1,043,427
United Technologies Corporation		16,625			1,363,416
W.W. Grainger, Inc.		1,176			237,987
Waste Management, Inc.D		8,575			289,321
Waters CorporationD*		1,722			150,021
Xerox Corporation		25,524			174,074
Xylem, Inc.		3,570			96,747
					24,499,363
Technology — 16.3%
Adobe Systems, Inc.*		9,700			365,496
Advanced Micro Devices, Inc.D*		12,208			29,299
Akamai Technologies, Inc.D*		3,491			142,817
Altera Corporation		6,324			217,799
Amphenol Corporation Class A		3,142			203,287
Analog Devices, Inc.D		5,897			248,028
Apple, Inc.		18,600			9,914,358
Applied Materials, Inc.		23,449			268,257
Autodesk, Inc.*		4,499			159,040
BMC Software, Inc.D*		2,882			114,300
Broadcom Corporation Class A*		10,429			346,347
CA, Inc.		6,776			148,936
Cisco Systems, Inc.		104,985			2,062,955
Citrix Systems, Inc.*		3,680			241,960
Cognizant Technology Solutions Corporation Class A*		5,898			436,747
Computer Sciences Corporation		3,120			124,956
Corning, Inc.		29,121			367,507
Crown Castle International Corporation*		5,786			417,518
Dell, Inc.D		28,806			291,805
Electronic Arts, Inc.D*		6,387			92,803
EMC Corporation*		41,714			1,055,364
F5 Networks, Inc.*		1,535			149,125
Google, Inc. Class A*		5,262			3,732,705
Harris CorporationD		2,245			109,915
Hewlett-Packard Co.		38,715			551,689
Intel Corporation		98,412			2,030,240
International Business Machines Corporation		20,999			4,022,358
Intuit, Inc.D		5,588			332,486
Jabil Circuit, Inc.		3,722			71,797
JDS Uniphase CorporationD*		4,745			64,247
Juniper Networks, Inc.*		10,243			201,480
KLA-Tencor Corporation		3,331			159,089
Lam Research Corporation*		3,319			119,915
Linear Technology CorporationD		4,548			155,996
LSI Corporation*		10,894			77,130
Microchip Technology, Inc.		3,818			124,429
Micron Technology, Inc.*		20,027			127,171
Microsoft Corporation		149,740			4,002,550
Molex, Inc.D		2,666			72,862
Motorola Solutions, Inc.		5,635			313,757
NetApp, Inc.*		7,153			239,983
NVIDIA Corporation		12,198			149,913
Oracle Corporation		74,302			2,475,743
QUALCOMM, Inc.		33,634			2,085,981
Red Hat, Inc.*		3,798			201,142

174 See Notes to Financial Statements.

EQUITY INDEX FUND

SCHEDULE OF INVESTMENTS (Continued)

	Shares		Value
SAIC, Inc.D		5,715		$	64,694
Salesforce.com, Inc.*		2,590			435,379
SanDisk Corporation*		4,756			207,171
Symantec Corporation*		13,868			260,857
Teradata Corporation*		3,319			205,413
Teradyne, Inc.D*		3,577			60,416
Texas Instruments, Inc.		22,417			693,582
VeriSign, Inc.D*		3,080			119,566
Western Digital Corporation		4,331			184,024
Xilinx, Inc.		5,102			183,162
Yahoo!, Inc.*		20,525			408,447
					41,643,993
Utilities — 6.2%
AES Corporation (The)		12,164			130,155
AGL Resources, Inc.D		2,368			94,649
Ameren Corporation		4,802			147,517
American Electric Power Co., Inc.		9,542			407,253
AT&T, Inc.		112,478			3,791,633
CenterPoint Energy, Inc.		8,410			161,893
CenturyLink, Inc.D		12,273			480,120
CMS Energy CorporationD		5,209			126,995
Consolidated Edison, Inc.		5,767			320,299
Dominion Resources, Inc.D		11,501			595,752
DTE Energy Co.		3,385			203,269
Duke Energy CorporationD		14,038			895,624
Edison InternationalD		6,420			290,120
Entergy Corporation		3,496			222,870
Exelon Corporation		16,804			499,751
FirstEnergy CorporationD		8,233			343,810
Frontier Communications CorporationD		19,145			81,941
Integrys Energy Group, Inc.D		1,533			80,053
MetroPCS Com- munications, Inc.*		6,080			60,435
NextEra Energy, Inc.		8,325			576,007
NiSource, Inc.		6,109			152,053
Northeast Utilities		6,170			241,124
NRG Energy, Inc.		6,347			145,918
ONEOK, Inc.		4,001			171,043
Pepco Holdings, Inc.D		4,584			89,892
PG&E Corporation		8,683			348,883
Pinnacle West Capital Corporation		2,190			111,646
PPL CorporationD		11,421			326,983
Public Service Enterprise Group, Inc.		9,958			304,715
SCANA CorporationD		2,585			117,979
Sempra Energy		4,432			314,406
Southern Co. (The)D		17,203			736,460
Sprint Nextel Corporation*		59,083			335,001
TECO Energy, Inc.D		3,986			66,805
Verizon Communications, Inc.		56,377			2,439,433
Windstream CorporationD		11,506			95,270
Wisconsin Energy Corporation		4,484			165,235
Xcel Energy, Inc.		9,584			255,989
					15,928,981
Total Common Stocks (Cost $179,875,755)					239,995,596

	Shares		Value
FOREIGN COMMON STOCKS — 2.2%
Bermuda — 0.1%
Invesco, Ltd.		8,786		$	229,227
Nabors Industries, Ltd.*		5,841			84,402
					313,629
Ireland — 1.0%
Accenture PLC Class A		12,654			841,491
Covidien PLC		9,278			535,712
Eaton Corporation PLCD		9,086			492,461
Ingersoll-Rand PLC		5,645			270,734
Seagate Technology PLCD		6,635			202,235
XL Group PLC		5,999			150,335
					2,492,968
Netherlands — 0.2%
LyondellBasell Industries NV Class A		7,485			427,318
Switzerland — 0.6%
ACE, Ltd.		6,677			532,825
Garmin, Ltd.D*		2,153			87,885
Noble Corporation		4,972			173,125
Pentair, Ltd.		4,124			202,695
TE Connectivity, Ltd.		8,440			313,293
Tyco International, Ltd.		9,397			274,862
					1,584,685
United Kingdom — 0.3%
Aon PLC		6,338			352,393
Ensco PLC Class A		4,564			270,554
Rowan Cos. PLC Class A*		2,445			76,455
					699,402
Total Foreign Common Stocks (Cost $4,839,431)					5,518,002
RIGHTS/WARRANTS — 0.0%
American International Group, Inc. Fractional Warrants+* (Cost $0)		65,600			—
MONEY MARKET FUNDS — 11.0%
GuideStone Money Market Fund (GS4 Class)D		8,429,650			8,429,650
Northern Institutional Liquid Assets Portfolio§		19,621,368			19,621,368
Total Money Market Funds (Cost $28,051,018)					28,051,018
	Par
U.S. TREASURY OBLIGATION — 0.2%
U.S. Treasury Bill 0.14%, 04/25/13‡‡ (Cost $534,771)	$	535,000			534,878
TOTAL INVESTMENTS — 107.4%
(Cost $213,300,975)					274,099,494
Liabilities in Excess of Other Assets - (7.4)%					(18,836,813	)
NET ASSETS — 100.0%				$	255,262,681

See Notes to Financial Statements. 175

PORTFOLIO SUMMARY (based on net assets)

	%
Technology		16.3
Financial Services		16.2
Consumer Discretionary		12.9
Healthcare		11.3
Money Market Funds		11.0
Energy		10.6
Producer Durables		9.6
Consumer Staples		7.1
Utilities		6.2
Materials & Processing		3.8
Futures Contracts		3.8
Foreign Common Stocks		2.2
U.S. Treasury Obligation		0.2
Rights/Warrants		—	**
		111.2

** Rounds to less than 0.005%.

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value			Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Common Stocks		$	239,995,596		$	239,995,596		$	—		$	—
Foreign Common Stocks			5,518,002			5,518,002			—			—
Money Market Funds			28,051,018			28,051,018			—			—
Rights/Warrants			—			—			—			—
U.S. Treasury Obligation			534,878			—			534,878			—
Total Assets - Investments in Securities		$	274,099,494		$	273,564,616		$	534,878		$	—
Other Financial Instruments***
Futures Contracts		$	36,495		$	36,495		$	—		$	—
Total Assets - Other Financial Instruments		$	36,495		$	36,495		$	—		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

There were no transfers between Level 1 and Level 2 during the year ended December 31, 2012.

176 See Notes to Financial Statements.

Real Estate Securities Fund

The Fund provided exposure to real estate by investing in public real estate securities with strong cash flow growth potential that provided the capacity for sustained dividend increases. The Fund was diversified among property sectors and geographical locations. The Fund became a registered mutual fund on December 29, 2006, but prior to that, it was offered as a private fund from 2000 to 2006.

In the face of economic uncertainty and broad market volatility, U.S. real estate investment trusts (“REITs”) outperformed the broader equity market in 2012 as real estate fundamentals remained solid, driven by the same low supply, low interest rates and moderate economic growth REITs have enjoyed for the last several years. The Fund performed in-line with its benchmark, the Dow Jones U.S. Select Real Estate Securities Index^SM, (17.09% versus 17.09%) in 2012 as solid stock selection drove performance while sector allocation had a minimal impact. Stock selection was strongest in hotel, office, apartment and storage sectors. Positive relative performance in these areas was somewhat offset by unfavorable stock selection in the retail and industrial sectors. Sector allocation provided a neutral effect on performance during the year as an overweight to the regional mall sector and underweight to the office sector was offset by an underweight to the industrial sector.

This Fund may be suitable for investors who seek the potential for current income and long-term capital appreciation. Investors should be willing to accept significant short-term fluctuations in account value and want to diversify their portfolio through exposure to publicly traded real estate securities.

This Fund invests substantial assets in REITs that involve equity market risks as well as risks linked directly to the real estate market. Risks include declines in the value of real estate, general and economic conditions, changes in the value of the underlying property and defaults by borrowers. The value of assets in the real estate industry may go through cycles of relative underperformance and outperformance in comparison to equity securities markets in general.

Please see page 179 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

177

Real Estate Securities Fund

Average Annual Total Returns as of 12/31/12
	GS4 Class*	Benchmark**
One Year	17.09%	17.09%
Five Year	5.07%	4.92%
Since Inception	1.25%	0.81%
Inception Date	12/29/06
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	1.14%

⁽¹⁾Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph compares the results of a hypothetical $10,000 investment in the GS4 Class of the Fund since December 29, 2006 (commencement of operations), with all dividends and capital gains reinvested, with the Dow Jones Wilshire Real Estate Securities Index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**The Dow Jones U.S. Select Real Estate Securities Index^SM is an unmanaged, broad-based, market capitalization-weighted index comprised of publicly traded REITs and real estate operating companies, not including special purpose or healthcare REITs. It is comprised of major companies engaged in the equity ownership and operation of commercial real estate. Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

178

REAL ESTATE SECURITIES FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Shares		Value
COMMON STOCKS — 96.9%
Financial Services — 96.9%
Acadia Realty Trust REITD		90,455		$	2,268,611
Alexander’s, Inc. REITD		4,145			1,371,166
American Campus Communities, Inc. REIT		97,707			4,507,224
Apartment Investment & Management Co. Class A REIT		31,683			857,342
AvalonBay Communities, Inc. REIT		16,609			2,252,014
Boston Properties, Inc. REIT		59,689			6,315,693
BRE Properties, Inc. REIT		44,697			2,271,948
Camden Property Trust REIT		83,511			5,696,285
Chesapeake Lodging Trust REITD		58,788			1,227,494
Colonial Properties Trust REITD		124,800			2,666,976
CubeSmart REITD		263,896			3,844,965
DDR Corporation REITD		189,665			2,970,154
DiamondRock Hospitality Co. REIT		226,145			2,035,305
Digital Realty Trust, Inc. REITD		7,606			516,371
Douglas Emmett, Inc. REITD		246,714			5,748,436
Duke Realty Corporation REITD		334,517			4,639,751
DuPont Fabros Technology, Inc. REITD		215,142			5,197,831
Education Realty Trust, Inc. REIT		43,454			462,351
Equity Residential REIT		183,871			10,419,970
Essex Property Trust, Inc. REIT		21,604			3,168,227
Extra Space Storage, Inc. REIT		99,836			3,633,032
Federal Realty Investment Trust REIT		52,446			5,455,433
Glimcher Realty Trust REITD		401,842			4,456,428
Health Care REIT, Inc.D		182,556			11,188,857
Healthcare Realty Trust, Inc. REITD		194,203			4,662,814
Healthcare Trust of America, Inc. Class A REITD		30,671			303,643
Home Properties, Inc. REITD		24,984			1,531,769
LaSalle Hotel Properties REIT		94,202			2,391,789
Pebblebrook Hotel Trust REITD		86,672			2,002,123
Pennsylvania Real Estate Investment Trust REIT		29,675			523,467
Post Properties, Inc. REITD		79,349			3,963,483
Prologis, Inc. REITD		133,804			4,882,508
PS Business Parks, Inc. REIT		21,293			1,383,619
Public Storage REIT		42,606			6,176,166
Regency Centers Corporation REIT		91,102			4,292,726

	Shares		Value
Silver Bay Realty Trust Corporation REITD*		49,718		$	936,190
Simon Property Group, Inc. REIT		161,645			25,554,458
SL Green Realty Corporation REITD		72,810			5,580,886
Strategic Hotels & Resorts, Inc. REITD*		240,680			1,540,352
Sunstone Hotel Investors, Inc. REIT*		247,751			2,653,413
Taubman Centers, Inc. REIT		51,671			4,067,541
UDR, Inc. REIT		6,429			152,882
Ventas, Inc. REIT		139,968			9,058,729
Vornado Realty Trust REIT		103,539			8,291,403
Washington Real Estate Investment Trust REITD		77,880			2,036,562
					185,158,387
Total Common Stocks (Cost $164,699,932)					185,158,387
MONEY MARKET FUNDS — 21.5%
GuideStone Money Market Fund (GS4 Class)¥		4,949,171			4,949,171
Northern Institutional Liquid Assets Portfolio§		36,159,270			36,159,270
Total Money Market Funds (Cost $41,108,441)					41,108,441
TOTAL INVESTMENTS — 118.4% (Cost $205,808,373)					226,266,828
Liabilities in Excess of Other Assets — (18.4)%					(35,118,657	)
NET ASSETS — 100.0%				$	191,148,171

PORTFOLIO SUMMARY (based on net assets)

	%
Financial Services		96.9
Money Market Funds		21.5
Futures Contracts		2.9
		121.3

See Notes to Financial Statements. 179

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value			Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Common Stocks		$	185,158,387		$	185,158,387		$	—		$	—
Money Market Funds			41,108,441			41,108,441			—			—
Total Assets - Investments in Securities		$	226,266,828		$	226,266,828		$	—		$	—
Other Financial Instruments***
Futures Contracts		$	90,761		$	90,761		$	—		$	—
Total Assets - Other Financial Instruments		$	90,761		$	90,761		$	—		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

180 See Notes to Financial Statements.

Value Equity Fund

Familiar themes such as the sovereign debt crisis in Europe, recession fears and moderating growth expectations in China continued to dominate headlines during 2012. In the U.S., the elections in November resulted in a similar polarized and gridlocked government that was finally able to strike a tax deal to avoid the “fiscal cliff” at the end of the year. Despite all of the political and economic turmoil, U.S. consumer confidence and housing improved, China’s economy bounced back and accommodating monetary policies were announced in Europe. The S&P 500^® Index posted an impressive 16.00% return for 2012, while the broader U.S. market, as measured by the Russell 3000^® Index, gained 16.42% for the same period.

From a sector perspective, performance was unanimously in positive territory as all sectors within the Russell 3000^® Index advanced during the year. Six of nine sectors posted double-digit gains with the best performance coming from the financial services and consumer discretionary sectors. The weakest performers were the energy and utilities sectors which still experienced solid single-digit gains for the year.

In terms of the underlying dynamics of equity market performance, companies with lower quality and higher price-to-earnings characteristics generally outperformed during the year. Regarding market capitalization, large-cap companies slightly outpaced their small-cap counterparts as the Russell 1000^® Index posted a one-year return of 16.42%, while the Russell 2000^® Index returned 16.35%, respectively. Style differentiation was evident as value-oriented stocks outperformed growth-oriented stocks across all market capitalization segments. In the large capitalization segment, the Russell 1000^® Value Index outpaced the Russell 1000^® Growth Index, posting one-year returns of 17.51% and 15.26%, respectively.

The Fund invested in a diversified portfolio of large- and medium-sized U.S. companies whose stocks were considered to be attractive from a valuation perspective. The GS4 Class of the Fund posted double-digit positive performance but slightly underperformed its benchmark, the Russell 1000^® Value Index, for the one-year period ended December 31, 2012 (17.20% versus 17.51%). Security selection to the consumer discretionary sector detracted from benchmark-relative returns, while security selection to the financials sector contributed to benchmark-relative performance for the year.

This Fund may be suitable for investors who seek higher, long-term rates of return, can accept significant short-term fluctuations in account value and want to diversify their portfolio by adding a potentially higher return, higher risk option of value stocks. This Fund is subject to value investing risk. This involves the risk that an investment in companies whose securities are believed to be undervalued, relative to their underlying profitability, will not appreciate in value as anticipated.

Please see page 185 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

181

Value Equity Fund

Average Annual Total Returns as of 12/31/12
	GS2 Class*	GS4 Class*	Benchmark**
One Year	17.47%	17.20%	17.51%
Five Year	0.65%	0.46%	0.59%
Ten Year	7.23%	7.04%	7.38%
Inception Date	08/27/01	08/27/01
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	0.68%	0.91%

⁽¹⁾Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph compares the results of a hypothetical $10,000 investment in the GS4 Class of the Fund for the 10 year period from December 31, 2002 to December 31, 2012, with all dividends and capital gains reinvested, with the Russell 1000^® Value Index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**The Russell 1000^® Value Index is a large-cap index consisting of those Russell 1000^® Index securities with a less-than-average growth orientation. Companies in this index tend to exhibit lower price-to-book and price-to-earnings ratios, higher dividend yields and lower forecasted growth values than the growth universe.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

182

VALUE EQUITY FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Shares		Value
COMMON STOCKS — 91.3%
Consumer Discretionary — 9.3%
Apollo Group, Inc. Class AD*		87,600		$	1,832,592
Carnival CorporationD		266,277			9,791,005
CBS Corporation Class B		92,161			3,506,726
Comcast Corporation Class A		424,338			15,861,754
Dana Holding Corporation		321,700			5,021,737
Dillard’s, Inc. Class AD		15,900			1,331,943
DIRECTV*		75,900			3,807,144
Ford Motor Co.D		138,741			1,796,696
GameStop Corporation Class AD		92,200			2,313,298
Gap, Inc. (The)		294,200			9,131,968
General Motors Co.D*		100,999			2,911,801
Home Depot, Inc. (The)		141,600			8,757,960
Johnson Controls, Inc.		25,491			782,574
Lear Corporation		34,400			1,611,296
Lennar Corporation Class AD		181,851			7,032,178
Lowe’s Cos., Inc.		36,303			1,289,483
News Corporation Class A		107,984			2,757,911
Target Corporation		169,846			10,049,788
Time Warner, Inc.		125,084			5,982,768
TJX Cos., Inc.		30,600			1,298,970
Wal-Mart Stores, Inc.		13,094			893,404
Walt Disney Co. (The)		41,933			2,087,844
Whirlpool CorporationD		38,100			3,876,675
Wyndham Worldwide Corporation		48,000			2,554,080
					106,281,595
Consumer Staples — 5.6%
Archer-Daniels-Midland Co.		97,097			2,659,487
Colgate-Palmolive Co.		1,453			151,897
CVS Caremark Corporation		156,485			7,566,050
Dean Foods Co.*		79,300			1,309,243
Energizer Holdings, Inc.D		59,500			4,758,810
General Mills, Inc.		5,252			212,233
Kellogg Co.		445			24,853
Kimberly-Clark Corporation		1,563			131,964
Kraft Foods Group, Inc.		20,564			935,045
Kroger Co. (The)D		142,400			3,705,248
Mondelez International, Inc. Class A		254,476			6,481,504
PepsiCo, Inc.		65,200			4,461,636
Procter & Gamble Co. (The)		94,326			6,403,792
Sysco CorporationD		230,418			7,295,034
Tyson Foods, Inc. Class A		58,600			1,136,840
Walgreen Co.D		463,356			17,148,805
					64,382,441
Energy — 12.8%
Anadarko Petroleum Corporation		18,517			1,375,998
Apache Corporation		14,450			1,134,325
Baker Hughes, Inc.		162,036			6,617,550
Chevron Corporation		269,439			29,137,134
ConocoPhillips		310,886			18,028,279
Devon Energy Corporation		83,158			4,327,542
Exxon Mobil Corporation		386,986			33,493,638
First Solar, Inc.D*		48,200			1,488,416
Halliburton Co.		23,559			817,262
Hess Corporation		11,409			604,221
HollyFrontier Corporation		96,000			4,468,800
Marathon Oil Corporation		234,935			7,203,107

	Shares		Value
Marathon Petroleum Corporation		85,500		$	5,386,500
Murphy Oil CorporationD		79,600			4,740,180
National Oilwell Varco, Inc.		12,040			822,934
Occidental Petroleum Corporation		151,169			11,581,057
Phillips 66		54,896			2,914,978
Spectra Energy CorporationD		24,468			669,934
Tesoro Corporation		46,400			2,043,920
Valero Energy Corporation		270,300			9,222,636
Western Refining, Inc.D		51,200			1,443,328
					147,521,739
Financial Services — 22.4%
Aflac, Inc.D		62,725			3,331,952
Allstate Corporation (The)		128,084			5,145,134
American Express Co.		328,698			18,893,561
American International Group, Inc.*		24,160			852,848
Ameriprise Financial, Inc.D		147,900			9,262,977
Assurant, Inc.		85,800			2,977,260
Bank of America Corporation		1,309,138			15,186,001
Bank of New York Mellon Corporation (The)D		44,108			1,133,576
BB&T Corporation		26,182			762,158
Berkshire Hathaway, Inc. Class B*		66,054			5,925,044
BlackRock, Inc.		2,215			457,863
Capital One Financial Corporation		214,733			12,439,483
Charles Schwab Corporation (The)D		40,278			578,392
Chubb Corporation (The)		10,121			762,314
Citigroup, Inc.		691,589			27,359,261
CME Group, Inc.		12,457			631,694
Discover Financial Services		143,685			5,539,057
Equity Residential REIT		11,102			629,150
Fifth Third Bancorp		322,100			4,892,699
Franklin Resources, Inc.		4,009			503,931
Goldman Sachs Group, Inc. (The)		72,551			9,254,605
Huntington Bancshares, Inc.		645,900			4,127,301
JPMorgan Chase & Co.		855,331			37,608,904
KeyCorp		477,800			4,023,076
Lender Processing Services, Inc.		49,100			1,208,842
Lincoln National CorporationD		53,400			1,383,060
Loews Corporation		11,680			475,960
Marsh & McLennan Cos., Inc.		4,263			146,946
MetLife, Inc.		31,466			1,036,490
Morgan Stanley		57,745			1,104,084
PNC Financial Services Group, Inc.		19,458			1,134,596
Prudential Financial, Inc.		17,123			913,170
Regions Financial Corporation		427,700			3,045,224
Simon Property Group, Inc. REIT		1,815			286,933
SLM Corporation		586,900			10,053,597
State Street CorporationD		339,764			15,972,306
SunTrust Banks, Inc.		48,100			1,363,635
Thomson Reuters CorporationD		13,889			403,614
Travelers Cos., Inc. (The)D		185,054			13,290,578
US Bancorp		178,071			5,687,588
Wells Fargo & Co.		810,146			27,690,790
					257,475,654

See Notes to Financial Statements. 183

	Shares		Value
Healthcare — 13.7%
Abbott Laboratories		3,077		$	201,544
Aetna, Inc.		117,324			5,432,101
Amgen, Inc.		19,500			1,683,240
Baxter International, Inc.		150,844			10,055,261
Becton, Dickinson and Co.D		538			42,066
Bristol-Myers Squibb Co.D		5,748			187,327
Cardinal Health, Inc.		201,951			8,316,342
Cigna Corporation		51,300			2,742,498
Eli Lilly & Co.		24,029			1,185,110
Hologic, Inc.D*		266,750			5,343,002
Humana, Inc.		59,100			4,056,033
Johnson & Johnson		271,074			19,002,287
McKesson Corporation		32,800			3,180,288
Medtronic, Inc.		393,029			16,122,050
Merck & Co., Inc.		173,182			7,090,071
Mylan, Inc.*		161,700			4,443,516
Pfizer, Inc.		1,433,212			35,944,957
Stryker Corporation		2,999			164,405
Thermo Fisher Scientific, Inc.		62,356			3,977,066
United Therapeutics CorporationD*		29,600			1,581,232
UnitedHealth Group, Inc.		295,203			16,011,811
WellPoint, Inc.D		174,580			10,635,414
					157,397,621
Materials & Processing — 1.9%
Air Products & Chemicals, Inc.		7,928			666,111
CF Industries Holdings, Inc.		20,900			4,246,044
Dow Chemical Co. (The)		44,263			1,430,580
E.I. du Pont de Nemours & Co.D		116,700			5,247,999
Freeport-McMoRan Copper & Gold, Inc.		35,056			1,198,915
Huntsman Corporation		167,000			2,655,300
MeadWestvaco Corporation		86,700			2,763,129
Mosaic Co. (The)		11,114			629,386
Newmont Mining Corporation		18,391			854,078
Sealed Air Corporation		128,200			2,244,782
Southern Copper CorporationD		1,484			56,184
					21,992,508
Producer Durables — 11.0%
3M Co.		2,630			244,196
ADT Corporation (The)		79,310			3,687,122
AGCO Corporation*		31,000			1,522,720
Boeing Co. (The)		2,694			203,020
CSX Corporation		12,665			249,880
Danaher Corporation		14,339			801,550
Delta Air Lines, Inc.*		163,300			1,938,371
Emerson Electric Co.D		176,357			9,339,867
FedEx Corporation		10,875			997,455
General Dynamics Corporation		38,008			2,632,814
General Electric Co.		1,611,724			33,830,087
Honeywell International, Inc.		269,400			17,098,818
Illinois Tool Works, Inc.D		172,931			10,515,934
Lockheed Martin Corporation		22,798			2,104,027
Norfolk Southern Corporation		12,203			754,634
Northrop Grumman CorporationD		75,023			5,070,054
Oshkosh Corporation*		47,000			1,393,550
Raytheon Co.D		197,188			11,350,141
Stanley Black & Decker, Inc.D		90,700			6,709,079
Terex CorporationD*		215,100			6,046,461
Textron, Inc.D		315,300			7,816,287

	Shares		Value
Union Pacific Corporation		13,500		$	1,697,220
Waste Management, Inc.D		17,355			585,558
					126,588,845
Technology — 7.1%
Adobe Systems, Inc.*		7,957			299,820
Applied Materials, Inc.		202,400			2,315,456
BMC Software, Inc.D*		32,800			1,300,848
Broadcom Corporation Class A*		7,883			261,794
CA, Inc.D		185,800			4,083,884
Cisco Systems, Inc.		740,179			14,544,517
Computer Sciences Corporation		35,400			1,417,770
Corning, Inc.		56,877			717,788
Dell, Inc.		273,465			2,770,201
Hewlett-Packard Co.		72,633			1,035,020
Intel Corporation		287,651			5,934,240
International Business Machines Corporation		42,500			8,140,875
Lam Research CorporationD*		60,500			2,185,865
Microsoft Corporation		475,200			12,702,096
Oracle Corporation		57,900			1,929,228
SAIC, Inc.		134,700			1,524,804
Symantec Corporation*		173,100			3,256,011
Texas Instruments, Inc.		390,558			12,083,864
Western Digital Corporation		84,800			3,603,152
Yahoo!, Inc.*		45,680			909,032
					81,016,265
Utilities — 7.5%
AES Corporation (The)		619,800			6,631,860
Ameren Corporation		117,900			3,621,888
American Electric Power Co., Inc.		192,656			8,222,558
AT&T, Inc.D		911,781			30,736,138
CenturyLink, Inc.		23,290			911,105
Consolidated Edison, Inc.		10,985			610,107
Dominion Resources, Inc.		21,059			1,090,856
DTE Energy Co.		30,400			1,825,520
Duke Energy CorporationD		26,085			1,664,223
Edison International		54,800			2,476,412
Entergy CorporationD		132,800			8,466,000
Exelon Corporation		31,265			929,821
FirstEnergy CorporationD		15,678			654,713
NextEra Energy, Inc.		15,338			1,061,236
NV Energy, Inc.D		123,700			2,243,918
PG&E Corporation		15,834			636,210
Public Service Enterprise Group, Inc.		131,469			4,022,951
Southern Co. (The)D		32,129			1,375,443
Verizon Communications, Inc.D		204,624			8,854,081
					86,035,040
Total Common Stocks (Cost $935,127,494)					1,048,691,708
FOREIGN COMMON STOCKS — 6.9%
Bermuda — 0.6%
Everest Re Group, Ltd.		38,900			4,277,055
Nabors Industries, Ltd.*		170,000			2,456,500
					6,733,555
Canada — 0.4%
Agrium, Inc.		37,300			3,726,643
Domtar Corporation		16,400			1,369,728
					5,096,371

184 See Notes to Financial Statements.

VALUE EQUITY FUND

SCHEDULE OF INVESTMENTS (Continued)

	Shares		Value
Cayman Islands — 0.1%
Herbalife, Ltd.D		20,500		$	675,270
France — 0.9%
Sanofi ADR		219,200			10,385,696
Guernsey — 0.1%
Amdocs, Ltd.		42,500			1,444,575
Ireland — 1.0%
Accenture PLC Class A		20,800			1,383,200
Covidien PLC		16,817			971,014
Warner Chilcott PLC Class A*		314,600			3,787,784
XL Group PLC		198,800			4,981,928
					11,123,926
Netherlands — 0.5%
LyondellBasell Industries NV Class A		11,156			636,896
Royal Dutch Shell PLC ADRD		81,100			5,591,845
					6,228,741
Switzerland — 1.5%
ACE, Ltd.		35,045			2,796,591
Allied World Assurance Company Holdings AGD		17,100			1,347,480
Pentair, Ltd.		40,039			1,967,917
TE Connectivity, Ltd.D		167,075			6,201,824
Tyco International, Ltd.		147,921			4,326,689
					16,640,501
United Kingdom — 1.8%
BP PLC ADRD		204,900			8,532,036
Ensco PLC Class AD		132,500			7,854,600
Vodafone Group PLC ADR		183,500			4,622,365
					21,009,001
Total Foreign Common Stocks (Cost $76,631,367)					79,337,636
MONEY MARKET FUNDS — 8.9%
GuideStone Money Market Fund (GS4 Class)¥		19,170,658			19,170,658
Northern Institutional Liquid Assets Portfolio§		83,136,798			83,136,798
Total Money Market Funds (Cost $102,307,456)					102,307,456
	Par
U.S. TREASURY OBLIGATION — 0.1%
U.S. Treasury Bill 0.14%, 04/25/13‡‡ (Cost $649,722)	$	650,000			649,852
TOTAL INVESTMENTS — 107.2% (Cost $1,114,716,039)					1,230,986,652
Liabilities in Excess of Other Assets — (7.2)%					(82,365,134	)
Net Assets — 100.0%				$	1,148,621,518

PORTFOLIO SUMMARY (based on net assets)

	%
Financial Services		22.4
Healthcare		13.7
Energy		12.8
Producer Durables		11.0
Consumer Discretionary		9.3
Money Market Funds		8.9
Utilities		7.5
Technology		7.1
Foreign Common Stocks		6.9
Consumer Staples		5.6
Materials & Processing		1.9
Futures Contracts		1.8
U.S. Treasury Obligation		0.1
		109.0

See Notes to Financial Statements. 185

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value			Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Common Stocks		$	1,048,691,708		$	1,048,691,708		$	—		$	—
Foreign Common Stocks			79,337,636			79,337,636			—			—
Money Market Funds			102,307,456			102,307,456			—			—
U.S. Treasury Obligation			649,852			—			649,852			—
Total Assets - Investments in Securities		$	1,230,986,652		$	1,230,336,800		$	649,852		$	—
Other Financial Instruments***
Futures Contracts		$	105,463		$	105,463		$	—		$	—
Total Assets - Other Financial Instruments		$	105,463		$	105,463		$	—		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

There were no transfers between Level 1 and Level 2 during the year ended December 31, 2012.

186 See Notes to Financial Statements.

Growth Equity Fund

Familiar themes such as the sovereign debt crisis in Europe, recession fears and moderating growth expectations in China continued to dominate headlines during 2012. In the U.S., the elections in November resulted in a similar polarized and gridlocked government that was finally able to strike a tax deal to avoid the “fiscal cliff” at the end of the year. Despite all of the political and economic turmoil, U.S. consumer confidence and housing improved, China’s economy bounced back and accommodating monetary policies were announced in Europe. The S&P 500^® Index posted an impressive 16.00% return for 2012, while the broader U.S. market, as measured by the Russell 3000^® Index, gained 16.42% for the same period.

From a sector perspective, performance was unanimously in positive territory as all sectors within the Russell 3000^® Index advanced during the year. Six of nine sectors posted double-digit gains with the best performance coming from the financial services and consumer discretionary sectors. The weakest performers were the energy and utilities sectors which still experienced solid single-digit gains for the year.

In terms of the underlying dynamics of equity market performance, companies with lower quality and higher price-to-earnings characteristics generally outperformed during the year. Regarding market capitalization, large-cap companies slightly outpaced their small-cap counterparts as the Russell 1000^® Index posted a one-year return of 16.42%, while the Russell 2000^® Index returned 16.35%, respectively. Style differentiation was evident as value-oriented stocks outperformed growth-oriented stocks across all market capitalization segments. In the large capitalization segment, the Russell 1000^® Value Index outpaced the Russell 1000^® Growth Index, posting one-year returns of 17.51% and 15.26%, respectively.

The Fund invested in a diversified portfolio of large—and medium-sized U.S. companies whose stocks were considered to have above average potential for growth in revenue and earnings. The GS4 Class of the Fund outperformed its benchmark, the Russell 1000^® Growth Index, for the one-year period ended December 31, 2012 (17.21% versus 15.26%). Overweight exposure and security selection within the financial services sector contributed to benchmark-relative returns, while security selection within the consumer discretionary and energy sectors detracted from benchmark-relative performance during the year.

This Fund may be suitable for investors who seek high, long-term rates of return, can accept significant short-term fluctuations in account value, want to invest in growth-oriented stocks and would like to diversify their portfolio by adding a potentially higher return, higher risk option of stocks. The Fund will not concentrate in any particular industry, but at times, it may be heavily invested in a particular economic sector. This may result in greater short-term price volatility.

Please see page 191 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

187

Growth Equity Fund

Average Annual Total Returns as of 12/31/12
	GS2 Class*	GS4 Class*	Benchmark**
One Year	17.39%	17.21%	15.26%
Five Year	1.75%	1.61%	3.12%
Ten Year	7.04%	6.92%	7.52%
Inception Date	08/27/01	08/27/01
Total Fund Operating Expenses (April 28, 2012 Prospectus,as amended on November 30, 2012)(1)	0.90%	1.12%

⁽¹⁾Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph compares the results of a hypothetical $10,000 investment in the GS4 Class of the Fund for the 10 year period from December 31, 2002 to December 31, 2012, with all dividends and capital gains reinvested, with the Russell 1000^® Growth Index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**The Russell 1000^® Growth Index is a large-cap index consisting of those Russell 1000^® Index securities with greater-than-average growth orientation. Companies in this index tend to exhibit higher price-to-book and price-to-earnings-ratios, lower dividend yields and higher forecasted growth values than the value universe.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

188

GROWTH EQUITY FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Shares		Value
COMMON STOCKS — 88.4%
Consumer Discretionary — 22.7%
Amazon.com, Inc.*		116,490		$	29,255,299
AutoZone, Inc.*		12,958			4,592,704
CBS Corporation Class B		347,877			13,236,720
Chipotle Mexican Grill, Inc.D*		39,937			11,879,660
Coach, Inc.		184,760			10,256,028
Comcast Corporation Class AD		378,369			14,143,433
Costco Wholesale Corporation		83,420			8,239,393
Dick’s Sporting Goods, Inc.D		21,389			972,986
Discovery Communications, Inc. Class A*		7,060			448,169
Dollar General CorporationD*		126,780			5,589,730
eBay, Inc.*		403,064			20,564,325
Estee Lauder Cos., Inc. (The) Class A		206,006			12,331,519
Foot Locker, Inc.		35,924			1,153,879
Hertz Global Holdings, Inc.D*		186,205			3,029,555
Home Depot, Inc. (The)		287,081			17,755,960
Liberty Global, Inc. Class A*		48,283			3,041,346
Limited Brands, Inc.D		110,624			5,205,966
Lowe’s Cos., Inc.		131,782			4,680,897
McDonald’s Corporation		27,358			2,413,249
NIKE, Inc. Class B		344,704			17,786,726
Nordstrom, Inc.		76,290			4,081,515
priceline.com, Inc.*		28,936			17,975,043
Ralph Lauren Corporation		26,450			3,965,384
Sirius XM Radio, Inc.D*		868,400			2,509,676
Starbucks Corporation		310,373			16,642,200
Starwood Hotels & Resorts Worldwide, Inc.D		271,363			15,565,382
TJX Cos., Inc.		142,087			6,031,593
Tractor Supply Co.		19,350			1,709,766
Ulta Salon Cosmetics & Fragrance, Inc.D*		24,100			2,368,066
Urban Outfitters, Inc.D*		60,400			2,377,344
VF CorporationD		24,570			3,709,333
Walt Disney Co. (The)		134,630			6,703,228
Whirlpool Corporation		24,037			2,445,765
Yum! Brands, Inc.		67,971			4,513,274
					277,175,113
Consumer Staples — 3.0%
Church & Dwight Co., Inc.D		53,190			2,849,388
Coca-Cola Co. (The)		186,200			6,749,750
GNC Holdings, Inc. Class A		49,169			1,636,344
Kraft Foods Group, Inc.		120,030			5,457,764
Mondelez International, Inc. Class A		251,650			6,409,526
Procter & Gamble Co. (The)		70,400			4,779,456
Whole Foods Market, Inc.		100,600			9,187,798
					37,070,026
Energy — 6.5%
Anadarko Petroleum Corporation		48,850			3,630,044
Cabot Oil & Gas Corporation		56,595			2,815,035
Cameron International Corporation*		120,490			6,802,865
Chevron Corporation		29,310			3,169,583
EOG Resources, Inc.		24,440			2,952,108
FMC Technologies, Inc.D*		159,700			6,839,951
Kinder Morgan, Inc.		70,000			2,473,100
National Oilwell Varco, Inc.		183,174			12,519,943

	Shares		Value
Noble Energy, Inc.D		56,307		$	5,728,674
Pioneer Natural Resources Co.		23,100			2,462,229
Schlumberger, Ltd.D		355,867			24,658,025
Southwestern Energy Co.*		152,900			5,108,389
					79,159,946
Financial Services — 11.7%
American International Group, Inc.*		36,752			1,297,346
American Tower Corporation REIT		178,847			13,819,508
Capital One Financial Corporation		172,905			10,016,387
CBRE Group, Inc. Class A*		63,500			1,263,650
Citigroup, Inc.		256,695			10,154,854
Discover Financial Services		193,891			7,474,498
IntercontinentalExchange, Inc.*		55,200			6,834,312
JPMorgan Chase & Co.		82,890			3,644,673
Mastercard, Inc. Class AD		31,980			15,711,134
Morgan Stanley		144,750			2,767,620
Raymond James Financial, Inc.		38,060			1,466,452
SunTrust Banks, Inc.		77,370			2,193,440
T Rowe Price Group, Inc.D		33,800			2,201,394
US BancorpD		74,476			2,378,763
Visa, Inc. Class A		328,991			49,868,456
Wells Fargo & Co.		356,996			12,202,123
					143,294,610
Healthcare — 12.3%
Abbott Laboratories		28,000			1,834,000
Alexion Pharmaceuticals, Inc.D*		156,468			14,678,263
Allergan, Inc.		232,370			21,315,300
athenahealth, Inc.D*		45,500			3,341,975
Biogen Idec, Inc.*		79,823			11,707,640
BioMarin Pharmaceutical, Inc.D*		103,000			5,072,750
Bristol-Myers Squibb Co.		104,820			3,416,084
Catamaran CorporationD*		46,720			2,200,979
Celgene Corporation*		29,470			2,319,878
Cerner Corporation*		113,900			8,843,196
Cooper Cos., Inc. (The)D		16,270			1,504,650
Edwards Lifesciences CorporationD*		20,970			1,890,865
Express Scripts Holding Co.*		189,742			10,246,068
Gilead Sciences, Inc.*		263,433			19,349,154
Illumina, Inc.D*		29,310			1,629,343
Intuitive Surgical, Inc.*		31,628			15,509,422
Merck & Co., Inc.		161,370			6,606,488
Pfizer, Inc.		307,600			7,714,608
Regeneron Pharmaceuticals, Inc.D*		51,601			8,827,383
UnitedHealth Group, Inc.		34,030			1,845,787
					149,853,833
Materials & Processing — 5.1%
Airgas, Inc.D		12,470			1,138,386
Ecolab, Inc.		62,510			4,494,469
Freeport-McMoRan Copper & Gold, Inc.		62,230			2,128,266
Masco CorporationD		138,200			2,302,412
Monsanto Co.		210,741			19,946,636
PPG Industries, Inc.		8,800			1,191,080
Praxair, Inc.		118,930			13,016,888
Precision Castparts CorporationD		78,676			14,902,808

See Notes to Financial Statements. 189

	Shares		Value
Sherwin-Williams Co. (The)D		16,900		$	2,599,558
					61,720,503
Producer Durables — 6.5%
AMETEK, Inc.D		143,635			5,396,367
B/E Aerospace, Inc.*		30,640			1,513,616
Caterpillar, Inc.		29,600			2,651,568
Cummins, Inc.		105,399			11,419,982
Danaher Corporation		45,482			2,542,444
Deere & Co.		32,063			2,770,884
Delta Air Lines, Inc.*		80,300			953,161
FedEx Corporation		35,900			3,292,748
Fluor Corporation		33,420			1,963,091
General Electric Co.		407,430			8,551,956
Honeywell International, Inc.		119,170			7,563,720
Kansas City SouthernD		38,210			3,189,771
Stericycle, Inc.*		23,600			2,201,172
Trimble Navigation, Ltd.D*		87,680			5,241,510
Union Pacific Corporation		85,594			10,760,878
United Rentals, Inc.*		13,737			625,308
Verisk Analytics, Inc. Class A*		70,860			3,613,860
W.W. Grainger, Inc.		24,104			4,877,926
					79,129,962
Technology — 19.9%
Apple, Inc.		119,324			63,603,271
Citrix Systems, Inc.*		64,270			4,225,752
Crown Castle International Corporation*		25,820			1,863,171
EMC Corporation*		470,571			11,905,446
Equinix, Inc.D*		17,969			3,705,208
F5 Networks, Inc.D*		130,930			12,719,850
Facebook, Inc. Class AD*		417,800			11,126,014
Google, Inc. Class A*		62,696			44,474,662
Intuit, Inc.		73,340			4,363,730
LinkedIn Corporation, Class AD*		33,267			3,819,717
Microsoft Corporation		197,130			5,269,285
QUALCOMM, Inc.		542,696			33,658,006
Red Hat, Inc.*		62,070			3,287,227
Rovi Corporation*		7			108
Salesforce.com, Inc.D*		173,240			29,121,644
Teradata CorporationD*		104,450			6,464,410
VMware, Inc.D*		37,657			3,545,030
					243,152,531
Utilities — 0.7%
American Water Works Co., Inc.		31,640			1,174,793
AT&T, Inc.		143,900			4,850,869
ITC Holdings CorporationD		16,250			1,249,787
NiSource, Inc.		64,430			1,603,663
					8,879,112
Total Common Stocks (Cost $839,378,733)					1,079,435,636

	Shares		Value
FOREIGN COMMON STOCKS — 7.7%
Bermuda — 0.2%
Invesco, Ltd.		97,120		$	2,533,861
Canada — 1.0%
Canadian Pacific Railway, Ltd.		20,700			2,103,534
Lululemon Athletica, Inc.D*		72,367			5,516,536
Valeant Pharmaceuticals International, Inc.D*		68,671			4,104,466
					11,724,536
Denmark — 0.5%
Novo Nordisk A/S ADRD		37,100			6,055,091
Germany — 0.4%
SAP AG ADRD		62,500			5,023,750
Hong Kong — 0.5%
Michael Kors Holdings, Ltd.D*		110,485			5,638,050
Ireland — 1.8%
Accenture PLC Class A		194,773			12,952,405
Eaton Corporation PLCD		103,220			5,594,524
Shire PLC ADRD		41,150			3,793,207
					22,340,136
Netherlands — 2.0%
ASML Holding NVD		166,269			10,709,386
LyondellBasell Industries NV Class A		245,777			14,031,409
					24,740,795
Singapore — 0.7%
Avago Technologies, Ltd.		186,900			5,917,254
Hutchison Port Holdings Trust		3,282,000			2,626,811
					8,544,065
Switzerland — 0.3%
Pentair, Ltd.D		80,153			3,939,520
United Kingdom — 0.3%
Ensco PLC Class A		35,580			2,109,182
Rolls-Royce Holdings PLC		68,223			978,554
					3,087,736
Total Foreign Common Stocks (Cost $82,430,642)					93,627,540
PREFERRED STOCK — 0.1%
Wells Fargo & Co.* (Cost $678,134)		35,400			1,038,990
MONEY MARKET FUNDS — 12.3%
GuideStone Money Market Fund (GS4 Class)¥		46,333,046			46,333,046
Northern Institutional Liquid Assets Portfolio§		104,150,787			104,150,787
Total Money Market Funds (Cost $150,483,833)					150,483,833
TOTAL INVESTMENTS — 108.5% (Cost $1,072,971,342)					1,324,585,999
Liabilities in Excess of Other Assets — (8.5)%					(103,322,599	)
NET ASSETS — 100.0%				$	1,221,263,400

190 See Notes to Financial Statements.

GROWTH EQUITY FUND

SCHEDULE OF INVESTMENTS (Continued)

PORTFOLIO SUMMARY (based on net assets)

	%
Consumer Discretionary		22.7
Technology		19.9
Healthcare		12.3
Money Market Funds		12.3
Financial Services		11.7
Foreign Common Stocks		7.7
Energy		6.5
Producer Durables		6.5
Materials & Processing		5.1
Futures Contracts		4.1
Consumer Staples		3.0
Utilities		0.7
Preferred Stock		0.1
		112.6

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value			Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Common Stocks		$	1,079,435,636		$	1,079,435,636		$	—		$	—
Foreign Common Stocks			93,627,540			90,022,175			3,605,365			—
Money Market Funds			150,483,833			150,483,833			—			—
Preferred Stock			1,038,990			1,038,990			—			—
Total Assets - Investments in Securities		$	1,324,585,999		$	1,320,980,634		$	3,605,365		$	—
Other Financial Instruments***
Futures Contracts		$	166,024		$	166,024		$	—		$	—
Total Assets - Other Financial Instruments		$	166,024		$	166,024		$	—		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

Management has determined that the amount of transfers between Level 1 and Level 2 compared to total net assets of the Funds is not material, therefore, the transfers between Level 1 and Level 2 are not shown for the year ended December 31, 2012.

See Notes to Financial Statements. 191

Small Cap Equity Fund

Familiar themes such as the sovereign debt crisis in Europe, recession fears and moderating growth expectations in China continued to dominate headlines during 2012. In the U.S., the elections in November resulted in a similar polarized and gridlocked government that was finally able to strike a tax deal to avoid the “fiscal cliff” at the end of the year. Despite all of the political and economic turmoil, U.S. consumer confidence and housing improved, China’s economy bounced back and accommodating monetary policies were announced in Europe. The S&P 500^® Index posted an impressive 16.00% return for 2012, while the broader U.S. market, as measured by the Russell 3000^® Index, gained 16.42% for the same period.

From a sector perspective, performance was unanimously in positive territory as all sectors within the Russell 3000^® Index advanced during the year. Six of nine sectors posted double-digit gains with the best performance coming from the financial services and consumer discretionary sectors. The weakest performers were the energy and utilities sectors which still experienced solid single-digit gains for the year.

In terms of the underlying dynamics of equity market performance, companies with lower quality and higher price-to-earnings characteristics generally outperformed during the year. Regarding market capitalization, large-cap companies slightly outpaced their small-cap counterparts as the Russell 1000^® Index posted a one-year return of 16.42%, while the Russell 2000^® Index returned 16.35%, respectively. Style differentiation was evident as value-oriented stocks outperformed growth-oriented stocks across all market capitalization segments. In the large capitalization segment, the Russell 1000^® Value Index outpaced the Russell 1000^® Growth Index, posting one-year returns of 17.51% and 15.26%, respectively.

The Fund was comprised of domestic, small-cap stocks with both value-and growth-style orientations. The GS4 Class of the Fund generated double-digit positive performance but underperformed its benchmark, the Russell 2000^® Index, for the one-year period ended December 31, 2012 (15.02% versus 16.35%). Security selection within the consumer discretionary sector detracted from benchmark-relative returns, while security selection within the healthcare and energy sectors contributed to benchmark-relative performance during the year. The Fund’s relative performance further benefited from a portable alpha strategy, where stock index futures contracts were used to gain small cap equity beta exposure and the underlying cash was invested in fixed income securities. Within this portion of the Fund, the fixed income securities’ performance outpaced the futures contracts’ financing costs which generated excess return for the Fund. Within the fixed income portion of the portfolio, certain derivative contracts were used to manage duration and adjust exposure along the yield curve, including U.S. Treasuries futures and options, Eurodollar futures and options and Euro-Bund futures. The Fund also used currency forwards to manage foreign currency exposure. At the Fund level, overall derivative exposure had a very slight negative impact on performance over the course of the year.

This Fund may be suitable for investors who seek higher, long-term rates of return, can accept significant short-term fluctuations in account value, want to invest in stocks of small-to medium-sized U.S. companies and would like to diversify their portfolio by adding a potentially higher return, higher risk option of stocks. Small company stocks are subject to greater risk than large company stocks due to more volatility and less liquidity. To the extent that the investment adviser misjudges current market conditions, the Fund’s volatility may be amplified by its use of short sales and derivatives and by its ability to select sub-advisers to allocate assets. Short sales by a fund theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. Leverage may increase the risk of loss and cause fluctuations in the market value of the Fund’s portfolio to have disproportionately large effects or cause the net asset value of the Fund generally to decline faster than it would otherwise.

Please see page 204 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

192

Small Cap Equity Fund

Average Annual Total Returns as of 12/31/12
	GS2 Class*	GS4 Class*	Benchmark**
One Year	15.25%	15.02%	16.35%
Five Year	3.77%	3.61%	3.56%
Ten Year	9.28%	9.13%	9.72%
Inception Date	08/27/01	08/27/01
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	1.04%	1.27%

⁽¹⁾Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph compares the results of a hypothetical $10,000 investment in the GS4 Class of the Fund for the 10 year period from December 31, 2002 to December 31, 2012, with all dividends and capital gains reinvested, with the Russell 2000^® Index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**The Russell 2000^® Index is a small-cap equity index comprised of the 2,000 smallest companies in the Russell 3000^® Index, which represents approximately 10% of the total market capitalization of the Russell 3000^® Index.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

193

SMALL CAP EQUITY FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Shares		Value
COMMON STOCKS — 77.9%
Consumer Discretionary — 11.2%
Aaron’s, Inc.*		41,500		$	1,173,620
American Eagle Outfitters, Inc.		34,800			713,748
American Public Education, Inc.D*		22,600			816,086
ANN, Inc.*		43,800			1,482,192
Apollo Group, Inc. Class AD*		34,600			723,832
Arbitron, Inc.		15,500			723,540
Arctic Cat, Inc.D*		36,500			1,218,735
Avis Budget Group, Inc.D*		31,900			632,258
Beazer Homes USA, Inc.D*		19,260			325,301
Brown Shoe Co., Inc.		33,300			611,721
Cabela’s, Inc.*		8,600			359,050
Capella Education Co.D*		48,500			1,369,155
Carter’s, Inc.D*		6,300			350,595
Central Garden and Pet Co.*		85,000			851,700
Chico’s FAS, Inc.		97,200			1,794,312
Crocs, Inc.*		90,000			1,295,100
Dillard’s, Inc. Class A		8,200			686,914
Domino’s Pizza, Inc.D*		23,908			1,041,193
DSW, Inc.		32,500			2,134,925
Elizabeth Arden, Inc.D*		15,550			699,906
Francesca’s Holdings CorporationD*		17,000			441,320
GameStop Corporation Class AD		51,800			1,299,662
H&R Block, Inc.		36,100			670,377
Hibbett Sports, Inc.D*		38,700			2,039,490
Hot Topic, Inc.D		60,000			579,000
Inter Parfums, Inc.D		33,600			653,856
John Wiley & Sons, Inc.		28,400			1,105,612
Jos. A. Bank Clothiers, Inc.D*		18,200			774,956
K12, Inc.D*		43,600			891,184
Lear Corporation		22,900			1,072,636
Life Time Fitness, Inc.D*		25,100			1,235,171
Lumber Liquidators Holdings, Inc.D*		12,300			649,809
Mattress Firm Holding CorporationD*		26,100			640,233
Meritage Homes Corporation*		11,195			418,133
Meritor, Inc.*		118,400			560,032
Monro Muffler Brake, Inc.D		39,400			1,377,818
National American University Holdings, Inc.D		54,700			210,595
Pier 1 Imports, Inc.D		48,260			965,200
Pool Corporation		33,800			1,430,416
PulteGroup, Inc.*		46,000			835,360
Ryland Group, Inc. (The)D		35,000			1,277,500
Shutterstock, Inc.*		20,000			520,000
Smith & Wesson Holding CorporationD*		149,800			1,264,312
Sotheby’sD		74,600			2,508,052
Thor Industries, Inc.D		19,700			737,371
TRW Automotive Holdings Corporation*		13,800			739,818
Ulta Salon Cosmetics & Fragrance, Inc.*		4,784			470,076
Vera Bradley, Inc.D*		34,200			858,420
Vitamin Shoppe, Inc.D*		29,850			1,712,196
WABCO Holdings, Inc.*		30,800			2,007,852
Williams-Sonoma, Inc.		14,700			643,419
					49,593,759
Consumer Staples — 2.5%
Annie’s, Inc.D*		14,900			498,107

	Shares		Value
Casey’s General Stores, Inc.D		9,600		$	509,760
Chef’s Warehouse, Inc. (The)D*		32,400			512,244
Dean Foods Co.*		35,600			587,756
Fresh Market, Inc. (The)*		13,900			668,451
GNC Holdings, Inc. Class A		21,883			728,266
Hain Celestial Group, Inc. (The)D*		16,101			872,996
Ingredion, Inc.		9,500			612,085
J & J Snack Foods Corporation		10,352			661,907
Medifast, Inc.D*		36,200			955,318
Natural Grocers by Vitamin Cottage, Inc.D*		8,700			166,083
PetMed Express, Inc.D		58,700			651,570
Smart Balance, Inc.D*		26,538			342,340
Susser Holdings CorporationD*		8,100			279,369
United Natural Foods, Inc.D*		33,300			1,784,547
USANA Health Sciences, Inc.D*		25,000			823,250
WhiteWave Foods Co. Class AD*		20,600			320,124
					10,974,173
Energy — 5.0%
American Standard Energy Corporation@*		8,702			4,003
Approach Resources, Inc.D*		11,600			290,116
Cloud Peak Energy, Inc.*		33,500			647,555
Delek US Holdings, Inc.D		23,800			602,616
Dril-Quip, Inc.D*		10,000			730,500
Endeavour International CorporationD*		183,700			951,566
First Solar, Inc.D*		39,000			1,204,320
Gulfport Energy Corporation*		52,500			2,006,550
Helix Energy Solutions Group, Inc.*		59,700			1,232,208
HollyFrontier Corporation		58,300			2,713,865
Hornbeck Offshore Services, Inc.*		22,300			765,782
ION Geophysical CorporationD*		151,100			983,661
Key Energy Services, Inc.*		87,800			610,210
Matador Resources Co.D*		48,000			393,600
Oasis Petroleum, Inc.*		45,523			1,447,631
PDC Energy, Inc.D*		10,300			342,063
Plains Exploration & Production Co.*		12,800			600,832
Rex Energy CorporationD*		28,635			372,828
Sanchez Energy CorporationD*		28,600			514,800
Swift Energy Co.D*		42,800			658,692
Tesoro Corporation		57,100			2,515,255
Vaalco Energy, Inc.D*		184,000			1,591,600
Western Refining, Inc.D		40,400			1,138,876
					22,319,129
Financial Services — 17.5%
American Capital, Ltd.*		73,000			876,000
American Equity Investment Life Holding Co.D		88,500			1,080,585
Assurant, Inc.		51,300			1,780,110
BOK Financial Corporation		10,300			560,938
Brown & Brown, Inc.		21,600			549,936
Calamos Asset Management, Inc. Class A		46,100			487,277
CapitalSource, Inc.		228,700			1,733,546
Cardinal Financial Corporation		67,000			1,090,090

194 See Notes to Financial Statements.

SMALL CAP EQUITY FUND

SCHEDULE OF INVESTMENTS (Continued)

	Shares		Value
Cardtronics, Inc.*		182,900		$	4,342,046
CBOE Holdings, Inc.*		28,400			836,664
City National CorporationD		37,500			1,857,000
Comerica, Inc.		57,600			1,747,584
CommonWealth REIT		100,300			1,588,752
CoreLogic, Inc.*		73,879			1,988,823
Coresite Realty Corporation REITD		25,700			710,862
Duff & Phelps Corporation Class AD		45,500			710,710
East West Bancorp, Inc.		47,700			1,025,073
Encore Capital Group, Inc.*		46,100			1,411,582
First American Financial Corporation		74,000			1,782,660
FleetCor Technologies, Inc.*		44,800			2,403,520
Global Payments, Inc.		24,500			1,109,850
Heartland Payment Systems, Inc.D		57,100			1,684,450
Hospitality Properties Trust REITD		82,200			1,925,124
Huntington Bancshares, Inc.		352,600			2,253,114
IBERIABANK Corporation		26,100			1,282,032
Inland Real Estate Corporation REITD		79,700			667,886
Jack Henry & Associates, Inc.		41,900			1,644,994
Jefferies Group, Inc.		84,400			1,567,308
Jones Lang LaSalle, Inc.		48,700			4,087,878
Lender Processing Services, Inc.		32,900			809,998
MarketAxess Holdings, Inc.D		20,600			727,180
Medical Properties Trust, Inc. REITD		49,700			594,412
Mid-America Apartment Communities, Inc. REITD		21,000			1,359,750
National Health Investors, Inc. REITD		16,400			927,092
NBH Holdings Corporation PIPE+@		30,300			558,126
Nelnet, Inc. Class AD		25,200			750,708
Netspend Holdings, Inc.D*		82,900			979,878
Ocwen Financial Corporation*		52,900			1,829,811
PacWest BancorpD		32,100			795,438
Pebblebrook Hotel Trust REITD		60,600			1,399,860
Piper Jaffray Cos.*		26,700			857,871
Portfolio Recovery Associates, Inc.*		22,500			2,404,350
PrivateBancorp, Inc.D		52,950			811,194
ProAssurance Corporation		14,400			607,536
PS Business Parks, Inc. REIT		12,700			825,246
Realogy Holdings Corporation*		20,500			860,180
Reinsurance Group of America, Inc.		11,600			620,832
RLI CorporationD		19,000			1,228,540
Safety Insurance Group, Inc.D		16,600			766,422
SCBT Financial CorporationD		11,700			470,106
Ship Finance International, Ltd.D		28,900			480,607
Signature BankD*		16,040			1,144,293
SVB Financial Group*		22,200			1,242,534
Synovus Financial CorporationD		380,500			932,225
Texas Capital Bancshares, Inc.D*		5,700			255,474
Walter Investment Management CorporationD*		11,400			490,428
Washington Federal, Inc.D		81,000			1,366,470
Webster Financial CorporationD		46,200			949,410

	Shares		Value
WEX, Inc.*		26,900		$	2,027,453
Wilshire Bancorp, Inc.*		244,500			1,435,215
Wintrust Financial CorporationD		32,900			1,207,430
WisdomTree Investments, Inc.*		102,300			626,076
Zions BancorporationD		30,000			642,000
					77,770,539
Healthcare — 8.1%
Acadia Healthcare Co., Inc.*		20,700			482,931
Air Methods CorporationD*		24,600			907,494
Align Technology, Inc.D*		20,300			563,325
AVANIR Pharmaceuticals, Inc.D*		104,600			275,098
BioMarin Pharmaceutical, Inc.*		5,300			261,025
Bio-Rad Laboratories, Inc. Class A*		6,100			640,805
Brookdale Senior Living, Inc.*		29,900			757,068
Celldex Therapeutics, Inc.*		36,800			246,928
Community Health Systems, Inc.*		19,600			602,504
Computer Programs & Systems, Inc.		13,400			674,556
Cooper Cos., Inc. (The)		9,666			893,912
Covance, Inc.D*		17,100			987,867
Cyberonics, Inc.*		9,000			472,770
ExamWorks Group, Inc.D*		98,300			1,375,217
Five Star Quality Care, Inc.+		2,086			—
Genomic Health, Inc.*		7,700			209,902
Gentiva Health Services, Inc.D*		73,500			738,675
Globus Medical, Inc. Class AD*		37,000			388,130
Greatbatch, Inc.*		21,200			492,688
Haemonetics CorporationD*		25,400			1,037,336
Hill-Rom Holdings, Inc.		27,900			795,150
Incyte Corporation, Ltd.D*		31,800			528,198
Infinity Pharmaceuticals, Inc.*		4,700			164,500
Invacare CorporationD		38,800			632,440
IPC The Hospitalist Co., Inc.D*		58,300			2,315,093
Magellan Health Services, Inc.*		24,400			1,195,600
Masimo CorporationD*		55,100			1,157,651
MedAssets, Inc.D*		49,100			823,407
Medivation, Inc.D*		21,200			1,084,592
Myriad Genetics, Inc.D*		51,600			1,406,100
PDL BioPharma, Inc.D		228,900			1,613,745
PerkinElmer, Inc.		35,800			1,136,292
Providence Service Corporation (The)*		60,000			1,019,400
Sirona Dental Systems, Inc.*		24,100			1,553,486
Team Health Holdings, Inc.*		39,200			1,127,784
Tenet Healthcare CorporationD*		70,500			2,289,135
Thoratec Corporation*		16,300			611,576
United Therapeutics Corporation*		27,200			1,453,024
VCA Antech, Inc.D*		61,600			1,296,680
Volcano CorporationD*		22,700			535,947
WellCare Health Plans, Inc.*		27,300			1,329,237
					36,077,268
Materials & Processing — 5.2%
A. Schulman, Inc.D		55,600			1,608,508
Acuity Brands, Inc.		5,326			360,730
Allied Nevada Gold CorporationD*		45,800			1,379,954
Berry Plastics Group, Inc.*		70,100			1,127,208
Boise, Inc.		224,900			1,787,955

See Notes to Financial Statements. 195

	Shares		Value
Carpenter Technology Corporation		10,000		$	516,300
Chemtura Corporation*		30,800			654,808
Cytec Industries, Inc.		8,700			598,821
Eagle Materials, Inc.D		25,700			1,503,450
Georgia Gulf CorporationD		5,800			239,424
H.B. Fuller Co.		23,900			832,198
Huntsman Corporation		117,900			1,874,610
KapStone Paper and Packaging Corporation*		33,800			750,022
Lennox International, Inc.D		14,000			735,280
Louisiana-Pacific Corporation*		40,745			787,194
Martin Marietta Materials, Inc.D		12,600			1,187,928
Molycorp, Inc.D*		117,700			1,111,088
MRC Global, Inc.*		33,300			925,074
P.H. Glatfelter Co.D		83,700			1,463,076
Packaging Corporation of America		16,000			615,520
PolyOne Corporation		58,000			1,184,360
RBC Bearings, Inc.D*		16,500			826,155
Royal Gold, Inc.D		7,600			617,956
Texas Industries, Inc.D*		10,129			516,680
					23,204,299
Producer Durables — 12.8%
A.O. Smith CorporationD		12,200			769,454
Advisory Board Co. (The)D*		23,300			1,090,207
AGCO Corporation*		44,500			2,185,840
Alaska Air Group, Inc.D*		18,800			810,092
Albany International Corporation Class AD		47,300			1,072,764
Allegiant Travel Co.*		14,700			1,079,127
Alliant Techsystems, Inc.		31,300			1,939,348
Altra Holdings, Inc.		32,600			718,830
Angie’s List, Inc.D*		48,900			586,311
Clean Harbors, Inc.D*		37,300			2,051,873
Columbus McKinnon CorporationD*		36,500			602,980
Corporate Executive Board Co. (The)D		30,600			1,452,276
CoStar Group, Inc.*		28,557			2,552,139
DXP Enterprises, Inc.D*		26,300			1,290,541
EMCOR Group, Inc.		83,800			2,900,318
Esterline Technologies Corporation*		15,300			973,233
ExlService Holdings, Inc.*		43,100			1,142,150
Generac Holdings, Inc.D*		14,100			483,771
Genesee & Wyoming, Inc. Class AD*		32,150			2,445,972
Granite Construction, Inc.		8,000			268,960
Healthcare Services Group, Inc.D		39,850			925,715
HEICO Corporation Class AD		35,561			1,339,817
Huron Consulting Group, Inc.D*		9,472			319,112
Kennametal, Inc.D		21,200			848,000
MasTec, Inc.D*		19,200			478,656
MAXIMUS, Inc.		20,000			1,264,400
McGrath RentCorpD		35,400			1,027,308
Middleby Corporation*		15,500			1,987,255
Mistras Group, Inc.*		53,100			1,311,039
Monster Worldwide, Inc.D*		216,100			1,214,482
MYR Group, Inc.*		37,100			825,475
Nordson CorporationD		4,800			302,976

	Shares		Value
Old Dominion Freight Line, Inc.D*		28,000		$	959,840
On Assignment, Inc.D*		84,000			1,703,520
Orbital Sciences Corporation*		95,600			1,316,412
Oshkosh Corporation*		101,700			3,015,405
OSI Systems, Inc.D*		7,224			462,625
PHH CorporationD*		96,700			2,199,925
Quanta Services, Inc.*		32,200			878,738
Standard Parking CorporationD*		30,800			677,292
Trinity Industries, Inc.		22,200			795,204
Triumph Group, Inc.D		13,300			868,490
URS Corporation		29,600			1,162,096
US Airways Group, Inc.D*		49,800			672,300
WageWorks, Inc.D*		40,000			712,000
Watts Water Technologies, Inc.D		18,400			791,016
WESCO International, Inc.D*		35,700			2,407,251
					56,882,535
Technology — 12.5%
ACI Worldwide, Inc.D*		6,465			282,456
Amkor Technology, Inc.D*		117,100			497,675
Applied Micro Circuits Corporation*		118,900			998,760
Arris Group, Inc.*		76,100			1,136,934
Bottomline Technologies, Inc.D*		60,600			1,599,234
Brightcove, Inc.*		42,000			379,680
BroadSoft, Inc.*		18,800			683,004
Brocade Communications Systems, Inc.*		113,000			602,290
CACI International, Inc. Class AD*		28,800			1,584,864
Cadence Design Systems, Inc.D*		98,100			1,325,331
CommVault Systems, Inc.*		36,100			2,516,531
Computer Sciences Corporation		20,500			821,025
Cree, Inc.D*		23,300			791,734
Dealertrack Holdings, Inc.D*		44,500			1,278,040
DigitalGlobe, Inc.D*		133,600			3,265,184
Ebix, Inc.D		37,500			602,625
Ellie Mae, Inc.*		9,682			268,675
Fortinet, Inc.*		33,200			699,524
Fusion-io, Inc.D*		37,800			866,754
Hittite Microwave CorporationD*		14,300			888,030
IAC/InterActiveCorp		23,541			1,113,489
Infoblox, Inc.*		25,000			449,250
Informatica CorporationD*		72,100			2,186,072
Ingram Micro, Inc. Class A*		56,700			959,364
Kulicke & Soffa Industries, Inc.*		73,900			886,061
Mercury Systems, Inc.D*		82,300			757,160
Millennial Media, Inc.D*		27,500			344,575
Monotype Imaging Holdings, Inc.		43,500			695,130
NetSuite, Inc.*		14,300			962,390
NeuStar, Inc. Class A*		21,000			880,530
NIC, Inc.D*		117,600			1,921,584
Omnivision Technologies, Inc.*		42,400			596,992
QLIK Technologies, Inc.*		48,800			1,059,936
RealPage, Inc.D*		30,600			660,042
Ruckus Wireless, Inc.D*		59,200			1,333,776
Rudolph Technologies, Inc.D*		28,300			380,635
Saba Software, Inc.D*		40,400			353,096

196 See Notes to Financial Statements.

SMALL CAP EQUITY FUND

SCHEDULE OF INVESTMENTS (Continued)

	Shares		Value
SAIC, Inc.		58,900		$	666,748
Sanmina Corporation*		54,000			597,780
Semtech Corporation*		72,167			2,089,235
ServiceNow, Inc.D*		12,400			372,372
Silicon Laboratories, Inc.*		25,700			1,074,517
Solera Holdings, Inc.		38,200			2,042,554
Splunk, Inc.*		20,600			597,812
SS&C Technologies Holdings, Inc.*		115,000			2,658,800
Tangoe, Inc.D*		26,209			311,101
Tech Data Corporation*		23,000			1,047,190
Ultimate Software Group, Inc.D*		23,800			2,246,958
Ultratech, Inc.D*		14,956			557,859
Unisys CorporationD*		80,200			1,387,460
United Online, Inc.D		293,500			1,640,665
Vocera Communications, Inc.D*		40,500			1,016,550
Volterra Semiconductor Corporation*		43,700			750,329
					55,686,362
Utilities — 3.1%
Alliant Energy Corporation		42,000			1,844,220
American Water Works Co., Inc.		52,600			1,953,038
Cbeyond, Inc.D*		96,500			872,360
General Communication, Inc. Class AD*		43,700			419,083
j2 Global, Inc.D		35,000			1,070,300
NV Energy, Inc.D		98,200			1,781,348
OGE Energy Corporation		11,000			619,410
Pinnacle West Capital Corporation		45,400			2,314,492
PNM Resources, Inc.D		76,500			1,569,015
Portland General Electric Co.D		51,600			1,411,776
					13,855,042
Total Common Stocks (Cost $299,885,192)					346,363,106
FOREIGN COMMON STOCKS — 8.6%
Bermuda — 3.8%
Aircastle, Ltd.		52,600			659,604
Aspen Insurance Holdings, Ltd.		18,600			596,688
AXIS Capital Holdings, Ltd.		16,200			561,168
Endurance Specialty Holdings, Ltd.D		26,000			1,031,940
Energy XXI (Bermuda), Ltd.D		69,300			2,230,767
Everest Re Group, Ltd.		22,500			2,473,875
Maiden Holdings, Ltd.D		79,000			726,010
Montpelier Re Holdings, Ltd.D		164,400			3,758,184
Nabors Industries, Ltd.*		101,700			1,469,565
PartnerRe, Ltd.D		8,400			676,116
Platinum Underwriters Holdings, Ltd.		19,600			901,600
RenaissanceRe Holdings, Ltd.		22,900			1,860,854
					16,946,371
British Virgin Islands — 0.2%
UTi Worldwide, Inc.		59,300			794,620
Canada — 1.3%
AuRico Gold, Inc.D*		199,800			1,634,364
Domtar Corporation		16,000			1,336,320
Franco-Nevada CorporationD		9,600			548,832
Gran Tierra Energy, Inc.D*		109,200			601,692
New Gold, Inc.D*		158,900			1,752,667
					5,873,875

	Shares		Value
Guernsey — 0.3%
Amdocs, Ltd.		38,000		$	1,291,620
Ireland — 0.6%
Amarin Corporation PLC ADRD*		36,400			294,476
ICON PLC ADR*		17,900			496,904
Warner Chilcott PLC Class A*		148,500			1,787,940
					2,579,320
Israel — 0.3%
Allot Communications, Ltd.D*		46,900			835,758
EZchip Semiconductor, Ltd.D*		9,755			322,598
Mellanox Technologies, Ltd.D*		7,775			461,679
					1,620,035
Luxembourg — 0.4%
Altisource Portfolio Solutions SA*		19,800			1,715,769
Marshall Islands — 0.1%
Aegean Marine Petroleum Network, Inc.D		92,500			488,400
Netherlands — 0.4%
AerCap Holdings NV*		44,500			610,540
Chicago Bridge & Iron Co. NVD		15,600			723,060
QIAGEN NV*		20,200			366,630
					1,700,230
Puerto Rico — 0.2%
Popular, Inc.*		41,100			854,469
Supranational — 0.1%
Banco Latinoamericano de Commercio Exterior SA Class ED		29,500			636,020
Switzerland — 0.9%
Allied World Assurance Company Holdings AG		22,400			1,765,120
Foster Wheeler AG*		89,400			2,174,208
					3,939,328
Total Foreign Common Stocks (Cost $35,641,010)					38,440,057
RIGHTS/WARRANTS — 0.0%
Asen Warrants A+		25,000			1,000
Asen Warrants B+		25,000			500
Asen Warrants C+		25,000			1,500
Total Rights/Warrants (Cost $0)					3,000
MONEY MARKET FUNDS — 34.2%
GuideStone Money Market Fund (GS4 Class)¥		17,383,865			17,383,865
Northern Institutional Liquid Assets Portfolio§		134,832,566			134,832,566
Total Money Market Funds (Cost $152,216,431)					152,216,431

See Notes to Financial Statements. 197

	Par			Value
AGENCY OBLIGATIONS — 0.4%
Farmer Mac Guaranteed Notes Trust
5.13%, 04/19/17 144A		$	250,000		$	293,990
Federal Home Loan Bank
5.50%, 07/15/36			120,000			165,723
Federal Home Loan Mortgage Corporation
0.75%, 01/12/18D			110,000			109,389
1.25%, 08/01/19			180,000			180,533
1.25%, 10/02/19D			130,000			129,829
Federal National Mortgage Association
3.38%, 10/09/19†			680,000			596,718
6.25%, 05/15/29			110,000			158,475
6.63%, 11/15/30			200,000			305,516
Tennessee Valley Authority
5.25%, 09/15/39			50,000			66,049
Total Agency Obligations (Cost $1,815,775)						2,006,222
ASSET-BACKED SECURITIES — 0.3%
Ameriquest Mortgage Securities, Inc.
0.56%, 04/25/34†			35,531			34,108
Asset Backed Securities Corporation Home Equity
1.18%, 12/15/33†			28,312			26,161
Avis Budget Rental Car Funding AESOP LLC
2.80%, 05/20/18 144A			25,000			26,363
2.10%, 03/20/19 144A			100,000			102,009
Bear Stearns Asset-Backed Securities Trust
1.11%, 10/27/32†			10,235			9,334
0.66%, 12/25/33†			129,564			122,282
Education Funding Capital Trust I
2.80%, 06/15/43W†			100,000			90,037
EFS Volunteer No 2 LLC
1.56%, 03/25/36 144A†			100,000			101,966
EMC Mortgage Loan Trust
0.86%, 02/25/41 144A†			45,120			40,526
Greenpoint Manufactured Housing
2.98%, 03/18/29†			75,000			63,391
3.60%, 06/19/29†			50,000			43,109
3.71%, 02/20/30†			50,000			42,810
GSAA Trust
0.48%, 07/25/37†			180,390			149,117
Hertz Vehicle Financing LLC
5.29%, 03/25/16 144A			90,000			97,890
KeyCorporation Student Loan Trust
0.58%, 10/25/32†			53,827			49,650
Lehman XS Trust
0.51%, 11/25/35†			172,360			140,763
0.51%, 12/25/35†			79,013			28,175
MASTR Specialized Loan Trust
0.56%, 05/25/37 144A†			178,864			109,398
Option One Mortgage Loan Trust
1.01%, 11/25/32†			15,559			13,876
Renaissance Home Equity Loan Trust
1.07%, 06/25/33†			18,679			14,593

	Par			Value
SLM Student Loan Trust
0.74%, 09/16/24†		$	100,000		$	91,677
1.06%, 03/15/33 144A†			84,040			82,996
SunTrust Student Loan Trust
0.43%, 01/30/23 144A†			100,000			99,065
Total Asset-Backed Securities (Cost $1,692,956)						1,579,296
CORPORATE BONDS — 2.6%
AbbVie, Inc.
1.75%, 11/06/17 144AD			80,000			80,964
2.90%, 11/06/22 144A			50,000			51,028
Access Midstream Partners LP
4.88%, 05/15/23			30,000			30,488
AES Corporation
7.75%, 10/15/15			30,000			33,825
8.00%, 06/01/20			40,000			46,200
American Express Co.
6.80%, 09/01/66†			140,000			150,850
American International Group, Inc.
5.85%, 01/16/18			180,000			213,269
Amgen, Inc.
3.88%, 11/15/21D			150,000			165,032
Apache Corporation
5.63%, 01/15/17			110,000			128,961
Arch Coal, Inc.
7.00%, 06/15/19D			70,000			65,450
AT&T, Inc.
5.50%, 02/01/18			180,000			214,675
3.88%, 08/15/21			30,000			33,497
2.63%, 12/01/22			40,000			40,153
6.30%, 01/15/38			60,000			77,203
BAC Capital Trust XIV
4.00%, 09/29/49†			10,000			8,464
Baker Hughes, Inc.
7.50%, 11/15/18			60,000			79,584
Bank of America Corporation
5.42%, 03/15/17			60,000			65,784
3.88%, 03/22/17			20,000			21,712
5.75%, 12/01/17			200,000			233,373
Boeing Capital Corporation
4.70%, 10/27/19			40,000			47,266
Boeing Co.
4.88%, 02/15/20			60,000			72,400
Calpine Corporation
7.88%, 01/15/23 144A			80,000			90,800
Caterpillar Financial Services Corporation
6.20%, 09/30/13			110,000			114,770
CCO Holdings LLC
7.00%, 01/15/19			70,000			75,862
6.50%, 04/30/21			10,000			10,838
Cellco Partnership/Verizon Wireless Capital LLC
8.50%, 11/15/18			10,000			13,774
Cengage Learning Acquisitions, Inc.
11.50%, 04/15/20 144A			10,000			8,675
CIT Group, Inc.
4.25%, 08/15/17			20,000			20,689
Citigroup, Inc.
6.00%, 12/13/13			110,000			115,292
6.38%, 08/12/14			20,000			21,621

198 See Notes to Financial Statements.

SMALL CAP EQUITY FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par			Value
5.00%, 09/15/14		$	170,000		$	178,928
5.50%, 10/15/14			50,000			53,665
3.95%, 06/15/16			70,000			75,406
6.00%, 08/15/17			30,000			35,381
6.88%, 03/05/38			60,000			79,256
5.90%, 12/29/49†			20,000			20,282
5.95%, 12/29/49†D			30,000			30,412
Cliffs Natural Resources, Inc.
3.95%, 01/15/18D			40,000			40,305
4.80%, 10/01/20D			20,000			19,908
Comcast Cable Communications Holdings, Inc.
9.46%, 11/15/22			30,000			45,437
Comcast Corporation
6.50%, 01/15/17			120,000			144,857
5.15%, 03/01/20			20,000			23,742
5.65%, 06/15/35D			10,000			11,773
Concho Resources Inc.
6.50%, 01/15/22			33,000			36,465
ConocoPhillips Holding Co.
6.95%, 04/15/29			60,000			83,877
CONSOL Energy, Inc.
6.38%, 03/01/21D			50,000			51,500
Countrywide Financial Corporation
6.25%, 05/15/16			50,000			54,927
CVS Caremark Corporation
2.75%, 12/01/22D			160,000			160,935
CVS Pass-Through Trust
6.94%, 01/10/30			62,103			78,383
Devon Energy Corporation
5.60%, 07/15/41			90,000			107,314
Duke Energy Carolinas LLC
5.30%, 02/15/40			50,000			60,236
Eaton Corporation
1.50%, 11/02/17 144A			30,000			30,096
2.75%, 11/02/22 144AD			60,000			59,943
4.15%, 11/02/42 144A			20,000			20,313
Ecolab, Inc.
4.35%, 12/08/21			20,000			22,365
Energy Future Intermediate Holding Co., LLC
10.00%, 12/01/20			50,000			56,625
Enterprise Products Operating LLC
6.30%, 09/15/17			170,000			205,852
6.13%, 10/15/39			10,000			12,124
Express Scripts Holding Co.
3.50%, 11/15/16 144A			150,000			160,520
FirstEnergy Corporation
7.38%, 11/15/31			130,000			168,378
Ford Motor Credit Co., LLC
12.00%, 05/15/15			140,000			172,900
Freeport-McMoRan Copper & Gold, Inc.
3.55%, 03/01/22D			145,000			144,087
Fresenius Medical Care US Finance, Inc.
6.88%, 07/15/17			40,000			45,200
General Electric Capital Corporation
1.63%, 07/02/15			30,000			30,516
6.00%, 08/07/19			260,000			316,749
4.63%, 01/07/21D			30,000			34,087

	Par			Value
6.38%, 11/15/67†		$	130,000		$	137,475
General Electric Co.
0.85%, 10/09/15			30,000			30,126
Goldman Sachs Capital II
4.00%, 06/01/43†			10,000			7,823
Goldman Sachs Group, Inc.
5.25%, 10/15/13			20,000			20,704
6.00%, 05/01/14			10,000			10,646
3.30%, 05/03/15			100,000			104,284
5.95%, 01/18/18D			100,000			116,498
6.00%, 06/15/20			40,000			47,602
5.25%, 07/27/21			10,000			11,420
6.25%, 02/01/41			130,000			160,082
Hess Corporation
8.13%, 02/15/19			90,000			118,599
HSBC Finance Corporation
6.68%, 01/15/21			220,000			261,418
Humana, Inc.
7.20%, 06/15/18			60,000			74,073
3.15%, 12/01/22			20,000			19,931
Hyundai Capital America
2.13%, 10/02/17 144A			20,000			20,166
International Lease Finance Corporation
6.50%, 09/01/14 144A			30,000			32,175
6.75%, 09/01/16 144A			140,000			157,850
JPMorgan Chase & Co.
1.10%, 10/15/15			110,000			110,072
6.13%, 06/27/17			200,000			233,889
4.40%, 07/22/20			60,000			67,841
4.25%, 10/15/20			40,000			44,560
4.35%, 08/15/21			10,000			11,203
4.50%, 01/24/22D			100,000			113,337
Kerr-McGee Corporation
6.95%, 07/01/24			120,000			152,352
Kinder Morgan Energy Partners LP
6.00%, 02/01/17			70,000			81,836
Kraft Foods Group, Inc.
5.38%, 02/10/20 144A			62,000			74,557
3.50%, 06/06/22 144A			60,000			64,171
Lehman Escrow Bonds
0.00%, 03/01/42+W†			120,000			—
0.00%, 08/19/45+W†			50,000			—
0.00%, 07/19/47+W†			160,000			—
0.00%, 11/30/49+W†			10,000			—
M&T Bank Corporation
6.88%, 12/29/49 144A			70,000			73,171
MarkWest Energy Partners LP
6.25%, 06/15/22			10,000			10,950
5.50%, 02/15/23D			20,000			21,800
Medtronic, Inc.
4.45%, 03/15/20			40,000			46,537
Merrill Lynch & Co., Inc.
5.45%, 02/05/13			220,000			220,960
MetLife, Inc.
6.75%, 06/01/16			50,000			59,263
6.40%, 12/15/66			100,000			107,423
Mondelez International, Inc.
5.38%, 02/10/20			58,000			70,127
Morgan Stanley
4.75%, 03/22/17			10,000			10,920
Noble Energy, Inc.
4.15%, 12/15/21D			90,000			99,538

See Notes to Financial Statements. 199

	Par			Value
NVR, Inc.
3.95%, 09/15/22		$	10,000		$	10,383
Occidental Petroleum Corporation
3.13%, 02/15/22			50,000			53,288
2.70%, 02/15/23D			30,000			30,677
Oracle Corporation
1.20%, 10/15/17			70,000			70,289
Pacific Gas & Electric Co.
5.63%, 11/30/17			30,000			36,260
6.05%, 03/01/34			80,000			103,409
Pemex Project Funding Master Trust
6.63%, 06/15/35D			90,000			114,750
PepsiCo, Inc.
0.70%, 08/13/15			70,000			70,135
7.90%, 11/01/18			13,000			17,564
Pfizer, Inc.
6.20%, 03/15/19			70,000			88,596
QEP Resources, Inc.
5.25%, 05/01/23			30,000			32,250
Range Resources Corporation
5.75%, 06/01/21D			60,000			64,500
Raytheon Co.
3.13%, 10/15/20			30,000			31,972
Regency Energy Partners LP
6.50%, 07/15/21			42,000			46,200
Reynolds Group Issuer, Inc.
5.75%, 10/15/20 144AD			70,000			72,450
Roche Holdings, Inc.
6.00%, 03/01/19 144A			50,000			62,322
Rock-Tenn Co.
3.50%, 03/01/20 144A			30,000			30,840
4.00%, 03/01/23 144A			20,000			20,359
Safeway, Inc.
3.95%, 08/15/20D			10,000			10,019
4.75%, 12/01/21D			30,000			30,965
SLM Corporation
3.88%, 09/10/15			30,000			30,859
Southern Copper Corporation
5.25%, 11/08/42			100,000			100,583
Sprint Nextel Corporation
7.00%, 08/15/20D			120,000			131,700
State Street Corporation
4.96%, 03/15/18			100,000			113,400
Superior Energy Services, Inc.
7.13%, 12/15/21			10,000			11,175
Taylor Morrison Communities, Inc.
7.75%, 04/15/20 144A			20,000			21,300
Teachers Insurance & Annuity Association of America
6.85%, 12/16/39 144A			60,000			81,667
Thermo Fisher Scientific, Inc.
3.60%, 08/15/21			20,000			21,310
Time Warner Cable, Inc.
6.75%, 07/01/18D			110,000			137,573
8.25%, 04/01/19			40,000			53,298
4.13%, 02/15/21			10,000			10,970
5.88%, 11/15/40			70,000			81,864
Time Warner, Inc.
4.70%, 01/15/21			30,000			34,211
6.25%, 03/29/41			10,000			12,392

	Par			Value
Toyota Motor Credit Corporation
1.25%, 10/05/17		$	40,000		$	40,331
United Airline 2009-2A Pass Through Trust
9.75%, 07/15/18			39,867			46,146
United Parcel Service, Inc.
4.50%, 01/15/13			50,000			50,072
United Technologies Corporation
4.50%, 06/01/42			10,000			11,159
UnitedHealth Group, Inc.
4.88%, 02/15/13			100,000			100,504
Univision Communications, Inc.
6.75%, 09/15/22 144A			40,000			41,500
Verizon Communications, Inc.
8.75%, 11/01/18			8,000			11,121
2.45%, 11/01/22			90,000			90,226
Wachovia Capital Trust III
5.57%, 03/29/49†			40,000			39,950
Wachovia Corporation
5.63%, 10/15/16			270,000			309,831
Wal-Mart Stores, Inc.
6.50%, 08/15/37			100,000			141,119
Waste Management, Inc.
7.38%, 05/15/29			20,000			26,472
WellPoint, Inc.
1.25%, 09/10/15			20,000			20,171
5.88%, 06/15/17			110,000			130,688
Wells Fargo & Co.
3.68%, 06/15/16 STEP			50,000			54,099
2.10%, 05/08/17D			30,000			31,048
1.50%, 01/16/18			30,000			30,086
4.60%, 04/01/21D			10,000			11,522
Williams Cos., Inc.
7.88%, 09/01/21			24,000			30,972
7.50%, 01/15/31			15,000			18,804
7.75%, 06/15/31			24,000			30,704
8.75%, 03/15/32			5,000			6,949
Williams Partners LP
5.25%, 03/15/20			20,000			23,074
WPX Energy, Inc.
6.00%, 01/15/22D			20,000			21,650
Wyeth LLC
5.95%, 04/01/37			10,000			13,388
Total Corporate Bonds (Cost $10,259,962)						11,381,738
FOREIGN BONDS — 1.0%
Australia — 0.1%
BHP Billiton Finance (USA), Ltd.
6.50%, 04/01/19D			110,000			140,470
3.25%, 11/21/21			10,000			10,783
Commonwealth Bank of Australia
3.75%, 10/15/14 144A			60,000			63,105
5.00%, 10/15/19 144A			20,000			23,276
FMG Resources August 2006 Proprietary, Ltd.
7.00%, 11/01/15 144A			50,000			52,750
Rio Tinto Finance (USA), Ltd.
9.00%, 05/01/19			90,000			123,776
						414,160

200 See Notes to Financial Statements.

SMALL CAP EQUITY FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par			Value
Canada — 0.3%
Anadarko Finance Co.
7.50%, 05/01/31D		$	60,000		$	79,604
Barrick Gold Corporation
6.95%, 04/01/19			100,000			124,585
Hydro Quebec
1.38%, 06/19/17			240,000			243,479
Potash Corporation of Saskatchewan, Inc.
4.88%, 03/30/20D			20,000			23,026
Province of British Columbia
2.00%, 10/23/22			120,000			118,513
Province of Ontario
1.10%, 10/25/17D			220,000			220,500
4.40%, 04/14/20D			160,000			188,723
Xstrata Finance Canada, Ltd.
1.80%, 10/23/15 144A			60,000			60,367
2.45%, 10/25/17 144A			60,000			60,650
						1,119,447
Cayman Islands — 0.1%
Petrobras International Finance Co.
3.88%, 01/27/16			50,000			53,000
6.13%, 10/06/16			40,000			45,406
5.75%, 01/20/20			32,000			36,587
5.38%, 01/27/21			150,000			169,623
Vale Overseas, Ltd.
4.38%, 01/11/22			195,000			209,139
6.88%, 11/21/36			60,000			74,675
						588,430
Chile — 0.0%
Celulosa Arauco y Constitucion SA
4.75%, 01/11/22			40,000			42,156
France — 0.0%
BNP Paribas SA
2.38%, 09/14/17			50,000			50,774
Credit Agricole SA
8.38%, 10/29/49 144A†			120,000			127,800
						178,574
Iceland — 0.0%
Glitnir Banki HF
6.69%, 06/15/16+ 144A#			130,000			1
Japan — 0.0%
Sumitomo Mitsui Banking Corporation
3.15%, 07/22/15 144A			100,000			105,390
Jersey — 0.0%
UBM PLC
5.75%, 11/03/20 144A			30,000			31,698
Luxembourg — 0.0%
ArcelorMittal
5.00%, 02/25/17D			10,000			10,103
Mexico — 0.1%
America Movil SAB de CV
5.63%, 11/15/17			30,000			36,217
Mexican Bonos
8.00%, 06/11/20(M)			2,670,000			243,427
6.50%, 06/09/22(M)			2,930,000			246,377

	Par			Value
Mexico Government International Bond
6.05%, 01/11/40		$	10,000		$	13,460
4.75%, 03/08/44D			50,000			56,625
						596,106
Netherlands — 0.2%
Achmea Hypotheekbank NV
3.20%, 11/03/14 144A			370,000			388,041
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA
3.38%, 01/19/17D			100,000			107,531
Deutsche Telekom International Finance BV
5.75%, 03/23/16			75,000			85,520
Shell International Finance BV
4.38%, 03/25/20			90,000			104,560
						685,652
Spain — 0.1%
BBVA US Senior SA Unipersonal
3.25%, 05/16/14			100,000			100,123
Santander US Debt SA Unipersonal
3.72%, 01/20/15 144A			100,000			100,503
Telefonica Emisiones SA Unipersonal
5.88%, 07/15/19			30,000			32,850
						233,476
United Kingdom — 0.1%
BP Capital Markets PLC
5.25%, 11/07/13			90,000			93,674
3.88%, 03/10/15			30,000			31,977
3.56%, 11/01/21			10,000			10,838
3.25%, 05/06/22			50,000			52,782
GlaxoSmithKline Capital PLC
2.85%, 05/08/22			60,000			62,447
Royal Bank of Scotland
Group PLC
2.55%, 09/18/15D			10,000			10,241
7.65%, 08/29/49†			10,000			10,200
WPP Finance UK
8.00%, 09/15/14			100,000			110,629
						382,788
Total Foreign Bonds
(Cost $4,224,582)						4,387,981
MORTGAGE-BACKED SECURITIES — 4.0%
American Home Mortgage Investment Trust
0.91%, 04/25/44†			32,466			29,237
0.50%, 11/25/45†			164,796			133,132
Banc of America Commercial Mortgage Trust
5.42%, 09/10/45†			17,000			18,565
5.63%, 07/10/46			90,000			102,963
Bear Stearns Adjustable Rate Mortgage Trust
2.83%, 02/25/35†			61,463			50,259
Bear Stearns Mortgage Funding Trust
0.42%, 12/25/46†			130,927			22,381

See Notes to Financial Statements. 201

	Par			Value
CD 2006-CD2 Mortgage Trust
5.35%, 01/15/46†		$	10,000		$	10,924
Commercial Mortgage Lease-Backed Certificates
6.75%, 06/20/31 144A			152,257			161,402
Countrywide Alternative Loan Trust
0.45%, 07/25/35†			161,067			110,638
0.47%, 07/25/35†			208,048			150,960
Credit Suisse First Boston Mortgage Securities Corporation
6.00%, 10/25/35			95,041			60,532
Federal Home Loan Mortgage Corporation
4.00%, 10/01/25			455,584			481,790
3.10%, 05/01/37†			9,081			9,703
5.50%, 12/01/38			180,266			194,738
6.00%, 11/01/39			300,039			326,598
4.00%, 10/01/42			99,686			110,688
Federal Home Loan Mortgage Corporation REMIC
(1.00)%, 09/15/31 IOW†			776,397			91,009
6.00%, 05/15/36			148,292			170,731
20.08%, 04/15/39 IOW†			97,750			21,201
9.19%, 01/15/40 IOW†			91,633			13,353
Federal National Mortgage Association
2.50%, 01/01/28 TBA			400,000			418,250
4.50%, 05/01/31			73,820			80,252
6.00%, 04/01/33			25,703			28,711
5.00%, 07/01/33			28,115			30,631
5.00%, 09/01/33			29,769			32,433
6.00%, 02/01/34			9,233			10,314
2.76%, 09/01/35†			56,282			59,861
5.00%, 10/01/35			57,180			62,298
6.00%, 11/01/35			56,813			63,460
7.00%, 04/01/37			77,022			88,152
6.00%, 08/01/37			98,844			110,660
6.50%, 11/01/37			80,249			90,177
5.50%, 08/01/38			65,205			72,131
7.00%, 02/01/39			346,898			406,152
6.00%, 10/01/40			380,755			416,855
3.50%, 01/01/41 TBA			300,000			319,840
4.00%, 09/01/41			537,147			576,544
4.00%, 11/01/41			142,974			153,464
4.00%, 04/01/42			290,275			322,821
4.00%, 06/01/42			97,487			105,797
3.00%, 09/01/42			494,590			521,738
4.00%, 09/01/42			99,594			110,761
3.50%, 10/01/42			298,486			322,493
4.00%, 12/01/42			99,840			111,034
2.50%, 01/01/43 TBA			200,000			203,812
3.00%, 01/01/43 TBA			2,100,000			2,200,406
4.00%, 01/01/43			100,000			111,837
Federal National Mortgage Association Interest STRIP
4.25%, 04/25/27 IOW†			178,073			18,714
12.80%, 11/25/39 IOW†			79,576			8,537
7.25%, 11/25/41 IOW†			82,838			9,153
13.57%, 04/25/42 IOW†			169,785			20,139
Federal National Mortgage Association REMIC
3.40%, 06/25/27 IOW†			387,812			48,225

	Par			Value
(1.00)%, 03/25/39 IOW†		$	97,491		$	25,406
6.50%, 06/25/39			100,000			111,247
11.20%, 12/25/39 IOW†			28,999			3,658
5.33%, 10/25/40 IOW†			52,616			8,680
10.12%, 12/25/40 IOW†			107,687			15,565
5.61%, 01/25/41 IOW†			63,005			10,961
5.50%, 07/25/41			108,579			129,171
8.29%, 07/25/41 IOW†			246,433			38,183
0.79%, 09/25/41 IOW†			180,223			33,562
2.68%, 10/25/41 IOW†			230,728			48,671
6.38%, 03/25/42 IOW†			100,000			19,409
6.50%, 03/25/42			300,000			350,776
5.50%, 04/25/42			400,000			445,112
6.00%, 05/25/42			200,000			223,576
7.00%, 05/25/42			198,089			232,977
6.65%, 06/25/42 IOW†			266,371			47,655
6.50%, 07/25/42			290,000			328,469
FHLMC Multifamily Structured Pass Through Certificates
25.00%, 01/25/20 IOW†			213,752			12,760
3.96%, 04/25/20 IOW†			718,648			48,350
25.00%, 06/25/20 IOW†			664,361			62,663
25.00%, 08/25/20 IOW†			205,056			16,933
25.00%, 04/25/21 IOW†			522,842			44,011
25.00%, 06/25/21 IOW†			273,164			23,329
25.00%, 07/25/21 IOW†			208,383			23,531
25.00%, 10/25/21 IOW†			183,798			20,114
25.00%, 12/25/21 IOW†			109,277			10,909
0.00%, 05/25/22 IOW†			90			10
First Horizon Alternative Mortgage Securities
2.53%, 02/25/36†			146,338			107,095
0.58%, 02/25/37†			63,215			38,741
Government National Mortgage Association
1.79%, 12/16/36 IOW†			68,330			9,764
8.79%, 05/20/37 IOW†			73,810			11,144
6.50%, 10/20/37			58,948			66,925
4.63%, 02/20/38 IOW†			483,627			72,607
6.00%, 07/20/38			77,319			86,290
6.00%, 09/20/38			513,726			573,334
(1.00)%, 11/20/38 IOW†			108,771			15,035
5.00%, 10/20/39			110,676			122,644
5.00%, 01/15/40			358,015			392,952
2.44%, 01/20/40 IOW†			72,523			12,600
4.50%, 01/20/40			68,668			75,709
7.06%, 03/20/40 IOW†			201,612			30,059
4.50%, 05/20/40			71,751			79,108
4.50%, 07/20/40			70,256			77,685
5.00%, 08/20/40			130,734			144,670
2.94%, 09/20/40 IOW†			63,440			11,141
6.46%, 09/20/40 IOW†			63,398			9,952
6.00%, 10/20/40			58,154			65,228
4.50%, 01/20/41			74,545			82,235
6.16%, 01/20/41 IOW†			66,488			9,817
4.50%, 03/20/41			427,802			470,697
3.50%, 01/01/42 TBA			400,000			434,594
3.00%, 01/01/43 TBA			200,000			212,609
1.36%, 11/20/59†			283,433			292,475
1.21%, 05/20/60†			157,820			162,230
0.71%, 01/20/61†			218,507			220,094
0.66%, 02/20/61†			226,090			227,240
0.71%, 03/20/61†			94,529			95,244

202 See Notes to Financial Statements.

SMALL CAP EQUITY FUND

SCHEDULE OF INVESTMENTS (Continued)

	Par			Value
Granite Mortgages PLC
0.82%, 07/20/43†		$	22,616		$	22,458
Greenpoint Mortgage Funding Trust
0.47%, 10/25/45†			42,911			31,937
GS Mortgage Securities Corporation II
3.55%, 04/10/34 144A			26,000			28,086
5.79%, 08/10/45†			40,000			46,116
GSMPS Mortgage Loan Trust
0.56%, 03/25/35 144A†			27,574			23,089
0.56%, 09/25/35 144A†			83,755			70,143
Harborview Mortgage
Loan Trust
0.45%, 06/19/35†			202,710			162,782
Homestar Mortgage Acceptance Corporation
0.66%, 07/25/34†			75,214			73,439
Impac CMB Trust
1.01%, 03/25/33†			14,644			13,872
JP Morgan Chase Commercial Mortgage Securities Corporation
5.44%, 05/15/45			26,000			29,209
5.88%, 02/12/51†			10,000			11,595
MASTR Adjustable Rate Mortgages Trust
0.95%, 12/25/46†			260,956			98,962
Merrill Lynch Mortgage Investors, Inc.
4.98%, 05/25/34†			16,501			16,774
Merrill Lynch/Countrywide Commercial Mortgage Trust
5.20%, 12/12/49†			25,000			27,639
Morgan Stanley Bank of America Merrill Lynch Trust
1.94%, 08/15/45 IO 144AW†			139,316			15,645
Morgan Stanley Capital I
5.69%, 04/15/49†			100,000			116,118
RBSSP Resecuritization Trust
3.46%, 12/26/35 144A†			27,528			27,583
Residential Accredit Loans, Inc.
3.41%, 12/26/34†			204,011			159,416
Structured Adjustable Rate Mortgage Loan Trust
2.81%, 11/25/34†			64,675			59,360
Structured Asset Securities Corporation
0.51%, 10/25/27†			19,585			19,348
UBS-Barclays Commercial Mortgage Trust
3.32%, 12/10/45 144A			25,000			25,449
Wachovia Bank Commercial Mortgage Trust
5.34%, 12/15/43			30,000			34,372
Washington Mutual Mortgage Pass-Through Certificates
2.46%, 02/25/33†			25,205			25,175
2.51%, 10/25/33†			74,319			76,378
2.45%, 01/25/35†			88,599			88,895
2.42%, 11/25/36†			161,103			129,169
0.53%, 08/25/45†			108,803			101,877
Wells Fargo Mortgage Loan Trust
3.11%, 08/27/35 144A†			75,949			76,633

	Par			Value
Wells Fargo Mortgage-Backed Securities Trust
2.72%, 04/25/36†		$	54,679		$	49,893
WF-RBS Commercial Mortgage Trust
25.00%, 06/15/45 IO 144AW†			79,448			8,672
Total Mortgage-Backed Securities (Cost $18,151,051)						17,622,146
MUNICIPAL BOND — 0.0%
Northstar Education Finance, Inc., Revenue Bond
1.71%, 01/29/46†
(Cost $62,377)			75,000			62,701
	Number of Contracts
PURCHASED OPTIONS — 0.0%
Call Options — 0.0%
10-Year U.S. Treasury Note, Strike Price $133.50, expires
01/25/13 (MLCS)			8			2,375
U.S. Treasury Long Bond Futures, Strike Price $151.00, Expires 02/22/13 (MLCS)			6			4,312
U.S. Treasury Long Bond Futures, Strike Price $152.00, Expires 01/25/13 (MLCS)			3			516
Total Purchased Options (Cost $18,071)						7,203
	Par
U.S. TREASURY OBLIGATIONS — 1.2%
U.S. Treasury Bonds
3.13%, 02/15/42		$	195,000			203,927
2.75%, 08/15/42			1,280,000			1,236,200
2.75%, 11/15/42			190,000			183,083
						1,623,210
U.S. Treasury Inflationary Index Bond
0.75%, 02/15/42			430,000			483,497
U.S. Treasury Notes
2.75%, 10/31/13			150,000			153,205
0.38%, 06/15/15			100,000			100,172
0.25%, 09/15/15			10,000			9,980
0.25%, 10/15/15			20,000			19,958
0.75%, 10/31/17			970,000			973,335
1.25%, 10/31/19			900,000			907,594
1.13%, 12/31/19			470,000			468,752
1.63%, 11/15/22			550,000			544,070
						3,177,066
Total U.S. Treasury Obligations (Cost $5,268,720)						5,283,773
TOTAL INVESTMENTS — 130.2% (Cost $529,236,127)						579,353,654

See Notes to Financial Statements. 203

	Number of Contracts			Value
WRITTEN OPTIONS — 0.0%
Call Options — 0.0%
U.S. Treasury Long Bond Futures, Strike Price $155.00, Expires 02/22/13 (MLCS)		(6	)		$	(938	)
U.S. Treasury Long Bond Futures, Strike Price $156.00, Expires 02/22/13 (MLCS)		(6	)			(562	)
						(1,500	)
Put Option — 0.0%
U.S. Treasury Long Bond Futures, Strike Price $142.00, Expires 02/22/13 (MLCS)		(6	)			(2,906	)
Total Written Options
(Premiums received $(11,848))						(4,406	)
Liabilities in Excess of Other Assets — (30.2)%						(134,525,748	)
NET ASSETS — 100.0%					$	444,823,500

PORTFOLIO SUMMARY (based on net assets)

	%
Money Market Funds		34.2
Financial Services		17.5
Producer Durables		12.8
Technology		12.5
Consumer Discretionary		11.2
Foreign Common Stocks		8.6
Healthcare		8.1
Futures Contracts		7.1
Materials & Processing		5.2
Energy		5.0
Mortgage-Backed Securities		4.0
Utilities		3.1
Corporate Bonds		2.6
Consumer Staples		2.5
U.S. Treasury Obligations		1.2
Foreign Bonds		1.0
Agency Obligations		0.4
Asset-Backed Securities		0.3
Municipal Bond		—	**
Purchased Options		—	**
Rights/Warrants		—	**
Written Options		—	**
Forward Foreign Currency Contracts		(0.6	)
		136.7
** Rounds to less than 0.005%.

204 See Notes to Financial Statements.

SMALL CAP EQUITY FUND

SCHEDULE OF INVESTMENTS (Continued)

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value				Level 1 Quoted Prices				Level 2 Other Significant Observable Inputs				Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Agency Obligations		$	2,006,222			$	—			$	2,006,222			$	—
Asset-Backed Securities			1,579,296				—				1,489,259				90,037
Common Stocks			346,363,106				345,804,980				—				558,126
Corporate Bonds			11,381,738				—				11,335,592				46,146
Foreign Common Stocks			38,440,057				38,440,057				—				—
Foreign Bonds			4,387,981				—				4,387,980				1
Money Market Funds			152,216,431				152,216,431				—				—
Mortgage-Backed Securities			17,622,146				—				17,565,602				56,544
Municipal Bond			62,701				—				62,701				—
Purchased Options			7,203				7,203				—				—
Rights/Warrants			3,000				—				—				3,000
U.S. Treasury Obligations			5,283,773				—				5,283,773				—
Total Assets - Investments in Securities		$	579,353,654			$	536,468,671			$	42,131,129			$	753,854
Other Financial Instruments***
Futures Contracts		$	1,183,260			$	1,183,260			$	—			$	—
Total Assets - Other Financial Instruments		$	1,183,260			$	1,183,260			$	—			$	—
Liabilities:
Investments in Securities:
Written Options		$	(4,406	)		$	(4,406	)		$	—			$	—
Total Liabilities - Investments in Securities		$	(4,406	)		$	(4,406	)		$	—			$	—
Other Financial Instruments***
Forward Foreign Currency Contracts		$	(21,696	)		$	—			$	(21,696	)		$	—
Total Liabilities - Other Financial Instruments		$	(21,696	)		$	—			$	(21,696	)		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

There were no transfers between Level 1 and Level 2 during the year ended December 31, 2012.

Management has determined that the amount of Level 3 securities compared to total net assets is not material; therefore, the reconciliation of Level 3 securities and assumptions is not shown for the period ending December 31, 2012.

See Notes to Financial Statements. 205

International Equity Fund

Despite the continued uncertainty regarding the sovereign debt crisis in Europe, recession fears and moderating growth expectations in China, international equity markets enjoyed healthy double-digit returns in 2012. The MSCI EAFE Index (Net), a measure of international developed country returns, posted solid gains in three out of four quarters, bringing the one-year return to 17.32%. Emerging markets equities, as measured by the MSCI Emerging Markets Index (Net), outperformed developed markets and gained 18.22% for the year.

All regions within the MSCI ACWI (All Country World Index) ex-U.S. Index (representing both developed and emerging international markets) ended the year in positive territory. The best performing markets were predominantly in Europe, while the only negative performing markets were in the Africa/Mideast region. The U.K. and Japanese markets generated a solid positive gain for the year, though both finished behind the overall market. From a sector perspective, all groups generated positive results for the one-year period. The financial services and consumer discretionary sectors were the best performers and posted gains of over 20% for the year, while the energy and utilities sectors, though still positive, experienced the weakest returns for the calendar year. From a style perspective, developed value-oriented stocks outperformed growth-oriented stocks over the one-year period ending December 31, 2012.

The Fund was primarily comprised of equities of foreign companies and is diversified among a large number of companies across different industries and economic sectors. The GS4 Class of the Fund outperformed its benchmark, the MSCI ACWI (All Country World Index) Ex-U.S., for the one-year period ended December 31, 2012 (17.05% versus 16.83%). On a country basis, overweight exposure and security selection to Germany and security selection to Spain contributed positively to the Fund, while security selection to Japan and Brazil negatively impacted performance. On a sector basis, security selection to the industrials and materials sectors added value, while underweight exposure to the financial services sector and security selection to the consumer staples sector detracted from benchmark-relative returns during the year. Within the Fund, certain derivatives were utilized to determine active views in currency and country selection and to hedge foreign currency exposure back to the U.S. dollar. These derivative positions primarily included forward currency exchange contracts, currency forward contracts and stock index futures. Overall, derivative exposure had a slight positive impact on Fund performance over the course of the year.

This Fund may be suitable to investors who seek higher, long-term rates of return, can accept significant short-term fluctuations in account value and want to diversify their portfolio with international stocks. The Fund invests in foreign and emerging market securities which involve certain risks such as currency volatility, political and social instability and reduced market liquidity. To the extent that the investment adviser misjudges current market conditions, the Fund’s volatility may be amplified by its use of short sales and derivatives and by its ability to select sub-advisers to allocate assets. Short sales by a fund theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. Leverage may increase the risk of loss and cause fluctuations in the market value of the Fund’s portfolio to have disproportionately large effects or cause the net asset value of the Fund generally to decline faster than it would otherwise.

Please see page 220 for information regarding specific portfolio allocations. Portfolio holdings are subject to change and risk at any time.

206

International Equity Fund

Average Annual Total Returns as of 12/31/12
	GS2 Class*	GS4 Class*	Benchmark**
One Year	17.43%	17.05%	16.83%
Five Year	-3.46%	-3.67%	-2.89%
Ten Year	8.39%	8.17%	9.74%
Inception Date	08/27/01	08/27/01
Total Fund Operating Expenses (April 28, 2012 Prospectus, as amended on November 30, 2012)(1)	1.24%	1.48%

⁽¹⁾Current information regarding the Fund’s Operating Expenses can be found in the Financial Highlights.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.GuideStoneFunds.org. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

The graph compares the results of a hypothetical $10,000 investment in the GS4 Class of the Fund for the 10 year period from December 31, 2002 to December 31, 2012, with all dividends and capital gains reinvested, with the MSCI ACWI (All Country World Index) Ex-U.S. Index.

*These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

**The MSCI ACWI (All Country World Index) Ex-U.S. Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed (excluding U.S.) and emerging markets.

Unlike a mutual fund, the performance of an index assumes no taxes, transaction costs, management fees or other expenses.

207

INTERNATIONAL EQUITY FUND SCHEDULE OF INVESTMENTS December 31, 2012

	Shares		Value
FOREIGN COMMON STOCKS — 95.4%
Argentina — 0.1%
Banco Macro SA ADRD		11,078	$	200,955
MercadoLibre, Inc.D		10,600		832,842
				1,033,797
Australia — 3.8%
AGL Energy, Ltd.‡‡		31,924		513,215
Alumina, Ltd.		34,920		33,514
Amcor, Ltd.‡‡		508,815		4,300,392
AMP, Ltd.		833,453		4,227,601
Arrium, Ltd.		275,826		268,829
Asciano, Ltd.		49,499		242,150
ASX, Ltd.‡‡		2,537		82,793
Aurizon Holdings, Ltd.		39,419		155,011
Australia & New Zealand Banking Group, Ltd.‡‡		64,485		1,698,316
Bank of Queensland, Ltd.		24,743		190,960
BHP Billiton, Ltd.‡‡		64,383		2,513,550
BlueScope Steel, Ltd.		83,582		305,726
Boart Longyear, Ltd.‡‡		461,505		898,597
Brambles, Ltd.		219,301		1,738,908
Caltex Australia, Ltd.‡‡		30,606		617,315
CFS Retail Property Trust Group REIT‡‡		37,629		75,276
Coca-Cola Amatil, Ltd.‡‡		27,227		382,632
Cochlear, Ltd.D		23,994		1,989,101
Commonwealth Bank of Australia‡‡		30,622		1,994,309
Computershare, Ltd.‡‡		6,176		58,262
CSL, Ltd.‡‡		41,183		2,325,091
Dexus Property Group REIT‡‡		84,924		90,199
Downer EDI, Ltd.*‡‡		579,101		2,482,566
Fairfax Media, Ltd.‡‡		89,241		47,692
Flight Centre, Ltd.‡‡		10,666		301,804
Fortescue Metals Group, Ltd.D‡‡		538,076		2,681,480
Goodman Group REIT‡‡		33,286		151,670
GPT Group+		63,198		—
GPT Group REIT		26,294		101,211
Iluka Resources, Ltd.D		101,583		981,699
Incitec Pivot, Ltd.‡‡		138,430		471,962
Insurance Australia Group, Ltd.‡‡		51,029		251,336
JB Hi-Fi, Ltd.		42,830		463,563
Leighton Holdings, Ltd.‡‡		3,018		56,971
Lend Lease Group‡‡		7,753		75,714
Macquarie Group, Ltd.‡‡		4,285		160,521
Mirvac Group REIT‡‡		47,808		74,401
Monadelphous Group, Ltd.‡‡		5,824		149,942
Mount Gibson Iron, Ltd.		781,599		692,018
Myer Holdings, Ltd.		45,547		103,051
National Australia Bank, Ltd.‡‡		135,078		3,552,983
Newcrest Mining, Ltd.‡‡		13,780		322,353
OZ Minerals, Ltd.‡‡		4,583		32,547
Pacific Brands, Ltd.‡‡		208,436		135,541
Primary Health Care, Ltd.‡‡		103,917		433,532
Qantas Airways, Ltd.*‡‡		332,519		520,699
QBE Insurance Group, Ltd.‡‡		290,139		3,324,402
Ramsay Health Care, Ltd.‡‡		8,544		243,695
Rio Tinto, Ltd.		5,051		355,132
Santos, Ltd.		20,768		243,332
Sims Metal Management, Ltd.‡‡		27,622		265,329
Sonic Healthcare, Ltd.‡‡		34,559		482,398
Spark Infrastructure Group‡‡		136,217		238,146

	Shares		Value
Stockland REIT‡‡		46,149	$	170,637
Suncorp Group, Ltd.‡‡		57,856		617,837
Telstra Corporation, Ltd.‡‡		555,398		2,530,808
Toll Holdings, Ltd.		251,853		1,207,118
Transfield Services, Ltd.		138,157		282,750
Wesfarmers, Ltd.‡‡		16,828		649,246
Westfield Group REIT‡‡		40,245		444,462
Westfield Retail Trust REIT‡‡		59,197		186,765
Westpac Banking Corporation‡‡		52,135		1,428,494
Woodside Petroleum, Ltd.		43,859		1,562,923
WorleyParsons, Ltd.		12,357		304,391
				53,484,868
Austria — 0.2%
Erste Group Bank AG		74,600		2,371,889
Wiener Versicherung Gruppe		14,958		798,369
				3,170,258
Belgium — 0.1%
Ageas STRIP VVPR*		5,306		7
Groupe Bruxelles Lambert SA‡‡		457		36,449
UCB SA		8,081		462,950
Umicore SA		10,536		583,413
				1,082,819
Bermuda — 0.3%
Catlin Group, Ltd.‡‡		731		6,015
Credicorp, Ltd.D		24,188		3,544,993
Kosmos Energy, Ltd.*		28,468		351,580
				3,902,588
Brazil — 2.7%
All America Latina Logistica SA		190,500		773,165
Amil Participacoes SA		99,590		1,500,538
Banco Bradesco SA ADRD		24,000		416,880
Banco do Brasil SA		39,500		493,870
Banco do Brasil SA ADRD		110,780		1,403,583
Banco Santander Brasil SA		170,783		1,248,655
Banco Santander Brasil SA ADR		275,489		2,002,805
BM&FBovespa SA		313,400		2,142,906
BR Malls Participacoes SA		92,800		1,224,643
Brookfield Incorporacoes SA		560,200		935,719
Centrais Eletricas Brasileiras SA ADRD		36,100		112,632
Cia Brasileira de Distribuicao Grupo Pao de Acucar ADRD		17,700		785,703
Cia de Saneamento Basico do Estado de Sao Paulo		45,300		1,921,959
Cia Energetica de Minas Gerais ADR		22,000		238,920
Cielo SA		32,800		912,953
Companhia Hering		11,700		239,943
Cosan SA Industria e Comercio		1,200		24,469
Duratex SA		151,800		1,100,967
EDP - Energias do Brasil SA		1,900		11,590
Embraer SA ADRD		77,700		2,215,227
Itau Unibanco Holding SA ADR		256,694		4,225,183
JBS SA		68,900		201,905
Lojas Renner SA		13,668		532,368
Magnesita Refratarios SA		52,339		210,890
Marfrig Alimentos SA		75,597		313,095

208 See Notes to Financial Statements.

INTERNATIONAL EQUITY FUND

SCHEDULE OF INVESTMENTS (Continued)

	Shares		Value
Metalurgica Gerdau SA		14,100		$	157,700
Multiplan Empreendimentos Imobiliarios SA		2,500			73,504
OGX Petroleo e Gas Participacoes SA*		965,320			2,065,007
Petroleo Brasileiro SA ADRD		176,750			3,423,659
Porto Seguro SA		36,100			414,158
Raia Drogasil SA		94,100			1,060,262
Totvs SA		26,611			524,942
Tractebel Energia SA		26,714			435,122
Ultrapar Participacoes SA		32,168			727,256
Vale SA ADRD		187,400			3,804,220
					37,876,398
Canada — 0.9%
Barrick Gold Corporation		49,933			1,748,154
Canadian National Railway Co.D		53,110			4,833,541
First Quantum Minerals, Ltd.D		205,839			4,533,963
Westjet Airlines, Ltd.		64,975			1,294,013
Yamana Gold, Inc.D		53,840			926,586
					13,336,257
Chile — 0.2%
Banco Santander Chile ADRD		1,039			29,601
Cap SA		1,007			33,770
Embotelladora Andina SA ADR Class AD		8,434			252,514
Embotelladora Andina SA ADR Class BD		13,344			506,672
Empresa Nacional de Electricidad SA		124,712			202,694
Empresas COPEC SA		11,100			157,442
Enersis SA ADRD		36,600			666,852
ENTEL Chile SA		31,900			659,609
Sociedad Quimica y Minera de Chile SA ADR		13,800			795,432
					3,304,586
China — 3.2%
AAC Technologies Holdings, Inc.		27,077			96,010
Agricultural Bank of China, Ltd.D		452,000			228,100
Anhui Conch Cement Co., Ltd. Class HD		629,096			2,349,901
Anta Sports Products, Ltd.D		164,000			147,562
Baidu, Inc. ADRD*		71,721			7,192,899
Bank of China, Ltd. Class H		2,328,000			1,054,311
Bank of Communications Co., Ltd. Class A		249,000			190,422
China BlueChemical, Ltd.		416,000			283,779
China Citic Bank Corporation, Ltd.D		49,000			29,695
China Communications Construction Co., Ltd. Class H		304,000			299,338
China Construction Bank Corporation Class H		2,044,000			1,670,382
China Life Insurance Co., Ltd. Class H		249,000			824,704
China Merchants Bank Co., Ltd. Class HD		1,093,190			2,457,871
China Minsheng Banking Corporation, Ltd.D		353,500			415,263
China Petroleum & Chemical Corporation Class H		820,000			944,045

	Shares		Value
China Railway Construction Corporation, Ltd.		1,729,200		$	2,000,407
China Railway Group, Ltd.		485,000			288,390
China Shenhua Energy Co., Ltd. Class H		288,151			1,290,720
China Telecom Corporation, Ltd. Class H		384,000			217,131
Chongqing Rural Commercial Bank Class H		127,000			70,894
CNOOC, Ltd.		1,489,900			3,282,269
Ctrip.com International, Ltd. ADRD*		37,014			843,549
Dongyue Group		312,500			211,270
ENN Energy Holdings, Ltd.		162,433			711,763
Evergrande Real Estate Group, Ltd.		169,000			95,326
Foxconn International Holdings, Ltd.*‡‡		16,000			7,848
Industrial & Commercial Bank of China Ltd. Class HD		1,735,000			1,252,283
Jiangsu Express Co., Ltd. Class H		128,000			133,269
Li Ning Co, Ltd.D		614,342			405,630
Longfor Properties Co., Ltd.D		521,458			1,036,796
New Oriental Education & Technology Group ADRD		34,300			666,449
NVC Lighting Holdings, Ltd.		1,837,000			485,818
Parkson Retail Group, Ltd.D		1,238,427			1,006,559
PetroChina Co., Ltd. Class H		46,000			66,363
PICC Property & Casualty Co., Ltd.		936,000			1,336,857
Sinopharm Group Co., Ltd. Class H		115,200			365,820
Sun Art Retail Group, Ltd.		762,500			1,178,858
Tencent Holdings, Ltd.		249,000			8,166,380
Want Want China Holdings, Ltd.D		652,283			914,113
West China Cement, Ltd.		1,597,528			325,423
Wumart Stores, Inc. Class HD		120,574			260,795
Yangzijiang Shipbuilding Holdings, Ltd.		152,800			122,420
Youku, Inc. ADRD*		34,104			622,057
Zhejiang Expressway Co., Ltd.		128,000			101,250
					45,650,989
Colombia — 0.1%
BanColombia SA		64,300			1,091,681
BanColombia SA ADR		8,443			562,135
					1,653,816
Cyprus — 0.1%
Eurasia Drilling Co., Ltd. GDR		15,275			545,318
Global Ports Investment, Ltd. GDR		15,948			224,867
Global Ports Investment, Ltd. GDR 144A		18,105			255,280
					1,025,465
Denmark — 0.8%
Coloplast A/S Class B		1,475			72,334
Danske Bank A/S*		58,611			995,459
DSV A/S‡‡		44,739			1,157,507
GN Store Nord A/S		58,451			849,468
Novo Nordisk A/S Class B‡‡		47,686			7,765,029
Novozymes A/S		36,890			1,047,183
					11,886,980

See Notes to Financial Statements. 209

	Shares		Value
Egypt — 0.2%
ElSwedy Electric Co.		80,671		$	290,593
Orascom Construction Industries*		53,155			2,109,150
					2,399,743
Estonia — 0.0%
Tallink Group AS*		491,560			563,229
Finland — 0.4%
Kone OYJ		8,457			625,481
Metso OYJ‡‡		45,531			1,943,810
Outotec OYJ		9,013			509,202
Sampo OYJ		12,161			393,844
UPM-Kymmene OYJ		167,027			1,965,041
					5,437,378
France — 7.6%
Arkema SA‡‡		38,348			4,026,509
AtoS‡‡		12,728			893,852
AXA SA‡‡		30,296			543,991
BNP Paribas SA‡‡		72,823			4,145,839
Bouygues SA		17,919			533,221
Carrefour SA		195,330			5,029,254
Casino Guichard
Perrachon SAD		42,681			4,088,114
Christian Dior SA		27,469			4,682,228
Cie de St-Gobain		162,381			6,973,304
Cie Generale des
Etablissements Michelin Class B		39,385			3,773,850
Cie Generale d’Optique Essilor International SA		8,954			903,081
Credit Agricole SA‡‡		29,800			242,695
Danone SA		70,239			4,626,818
Etablissements Maurel et Prom		33,321			561,636
Faurecia		991			15,564
France Telecom SA‡‡		446,344			4,951,685
GDF Suez		79,200			1,631,218
Klepierre REIT‡‡		623			24,901
Lagardere SCA		29,072			977,868
L’Oreal SA		45,608			6,346,046
Natixis‡‡		44,299			151,420
PPR‡‡		26,316			4,942,454
Publicis Groupe SA		7,064			424,995
Renault SA		24,692			1,340,981
Sanofi‡‡		170,468			16,165,549
Schneider Electric SA		68,437			5,012,404
Societe BIC SA‡‡		12,202			1,462,633
Societe Generale SA‡‡		107,853			4,100,859
Total SA‡‡		173,349			9,019,902
UBISOFT Entertainment*		99,900			1,052,094
Unibail-Rodamco SE REIT‡‡		1,611			390,674
Valeo SA‡‡		25,703			1,291,068
Vallourec SA		40,179			2,109,091
Vinci SA		76,812			3,698,297
Vivendi SA‡‡		93,357			2,111,368
					108,245,463
Germany — 7.6%
Adidas AG‡‡		21,098			1,882,990
Aixtron SE NAD		53,489			637,870
Allianz SE		23,015			3,208,238
Aurubis AG‡‡		20,734			1,483,289
Axel Springer AGD		3,386			144,955
BASF SE‡‡		61,575			5,822,559

	Shares		Value
Bayer AG‡‡		130,280		$	12,423,805
Beiersdorf AG		63,880			5,230,566
Bilfinger SE‡‡		14,223			1,379,090
Brenntag AG		425			55,992
Continental AG‡‡		29,965			3,492,540
Daimler AG		39,098			2,152,574
Deutsche Bank AG‡‡		53,195			2,340,316
Deutsche Boerse AG		34,500			2,115,620
Deutsche Lufthansa AG		79,099			1,495,318
Deutsche Post AG‡‡		94,688			2,085,563
Deutsche Telekom AG		413,059			4,701,838
E.ON AG‡‡		78,983			1,481,415
Fresenius Medical Care AG & Co. KGaAD		20,562			1,419,034
Fresenius SE & Co. KGaA‡‡		1,995			229,563
GEA Group AGD‡‡		42,079			1,368,237
Hannover Rueckversicherung AGD‡‡		30,876			2,418,336
HeidelbergCement AG‡‡		35,208			2,154,450
Kabel Deutschland Holding AG		19,110			1,438,334
Leoni AG‡‡		39,098			1,487,445
Linde AG		37,291			6,524,034
Merck KGaA‡‡		15,358			2,024,115
Metro AGD		57,630			1,601,046
MTU Aero Engines Holding AGD		33,100			3,020,710
Rheinmetall AG‡‡		30,012			1,457,980
RWE AG		137,493			5,702,893
Salzgitter AG‡‡		21,578			1,130,879
SAP AG‡‡		150,304			12,086,410
Siemens AG		22,841			2,497,690
SMA Solar Technology AGD		14,534			368,181
Suedzucker AGD		30,270			1,242,502
Telefonica Deutschland Holding AG*		197,003			1,501,446
TUI AG‡‡		118,191			1,235,966
Volkswagen AG		23,021			4,994,140
					108,037,929
Greece — 0.1%
Coca Cola Hellenic Bottling Co. SA		47,731			1,115,151
Guernsey — 0.0%
Resolution, Ltd.		7,614			30,977
Hong Kong — 2.9%
AIA Group, Ltd.‡‡		1,424,600			5,650,441
ASM Pacific Technology, Ltd.D‡‡		95,457			1,171,932
Belle International Holdings, Ltd.		359,000			793,955
BOC Hong Kong Holdings, Ltd.‡‡		157,000			493,888
Cheung Kong Holdings, Ltd.‡‡		12,000			186,713
Cheung Kong Infrastructure Holdings, Ltd.‡‡		7,000			43,239
China Mengniu Dairy Co., Ltd.		298,500			853,222
China Mobile, Ltd.		509,618			5,997,033
China Overseas Land & Investment, Ltd.		832,372			2,530,769
China Resources Cement Holdings, Ltd.D		818,782			550,178
China Resources Gas Group, Ltd.		315,469			654,102
China Resources Land, Ltd.		64,000			177,325
CLP Holdings, Ltd.‡‡		21,500			180,639

210 See Notes to Financial Statements.

INTERNATIONAL EQUITY FUND

SCHEDULE OF INVESTMENTS (Continued)

	Shares		Value
COSCO Pacific, Ltd.		446,000		$	646,684
Esprit Holdings, Ltd.		77			109
First Pacific Co., Ltd.		38,000			41,964
GOME Electrical Appliances Holdings, Ltd.*		9,550,000			1,155,543
Guangdong Investment, Ltd.		272,000			215,431
Hang Seng Bank, Ltd.		4,000			61,748
Henderson Land Development Co., Ltd.		14,000			100,229
HKT Trust		954			937
Hong Kong & China Gas Co., Ltd.		24,200			66,490
Hong Kong Exchanges and Clearing, Ltd.D‡‡		99,400			1,720,233
Hopewell Holdings, Ltd.		10,500			45,526
Hutchison Whampoa, Ltd.‡‡		58,000			614,623
Hysan Development Co., Ltd.		66,000			320,947
Jardine Matheson Holdings, Ltd.		61,540			3,839,900
Kerry Properties, Ltd.‡‡		35,100			184,398
Li & Fung, Ltd.D		2,502,924			4,516,492
Lifestyle International Holdings, Ltd.		27,500			68,026
Link (The) REIT‡‡		39,500			197,820
MMG, Ltd.*		492,000			208,566
New World Department Store China, Ltd.D		463,337			301,496
New World Development Co., Ltd.‡‡		64,000			101,323
Noble Group, Ltd.		162,000			156,512
NWS Holdings, Ltd.‡‡		21,000			35,692
Orient Overseas International, Ltd.		30,500			201,351
PCCW, Ltd.‡‡		68,000			30,056
Power Assets Holdings, Ltd.		35,500			304,575
Shangri-La Asia, Ltd.		1,000			2,014
Shimao Property Holdings, Ltd.D		724,500			1,398,576
Shougang Fushan Resources Group, Ltd.		1,608,000			603,518
Sino Land Co., Ltd.		246,000			450,462
Sun Hung Kai Properties, Ltd.		15,000			227,479
Swire Pacific, Ltd. Class A‡‡		13,000			162,616
Swire Properties, Ltd.		100			337
Techtronic Industries Co.		538,500			1,019,299
Television Broadcasts, Ltd.		800			6,015
Wharf Holdings, Ltd.		63,000			502,093
Wheelock & Co., Ltd.		94,000			479,503
Wing Hang Bank, Ltd.		3,000			31,600
Yue Yuen Industrial Holdings, Ltd.‡‡		500,100			1,691,439
					40,995,058
Hungary — 0.1%
MOL Hungarian Oil and Gas PLC		24,833			2,003,207
OTP Bank PLC		5,200			97,952
					2,101,159
India — 1.9%
ACC, Ltd.		61,140			1,612,725
Ambuja Cements, Ltd.		287,333			1,065,503
Andhra Bank		214,848			464,859
Axis Bank, Ltd.		97,695			2,454,680
Bank of India		16,700			105,446
Bharat Heavy Electricals, Ltd.		65,187			275,507

	Shares		Value
Canara Bank		8,600		$	78,478
Container Corporation of India		10,705			180,927
Dabur India, Ltd.		308,256			725,209
DLF, Ltd.		15,015			64,018
Dr. Reddys Laboratories, Ltd. ADRD		6,500			216,385
GAIL India, Ltd.*		4,800			31,541
Glenmark Pharmaceuticals, Ltd.		60,150			583,150
HCL Technologies, Ltd.		16,600			188,575
Hindustan Unilever, Ltd.		89,285			860,114
Housing Development Finance Corporation		96,100			1,468,101
ICICI Bank, Ltd. ADRD		73,650			3,211,877
IDFC, Ltd.		418,848			1,328,462
Infosys, Ltd.		26,078			1,104,543
Infosys, Ltd. ADR D		54,724			2,314,825
Kotak Mahindra Bank, Ltd.		150,208			1,797,545
Lupin, Ltd.		128,849			1,455,182
Maruti Suzuki India, Ltd.		31,255			856,447
Oil & Natural Gas Corporation, Ltd.		108,755			536,076
Opto Circuits India, Ltd.*		101,293			200,196
Ranbaxy Laboratories, Ltd.*		39,500			365,148
Rural Electrification Corporation, Ltd.*		256,800			1,163,453
Shriram Transport Finance Co., Ltd.		94,657			1,315,887
SKS Microfinance, Ltd.*		17,272			51,648
Tata Consultancy Services, Ltd.		36,201			834,075
Tata Motors, Ltd. ADRD		10,600			304,432
Ultratech Cement, Ltd.		4,745			173,343
					27,388,357
Indonesia — 0.5%
PT Bank Negara Indonesia Persero Tbk		596,000			229,705
PT Bank Rakyat Indonesia Persero Tbk		759,634			550,928
PT Indo Tambangraya Megah Tbk		39,500			170,999
PT Indocement Tunggal Prakarsa Tbk		976,280			2,280,633
PT Indofood Sukses Makmur Tbk		1,104,500			671,872
PT Ramayana Lestari Sentosa Tbk		2,662,000			338,338
PT Semen Gresik Persero Tbk		305,637			504,857
PT Telekomunikasi Indonesia Tbk		1,297,694			1,223,112
PT Telekomunikasi Indonesia Tbk ADR		13,300			491,435
PT Unilever Indonesia Tbk		166,500			360,975
					6,822,854
Ireland — 0.4%
Experian PLC‡‡		100,071			1,612,845
James Hardie Industries PLC SE		148,080			1,433,694
Shire PLC		60,960			1,875,207
WPP PLC‡‡		51,727			755,693
					5,677,439
Italy — 2.0%
Assicurazioni Generali SpA		20,976			383,332
Enel SpA‡‡		436,063			1,813,806
Eni SpA‡‡		412,138			10,096,413
Fiat Industrial SpA		76,612			839,333

See Notes to Financial Statements. 211

	Shares		Value
Fiat SpA		466,437		$	2,349,649
Finmeccanica SpA		113,400			656,273
Impregilo SpA		264,305			1,238,972
Intesa Sanpaolo SpA‡‡		1,515,622			2,620,998
Prysmian SpA		68,503			1,367,395
Snam SpA		448,600			2,093,880
Telecom Italia SpA		3,174,981			2,879,933
UniCredit SpA		532,350			2,621,548
Unione di Banche Italiane SCPA		14,202			66,226
					29,027,758
Japan — 12.6%
ABC-Mart, Inc.		24,200			1,053,558
Ajinomoto Co., Inc.‡‡		40,000			529,298
Amada Co., Ltd.		324,000			2,108,286
Anritsu Corporation		16,000			190,080
Aozora Bank, Ltd.		600			1,845
Asahi Glass Co., Ltd.		200			1,460
Asahi Kasei Corporation‡‡		200			1,183
Astellas Pharma, Inc.‡‡		115,800			5,206,553
Azbil Corporation‡‡		21,000			424,703
Bridgestone Corporation		7,800			203,046
Calsonic Kansei Corporation‡‡		200,000			823,677
Canon, Inc.D‡‡		272,950			10,579,476
Central Japan Railway Co.‡‡		9,300			754,783
Chiyoda Corporation‡‡		93,000			1,332,241
Chubu Electric Power Co., Inc.‡‡		68,800			918,120
Chugai Pharma- ceutical Co., Ltd.		19,900			381,286
Citizen Holdings Co., Ltd.		151,500			800,288
COMSYS Holdings Corporation‡‡		86,000			1,104,550
Credit Saison Co., Ltd.		6,400			160,081
Daicel Corporation‡‡		31,000			205,107
Daihatsu Motor Co., Ltd.‡‡		47,000			936,374
Daiichi Sankyo Co., Ltd.		5,100			78,296
Daito Trust Construction Co., Ltd.‡‡		1,100			103,961
Daiwa House Industry Co., Ltd.‡‡		10,000			171,928
Daiwa Securities Group, Inc.		31,000			172,950
Dena Co., Ltd.D		86,500			2,837,571
Denki Kagaku Kogyo KK		119,000			407,430
Denso Corporation		175,800			6,122,097
DIC Corporation		103,000			191,120
East Japan Railway Co.‡‡		35,900			2,321,443
Ebara Corporation‡‡		147,000			618,629
Exedy Corporation		11,700			259,534
FamilyMart Co., Ltd.		19,100			786,884
Fuji Electric Co., Ltd.		158,000			388,745
Fuji Heavy Industries, Ltd.‡‡		70,900			894,072
Fuji Media Holdings, Inc.		138			208,582
Fujikura, Ltd.		144,000			449,483
Fujitsu, Ltd.‡‡		133,000			557,799
Fukuoka Financial Group, Inc.‡‡		128,000			512,611
Furukawa Electric Co., Ltd.		52,000			116,954
Gree, Inc.D		68,200			1,058,431
Hitachi High-Technologies Corporation		10,400			215,214
Hitachi, Ltd.‡‡		435,000			2,559,761
Hokuetsu Kishu Paper Co., Ltd.		25,000			145,093
Honda Motor Co., Ltd.‡‡		8,500			314,794
Hoya Corporation		117,700			2,319,153

	Shares		Value
IHI Corporation‡‡		268,000		$	694,952
Inpex Corporation		787			4,209,159
Isetan Mitsukoshi Holdings, Ltd.		19,400			189,855
Isuzu Motors, Ltd.‡‡		122,100			728,623
ITOCHU Corporation‡‡		344,400			3,639,998
J Front Retailing Co., Ltd.		47,000			260,491
Japan Airlines Co., Ltd.*		23,500			1,010,115
Japan Petroleum Exploration Co.‡‡		5,400			190,715
Japan Real Estate Investment Corporation REIT		7			68,965
Japan Retail Fund Investment Corporation REIT		20			36,765
JGC Corporation‡‡		43,000			1,339,943
JSR Corporation		87,400			1,668,259
JTEKT Corporation‡‡		85,400			814,155
JX Holdings, Inc.		70			395
Kajima Corporation		48,000			158,817
Kao Corporation‡‡		155,800			4,059,766
KDDI Corporation‡‡		24,300			1,717,944
Keisei Electric Railway Co., Ltd.‡‡		54,000			455,696
Kobe Steel, Ltd.*		38,000			48,554
Komatsu, Ltd.		70,800			1,816,756
Konami Corporation		4,500			101,337
Konica Minolta Holdings, Inc.‡‡		146,000			1,050,665
Kuraray Co., Ltd.D		89,200			1,169,337
KYB Co., Ltd.		25,000			101,861
Kyocera Corporation		9,200			834,121
Lawson, Inc.		41,300			2,801,591
Mabuchi Motor Co., Ltd.D		40,700			1,735,612
Marubeni Corporation‡‡		78,800			565,409
Marui Group Co., Ltd.		38,800			309,961
Mazda Motor Corporation		88,000			180,604
Miraca Holdings, Inc.‡‡		8,700			350,791
Mitsubishi Corporation		109,800			2,113,975
Mitsubishi Electric Corporation‡‡		263,800			2,246,087
Mitsubishi Estate Co., Ltd.‡‡		24,000			574,577
Mitsubishi Heavy Industries, Ltd.‡‡		46,000			222,513
Mitsubishi Motors Corporation*		25,000			25,847
Mitsubishi UFJ Financial Group, Inc.‡‡		805,700			4,359,734
Mitsubishi UFJ Lease & Finance Co., Ltd.‡‡		14,760			634,919
Mitsui & Co., Ltd.‡‡		85,200			1,277,051
Mitsui Chemicals, Inc.‡‡		85,000			221,515
Mitsui Engineering & Shipbuilding Co., Ltd.		491,000			757,505
Mitsui Fudosan Co., Ltd.‡‡		18,000			440,335
Mitsui Mining & Smelting Co., Ltd.‡‡		248,000			612,240
Mizuho Financial Group, Inc.‡‡		583,940			1,070,646
Namco Bandai Holdings, Inc.		10,300			133,511
NET One Systems Co., Ltd.‡‡		40,600			400,898
NHK Spring Co., Ltd.‡‡		64,000			527,361
Nintendo Co., Ltd.		16,200			1,729,792
Nippon Building Fund, Inc. REIT		8			82,758
Nippon Electric Glass Co., Ltd.‡‡		49,100			279,575
Nippon Kayaku Co., Ltd.‡‡		13,000			143,306

212 See Notes to Financial Statements.

INTERNATIONAL EQUITY FUND

SCHEDULE OF INVESTMENTS (Continued)

	Shares		Value
Nippon Meat Packers, Inc.‡‡		11,000		$	152,482
Nippon Shokubai Co., Ltd.‡‡		17,000			174,133
Nippon Steel & Sumitomo Metal Corporation		230			566
Nippon Telegraph & Telephone Corporation‡‡		6,900			290,511
Nippon Yusen KK		33,800			79,560
Nishi-Nippon City Bank, Ltd. (The)		200			496
Nissan Chemical Industries, Ltd.		62,100			735,182
Nissan Motor Co., Ltd.		269,100			2,553,457
Nisshin Seifun Group, Inc.‡‡		19,500			244,026
NKSJ Holdings, Inc.		66,250			1,421,000
Nomura Holdings, Inc.		68,200			403,696
Nomura Research Institute, Ltd.		58,900			1,226,930
NTT DOCOMO, Inc.‡‡		306			441,105
Obayashi Corporation‡‡		125,000			704,764
OKUMA Corporation‡‡		112,000			772,937
Ono Pharmaceutical Co., Ltd.		1,400			71,518
Oriental Land Co., Ltd.		10,000			1,211,044
ORIX Corporation‡‡		1,590			179,604
Osaka Gas Co., Ltd.‡‡		77,000			279,689
Pacific Metals Co., Ltd.		59,000			279,586
Pioneer Corporation*‡‡		216,800			543,173
Rakuten, Inc.D		354,600			2,765,332
Resona Holdings, Inc.‡‡		491,600			2,247,777
Sanrio Co., Ltd.D		21,600			689,124
Secom Co., Ltd.		2,100			105,803
Sekisui Chemical Co., Ltd.‡‡		74,000			645,554
Sekisui House, Ltd.‡‡		8,000			87,597
Seven & I Holdings Co., Ltd.‡‡		201,700			5,686,078
Shimamura Co., Ltd.		2,300			223,504
Shin-Etsu Chemical Co., Ltd.		123,300			7,525,007
Shinko Electric Industries Co., Ltd.		31,700			252,378
Shionogi & Co., Ltd.		37,200			619,894
SMC Corporation		12,000			2,179,854
Softbank Corporation‡‡		54,100			1,982,291
Sojitz Corporation		118,100			174,616
Sumco Corporation*		39,800			391,490
Sumitomo CorporationD‡‡		220,000			2,822,557
Sumitomo Heavy Industries, Ltd.‡‡		121,000			579,896
Sumitomo Metal Mining Co., Ltd.‡‡		38,000			536,404
Sumitomo Mitsui Financial Group, Inc.‡‡		54,000			1,962,458
Sumitomo Mitsui Trust Holdings, Inc.		562,900			1,983,271
Sumitomo Realty & Development Co., Ltd.‡‡		10,000			333,139
Suzuki Motor Corporation‡‡		28,700			751,031
T&D Holdings, Inc.		44,100			536,929
Taisei Corporation‡‡		292,000			970,980
Takeda Pharm- aceutical Co., Ltd.‡‡		147,100			6,574,635
Tohoku Electric Power Co., Inc.		2,300			21,446
Tokai Carbon Co., Ltd.		3,000			12,624
Tokio Marine Holdings, Inc.		163,100			4,543,847
Tokuyama Corporation		155,000			341,807
Tokyo Electric Power Co., Inc.*		8,900			21,450
Tokyo Electron, Ltd.		45,500			2,098,517

	Shares		Value
Tokyo Gas Co., Ltd.		30,000		$	137,072
Tokyo Steel Manufacturing Co., Ltd.		181,100			886,123
Toshiba Corporation		481,300			1,905,093
Toshiba TEC Corporation		132,000			672,177
Tosoh Corporation		32,000			76,992
Toyo Suisan Kaisha, Ltd.		32,000			852,601
Toyota Boshoku Corporation		48,800			565,808
Toyota Motor CorporationD‡‡		118,500			5,533,493
Trend Micro, Inc.D*		35,500			1,072,636
UNY Co., Ltd.‡‡		77,700			575,773
USS Co., Ltd.‡‡		4,040			420,683
West Japan Railway Co.‡‡		10,200			401,846
Yamada Denki Co., Ltd.D		9,120			352,497
Yamaha Corporation		7,900			83,786
Yamato Holdings Co., Ltd.‡‡		5,200			79,024
Yokogawa Electric Corporation		292,300			3,205,142
					179,947,382
Jersey — 0.0%
Randgold Resources, Ltd.‡‡		1,533			151,656
Luxembourg — 0.7%
APERAM‡‡		157,396			2,402,337
ArcelorMittal		134,983			2,349,025
Millicom International Cellular SA ADR		19,179			1,664,755
O’Key Group SA GDR		8,377			98,011
Oriflame Cosmetics SA ADRD		65,186			2,084,869
Ternium SA ADRD		31,504			741,919
					9,340,916
Malaysia — 0.7%
AirAsia Bhd		801,965			721,588
Alliance Financial Group Bhd		158,100			228,310
AMMB Holdings Bhd		618,500			1,375,343
Axiata Group Bhd		575,900			1,245,637
CIMB Group Holdings Bhd		281,996			705,870
Gamuda Bhd		840,500			1,003,782
Kuala Lumpur Kepong Bhd		49,700			391,626
Lafarge Malayan Cement Bhd		135,480			426,199
Malayan Banking Bhd		189,500			571,538
Public Bank Bhd		88,500			471,730
RHB Capital Bhd		129,377			326,266
Tenaga Nasional Bhd		388,800			883,877
UMW Holdings Bhd		232,500			907,799
					9,259,565
Mexico — 1.1%
Alfa SAB de CV		331,700			705,160
America Movil SAB de CV		1,715,600			1,976,226
America Movil SAB de CV ADRD		270,737			6,264,854
Arca Continental SAB de CV		11,200			83,379
Corporacion Moctezuma SAB de CV		152,307			371,156
Genomma Lab Internacional SAB de CV Class BD*		425,114			873,493
Grupo Bimbo SAB de CVD		120,100			310,974
Grupo Financiero Banorte SAB de CV		151,679			979,449
Grupo Financiero Inbursa SAB de CV		524,286			1,589,126
Grupo Mexico SAB de CV Series B		292,700			1,055,878
Grupo Televisa SAB ADRD		12,100			321,618
Industrias Penoles SAB de CV		3,685			185,873

See Notes to Financial Statements. 213

	Shares		Value
Kimberly-Clark de Mexico SAB de CV Class A		259,300		$	665,988
Megacable Holdings SAB de CV		215,295			536,310
					15,919,484
Mongolia — 0.0%
Mongolian Mining Corporation*		1,199,180			594,293
Netherlands — 4.5%
Aegon NV‡‡		438,064			2,829,829
ASML Holding NV‡‡		8,670			556,042
Corio NV REIT		368			16,875
Delta Lloyd NV		118,127			1,945,999
Gemalto NV		8,894			802,820
ING Groep NV*‡‡		1,171,381			11,125,820
Koninklijke Ahold NV‡‡		660,737			8,859,875
Koninklijke DSM NV‡‡		16,819			1,025,051
Koninklijke KPN NV		134,689			666,085
Koninklijke Philips Electronics NV		119,105			3,153,941
QIAGEN NV*		4,199			76,259
Randstad Holding NV		130,495			4,843,626
Reed Elsevier NV		431,521			6,398,494
Royal Dutch Shell PLC Class A‡‡		330,323			11,388,569
Royal Dutch Shell PLC Class B‡‡		198,782			7,091,847
Unilever NV‡‡		83,487			3,194,531
					63,975,663
New Zealand — 0.0%
Telecom Corporation of New Zealand, Ltd.‡‡		269,985			505,790
Nigeria — 0.2%
FBN Holdings PLC		1,882,522			189,518
First City Monument Bank PLC*		9,211,834			221,226
Guaranty Trust Bank PLC		6,895,739			1,015,703
Guaranty Trust Bank PLC GDR		73,563			529,653
United Bank for Africa PLC*		10,931,249			319,222
					2,275,322
Norway — 1.3%
Aker Solutions ASA		5,503			113,960
DNB ASA		187,200			2,392,726
Marine Harvest ASAD		3,864,500			3,600,025
Orkla ASA		215,100			1,885,036
Petroleum Geo-Services ASA‡‡		87,060			1,516,357
Schibsted ASA		17,814			761,815
Seadrill, Ltd.D		82,228			3,027,861
Statoil ASA		62,416			1,573,172
TGS Nopec Geophysical Co. ASA‡‡		69,165			2,284,223
Yara International ASA‡‡		29,395			1,465,595
					18,620,770
Peru — 0.0%
Cia de Minas Buenaventura SA ADRD		4,800			172,560
Southern Copper CorporationD		4,200			159,012
					331,572
Philippines — 0.2%
International Container Terminal Services, Inc.		625,480			1,129,986

	Shares		Value
Megaworld Corporation		14,916,000		$	1,009,658
Metropolitan Bank & Trust		347,100			864,188
					3,003,832
Poland — 0.3%
Alior Bank SA*		19,193			388,492
KGHM Polska Miedz SA		17,730			1,095,309
PGE SA		155,232			915,809
Powszechna Kasa Oszczednosci Bank Polski SA		7,000			83,831
Powszechny Zaklad Ubezpieczen SA		11,231			1,589,991
Tauron Polska Energia SA		196,500			301,830
					4,375,262
Portugal — 0.1%
Jeronimo Martins SGPS SA		58,249			1,126,332
Russia — 1.4%
Gazprom OAO ADR		180,900			1,711,314
LSR Group*		3,640			66,957
LSR Group GDR		89,320			378,272
Lukoil OAO ADR		22,800			1,539,000
Magnit OJSC		13,868			2,190,728
Mail.ru Group, Ltd. GDR*		21,550			743,475
NOMOS-BANK GDR*		11,774			159,538
NOMOS-BANK GDR144A*		19,426			263,222
NovaTek OAO GDR		18,189			2,222,108
Novolipetsk Steel OJSC GDR		21,717			435,078
Novorossiysk Commercial Sea Port GDR 144A		10,302			72,085
Novorossiysk Commercial Sea Port PJSC GDR		66,881			465,575
Raspadskaya OAO*		187,769			355,662
Rosneft OAO GDR		199,900			1,766,896
Sberbank of Russia		1,267,639			3,885,314
Severstal OAO GDRD		32,831			396,684
Surgutneftegas OAO ADR		55,500			500,610
Tatneft OAO ADR		18,900			820,260
X5 Retail Group NV GDR*		78,659			1,423,864
					19,396,642
Singapore — 1.4%
Ascendas Real Estate Investment Trust REIT‡‡		30,000			58,708
CapitaCommercial Trust REIT		38,000			52,733
CapitaMall Trust REIT‡‡		33,000			57,990
ComfortDelgro Corporation, Ltd.		133,000			195,660
DBS Group Holdings, Ltd.		55,000			675,209
Global Logistic Properties, Ltd.		34,000			78,632
Golden Agri-Resources, Ltd.		99,300			53,438
Hutchison Port Holdings Trust		95,000			76,035
Jardine Cycle & Carriage, Ltd.		105,000			4,182,127
Keppel Corporation, Ltd.		167,700			1,531,363
Keppel Land, Ltd.		83,000			277,989
Olam International, Ltd.		130,000			166,989
Ov ersea-Chinese Banking Corporation, Ltd.‡‡		15,000			120,870
SembCorp Industries, Ltd.‡‡		514,300			2,242,514
Singapore Airlines, Ltd.		10,000			88,696
Singapore Exchange, Ltd.‡‡		127,000			738,009
Singapore Press Holdings, Ltd.		12,000			39,738
Singapore Technologies Engineering, Ltd.‡‡		26,000			82,061

214 See Notes to Financial Statements.

INTERNATIONAL EQUITY FUND

SCHEDULE OF INVESTMENTS (Continued)

	Shares		Value
Singapore Telecommunications, Ltd.‡‡		1,255,700		$	3,416,797
StarHub, Ltd.‡‡		11,000			34,454
United Overseas Bank, Ltd.‡‡		391,417			6,420,821
UOL Group, Ltd.‡‡		9,186			45,304
					20,636,137
South Africa — 0.9%
ABSA Group, Ltd.		21,300			414,674
African Bank Investments, Ltd.		47,608			181,677
Aveng, Ltd.		52,200			188,788
Barloworld, Ltd.		14,240			147,682
Bidvest Group, Ltd.		114,068			2,918,281
Discovery Holdings, Ltd.		7,357			54,265
FirstRand, Ltd.		59,100			217,474
Gold Fields, Ltd. ADRD		12,400			154,876
Growthpoint Properties, Ltd.		48,500			140,338
Impala Platinum Holdings, Ltd.		27,100			541,976
Imperial Holdings, Ltd.		45,500			1,073,019
Liberty Holdings, Ltd.		43,700			575,686
Life Healthcare Group Holdings, Ltd.		39,000			156,414
MTN Group, Ltd.		86,366			1,817,894
Naspers, Ltd.		8,700			561,940
Nedbank Group, Ltd.		9,451			211,210
Pick’n Pay Stores, Ltd.		148,694			780,348
Redefine Properties, Ltd.*		82,300			91,256
Royal Bafokeng Platinum, Ltd.*		20,766			140,849
Standard Bank Group, Ltd.		77,009			1,086,209
Woolworths Holdings, Ltd.		122,100			1,027,804
					12,482,660
South Korea — 3.4%
Celltrion, Inc.		38,882			949,489
Daelim Industrial Co., Ltd.		5,494			449,993
Daum Communications Corporation		4,230			360,360
DGB Financial Group, Inc.		2,400			32,743
Dongbu Insurance Co., Ltd.		6,500			280,814
Doosan Corporation		2,913			353,896
Hana Financial Group, Inc.		790			25,826
Hanwha Corporation		7,030			225,400
Hanwha Life Insurance Co., Ltd.		56,500			408,155
Honam Petrochemical Corporation		58			13,339
Hyundai Glovis Co., Ltd.		1,190			247,686
Hyundai Motor Co.		2,156			444,447
Hyundai Securities Co., Ltd.		25,700			218,542
Hyundai Wia Corporation		9,286			1,512,551
Industrial Bank of Korea		900			10,062
KCC Corporation		600			167,683
Kia Motors Corporation		38,047			2,023,096
KIWOOM Securities Co., Ltd.		5,133			284,418
Korea Electric Power Corporation*		133,556			3,792,344
Korea Exchange Bank		31,800			227,507
Korea Zinc Co, Ltd.		316			120,793
Korean Air Lines Co., Ltd.		7,180			305,812
KT Corporation ADRD		28,500			477,090
LG Display Co., Ltd.*		28,710			846,812
LG Uplus Corporation		5,700			41,713
Lotte Shopping Co., Ltd.		5,948			2,100,576
MegaStudy Co., Ltd.		2,999			221,225
Mirae Asset Securities Co., Ltd.		2,900			97,435

	Shares		Value
NHN Corporation		6,434		$	1,366,728
POSCO ADR		16,131			1,325,162
Samsung Card Co., Ltd.		5,200			178,225
Samsung Electronics Co., Ltd.		13,561			19,484,442
Samsung Electronics Co., Ltd. (Non-Voting Shares) GDR 144A		829			329,873
Samsung Fire & Marine Insurance Co., Ltd.		12,343			2,507,451
Samsung Heavy Industries Co., Ltd.		30,710			1,122,087
Shinhan Financial Group Co., Ltd.		109,311			4,000,512
SK Holdings Co., Ltd.		4,500			761,035
SK Innovation Co., Ltd.		1,441			238,433
SK Telecom Co., Ltd. ADRD		56,100			888,063
Woori Finance Holdings Co., Ltd.		49,900			556,630
					48,998,448
Spain — 2.8%
Amadeus IT Holding SA‡‡		225,202			5,691,201
Banco Bilbao Vizcaya Argentaria SA‡‡		70,923			658,937
Banco Santander SA‡‡		1,340,829			10,896,993
Distribuidora Internacional de Alimentacion SA		116,564			744,749
Ebro Foods SA		105,151			2,087,606
Endesa SA‡‡		50,391			1,122,091
Grifols SA*		2,523			88,225
Iberdrola SA		1,163,982			6,500,531
Inditex SA‡‡		44,603			6,267,038
Tecnicas Reunidas SA‡‡		28,835			1,350,608
Telefonica SA		350,049			4,739,358
					40,147,337
Sri Lanka — 0.0%
Dialog Axiata PLC		2,452,710			159,417
Sweden — 1.8%
Alfa Laval AB		77,624			1,623,102
Atlas Copco AB Class A		214,189			5,939,521
Boliden AB‡‡		22,034			418,668
Electrolux AB‡‡		10,514			277,722
Elekta ABD		66,553			1,037,724
Hennes & Mauritz AB Class BD		102,340			3,546,802
Investor AB‡‡		3,383			88,872
NCC AB‡‡		1,499			31,516
Nordea Bank AB‡‡		125,373			1,205,954
Sandvik AB		125,791			2,021,683
Scania AB‡‡		18,275			379,962
Skandinaviska Enskilda Banken AB‡‡		50,367			430,924
SKF AB‡‡		41,425			1,049,196
Svenska Cellulosa AB‡‡		69,339			1,507,611
Svenska Handelsbanken AB		61,149			2,198,422
Swedbank AB		97,700			1,919,353
TeliaSonera AB‡‡		37,643			255,558
Trelleborg AB‡‡		149,595			1,870,884
					25,803,474
Switzerland — 6.5%
ABB, Ltd.D		328,972			6,822,067
ABB, Ltd. ADRD		32,100			667,359
Actelion, Ltd.		2,037			97,472

See Notes to Financial Statements. 215

	Shares		Value
Adecco SA‡‡		17,151		$	908,287
Cie Financiere Richemont SA‡‡		57,663			4,526,289
Credit Suisse Group AGD		112,000			2,733,514
Ferrexpo PLC‡‡		62,007			260,355
Geberit AGD		7,310			1,620,447
Glencore International PLC‡‡		72,723			420,110
Helvetia Holding AGD		1,600			610,274
Julius Baer Group, Ltd.		119,134			4,241,506
Kuehne + Nagel International AGD		13,820			1,666,128
Logitech International SA‡‡		182,499			1,401,045
Lonza Group AG		35,055			1,899,497
Nestle SA‡‡		177,337			11,570,081
Novartis AGD‡‡		231,316			14,612,992
OC Oerlikon Corporation AG*‡‡		240,979			2,744,353
Roche Holding AG‡‡		55,920			11,305,972
STMicroelectronics NV‡‡		100,136			726,945
Swatch Group AG (The)D		1,706			865,120
Swiss Life Holding AG‡‡		12,495			1,667,786
Swiss Re AG		47,944			3,475,884
Syngenta AG‡‡		12,126			4,898,738
Transocean, Ltd.‡‡		4,575			205,114
Wolseley PLC‡‡		67,521			3,228,784
Xstrata PLC‡‡		38,258			667,828
Zurich Insurance Group AG		35,301			9,459,186
					93,303,133
Taiwan — 2.1%
Asustek Computer, Inc.		34,000			385,029
China Petrochemical Development Corporation		924,725			577,487
Chroma ATE, Inc.		131,573			294,494
Chunghwa Telecom Co., Ltd. ADRD		6,600			213,444
Eva Airways Corporation*		577,000			339,317
Far EasTone Telecommunications Co., Ltd.		144,000			367,686
Feng Hsin Iron & Steel Co.		66,000			117,967
Foxconn Technology Co., Ltd.		118,150			373,248
Fubon Financial Holding Co., Ltd.		243,000			295,031
Hon Hai Precision Industry Co., Ltd.		382,700			1,184,579
HTC Corporation		34,000			355,143
Kinsus Interconnect Technology Corporation		4,000			12,637
Largan Precision Co., Ltd.		32,000			861,956
Lite-On Technology Corporation		92,460			123,403
MediaTek, Inc.		99,719			1,115,565
MStar Semiconductor, Inc.		5,000			37,804
Nan Ya Printed Circuit Board Corporation		148,000			184,128
Pou Chen Corporation		193,000			203,313
President Chain Store Corporation		34,000			182,422
Quanta Computer, Inc.		239,000			565,660
Realtek Semiconductor Corporation		349,460			744,165
Richtek Technology Corporation		52,337			308,680
Shin Kong Financial Holding Co., Ltd.*		965,000			273,782
Siliconware Precision Industries Co. ADR		59,100			315,594

	Shares		Value
Sinopac Financial Holdings Co., Ltd.		250,678		$	108,199
Taiwan Cooperative Financial Holding		54,600			30,873
Taiwan Semiconductor Manufacturing Co., Ltd.		2,994,011			10,014,399
Taiwan Semiconductor Manufacturing Co., Ltd. ADRD		416,036			7,139,178
Teco Electric and Machinery Co., Ltd.		1,715,500			1,320,100
Uni-President Enterprises Corporation		921,270			1,697,164
Walsin Lihwa Corporation		379,000			130,506
Wistron Corporation		73,500			76,947
					29,949,900
Thailand — 1.0%
Advanced Info Service PCL NVDR		78,000			536,469
Advanced Info Service PCL D		156,600			1,069,938
Bangkok Bank PCL NVDR		195,700			1,258,225
Bangkok Dusit Medical Services PCL		294,700			1,093,444
Bank of Ayudhya PCL		165,600			176,907
Bank of Ayudhya PCL NVDR		2,664,348			2,849,313
Big C Supercenter PCL NVDR		81,700			555,937
Central Pattana PCLD		700,766			1,872,756
Kasikornbank PCL NVDR		90,700			577,170
Krung Thai Bank PCL NVDR		1,037,375			669,868
Minor International PCL		1,470,700			942,325
Robinson Department Store PCL		225,000			489,130
Siam Commercial Bank PCLD		82,226			486,528
Siam Commercial Bank PCL NVDR		20,600			122,933
Supalai PCL NVDR		1,725,400			1,002,690
Thai Oil PCL NVDR		47,100			105,125
Total Access Communication PCL NVDR		355,700			1,031,595
					14,840,353
Turkey — 0.9%
Akfen Holding AS*		43,863			228,664
Asya Katilim Bankasi AS*		243,800			303,591
BIM Birlesik Magazalar AS		16,414			804,855
Coca-Cola Icecek AS		65,888			1,373,145
TAV Havalimanlari Holding AS*		47,600			243,821
Turk Hava Yollari*		377,939			1,333,037
Turk Sise ve Cam Fabrikalari AS		148,936			247,538
Türkiye Garanti Bankasi AS		979,479			5,112,322
Türkiye Halk Bankasi AS		134,740			1,328,220
Turkiye Vakiflar Bankasi Tao		100,600			261,692
Yapi ve Kredi Bankasi AS*		437,139			1,282,094
					12,518,979
United Kingdom — 15.3%
Aberdeen Asset Management PLC		244,200			1,469,460
Aggreko PLC		26,244			748,970
Alent PLC*‡‡		102,909			516,225
AMEC PLC		94,900			1,568,796
Anglo American PLC		346,232			10,776,431
ARM Holdings PLC		304,800			3,849,260
AstraZeneca PLC‡‡		55,099			2,611,139

216 See Notes to Financial Statements.

INTERNATIONAL EQUITY FUND

SCHEDULE OF INVESTMENTS (Continued)

	Shares		Value
Aviva PLC‡‡		446,370		$	2,762,127
Babcock International Group PLC‡‡		46,176			728,893
BAE Systems PLC‡‡		162,980			905,878
Barclays PLC‡‡		1,900,138			8,254,204
Barratt Developments PLC*‡‡		558,319			1,906,924
BG Group PLC		401,395			6,695,225
BHP Billiton PLC‡‡		321,709			11,347,855
BP PLC‡‡		2,071,116			14,400,362
British Land Co. PLC REIT‡‡		11,811			109,118
Britvic PLC		241,594			1,610,058
BT Group PLC‡‡		386,964			1,476,353
Cairn Energy PLC*		7,744			33,817
Capital Shopping Centres Group PLC REIT		3,152			18,134
Centrica PLC‡‡		553,555			3,021,150
Cobham PLC‡‡		11,978			43,523
Cognizant Technology Solutions Corporation Class A*		18,008			1,333,492
Compass Group PLC		917,822			10,895,299
Daily Mail & General Trust PLC‡‡		23,864			215,801
Dairy Crest Group PLC		270,700			1,715,045
Darty PLC‡‡		87,373			82,074
Drax Group PLC‡‡		21,021			188,192
DS Smith PLC		427,100			1,439,730
easyJet PLC‡‡		6,564			82,561
G4S PLC‡‡		71,267			298,610
GKN PLC‡‡		731,937			2,761,455
GlaxoSmithKline PLC‡‡		429,612			9,353,690
Hammerson PLC REIT‡‡		6,134			49,187
Hikma Pharmaceuticals PLC		17,326			215,988
HSBC Holdings PLC‡‡		1,628,946			17,261,656
IMI PLC		13,025			235,744
Inchcape PLC‡‡		80,879			574,775
InterContinental Hotels Group PLC‡‡		17,487			490,344
Invensys PLC		531,100			2,842,222
ITV PLC‡‡		772,579			1,340,251
J Sainsbury PLC‡‡		144,927			819,949
John Wood Group PLC		36,211			432,888
Johnson Matthey PLC‡‡		28,395			1,115,450
Kingfisher PLC‡‡		57,471			268,539
Land Securities Group PLC REIT‡‡		10,536			140,562
Legal & General Group PLC‡‡		648,959			1,556,126
Man Strategic Holdings PLC*		78,989			108,334
Meggitt PLC		490,424			3,070,928
Mondi PLC‡‡		87,827			969,434
National Grid PLC‡‡		527,620			6,051,524
Next PLC‡‡		33,710			2,046,290
Persimmon PLC‡‡		8,890			116,696
Premier Oil PLC*		261,735			1,448,313
Provident Financial PLC‡‡		1,710			38,124
Prudential PLC‡‡		510,028			7,276,784
Reckitt Benckiser Group PLC‡‡		18,477			1,172,918
Reed Elsevier PLC‡‡		17,027			179,766
Rexam PLC		16,878			120,766
Rio Tinto PLC‡‡		96,800			5,645,952
Rolls-Royce Holdings PLC‡‡		453,169			6,500,012
Rotork PLC		59,458			2,481,996
Royal Bank of Scotland Group PLC*‡‡		145,053			775,303
RSA Insurance Group PLC‡‡		262,850			542,833
Sage Group PLC (The)‡‡		269,404			1,295,437

	Shares		Value
Segro PLC REIT		12,232		$	49,650
Smith & Nephew PLC		144,419			1,596,401
Spirax-Sarco Engineering PLC		49,416			1,850,318
SSE PLC‡‡		20,478			476,405
Standard Chartered PLC		420,230			10,875,499
Standard Life PLC		79,109			432,448
Tate & Lyle PLC‡‡		72,178			893,005
Tesco PLC‡‡		1,478,770			8,145,960
Thomas Cook Group PLC		40,467			32,102
TUI Travel PLC‡‡		67,031			311,043
Tullow Oil PLC‡‡		221,395			4,615,537
Unilever PLC‡‡		167,679			6,517,869
Vesuvius PLC‡‡		102,909			578,413
Vodafone Group PLC‡‡		3,285,914			8,271,559
Whitbread PLC		28,700			1,153,301
WM Morrison Supermarkets PLC		395,321			1,697,382
					217,901,834
Total Foreign Common Stocks (Cost $1,247,739,074)					1,360,817,469
FOREIGN PREFERRED STOCKS — 1.0%
Brazil — 0.3%
AES Tiete SA		27,500			316,838
Banco do Estado do Rio Grande do Sul SA		7,900			59,843
Cia Energeticade Sao Paulo		53,400			505,703
Eletropaulo Metropolitana Eletricidade de Sao Paulo SA		40,700			333,949
Investimentos Itau SA		144,009			681,537
Itau Unibanco Holding SA		15,200			247,877
Lojas Americanas SA		70,300			629,352
Usinas Siderurgicas de Minas Gerais SA		85,500			534,506
					3,309,605
Chile — 0.0%
Embotelladora Andina SA Class A		38,000			193,671
Embotelladora Andina SA Class B		22,900			144,058
					337,729
Germany — 0.5%
Henkel AG & Co. KGaAD‡‡		30,249			2,488,631
Porsche Automobil Holding SE		32,097			2,642,075
ProSiebenSat.1 Media AG‡‡		58,787			1,674,488
Volkswagen AG‡‡		2,052			470,832
					7,276,026
South Korea — 0.2%
Samsung Electronics Co., Ltd.		3,127			2,512,718

See Notes to Financial Statements. 217

	Shares			Value
United Kingdom — 0.0%
Rolls-Royce Holdings PLC*‡‡		36,036,844			$	58,540
Total Foreign Preferred Stocks
(Cost $10,734,985)						13,494,618
RIGHTS — 0.0%
Olam International, Ltd.* (Cost $0)		40,690				—
MONEY MARKET FUNDS — 14.0%
GuideStone Money Market Fund (GS4 Class)¥		91,536,895				91,536,895
Northern Institutional Liquid Assets Portfolio§		108,425,281				108,425,281
Total Money Market Funds
(Cost $199,962,176)						199,962,176
TOTAL INVESTMENTS — 110.4%
(Cost $1,458,436,235)						1,574,274,263
FOREIGN COMMON STOCKS SOLD SHORT — (5.6)%
Australia — (0.5)%
Adelaide Brighton, Ltd.		(31,864	)			(104,342	)
ALS, Ltd.		(48,004	)			(547,602	)
AMP, Ltd.		(27,681	)			(140,409	)
Ansell, Ltd.		(6,437	)			(103,158	)
APA Group		(41,012	)			(236,764	)
Bendigo and Adelaide Bank, Ltd.		(19,237	)			(171,367	)
Boral, Ltd.		(51,124	)			(234,581	)
Bradken, Ltd.		(116,487	)			(673,245	)
Brambles, Ltd.		(49,661	)			(393,778	)
Challenger, Ltd.		(68,932	)			(256,849	)
Cochlear, Ltd.		(2,253	)			(186,773	)
David Jones, Ltd.		(94,154	)			(231,862	)
DUET Group		(45,367	)			(98,419	)
Harvey Norman Holdings, Ltd.		(151,166	)			(300,927	)
Iluka Resources, Ltd.		(41,010	)			(396,321	)
Mineral Resources, Ltd.		(77,841	)			(800,833	)
Mount Gibson Iron, Ltd.		(146,398	)			(129,619	)
Oil Search, Ltd.		(75,951	)			(561,665	)
Orica, Ltd.		(11,085	)			(291,605	)
Origin Energy, Ltd.		(10,533	)			(129,480	)
Seek, Ltd.		(24,725	)			(182,715	)
SP AusNet		(151,745	)			(176,345	)
Toll Holdings, Ltd.		(69,755	)			(334,332	)
Transurban Group		(28,196	)			(179,231	)
UGL, Ltd.		(42,702	)			(487,463	)
Whitehaven Coal, Ltd.		(39,834	)			(148,455	)
						(7,498,140	)
Belgium — 0.0%
Delhaize Group SA		(6,408	)			(258,108	)
Denmark — (0.3)%
FLSmidth & Co. A/S		(35,453	)			(2,064,888	)
Novozymes A/S		(90,844	)			(2,578,755	)
						(4,643,643	)
Finland — (0.1)%
Cargotec OYJ		(2,512	)			(66,863	)
Nokian Renkaat OYJ		(38,678	)			(1,549,337	)
						(1,616,200	)
France — (0.7)%
Air France-KLM*		(56,328	)			(528,154	)
Alcatel-Lucent*		(1,006,594	)			(1,357,163	)

	Shares			Value
Carrefour SA		(54,570	)		$	(1,405,040	)
Eutelsat Communications SA		(14,537	)			(483,506	)
Hermes International		(750	)			(224,230	)
Neopost SA		(8,715	)			(462,174	)
Nexans SA		(19,834	)			(887,580	)
Vallourec SA		(62,612	)			(3,286,652	)
Veolia Environnement SA		(95,153	)			(1,153,550	)
						(9,788,049	)
Germany — (0.7)%
Aixtron SE NA		(42,536	)			(507,253	)
Commerzbank AG*		(1,152,990	)			(2,208,860	)
Dialog Semiconductor PLC*		(83,001	)			(1,470,294	)
Fraport AG Frankfurt Airport Services Worldwide		(8,899	)			(519,136	)
Hochtief AG		(4,089	)			(239,181	)
Infineon Technologies AG		(127,000	)			(1,034,604	)
K+S AG		(23,895	)			(1,109,779	)
Sky Deutschland AG*		(190,466	)			(1,056,284	)
Stada Arzneimittel AG		(16,481	)			(533,374	)
ThyssenKrupp AG		(80,111	)			(1,891,638	)
						(10,570,403	)
Ireland — 0.0%
Shire PLC		(3,767	)			(115,878	)
Italy — (0.4)%
A2A SpA		(3,593,403	)			(2,082,239	)
Enel Green Power SpA		(653,735	)			(1,217,763	)
Mediaset SpA		(936,612	)			(1,945,870	)
Pirelli & C. SpA		(24,060	)			(277,213	)
						(5,523,085	)
Japan — (1.2)%
ABC-Mart, Inc.		(1,200	)			(52,243	)
Acom Co., Ltd.		(5,270	)			(151,794	)
Advantest Corporation		(5,700	)			(90,020	)
Alps Electric Co., Ltd.		(20,300	)			(122,891	)
Asics Corporation		(15,700	)			(239,842	)
Capcom Co., Ltd.		(5,400	)			(82,558	)
Cyberagent, Inc.		(225	)			(462,323	)
Daikin Industries, Ltd.		(5,700	)			(195,790	)
Dainippon Screen Manufacturing Co., Ltd.		(134,000	)			(823,618	)
Disco Corporation		(15,400	)			(802,759	)
Don Quijote Co., Ltd.		(2,400	)			(88,286	)
GS Yuasa Corporation		(130,000	)			(524,134	)
Hitachi Metals, Ltd.		(62,000	)			(528,729	)
Kakaku.com, Inc.		(19,700	)			(650,360	)
Kansai Paint Co., Ltd.		(20,000	)			(215,538	)
LIXIL Group Corporation		(4,400	)			(98,144	)
Makita Corporation		(8,400	)			(390,217	)
Minebea Co., Ltd.		(108,000	)			(383,679	)
Mitsubishi Gas Chemical Co., Inc.		(55,000	)			(337,363	)
Mitsui OSK Lines, Ltd.		(84,000	)			(250,232	)
Mori Seiki Co., Ltd.		(28,300	)			(247,793	)
Murata Manufacturing Co. Ltd.		(9,900	)			(584,015	)
Nabtesco Corporation		(25,200	)			(562,874	)
Nachi-Fujikoshi Corporation		(144,000	)			(588,375	)
NGK Insulators, Ltd.		(25,000	)			(296,567	)
Nidec Corporation		(12,700	)			(741,666	)
Nitori Holdings Co., Ltd.		(550	)			(40,297	)
NOK Corporation		(10,100	)			(158,158	)
NTN Corporation		(396,000	)			(1,073,303	)
OSAKA Titanium Technologies Co.		(31,100	)			(695,750	)

218 See Notes to Financial Statements.

INTERNATIONAL EQUITY FUND

SCHEDULE OF INVESTMENTS (Continued)

	Shares			Value
Rakuten, Inc.		(103,800	)		$	(809,479	)
Rinnai Corporation		(4,700	)			(319,336	)
SBI Holdings, Inc.		(124,540	)			(1,113,301	)
Shikoku Electric Power Co., Inc.		(53,500	)			(853,500	)
SMC Corporation		(1,000	)			(181,654	)
Start Today Co., Ltd.		(63,900	)			(591,537	)
Terumo Corporation		(11,500	)			(456,664	)
Toho Titanium Co., Ltd.		(3,900	)			(38,823	)
Trend Micro, Inc.*		(1,100	)			(33,237	)
Tsumura & Co.		(6,900	)			(208,591	)
Yamaha Motor Co., Ltd.		(16,400	)			(181,675	)
Yaskawa Electric Corporation		(13,000	)			(125,450	)
						(16,392,565	)
Liberia — 0.0%
Royal Caribbean Cruises, Ltd.		(8,768	)			(290,282	)
Netherlands — (0.3)%
Fugro NV		(7,718	)			(457,972	)
Koninklijke KPN NV		(382,000	)			(1,889,124	)
Royal Imtech NV		(47,647	)			(1,106,704	)
						(3,453,800	)
New Zealand — 0.0%
Fletcher Building, Ltd.		(17,938	)			(125,445	)
Norway — (0.1)%
Seadrill, Ltd.		(9,431	)			(347,456	)
Storebrand ASA		(312,005	)			(1,530,217	)
						(1,877,673	)
Spain — (0.1)%
ACS Actividades de
Construccion y Servicios SA		(17,430	)			(441,741	)
Indra Sistemas SA		(32,625	)			(436,392	)
Obrascon Huarte Lain SA		(14,173	)			(414,140	)
						(1,292,273	)
Sweden — (0.1)%
Elekta AB		(42,868	)			(668,417	)
Hexagon AB		(9,949	)			(251,592	)
Modern Times Group AB		(19,129	)			(670,399	)
						(1,590,408	)
Switzerland — (0.3)%
Clariant AG		(135,497	)			(1,848,142	)
Credit Suisse Group AG		(40,359	)			(985,017	)
Informa PLC		(78,111	)			(575,841	)
Kuehne + Nagel
International AG		(7,907	)			(953,261	)
Sika AG		(33	)			(76,327	)
Sonova Holding AG		(321	)			(35,587	)
						(4,474,175	)
United Kingdom — (0.8)%
Admiral Group PLC		(64,001	)			(1,219,132	)
Aggreko PLC		(4,505	)			(128,567	)
Antofagasta PLC		(30,526	)			(668,979	)
Burberry Group PLC		(3,089	)			(62,094	)
Capita PLC		(109,503	)			(1,353,125	)
Eurasian Natural Resources Corporation PLC		(166,809	)			(788,921	)
Home Retail Group PLC		(43,578	)			(90,930	)
Invensys PLC		(45,679	)			(244,455	)
Kazakhmys PLC		(116,919	)			(1,511,148	)
Lonmin PLC		(44,187	)			(209,123	)
Michael Page International PLC		(61,047	)			(399,036	)

	Shares			Value
Rolls-Royce Holdings PLC Class C+		(42,669	)		$	—
Vedanta Resources PLC		(95,047	)			(1,835,126	)
Weir Group PLC (The)		(70,204	)			(2,170,937	)
						(10,681,573	)
Total Foreign Common Stocks Sold Short (Cost $(77,878,097))						(80,191,700	)
Liabilities in Excess of Other
Assets — (4.8)%						(67,646,096	)
NET ASSETS — 100.0%					$	1,426,436,467

See Notes to Financial Statements. 219

PORTFOLIO SUMMARY (based on net assets)

	%
Financial Services		21.6
Money Market Funds		14.0
Consumer Discretionary		13.1
Materials & Processing		11.9
Technology		10.6
Producer Durables		10.0
Futures Contracts		9.2
Healthcare		7.8
Energy		7.6
Utilities		6.4
Consumer Staples		6.3
Foreign Preferred Stocks		1.0
Insurance		0.1
Other Energy		—	**
Rights		—	**
Forward Foreign Currency Contracts		(0.7	)
Foreign Common Stocks Sold Short		(5.6	)
		113.3

** Rounds to less than 0.005%.

220 See Notes to Financial Statements.

INTERNATIONAL EQUITY FUND

SCHEDULE OF INVESTMENTS (Continued)

VALUATION HIERARCHY

The following is a summary of the inputs used, as of December 31, 2012, in valuing the Fund’s investments carried at fair value:

	Total Value				Level 1 Quoted Prices				Level 2 Other Significant Observable Inputs				Level 3 Significant Unobservable Inputs
Assets:
Investments in Securities:
Foreign Common Stocks		$	1,360,817,469			$	152,785,479			$	1,205,418,642			$	2,613,348
Foreign Preferred Stocks			13,494,618				3,647,334				9,788,744				58,540
Money Market Funds			199,962,176				199,962,176				—				—
Rights			—				—				—				—
Total Assets - Investments in Securities		$	1,574,274,263			$	356,394,989			$	1,215,207,386			$	2,671,888
Other Financial Instruments***
Forward Foreign Currency Contracts		$	3,896,822			$	—			$	3,896,822			$	—
Futures Contracts			1,433,149				1,433,149				—				—
Total Assets - Other Financial Instruments		$	5,329,971			$	1,433,149			$	3,896,822			$	—
Liabilities:
Investments in Securities:
Foreign Common Stocks Sold Short		$	(80,191,700	)		$	(1,585,822	)		$	(78,605,878	)		$	—
Total Liabilities - Investments in Securities		$	(80,191,700	)		$	(1,585,822	)		$	(78,605,878	)		$	—

***Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation (depreciation) on the investment. Details of these investments can be found in the Notes to Financial Statements.

LEVEL 1 - 2 TRANSFERS

The Fund had securities that transferred from Level 1 to Level 2 of the fair value hierarchy as a result of foreign equities that were being valued based on quoted prices at December 31, 2011 that are now being fair valued. The value of the securities that were transferred to Level 2 as of December 31, 2012 is $931,005,395.

There were no securities transferred from Level 2 to Level 1 during the year ended December 31, 2012.

Management has determined that the amount of Level 3 securities compared to total net assets is not material; therefore, the reconciliation of Level 3 securities and assumptions is not shown for the period ending December 31, 2012.

See Notes to Financial Statements. 221

STATEMENTS OF ASSETS AND LIABILITIES December 31, 2012

	Defensive Market Strategies Fund				Equity Index Fund
Assets
Investments in securities of unaffiliated issuers, at value		$	421,499,984		$	265,669,844
Investments in securities of affiliated issuers, at value			19,718,563			8,429,650
Total investments (1)(2)			441,218,547			274,099,494
Cash			—			—
Cash collateral for derivatives			979,000			346,000
Deposits with broker for securities sold short			63,566,494			—
Foreign currency(3)			27,393			—
Receivables:
Dividends and reclaims			425,827			228,488
Interest			668,847			—
Securities lending			19,925			3,724
Investment securities sold			6,834,312			34,389
Fund shares sold			18,260			169,469
Variation margin on financial futures contracts			451,250			243,675
Unrealized appreciation on foreign currency exchange contracts			22,106			—
Prepaid expenses and other assets			17,823			14,229
Total Assets			514,249,784			275,139,468
Liabilities
Cash overdraft			715,608			—
Securities sold short, at value (4)			47,420,021			—
Options written at value (5)			—			—
Unrealized depreciation on foreign currency exchange contracts			6,086			—
Collateral held for securities on loan at value			58,145,020			19,621,368
Collateral held for derivatives			—			—
Payables:
Investment securities purchased			7,456,024			—
Dividends on short sales			12,254			—
Fund shares redeemed			26,850			66,076
Variation margin on financial futures contracts			—			—
Securities lending			3,983			745
Deferred foreign capital gains taxes			—			—
Accrued expenses:
Investment advisory fees			279,912			18,456
Shareholder servicing fees			63,394			42,437
Other expenses			135,700			127,705
Total Liabilities			114,264,852			19,876,787
Net Assets		$	399,984,932		$	255,262,681
Net Assets Consist of:
Paid-in-capital		$	382,121,430		$	201,097,552
Undistributed (distributions in excess of) net investment income			(2,176	)		3,817
Undistributed (accumulated) net realized gain (loss) on investments, foreign currency translations and derivative transactions			(3,983,238	)		(6,673,702	)
Net unrealized appreciation (depreciation) on investments, foreign currency translations and derivative transactions			21,848,916			60,835,014
Net Assets		$	399,984,932		$	255,262,681
Net Asset Value:
$0.001 par value, unlimited shares authorized
Net assets applicable to the GS2 Class		$	85,346,855		$	47,070,539
GS2 shares outstanding			8,046,410			6,875,189
Net asset value, offering and redemption price per GS2 share		$	10.61		$	6.85
Net assets applicable to the GS4 Class		$	314,638,077		$	208,192,142
GS4 shares outstanding			29,674,753			12,956,523
Net asset value, offering and redemption price per GS4 share		$	10.60		$	16.07
____________
(1) Investments in securities of unaffiliated issuers, at cost		$399,045,424			$204,871,325
Investments in securities of affiliated issuers, at cost			19,718,563			8,429,650
Total investments at cost		$	418,763,987		$	213,300,975
(2) Includes securities loaned of:		$	57,437,969		$	19,449,940
(3) Foreign currency at cost		$	27,473		$	—
(4) Proceeds from securities sold short		$	46,691,516		$	—
(5) Premiums received on options written		$	—		$	—
(6) Net of $(192,221) accrued foreign capital gains taxes on appreciated securities

222 See Notes to Financial Statements.

Real Estate Securities Fund			Value Equity Fund			Growth Equity Fund			Small Cap Equity  Fund		International Equity Fund
$	221,317,657		$	1,211,815,994		$	1,278,252,953		$	561,969,789	$	1,482,737,368
	4,949,171			19,170,658			46,333,046			17,383,865		91,536,895
	226,266,828			1,230,986,652			1,324,585,999			579,353,654		1,574,274,263
	—			18,401			—			4,312		34,332
	240,250			972,000			2,509,000			3,291,591		11,831,321
	—			—			—			—		14,282,160
	—			—			—			98,182		12,588,114
	627,786			1,277,465			582,629			150,824		2,934,723
	—			—			—			274,751		—
	2,929			21,311			21,940			72,525		60,955
	203,205			646,006			3,231,843			2,135,598		377,671
	194,624			29,308			136,800			86,374		137,110
	124,740			537,890			1,261,695			1,590,384		1,815,328
	—			—			—			36,471		5,064,210
	19,025			27,982			29,766			18,224		29,941
	227,679,387			1,234,517,015			1,332,359,672			587,112,890		1,623,430,128
	—			—			—			—		—
	—			—			—			—		80,191,700
	—			—			—			4,406		—
	—			—			—			58,167		1,167,388
	36,159,270			83,136,798			104,150,787			134,832,566		108,425,281
	—			—			—			—		3,820,018
	151,877			1,620,805			5,631,166			6,745,208		1,153,835
	—			—			—			—		35,666
	25,466			255,395			214,070			135,318		5,696
	—			—			—			—		384,944
	586			4,263			4,388			14,501		12,190
	—			—			—			—		196,480
	110,463			615,975			810,410			328,080		963,073
	38,049			189,289			206,896			75,606		228,221
	45,505			72,972			78,555			95,538		409,169
	36,531,216			85,895,497			111,096,272			142,289,390		196,993,661
$	191,148,171		$	1,148,621,518		$	1,221,263,400		$	444,823,500	$	1,426,436,467
$	171,212,216		$	1,148,335,694		$	963,781,869		$	390,088,464	$	1,478,571,089
	468,376			7,694,927			(865	)		51,833		(1,019,310	)
	(1,081,637	)		(123,785,179	)		5,703,325			3,386,318		(169,931,590	)
	20,549,216			116,376,076			251,779,071			51,296,885		118,816,278	(6)
$	191,148,171		$	1,148,621,518		$	1,221,263,400		$	444,823,500	$	1,426,436,467
	N/A		$	215,512,016		$	198,329,294		$	67,723,023	$	270,130,000
	N/A			26,975,235			16,265,123			6,595,721		27,130,414
	N/A		$	7.99		$	12.19		$	10.27	$	9.96
$	191,148,171		$	933,109,502		$	1,022,934,106		$	377,100,477	$	1,156,306,467
	18,040,377			57,681,540			50,478,526			23,653,827		88,448,140
$	10.60		$	16.18		$	20.26		$	15.94	$	13.07
$	200,859,202		$	1,095,545,381		$	1,026,638,296		$	511,852,262	$	1,366,899,340
	4,949,171			19,170,658			46,333,046			17,383,865		91,536,895
$	205,808,373		$	1,114,716,039		$	1,072,971,342		$	529,236,127	$	1,458,436,235
$	35,673,196		$	82,970,907		$	103,969,297		$	134,571,282	$	116,486,260
$	—		$	—		$	—		$	96,686	$	12,533,859
$	—		$	—		$	—		$	—	$	77,878,097
$	—		$	—		$	—		$	11,848	$	—

See Notes to Financial Statements. 223

STATEMENTS OF OPERATIONS For the Year Ended December 31, 2012

	Defensive Market Strategies Fund				Equity Index Fund
Investment Income
Dividends		$	7,243,447		$	5,291,525
Income distributions received from affiliated funds			2,698			1,102
Interest			2,428,987			344
Securities lending			186,336			38,218
Less foreign taxes withheld			(41,167	)		(3,156	)
Total Investment Income			9,820,301			5,328,033
Expenses
Investment advisory fees			3,119,630			381,381
Transfer agent fees:
GS2 shares			3,859			3,918
GS4 shares			17,127			26,087
Custodian fees			217,379			13,070
Shareholder servicing fees:
GS4 shares			675,612			490,128
Accounting and administration fees			153,584			76,499
Professional fees			54,737			57,675
Blue sky fees:
GS2 shares			2,433			3,648
GS4 shares			25,384			14,983
Shareholder reporting fees:
GS2 shares			352			306
GS4 shares			2,110			16,375
Trustee expenses			5,013			3,805
Line of credit facility fees			3,957			2,725
Other expenses			261,404			16,125
Total expenses			4,542,581			1,106,725
Dividends and interest on securities sold short			190,095			—
Expenses waived/reimbursed net of amount recaptured(1)			(236,093	)		(237,787	)
Fees paid indirectly			—			—
Net expenses			4,496,583			868,938
Net Investment Income			5,323,718			4,459,095
Realized and Unrealized Gain (Loss)
Net realized gain (loss) from:
Investment securities			14,467,720			1,711,646
Investment securities sold short			(5,115,445	)		—
Futures transactions			1,475,895			1,812,985
Option contracts written			57,049			—
Option contracts purchased			(233,287	)		—
Foreign currency transactions			(60,009	)		—
Net realized gain (loss)			10,591,923			3,524,631
Net change in unrealized appreciation (depreciation) on:
Investment securities
(net of estimated capital gains taxes of $(147,339) for International Equity)			13,411,418			26,937,523
Investment securities sold short			(520,893	)		—
Futures			(6,617	)		(218,063	)
Option contracts written			(3,192	)		—
Option contracts purchased			4,578			—
Foreign currency translation			(126	)		—
Net change in unrealized appreciation			12,885,168			26,719,460
Net Realized and Unrealized Gain			23,477,091			30,244,091
Net Increase in Net Assets Resulting from Operations		$	28,800,809		$	34,703,186

⁽¹⁾ See Note 3a and 3c in Notes to Financial Statements.

224 See Notes to Financial Statements.

Real Estate Securities Fund			Value Equity Fund			Growth Equity Fund			Small Cap Equity Fund			International Equity Fund
$	4,640,025		$	29,109,884		$	14,516,080		$	5,929,241		$	41,054,266
	527			2,298			5,638			1,779			8,095
	—			209			1,433			1,242,455			—
	39,124			162,492			220,796			669,835			1,135,611
	—			(104,850	)		(138,690	)		(1,436	)		(3,306,249	)
	4,679,676			29,170,033			14,605,257			7,841,874			38,891,723
	1,229,447			7,248,720			10,317,331			4,053,867			12,123,882
	—			4,138			4,225			4,208			4,176
	25,363			28,476			28,683			30,343			31,860
	34,782			49,646			76,809			131,633			932,655
	419,273			2,208,180			2,443,548			899,507			2,493,266
	42,483			248,245			258,720			174,170			628,266
	55,757			57,670			54,190			57,989			57,571
	—			3,725			3,818			3,698			3,660
	16,459			17,168			18,607			16,536			16,063
	—			700			610			876			979
	15,209			20,499			21,168			23,664			26,261
	3,053			13,231			14,196			5,912			14,724
	1,926			12,735			13,693			4,995			14,170
	11,281			29,396			32,686			22,822			635,833
	1,855,033			9,942,529			13,288,284			5,430,220			16,983,366
	—			—			—			—			2,516,279
	(12,368	)		(53,834	)		(768,403	)		(228,435	)		(2,281,757	)
	—			(75,329	)		(62,169	)		(94,590	)		(41,960	)
	1,842,665			9,813,366			12,457,712			5,107,195			17,175,928
	2,837,011			19,356,667			2,147,545			2,734,679			21,715,795
	20,175,944			24,991,841			115,108,824			33,418,079			(27,425,535	)
	—			—			—			—			5,819,874
	945,201			3,722,834			9,606,985			8,533,418			9,533,447
	—			—			—			74,243			—
	—			—			—			(48,153	)		—
	—			—			(713	)		118,896			4,985,563
	21,121,145			28,714,675			124,715,096			42,096,483			(7,086,651	)
	2,155,427			129,583,630			62,477,932			16,586,545			202,036,299
	—			—			—			—			(12,773,480	)
	37,141			(608,223	)		(588,060	)		12,383			245,641
	—			—			—			7,090			—
	—			—			—			(10,514	)		—
	—			—			296			(113,802	)		3,611,201
	2,192,568			128,975,407			61,890,168			16,481,702			193,119,661
	23,313,713			157,690,082			186,605,264			58,578,185			186,033,010
$	26,150,724		$	177,046,749		$	188,752,809		$	61,312,864		$	207,748,805

See Notes to Financial Statements. 225

STATEMENTS OF CHANGES IN NET ASSETS

	Defensive Market Strategies Fund
	For the Year Ended 12/31/12			For the Period 09/01/11(1) - 12/31/11
Operations:
Net investment income	$	5,323,718		$	936,692
Net realized gain (loss) on investment securities, foreign currency transactions and derivative transactions		10,591,923			(2,374,664	)
Net change in unrealized appreciation (depreciation) on investment securities, foreign currency translations and derivative transactions		12,885,168			8,963,748
Net increase in net assets resulting from operations		28,800,809			7,525,776
Dividends and Distributions to Shareholders:
Dividends from net investment income
GS2 shares		(1,340,492	)		(318,933	)
GS4 shares		(4,192,927	)		(817,166	)
Distributions from net realized capital gains
GS2 shares		(2,470,784	)		(59,110	)
GS4 shares		(9,083,204	)		(180,504	)
Total dividends and distributions		(17,087,407	)		(1,375,713	)
Capital Share Transactions:
Proceeds from shares sold
GS2 shares		15,153,959			79,296,691
GS4 shares		57,511,353			237,229,968
Reinvestment of dividends and distributions
GS2 shares		3,807,041			377,748
GS4 shares		13,276,131			997,670
Total proceeds from shares sold and reinvested		89,748,484			317,902,077
Value of shares redeemed
GS2 shares		(10,919,229	)		(6,649,396	)
GS4 shares		(5,602,873	)		(2,357,596	)
Total value of shares redeemed		(16,522,102	)		(9,006,992	)
Net increase (decrease) from capital share transactions(2)		73,226,382			308,895,085
Total increase (decrease) in net assets		84,939,784			315,045,148
Net Assets:
Beginning of Year		315,045,148			—
End of Year*	$	399,984,932		$	315,045,148
*  Including undistributed (distributions in excess of) net investment income	$	(2,176	)	$	(19,092	)

⁽¹⁾ Inception date was September 1, 2011.

⁽²⁾ See Note 6 in Notes to Financial Statements.

226 See Notes to Financial Statements.

Equity Index Fund						Real Estate Securities Fund						Value Equity Fund
For the Year Ended						For the Year Ended						For the Year Ended
12/31/12			12/31/11			12/31/12			12/31/11			12/31/12			12/31/11
$	4,459,095		$	5,258,974		$	2,837,011		$	1,263,887		$	19,356,667		$	16,621,802
	3,524,631			32,991,580			21,121,145			17,066,499			28,714,675			26,274,574
	26,719,460			(32,744,998	)		2,192,568			(7,100,897	)		128,975,407			(40,133,852	)
	34,703,186			5,505,556			26,150,724			11,229,489			177,046,749			2,762,524
	(1,571,769	)		(1,954,809	)		—			—			(6,831,856	)		(5,981,447	)
	(2,883,760	)		(4,382,332	)		(2,553,245	)		(1,079,417	)		(12,514,527	)		(10,675,839	)
	(1,164,145	)		(9,790,218	)		—			—			—			—
	(2,337,106	)		(25,535,709	)		—			—			—			—
	(7,956,780	)		(41,663,068	)		(2,553,245	)		(1,079,417	)		(19,346,383	)		(16,657,286	)
	9,096,280			2,712,853			—			—			9,537,724			18,209,835
	23,839,386			22,558,530			48,804,620			43,753,345			45,285,927			78,987,992
	2,732,297			11,720,330			—			—			6,825,833			5,976,208
	5,219,194			29,913,775			2,553,036			1,079,272			12,513,223			10,674,516
	40,887,157			66,905,488			51,357,656			44,832,617			74,162,707			113,848,551
	(4,607,900	)		(38,120,249	)		—			—			(28,255,572	)		(49,726,476	)
	(27,559,476	)		(179,783,388	)		(34,033,826	)		(46,656,025	)		(108,252,456	)		(186,250,779	)
	(32,167,376	)		(217,903,637	)		(34,033,826	)		(46,656,025	)		(136,508,028	)		(235,977,255	)
	8,719,781			(150,998,149	)		17,323,830			(1,823,408	)		(62,345,321	)		(122,128,704	)
	35,466,187			(187,155,661	)		40,921,309			8,326,664			95,355,045			(136,023,466	)
	219,796,494			406,952,155			150,226,862			141,900,198			1,053,266,473			1,189,289,939
$	255,262,681		$	219,796,494		$	191,148,171		$	150,226,862		$	1,148,621,518		$	1,053,266,473
$	3,817		$	—		$	468,376		$	184,497		$	7,694,927		$	7,684,176

See Notes to Financial Statements. 227

STATEMENTS OF CHANGES IN NET ASSETS

	Growth Equity Fund
	For the Year Ended
	12/31/12			12/31/11
Operations:
Net investment income (loss)	$	2,147,545		$	(1,251,646	)
Net realized gain (loss) on investment securities, foreign currency transactions and derivative transactions		124,715,096			112,048,038
Net change in unrealized appreciation (depreciation) on investment securities, foreign currency translations and derivative transactions		61,890,168			(129,401,549	)
Net increase (decrease) in net assets resulting from operations		188,752,809			(18,605,157	)
Dividends and Distributions to Shareholders:
Dividends from net investment income
GS2 shares		(997,169	)		—
GS4 shares		(1,161,213	)		—
Distributions from net realized capital gains
GS2 shares		(22,360,470	)		—
GS4 shares		(72,908,150	)		—
Total dividends and distributions		(97,427,002	)		—
Capital Share Transactions:
Proceeds from shares sold
GS2 shares		8,038,745			12,614,849
GS4 shares		62,823,460			84,754,555
Reinvestment of dividends and distributions
GS2 shares		23,338,265			—
GS4 shares		74,068,713			—
Total proceeds from shares sold and reinvested		168,269,183			97,369,404
Value of shares redeemed
GS2 shares		(25,997,419	)		(41,012,966	)
GS4 shares		(112,712,284	)		(197,296,374	)
Total value of shares redeemed		(138,709,703	)		(238,309,340	)
Net increase (decrease) from capital share transactions(1)		29,559,480			(140,939,936	)
Total increase (decrease) in net assets		120,885,287			(159,545,093	)
Net Assets:
Beginning of Year		1,100,378,113			1,259,923,206
End of Year*	$	1,221,263,400		$	1,100,378,113
*  Including undistributed (distributions in excess of) net investment income	$	(865	)	$	(540	)

⁽¹⁾ See Note 6 in Notes to Financial Statements.

228 See Notes to Financial Statements.

Small Cap Equity Fund						International Equity Fund
For the Year Ended						For the Year Ended
12/31/12			12/31/11			12/31/12			12/31/11
$	2,734,679		$	588,385		$	21,715,795		$	25,408,601
	42,096,483			55,393,288			(7,086,651	)		55,235,655
	16,481,702			(48,864,420	)		193,119,661			(266,338,287	)
	61,312,864			7,117,253			207,748,805			(185,694,031	)
	(824,580	)		(296,485	)		(5,831,914	)		(6,224,885	)
	(2,228,182	)		(407,452	)		(16,637,904	)		(18,014,995	)
	(4,730,877	)		—			—			—
	(17,549,897	)		—			—			—
	(25,333,536	)		(703,937	)		(22,469,818	)		(24,239,880	)
	3,532,639			5,576,712			22,643,677			34,462,759
	26,607,000			47,768,412			98,709,445			181,280,843
	5,551,218			296,176			5,830,084			6,222,532
	19,776,480			407,371			16,637,209			18,014,075
	55,467,337			54,048,671			143,820,415			239,980,209
	(9,202,703	)		(17,341,615	)		(15,820,816	)		(35,990,466	)
	(55,335,902	)		(99,700,166	)		(65,824,409	)		(106,493,355	)
	(64,538,605	)		(117,041,781	)		(81,645,225	)		(142,483,821	)
	(9,071,268	)		(62,993,110	)		62,175,190			97,496,388
	26,908,060			(56,579,794	)		247,454,177			(112,437,523	)
	417,915,440			474,495,234			1,178,982,290			1,291,419,813
$	444,823,500		$	417,915,440		$	1,426,436,467		$	1,178,982,290
$	51,833		$	(27,881)		$	(1,019,310)		$	(703,735)

See Notes to Financial Statements. 229

FINANCIAL HIGHLIGHTS

For a Share Outstanding For the Years Ending December 31, unless otherwise indicated																									Ratios to Average Net Assets
	Net Asset Value, Beginning of Year		Net Invest- ment Income			Realized and Unrealized Gain (Loss) on Investments			Dividends from Net Investment Income			Distribu- tions from Net Realized Capital Gains			Excess Distribu- tion/ Return of Capital			Net Asset Value, End of Year		Total Return			Net Assets, End of Year (000)		Expenses, Net			Expenses, Gross(1)			Invest- ment Income/ (Loss), Net(2)			Portfolio Turnover Rate
Defensive Market Strategies Fund
GS2 Class
2012	$	10.20	$	0.18	#	$	0.73(3	)	$	(0.18	)	$	(0.32	)	$	—		$	10.61		8.93	%	$	85,347		0.99	%(4)		1.12	%		1.67	%		304	%
2011(5)		10.00		0.04	#		0.21(3	)		(0.04	)		(0.01	)		—			10.20		2.51			74,516		0.99	(4)		1.10			1.11			120
GS4 Class
2012	$	10.20	$	0.15	#	$	0.72(3	)	$	(0.15	)	$	(0.32	)	$	—		$	10.60		8.57	%	$	314,638		1.25	%(4)		1.37	%		1.42	%		304	%
2011(5)		10.00		0.03	#		0.21(3	)		(0.03	)		(0.01	)		—			10.20		2.43			240,529		1.25	(4)		1.35			0.86			120
Equity Index Fund
GS2 Class
2012	$	6.29	$	0.13	#	$	0.86(3	)	$	(0.25	)	$	(0.18	)	$	—		$	6.85		15.92	%	$	47,071		0.23	%		0.24	%		1.95	%		3	%
2011		8.63		0.15	#		0.04(3	)		(0.31	)		(2.22	)		—			6.29		3.00			36,721		0.23			0.24			1.71			4
2010		7.77		0.14	#		0.97			(0.25	)		—			—			8.63		14.57			71,093		0.22			0.22			1.77			5
2009		6.36		0.14	#		1.49			(0.22	)		—			—			7.77		26.38			65,217		0.22			0.24			2.05			4
2008		10.57		0.18	#		(4.06	)		(0.24	)		(0.09	)		—			6.36		(37.32	)		49,472		0.21			0.22			2.11			5
GS4 Class
2012	$	14.24	$	0.28	#	$	1.95(3	)	$	(0.22	)	$	(0.18	)	$	—		$	16.07		15.76	%	$	208,192		0.38	%		0.49	%		1.79	%		3	%
2011		16.36		0.26	#		0.12(3	)		(0.28	)		(2.22	)		—			14.24		2.75			183,076		0.38			0.47			1.57			4
2010		14.51		0.24	#		1.84			(0.23	)		—			—			16.36		14.45			335,859		0.37			0.41			1.60			5
2009		11.70		0.24	#		2.77			(0.20	)		—			—			14.51		26.14			321,486		0.37			0.43			1.90			4
2008		19.07		0.31	#		(7.37	)		(0.22	)		(0.09	)		—			11.70		(37.37	)		247,077		0.37			0.42			1.95			5
Real Estate Securities Fund
GS4 Class
2012	$	9.18	$	0.17	#	$	1.40(3	)	$	(0.15	)	$	—		$	—		$	10.60		17.09	%	$	191,148		1.05	%		1.06	%		1.62	%		95	%
2011		8.52		0.08	#		0.65(3	)		(0.07	)		—			—			9.18		8.51			150,227		1.14			1.14			0.85			90
2010		6.74		0.11	#		1.82			(0.15	)		—			—			8.52		28.80			141,900		1.19			1.19			1.41			105
2009		5.25		0.12	#		1.49			(0.12	)		—			—	†		6.74		31.21			121,533		1.27			1.28			2.29			128
2008		9.04		0.18	#		(3.80	)		(0.16	)		—			(0.01	)		5.25		(40.35	)		80,579		1.26			1.25			2.21			94

†  Amount represents less than $0.005 per share.

#  Calculated using the average shares outstanding method.

(1)  The ratio excludes expenses waived/reimbursed net of amount recaptured and fees paid indirectly, where applicable; if expenses waived/reimbursed net of amount recaptured and fees paid indirectly were included, the ratio would have been lower than the ratio shown. The ratio for the Defensive Market Strategies Fund includes the effect of dividend expense on securities sold short which increased the ratio by 0.04% for the year 2011 and 0.05% for the year 2012.

(2)  The ratio includes expenses waived (reimbursed net of amount recaptured) and fees paid indirectly, where applicable; if expenses waived (reimbursed net of amount recaptured) and fees paid indirectly were excluded, the ratio would have been lower (higher) than the ratio shown.

(3)  Amount includes Capital Gains distributions received by the Fund from the GuideStone Money Market Fund. The amount of these distributions represents less than $0.005 per share.

(4)  The ratio excludes the effect of expense offsets for fees paid indirectly; if expense offsets were included, the ratio would have been lower than the ratio shown. The ratio for the Defensive Market Strategies Fund excludes the effect of dividend expense on securities sold short.

(5)  Inception date was September 1, 2011. All ratios for the period have been annualized. Total return and portfolio turnover for the period have not been annualized.

230 See Notes to Financial Statements.

For a Share Outstanding For the Years Ending December 31, unless otherwise indicated																									Ratios to Average Net Assets
	Net Asset Value, Beginning of Year		Net Invest- ment Income/ (Loss)			Realized and Unrealized Gain (Loss) on Investments			Dividends from Net Investment Income			Distribu- tions from Net Realized Capital Gains			Excess Distribu- tion/ Return of Capital			Net Asset Value, End of Year		Total Return			Net Assets, End of Year (000)		Expenses, Net			Expenses, Gross(1)			Invest- ment Income/ (Loss), Net(2)			Portfolio Turnover Rate
Value Equity Fund
GS2 Class
2012	$	7.03	$	0.15	#	$	1.06	(3)	$	(0.25	)	$	—		$	—		$	7.99		17.47	%	$	215,512		0.67	%(4)		0.68	%		1.90	%		27	%
2011		7.18		0.12	#		(0.07	)(3)		(0.20	)		—			—			7.03		0.57			200,308		0.67	(4)		0.68			1.62			35
2010		6.46		0.10	#		0.78			(0.16	)		—			—			7.18		14.01			231,079		0.67			0.68			1.52			36
2009		5.52		0.11	#		1.02			(0.19	)		—			—			6.46		21.35			181,123		0.68			0.69			2.06			32
2008		9.10		0.17	#		(3.46	)		(0.22	)		(0.07	)		—			5.52		(36.81	)		143,506		0.66	(4)		0.67			2.29			52
GS4 Class
2012	$	14.00	$	0.25	#	$	2.14	(3)	$	(0.21	)		—			—		$	16.18		17.20	%	$	933,110		0.92	%(4)		0.92	%		1.66	%		27	%
2011		14.12		0.20	#		(0.16	)(3)		(0.16	)		—			—			14.00		0.27			852,958		0.90	(4)		0.91			1.39			35
2010		12.54		0.17	#		1.56			(0.15	)		—			—			14.12		13.96			958,211		0.85	(4)		0.87			1.35			36
2009		10.53		0.20	#		1.98			(0.17	)		—			—			12.54		21.16			1,001,814		0.85	(4)		0.88			1.89			32
2008		17.03		0.30	#		(6.54	)		(0.19	)		(0.07	)		—			10.53		(36.95	)		844,459		0.85	(4)		0.86			2.09			52
Growth Equity Fund
GS2 Class
2012	$	11.76	$	0.04	#	$	2.00	(3)	$	(0.06	)	$	(1.55	)	$	—		$	12.19		17.39	%	$	198,329		0.87	%(4)		0.89	%		0.33	%		67	%
2011		11.91		—	†#		(0.15	)(3)		—			—			—			11.76		(1.26	)		184,418		0.88	(4)		0.89			0.02			60
2010		10.00		—	†		1.91			—	†		—			—			11.91		19.13			215,863		0.88	(4)		0.89			0.06			63
2009		7.26		0.02			2.74			(0.02	)		—			—			10.00		38.14			196,026		0.88	(4)		0.89			0.22			78
2008		12.76		0.03			(5.49	)		(0.04	)		—			—			7.26		(42.84	)		141,138		0.87	(4)		0.87			0.26			99
GS4 Class
2012	$	18.63	$	0.03	#	$	3.17	(3)	$	(0.02	)	$	(1.55	)	$	—		$	20.26		17.21	%	$	1,022,934		1.06	%(4)		1.13	%		0.15	%		67	%
2011		18.90		(0.02	)#		(0.25	)(3)		—			—			—			18.63		(1.43	)		915,960		1.03	(4)		1.11			(0.13	)		60
2010		15.88		(0.01	)		3.03			—	†		—			—			18.90		19.03			1,044,060		0.97	(4)		1.08			(0.04	)		63
2009		11.52		0.01			4.36			(0.01	)		—			—			15.88		37.99			1,067,654		0.97	(4)		1.09			0.13			78
2008		20.22		0.02			(8.70	)		(0.02	)		—			—			11.52		(42.92	)		817,315		0.97	(4)		1.06			0.16			99
Small Cap Equity Fund
GS2 Class
2012	$	9.70	$	0.08	#	$	1.40	(3)	$	(0.13	)	$	(0.78	)	$	—		$	10.27		15.25	%	$	67,723		1.01	%(4)		1.02	%		0.79	%		128	%
2011		9.61		0.03	#		0.11	(3)		(0.05	)		—			—			9.70		1.40			63,903		1.01	(4)		1.03			0.27			165
2010		7.57		0.03	#		2.06			(0.05	)		—			—			9.61		27.64			74,424		1.00	(4)		1.02			0.42			177
2009		5.94		0.03	#		1.64			(0.04	)		—			—			7.57		28.12			64,033		1.04	(4)		1.05			0.44			130
2008		9.60		0.05	#		(3.61	)		(0.08	)		—			(0.02	)		5.94		(37.05	)		48,159		1.03	(4)		1.04			0.66			147
GS4 Class
2012	$	14.62	$	0.09	#	$	2.10	(3)	$	(0.09	)	$	(0.78	)	$	—		$	15.94		15.02	%	$	377,101		1.21	%(4)		1.27	%		0.59	%		128	%
2011		14.46		0.01	#		0.17	(3)		(0.02	)		—			—			14.62		1.22			354,013		1.19	(4)		1.26			0.10			165
2010		11.37		0.03	#		3.09			(0.03	)		—			—			14.46		27.47			400,072		1.15	(4)		1.21			0.27			177
2009		8.91		0.03	#		2.46			(0.03	)		—			—			11.37		27.93			356,043		1.15	(4)		1.25			0.33			130
2008		14.31		0.07	#		(5.39	)		(0.06	)		—			(0.02	)		8.91		(37.19	)		272,588		1.15	(4)		1.24			0.55			147

†  Amount represents less than $0.005 per share.

#  Calculated using the average shares outstanding method.

(1)  The ratio excludes expenses waived/reimbursed net of amount recaptured and fees paid indirectly, where applicable; if expenses waived/reimbursed net of amount recaptured and fees paid indirectly were included, the ratio would have been lower than the ratio shown.

(2)  The ratio includes expenses waived (reimbursed net of amount recaptured) and fees paid indirectly, where applicable; if expenses waived (reimbursed net of amount recaptured) and fees paid indirectly were excluded, the ratio would have been lower (higher) than the ratio shown.

(3)  Amount includes Capital Gains distributions received by the Fund from the GuideStone Money Market Fund. The amount of these distributions represents less than $0.005 per share.

(4)  The ratio excludes the effect of expense offsets for fees paid indirectly; if expense offsets were included, the ratio would have been lower than the ratio shown.

See Notes to Financial Statements. 231

FINANCIAL HIGHLIGHTS (Continued)

For a Share Outstanding For the Years Ended December 31, unless otherwise indicated																								Ratios to Average Net Assets
	Net Asset Value, Beginning of Year		Net Invest- ment Income			Realized and Unrealized Gain (Loss) on Investm- ents			Dividends from Net Investment Income			Distribu- tions from Net Realized Capital Gains			Excess Distribu- tion/ Return of Capital		Net Asset Value, End of Year		Total Return			Net Assets, End of Year (000)		Expenses, Net			Expenses, Gross(1)			Invest- ment Income/ (Loss), Net(2)			Portfolio Turnover Rate
International Equity Fund
GS2 Class
2012	$	8.67	$	0.18	#	$	1.33	(3)	$	(0.22	)	$	—		$	—	$	9.96		17.43	%	$	270,130		0.95	%(4)		1.32	%		1.89	%		53	%
2011		10.35		0.22	#		(1.66)	(3)		(0.24	)		—			—		8.67		(13.86	)		223,677		0.94	(4)		1.22			2.17			82
2010		9.64		0.17	#		0.83			(0.29	)		—			—		10.35		10.45			262,103		0.94	(4)		1.19			1.81			56
2009		7.32		0.17	#		2.42			(0.27	)		—	†		—		9.64		35.81			240,483		0.94	(4)		1.21			2.12			59
2008		14.61		0.34	#		(6.89	)		(0.39	)		(0.35	)		—		7.32		(44.72	)		193,281		0.94	(4)		1.08			2.92			88
GS4 Class
2012	$	11.33	$	0.20	#	$	1.73	(3)	$	(0.19	)	$	—		$	—	$	13.07		17.05	%	$	1,156,306		1.19	%(4)		1.57	%		1.65	%		53	%
2011		13.43		0.25	#		(2.13)	(3)		(0.22	)		—			—		11.33		(14.01	)		955,305		1.16	(4)		1.45			1.95			82
2010		12.44		0.21	#		1.05			(0.27	)		—			—		13.43		10.14			1,029,317		1.12	(4)		1.38			1.67			56
2009		9.38		0.20	#		3.11			(0.25	)		—	†		—		12.44		35.61			1,101,628		1.12	(4)		1.40			1.98			59
2008		18.32		0.40	#		(8.63	)		(0.36	)		(0.35	)		—		9.38		(44.81	)		873,618		1.12	(4)		1.28			2.46			88

† Amount represents less than $0.005 per share.

# Calculated using the average shares outstanding method.

(1)  The ratio excludes expenses waived/reimbursed net of amount recaptured and fees paid indirectly, where applicable; if expenses waived/reimbursed net of amount recaptured and fees paid indirectly were included, the ratio would have been lower than the ratio shown. The effect of dividend expense on securities sold short increased the ratio by 0.04%, 0.08% and 0.20% for the years 2010, 2011, and 2012, respectively.

(2)  The ratio has been revised to include expenses waived (reimbursed net of amount recaptured) and fees paid indirectly, where applicable; if expenses waived (reimbursed net of amount recaptured) and fees paid indirectly were excluded, the ratio would have been lower (higher) than the ratio shown.

(3)  Amount includes Capital Gains distributions received by the Fund from the GuideStone Money Market Fund. The amount of these distributions represents less than $0.005 per share.

(4)  The ratio excludes the effect of expense offsets for fees paid indirectly; if expense offsets were included, the ratio would have been lower than the ratio shown. The ratio excludes the effect of dividend expense on securities sold short.

232 See Notes to Financial Statements.

NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF THE FUNDS

GuideStone Funds (the “Trust”) was organized as a Delaware statutory trust on March 2, 2000. The Trust has established twenty-seven series (each, a “Fund” and together, the “Funds”). Each Fund is a diversified, open-end management investment company, registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The MyDestination 2005, MyDestination 2015, MyDestination 2025, MyDestination 2035, MyDestination 2045 and MyDestination 2055 Funds, each referred to as a “Date Target Fund” and together as the “Date Target Funds.” The Conservative Allocation Fund, Balanced Allocation Fund, Growth Allocation Fund, Aggressive Allocation Fund, Conservative Allocation Fund I, Balanced Allocation Fund I, Growth Allocation Fund I and Aggressive Allocation Fund I are each referred to as an “Asset Allocation Fund” and together as the “Asset Allocation Funds.” The remaining Funds are each referred to as a “Select Fund” and are together referred to as the “Select Funds.” The Money Market Fund is referred to as the “Money Market Fund.” The Low-Duration Bond Fund, Medium-Duration Bond Fund, Extended-Duration Bond Fund, Inflation Protected Bond Fund and Global Bond Fund are together referred to as the “Bond Funds.” The Defensive Market Strategies Fund, Equity Index Fund, Real Estate Securities Fund, Value Equity Fund, Growth Equity Fund, Small Cap Equity Fund and International Equity Fund are together referred to as the “Equity Funds.” The Inflation Protected Bond Fund and the Real Estate Securities Fund may also be referenced as the “Real Return Select Fund(s).” The Defensive Market Strategies Fund commenced operations as a registered investment company on September 1, 2011. The MyDestination 2055 Fund commenced operations as a registered investment company on January 1, 2012.

There are two classes of shares issued by the Funds — the GS2 Class and the GS4 Class (each, a “Class” and together the “Classes”), except for the Date Target Funds, the Conservative Allocation Fund, the Balanced Allocation Fund, the Growth Allocation Fund, the Aggressive Allocation Fund, the Inflation Protected Bond Fund, the Global Bond Fund, and the Real Estate Securities Fund, which issued the GS4 Class only. The Conservative Allocation Fund I, Balanced Allocation Fund I, Growth Allocation Fund I and Aggressive Allocation Fund I issued the GS2 Class only. All Classes of shares have identical voting, dividend and liquidation rights. Income, expenses (other than class specific expenses) and realized and unrealized gains or losses on investments are allocated to each Class of shares based upon its relative net assets.

Each Fund is a separate mutual fund with its own investment objective, strategies and risks. The Select Funds invest directly in particular types of fixed-income obligations, stocks and other investments. The Asset Allocation and Date Target Funds primarily invest in a different mix of the Select Funds to meet a specified investment strategy. The Asset Allocation and Date Target Funds are commonly referred to as “Fund of Funds.”

2. SIGNIFICANT ACCOUNTING POLICIES

The following significant accounting policies are in conformity with generally accepted accounting principles (“GAAP”) in the United States of America which require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.

a. Valuation of Securities

The Funds (except the Money Market Fund) each value securities traded on national securities exchanges or included in national market systems at the last quoted sale price, or official close price, on the principal exchange on which they were traded, or, in the absence of any sale or official close price, at the closing bid price. Securities which are primarily traded on foreign exchanges are generally valued at the closing values of such securities on their respective exchanges, except that when an occurrence subsequent to the time when the foreign security is valued is likely to have changed such value, then the fair value of those

233

securities will be determined through procedures established by or under the direction of the Board of Trustees of the Trust (the “Board of Trustees”). Non-exchange traded securities for which an over-the-counter quotation is readily available are valued at the last quoted bid price.

Debt securities, excluding asset-backed and mortgage-backed securities, are valued at the mean of the last bid and ask prices available. Asset-backed and mortgage-backed securities are generally valued at the last bid price, if available. Certain debt securities may be valued on the basis of broker quotations, valuations provided by a pricing service which may use a matrix, formula or other objective methods that take into consideration market indices, matrices, yield curves and other specific adjustments or by a sub-adviser using various methodologies approved by the Board of Trustees.

Short-term securities maturing in more than 60 days from the valuation date are valued at the mean of the last bid and ask prices; those maturing in 60 days or less are generally valued at amortized cost which approximates current market value in accordance with Rule 2a-7 of the 1940 Act.

Forward foreign exchange contracts are valued based upon closing exchange rates from each respective foreign market.

Futures contracts are valued at the closing settlement price on the exchange on which they are primarily traded.

Options, rights and warrants for which the primary market is a national securities exchange are valued at the last sale price on the exchange on which they are traded, or, in the absence of any sale, at the closing bid price. Options, rights and warrants not traded on a national securities exchange are valued at the last quoted bid price.

Swap agreements are valued daily based upon the terms specific to each agreement with its counterparty. (Please see Note j, “Derivative Financial Instruments” for additional information regarding the valuation of swap agreements).

To the extent available, valuations of portfolio securities are provided by independent pricing services approved by the Board of Trustees. Securities for which market quotations are not readily available are valued at fair value according to methods established in good faith by the Board of Trustees. Due to the potential excessive volatility at the time valuations are developed, pricing techniques may materially vary from the actual amounts realized upon sale of the securities.

For securities that principally trade on a foreign market or exchange, a significant gap in time can exist between the time of a particular security’s last trade and the time at which a Fund calculates its NAV. The closing prices of such securities may no longer reflect their market value at the time the Fund calculates its NAV if an event that could materially affect the value of those securities (a “Significant Event”) has occurred between the time of the security’s last close and the time that the Fund calculates its NAV. A Significant Event may relate to a single issuer or to an entire market sector. If a Fund becomes aware of a Significant Event that has occurred with respect to a security or group of securities after the closing of the exchange or market on which the security or securities principally trade, but before the time at which the Fund calculates its NAV, a Valuation Committee meeting may be called. The Trust uses Interactive Data Corporation (“IDC”) as a third party fair valuation vendor. IDC provides a fair value for foreign equity securities held by the Trust based on certain factors and methodologies applied by IDC in the event that there is movement in the U.S. market that exceeds a specific threshold established by the Valuation Committee in consultation with, and approved by, the Board of Trustees. Such methodologies generally involve tracking valuation correlations between the U.S. market and each non-U.S. security. As part of the valuation procedures, a “confidence interval” is used, when the threshold is exceeded, to determine the level of correlation between the value of a foreign equity security and movements in the U.S. market before a particular security will be fair valued. In the event that the threshold established by the Valuation Committee is exceeded on a specific day, the Trust will typically value non-U.S. equity securities in its portfolio that exceed the applicable confidence interval based upon the fair values provided by IDC.

The Asset Allocation and Date Target Funds value their investments in the underlying Select Funds daily at the closing NAV of each respective Select Fund.

234

The Financial Accounting Standards Board’s (“FASB”) “Fair Value Measurements and Disclosures” defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorizations of fair value measurements, and the criteria used to determine each categorization, are as follows:

Level 1 – quoted prices in active markets for identical securities which include:

Equity securities, including restricted securities, for which market quotations are readily available, that are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded; and

Investments in open-end mutual funds, including the GuideStone Funds and the Northern Institutional Liquid Assets Portfolio, which are valued at their closing net asset value each business day.

Level 2 – prices determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) which include:

Equity securities for which there were no sales or closing prices for that day, that are valued at the last quoted bid price or that may be valued using the last available price;

Foreign equity securities for which a Significant Event has occurred and a fair value price is provided by IDC;

Debt securities, including restricted securities that are valued based on evaluated quotations received from independent pricing. For corporate bonds, pricing services that utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices; and

Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available and are valued at amortized cost.

Level 3 – prices determined using significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) which include:

Restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used; and

Debt securities, including restricted securities that are valued based on evaluated quotations received from dealers who make markets in such securities.

Valuation levels are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. Transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the end of the reporting period.

In accordance with FASB “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRSs”),” management has not presented quantitative disclosures as the securities which are advisor priced or valued by the valuation committee are immaterial. Additionally, there have been no adjustments to prices received from third parties as of December 31, 2012.

A valuation hierarchy including information regarding transfers between levels and Level 3 securities, where applicable, is shown at the end of each Fund’s Schedule of Investments.

235

b. Equity Linked Securities

The Defensive Market Strategies Fund invests in equity-linked securities. Equity-linked securities are hybrid financial instruments that generally combine both debt and equity characteristics into a single note form. Income received from equity linked securities will be recorded as realized gains in the Statement of Operations and may be based on the performance of an underlying equity security, an equity index, or an option position. The risks of investing in equity-linked securities include unfavorable price movements in the underlying security and the credit risk of the issuing financial institution. There may be no guarantee of a return of principal with equity linked securities and the appreciation potential may be limited. Equity-linked securities may be more volatile and less liquid than other investments held by the Fund.

c. Fixed Income Securities

The Bond Funds, Defensive Market Strategies Fund and the Small Cap Equity Fund may invest in mortgage-related and other asset-backed securities. These securities include mortgage pass-through securities, collateralized mortgage obligations, commercial mortgage-backed securities, stripped mortgage-backed securities, asset-backed securities, collateralized debt obligations and other securities that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans on real property. Mortgage-related and other asset-backed securities are interests in pools of loans or other receivables. Mortgage-related securities are created from pools of residential or commercial mortgage loans, including mortgage loans made by savings and loan institutions, mortgage bankers, commercial banks and others. Asset-backed securities are created from many types of assets, including auto loans, credit card receivables, home equity loans and student loans. These securities provide a monthly payment which consists of both interest and principal payments. Interest payments may be determined by fixed or adjustable rates. The rate of pre-payments on underlying mortgages will affect the price and volatility of a mortgage-related security and may have the effect of shortening or extending the effective duration of the security relative to what was anticipated at the time of purchase. The timely payment of principal and interest of certain mortgage-related securities is guaranteed with the full faith and credit of the United States Government. Pools created and guaranteed by non-governmental issuers, including government-sponsored corporations, may be supported by various forms of insurance or guarantees, but there can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements.

Collateralized Mortgage Obligations (“CMOs”) are debt obligations of a legal entity that are collateralized by mortgages and divided into classes. CMOs are structured into multiple classes, often referred to as “tranches,” with each class bearing a different stated maturity and entitled to a different schedule for payments of principal and interest, including pre-payments. Commercial Mortgage-Backed Securities (“CMBS”) include securities that reflect an interest in, and are secured by, mortgage loans on commercial real property. Many of the risks of investing in CMBS reflect the risks of investing in the real estate securing the underlying mortgage loans. These risks reflect the effects of local and other economic conditions on real estate markets, the ability of tenants to make loan payments, and the ability of a property to attract and retain tenants. CMOs and CMBS may be less liquid and may exhibit greater price volatility than other types of mortgage- or asset-backed securities. Stripped Mortgage-Backed Securities (“SMBS”) are derivative multi-class mortgage securities. SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the interest-only or “IO” class), while the other class will receive the entire principal (the principal-only or “PO” class). Payments received for IOs are included in interest income on the Statements of Operations. Because little to no principal will be received at the maturity of an IO, adjustments are made to the book value of the security on a monthly basis

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until maturity. These adjustments are included in interest income on the Statements of Operations. Payments received for POs are treated as reductions to the cost and par value of the securities.

Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted to the rate of inflation. The interest rate on these bonds is generally fixed at issuance at a rate lower than typical bonds. Over the life of an inflation-indexed bond, however, interest will be paid based on a principal value, which is adjusted for inflation. Any increase or decrease in the principal amount of an inflation-indexed bond will be included as interest income on the Statements of Operations, even though investors do not receive their principal until maturity.

“TBA” (to be announced) purchase commitments are commitments to purchase securities for a fixed price at a future date, typically not exceeding 45 days. TBAs may be considered securities in themselves and involve a risk of loss if the value of the security to be purchased declines prior to settlement date. This risk is in addition to the risk of decline in each Fund’s other assets. Unsettled TBAs are valued at the current market value of the underlying securities, according to the procedures described in the section entitled “Valuation of Securities”.

During the year ended December 31, 2012, the Low-Duration Bond Fund and Medium-Duration Bond Fund entered into dollar roll transactions, pursuant to which they sell a mortgage-backed TBA or security and simultaneously purchase a similar, but not identical, TBA with the same issuer, rate and terms. The Funds may execute a “roll” to obtain better underlying mortgage securities or to increase yield. The Funds account for dollar roll transactions as purchases and sales, which has the effect of increasing their portfolio turnover rates. Risks associated with dollar rolls are that actual mortgages received by the Funds may be less favorable than those anticipated or that counterparties may fail to perform under the terms of the contracts.

TBA sale commitments are commitments to sell mortgage-backed securities for a fixed price at a future date. TBAs may be considered securities in themselves and involve a risk of loss if the value of the security to be sold increases prior to settlement date of the Fund’s other assets.

U.S. Government securities are obligations of and, in certain cases, guaranteed by, the U.S. Government, its agencies or instrumentalities. The U.S. Government does not guarantee the NAV of the Funds’ shares. Some U.S. Government securities, such as Treasury bills, notes and bonds, and securities guaranteed by the Government National Mortgage Association (“GNMA” or “Ginnie Mae”), are supported by the full faith and credit of the United States Government; others, such as those of the Federal Home Loan Bank, are supported by the right of the issuer to borrow from the U.S. Department of the Treasury (the “U.S. Treasury”); others, such as those of the Federal National Mortgage Association (“FNMA” or “Fannie Mae”), are supported by the discretionary authority of the U.S. Government to purchase the agency’s obligations; and still others, such as those of the Student Loan Marketing Association, are supported only by the credit of the instrumentality. U.S. Government securities may include zero coupon securities, which do not distribute interest on a current basis and tend to be subject to greater risk than interest-paying securities of similar maturities.

Government-related guarantors (i.e., not backed by the full faith and credit of the United States Government) include FNMA and the Federal Home Loan Mortgage Corporation (“FHLMC” or “Freddie Mac”). FNMA is a government-sponsored corporation, the common stock of which is owned entirely by private stockholders. FNMA purchases conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally chartered savings and loan associations, mutual savings banks, commercial banks and credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA, but are not backed by the full faith and credit of the United States Government. FHLMC issues Participation Certificates (“PCs”), which are pass-through securities, each representing an undivided interest in a pool of residential mortgages. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith and credit of the United States Government.

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The U.S. Treasury has historically had the authority to purchase obligations of Fannie Mae and Freddie Mac (collectively, the “GSEs”). However, in 2008, due to capitalization concerns, Congress provided the U.S. Treasury with additional authority to lend the GSEs emergency funds and to purchase their stock. In September 2008, those capital concerns led the U.S. Treasury and the Federal Housing Finance Authority (“FHFA”) to announce that the GSEs had been placed in conservatorship.

Since that time, the GSEs have received significant capital support through U.S. Treasury preferred stock purchases, as well as Treasury and Federal Reserve purchases, of their mortgage backed securities (“MBS”). The FHFA and the U.S. Treasury (through its agreement to purchase GSE preferred stock) have imposed strict limits on the size of their mortgage portfolios. While the MBS purchase programs ended in 2010, the U.S. Treasury announced in December 2009 that it would continue its support for the entities’ capital as necessary to prevent a negative net worth through at least 2012. While the U.S. Treasury is committed to offset negative equity at the GSEs through its preferred stock purchases through 2012, no assurance can be given that the Federal Reserve, U.S. Treasury, or FHFA initiatives will ensure that the GSEs will remain successful in meeting their obligations with respect to the debt and MBS they issue beyond that date.

The problems faced by the GSEs, resulting in their being placed into federal conservatorship and receiving significant U.S. Government support, have sparked serious debate among federal policy makers regarding the continued role of the U.S. Government in providing liquidity for mortgage loans. The Obama Administration produced a report to Congress on February 11, 2011, outlining a proposal to wind down the GSEs by increasing their guarantee fees, reducing their conforming loan limits (the maximum amount of each loan they are authorized to purchase) and continuing progressive limits on the size of their investment portfolio. Congress is currently considering several pieces of legislation that would reform the GSEs and possibly wind down their existence, addressing portfolio limits and guarantee fees, among other issues.

Based on quarterly loss figures, in August 2011, both GSEs requested additional support from the U.S. Treasury (Fannie Mae requested $2.8 billion and Freddie Mac requested $1.5 billion, net of dividend payments to the U.S. Treasury). In November 2011, Freddie Mac also requested an additional $6 billion in aid from the U.S. Treasury. Further, when a ratings agency down graded long-term U.S. government debt in August 2011, the agency also down graded the GSEs’ bond ratings, from AAA to AA+, based on their direct reliance on the U.S. Government (although that rating did not directly relate to their MBS). The U.S. Government’s commitment to ensure that the GSEs have sufficient capital to meet their obligations is, however, unaffected by the down grade.

Serious discussions among policymakers continue, however, as to whether the GSEs should be nationalized, privatized, restructured or eliminated altogether. Fannie Mae and Freddie Mac also are the subject to several continuing legal actions and investigations over certain accounting, disclosure or corporate governance matters, which (along with any resulting financial restatements) may continue to have an adverse effect on the guaranteeing entities. Importantly, the future of the GSEs is in serious question as the U.S. Government considers multiple options.

d.Foreign Currency Translations

Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions.

The Funds isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from

the fluctuations arising from changes in market prices of securities held.

Reported net realized foreign exchange gains or losses arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the

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Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in the exchange rate.

e. Loan Agreements

The Bond Funds and the Small Cap Equity Fund may invest in direct debt instruments which are interests in amounts owed to lenders or lending syndicates by corporate borrowers. A Fund’s investments in loans may be in the form of participations in loans. A loan is often administered by a bank or other financial institution (the “lender”) that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. A Fund may invest in multiple series or tranches of a loan, which may have varying terms and carry different associated risks. A Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. As a result, a Fund may be subject to the credit risk of both the borrower and the lender that is selling the loan agreement. When investing in a loan participation, a Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the loan agreement and only upon receipt of payments by the lender from the borrower. A Fund may receive a commitment fee based on the undrawn portion of the underlying line of credit portion of a floating rate loan. In certain circumstances, a Fund may receive a prepayment penalty fee upon the prepayment of a floating rate loan by a borrower. Fees earned or paid are recorded as a component of interest income or interest expense on the Statements of Operations.

f. PIPEs

The Small Cap Equity Fund invests in Private Investment in Public Equity (“PIPE”) securities. PIPEs involve the purchase of securities directly from a publicly traded company by a Fund. PIPEs are restricted securities and cannot be immediately resold into the public markets. These investments are valued at fair value as determined in accordance with the procedures approved by the Board of Trustees. Risks include the potential decline in the value of the publicly traded company, the potential dilution of shareholder equity and the inability of the Fund to liquidate the position quickly.

g. REITs

The Real Estate Securities Fund invests substantial assets in real estate investment trusts (“REITs”) that involve risks not associated with investing in stocks. Risks include declines in the value of real estate, general and economic conditions, changes in the value of the underlying property and defaults by borrowers. The value of assets in the real estate industry may go through cycles of relative underperformance and outperformance in comparison to equity securities markets in general.

Dividend income is recorded using management’s estimate of the income included in distributions received from REIT investments. The actual amounts of income, return of capital and capital gains are only determined by each REIT after its fiscal year-end and may differ from the estimated amount. Estimates of income are adjusted in the Funds to the actual amounts when the amounts are determined.

h. Repurchase Agreements

Each Fund may agree to purchase securities from financial institutions subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. It is the Fund’s policy that repurchase agreements are fully collateralized by U.S. Treasury and Government Agency securities. All collateral is held by the Fund’s custodian bank or a bank with which the custodian bank has entered into a subcustodian agreement, or is segregated in the Federal Reserve Book Entry System. In connection with transactions in repurchase agreements, if the seller defaults and the value of the collateral declines, or if the seller enters an insolvency proceeding, realization of the collateral by the Fund may be delayed or limited.

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i. Short Sales

A short sale is a transaction in which a Fund sells a security it does not own. The Fund’s obligation to replace the security borrowed and sold short will be fully collateralized at all times by cash equivalents deposited in an account with the Fund’s custodian. If the price of the security sold short increases between the time of the short sale and the time the Fund replaces the borrowed security, the Fund will realize a loss; and if the price declines during the period, the Fund will realize a gain. Any realized gain will be decreased, and any realized loss increased, by the amount of transaction costs.

The Equity Funds may sell short exchange-listed equity futures contracts to reduce market exposure. The Date Target Funds, Asset Allocation Funds, Bond Funds and Small Cap Equity Fund may sell short U.S. Treasury securities and exchange-listed U.S. Treasury futures contracts to reduce market exposure. The Low-Duration Bond and Medium-Duration Bond Funds will occasionally enter into a short sale to initiate a dollar roll transaction. The Defensive Market Strategies Fund may establish short positions in stocks of companies with a market value of up to 30% of the Fund’s assets. The International Equity Fund may establish short positions in stocks of foreign companies with a market value of up to 5% of the Fund’s assets.

At December 31, 2012, the value of securities sold short in the Defensive Market Strategies and International Equity Fund amounted to $47,420,021 and $80,191,700, respectively.

j. Derivative Financial Instruments

The Funds may engage in various portfolio strategies to seek to increase its return by hedging its portfolio against adverse movements in the equity, debt and currency markets. Losses may arise due to changes in the value of the contract if the counterparty does not perform under the contract. The Funds, in their normal course of business, may enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Funds’ exposure may include future claims that may be made against the Funds that have not yet occurred.

Financial Futures Contracts — The Funds (except the Money Market Fund) may purchase or sell financial futures contracts and the options on such futures contracts for the purpose of hedging risk on existing securities, demonstrating purchase of securities or gaining market exposure on cash balances. Financial futures contracts are contracts for the delivery of securities at a specified future date at an agreed upon price or yield. Upon entering into a contract, the Funds deposit and maintain as collateral such initial margin as required by the exchange on which the transaction is effected.

Pursuant to the contract, the Funds agree to pay to or receive from the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such payments or receipts are known as variation margin and are recorded by the Funds as unrealized gains or losses until the contract is closed or settled.

Risks of entering into futures contracts include the possibility that there will be an imperfect price correlation between the futures and the underlying securities. Second, it is possible that a lack of liquidity for futures contracts could exist in the secondary market, resulting in an inability to close a futures position prior to its maturity date. Third, the purchase of a futures contract involves the risk that a Fund could lose more than the original margin deposit required to initiate a futures transaction. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed on the Statements of Assets and Liabilities.

Foreign Currency Options and Futures — The Bond Funds, Defensive Market Strategies Fund, Small Cap Equity Fund and International Equity Fund may also enter into futures contracts on foreign currencies and related options on transactions as a short or long hedge against possible variations in foreign exchange rates.

Forward Foreign Exchange Contracts — Certain Funds may enter into forward foreign currency exchange contracts to hedge against adverse exchange rate fluctuation to the U.S. dollar or between different foreign currencies in connection with either specific security transactions or portfolio positions. Each contract is valued daily and the change in value is

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recorded as an unrealized gain or loss. When the contract is closed, a realized gain or loss is recorded equal to the difference between the opening value and the closing value of the contract. These contracts may involve market risk in excess of the unrealized gain or loss reflected on the Statements of Assets and Liabilities. The Funds could be exposed to risk if the counterparties to the contracts are unable to meet the terms of the contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

Options — Certain Funds are authorized to write and purchase put and call options. The risk in writing a call option is that the Funds give up the opportunity for profit if the market price of the security increases. The risk in writing a put option is that the Funds may incur a loss if the market price of the security decreases and the option is exercised. The risk in purchasing an option is that the Funds pay a premium whether or not the option is exercised. The Funds also have the additional risk of being unable to enter into a closing transaction at an acceptable price if a liquid secondary market does not exist. The Funds also may write over-the-counter options where completing the obligation depends upon the credit standing of the other party and that party’s ability to perform. Option contracts also involve the risk that they may not work as intended due to unanticipated developments in market conditions or other causes.

Options purchased are recorded as an asset, and written options are recorded as liabilities to the extent of premiums paid or received. Each Fund will realize a gain or loss when the option transaction expires or closes. When an option is exercised, the proceeds on sales for a written call option, the purchase cost for a written put option or the cost of a security for a purchased put or call option is adjusted by the amount of the premium received or paid.

When a Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. These liabilities are reflected as written options outstanding on the Statements of Assets and Liabilities.

Certain Funds may write swaption contracts to manage exposure to fluctuations in interest rates and to enhance portfolio yield. Swaption contracts written by the Funds represent an option that gives the purchaser the right, but not the obligation, to enter into a previously agreed upon swap contract on a future date. If a written call swaption is exercised, the writer will enter a swap and is obligated to pay the fixed-rate and receive a floating rate in exchange. If a written put swaption is exercised, the writer will enter a swap and is obligated to pay the floating rate and receive a fixed rate in exchange. Swaptions are marked-to-market daily based upon quotations from market makers. When a Fund writes a swaption, the premium received is recorded as a liability and is subsequently adjusted to the current market value of the swaption. Entering into a swaption contract involves, to varying degrees, the elements of credit, market and interest rate risk in excess of the associated option and swap contract amounts reported in the Statement of Assets and Liabilities. The Funds bear the market risk arising from any change in index values or interest rates.

Swap Agreements — Each Select Fund, except the Money Market Fund, may enter into swap agreements. The Equity Funds may enter into equity swap contracts and the Bond Funds and the Small Cap Equity Fund may enter into interest rate and credit default swaps. The Bond Funds and International Equity Fund may enter into cross-currency swaps, and each Select Fund may enter into total return swaps.

Swap agreements are privately negotiated agreements between a Fund and a counterparty to exchange or swap investment cash flows, assets, foreign currencies or market-linked returns at specified, future intervals. A swap may be entered into in order to, among other things, change the maturity of a Fund’s portfolio, to protect a Fund’s value from changes in interest rates, to expose a Fund to a different security or market, or to help a Fund achieve a strategy relative to an index or other benchmark. By entering into a swap agreement, a Fund is exposed to the risk of unanticipated movements in interest rates or in the value of an underlying security or index (or the risk that the counterparty will not fulfill its obligation under the agreement). Credit default swaps involve the payment of amounts based on a specified rate multiplied by a notional

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amount as well as upon an event of default. In connection with these agreements, securities are set aside as collateral by the Fund’s custodian.

Swaps are marked-to-market daily based upon values from third party vendors or quotations from market makers to the extent available and the change in value, if any, is recorded as an unrealized gain or loss on the Statements of Assets and Liabilities. In the event that market quotations are not readily available or deemed reliable, certain swap agreements may be valued pursuant to guidelines established by the Board of Trustees. In the event that market quotes are not readily available and the swap cannot be valued pursuant to one of the valuation methods, the value of the swap will be determined in good faith by the Valuation Committee, generally based upon recommendations provided by the Fund’s sub-adviser. Payments received or made at the beginning of the measurement period are reflected as such on the Statements of Assets and Liabilities and represent payments made or received upon entering into the swap agreement to compensate for differences between the stated terms of the swap agreement and prevailing market conditions (credit spreads, currency exchange rates, interest rates, and other relevant factors). These upfront payments are recorded as realized gains or losses on the Statements of Operations upon termination or maturity of the swap. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss on the Statements of Operations. Net periodic payments received or paid by a Fund are included as part of realized gains or losses on the Statements of Operations.

Certain of the Fund’s derivative agreements contain provisions that require the Fund to maintain a predetermined level of net assets, and/or provide limits regarding the decline of the Fund’s NAV over one-month, three-month and 12-month periods. If a Fund were to violate such provisions, the counterparties to the derivative instruments could request immediate payment or demand immediate collateralization on derivative instruments in net liability positions. For the year ended December 31, 2012, all of the Funds maintained the required level of net assets and/or the NAV of the Fund did not decline below the limits set forth in the derivative agreements.

Entering into these agreements involves, to varying degrees, elements of credit, market and documentation risk in excess of the amounts recognized on the Statements of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of contractual terms in the agreements and that there may be unfavorable changes in interest rates.

Credit Default Swaps — Credit default swap agreements involve one party making a stream of payments (referred to as the buyer of protection) to another party (the seller of protection) in exchange for the right to receive a specified return in the event of a default or other credit event for the referenced entity, obligation or index. As a seller of protection on credit default swap agreements, a Fund will generally receive from the buyer of protection a fixed rate of income throughout the term of the swap provided that there is no credit event. As the seller, a Fund would effectively add leverage to its portfolio because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap.

Any upfront payments made or received upon entering a credit default swap contract are treated as part of the cost and are reflected as part of the unrealized gain (loss) on valuation. Upon termination of the swap contract, the amount included in the cost is reversed and becomes part of the swap’s realized gain (loss).

The sub-advisers monitor a variety of factors including cash flow assumptions, market activity, market sentiment and valuation as part of its ongoing process of assessing payment and performance risk. As payment and performance risk increases, the value of a credit default swap increases, resulting in recognition of unrealized gains for long positions and unrealized losses for short positions. Conversely, as payment and performance risk decreases, unrealized gains are recognized for short positions and unrealized losses are recognized for long positions. Any current or future declines in the

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fair value of the swap may be partially offset by upfront payments received by the Fund as a seller of protection if applicable. The change in value is recorded within unrealized appreciation (depreciation) until the occurrence of a credit event or the termination of the swap, at which time a realized gain (loss) is recorded.

If a Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, a Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation, other deliverable obligations 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. If a Fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, a 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, other deliverable obligations 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. Recovery values are assumed by market makers considering either industry standard recovery rates or entity specific factors and considerations until a credit event occurs. If a credit event has occurred, the recovery value is determined by a facilitated auction whereby a minimum number of allowable broker bids, together with a specified valuation method, are used to calculate the settlement value.

Credit default swap agreements on corporate issues or sovereign issues of an emerging country involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default or other credit event. If a credit event occurs and cash settlement is not elected, a variety of other deliverable obligations may be delivered in lieu of the specific referenced obligation. The ability to deliver other obligations may result in a cheapest-to-deliver option (the buyer of protection’s right to choose the deliverable obligation with the lowest value following a credit event). A Fund may use credit default swaps on corporate issues or sovereign issues of an emerging country to provide a measure of protection against defaults of the issuers (i.e., to reduce risk where a Fund owns or has exposure to the referenced obligation) or to take an active long or short position with respect to the likelihood of a particular issuer’s default.

Credit default swap agreements on asset-backed securities involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default or other credit event. Unlike credit default swaps on corporate issues or sovereign issues of an emerging country, deliverable obligations in most instances would be limited to the specific referenced obligation as performance for asset-backed securities can vary across deals. Prepayments, principal paydowns, and other write down or loss events on the underlying mortgage loans will reduce the outstanding principal balance of the referenced obligation. These reductions may be temporary or permanent as defined under the terms of the swap agreement and the notional amount for the swap agreement will be adjusted by corresponding amounts. A Fund may use credit default swaps on asset-backed securities to provide a measure of protection against defaults of the referenced obligation or to take an active long or short position with respect to the likelihood of a particular referenced obligation’s default.

Credit default swap agreements on credit indices involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising the credit index. A credit index is a list of a basket of credit instruments or exposures designed to be representative of some part of the credit market as a whole. These indices are made up of reference credits that are judged by a poll of dealers to be the most liquid entities in the credit default swap market based on the sector of the index. Components of the indices may include, but are not limited to, investment grade

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securities, high yield securities, asset-backed securities, emerging markets, and/or various credit ratings within each sector. Credit indices are traded using credit default swaps with standardized terms including a fixed spread and standard maturity dates. An index credit default swap references all the names in the index, and if there is a default, the credit event is settled based on that name’s weight in the index. The composition of the indices changes periodically, usually every six months, and for most indices, each name has an equal weight in the index. A Fund may use credit default swaps on credit indices to hedge a portfolio of credit default swaps or bonds with a credit default swap on indices which is less expensive than it would be to buy many credit default swaps to achieve a similar effect. Credit-default swaps on indices are benchmarks for protecting investors owning bonds against default, and traders use them to speculate on changes in credit quality.

Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on corporate issues or sovereign issues of an emerging country as of period end are disclosed in the footnotes to the Schedules of Investments and 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. For credit default swap agreements on asset-backed securities and credit indices, the quoted market prices and resulting values serve as the indicator of the current status of the payment/performance risk. Wider credit spreads and increasing market values, in absolute terms when compared to the notional amount of the swap, 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.

The maximum potential amount of future payments (undiscounted) that a Fund as a seller of protection could be required to make under a credit default swap agreement would be an amount equal to the notional amount of the agreement. These potential amounts would be partially offset by any recovery values of the respective referenced obligations, upfront payments received upon entering into the agreement, or net amounts received from the settlement of buy protection credit default swap agreements entered into by a Fund for the same referenced entity or entities.

Credit default swaps involve greater risks than if the Funds had invested in the referenced obligation directly. In addition to general market risks, credit default swaps are subject to liquidity risk and counterparty credit risk. The Funds enter into credit default swaps with counterparties meeting defined criteria for financial strength. A buyer also may lose its investment and recover nothing should a credit event not occur. If a credit event did occur, the value of the referenced obligation received by the seller, coupled with the periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value.

Exchange Traded Swap Agreements — Exchange traded swaps are either interest rate or credit default swap agreements brokered by the Chicago Mercantile Exchange (the “CME”) where the CME is the counterparty to both the buyer and seller of protection. Exchange traded swaps involve a lesser degree of risk because the CME, as counterparty, monitors risk factors for the involved parties. Exchange traded swaps are subject to general market risks and to liquidity risk. Pursuant to the agreement, the Funds agree to pay to or receive from the broker an amount of cash equal to the daily fluctuation in the value of the contract (the “Margin”) and daily interest on the margin. In the case of exchange traded interest rate swaps, the daily settlement also includes the daily portion of interest. Such payments are recorded by the Funds as unrealized gains or losses until the contract is closed or settled.

Exchange traded swaps require no payments at the beginning of the measurement period nor are there liquidation payments at the termination of the swap.

Cross-Currency Swap Agreements — Cross-currency swap agreements involve two parties exchanging two different currencies with an agreement to reverse the exchange at a later date at specified exchange rates. The exchange of

244

currencies at the inception date of the contract takes place at the current spot rate. The re-exchange at maturity may take place at the same exchange rate, a specified rate, or the then current spot rate. Interest payments, if applicable, are made between the parties based on interest rates available in the two currencies at the inception of the contract. The terms of cross-currency swap contracts may extend for many years. Cross-currency swaps are usually negotiated with commercial and investment banks. Some cross-currency swaps may not provide for exchanging principal cash flows but only for exchanging interest cash flows.

Interest Rate Swap Agreements — Interest rate swap agreements involve the exchange by a Fund with another party of their respective commitments to pay or receive interest with respect to the notional amount of principal. Certain forms of interest rate swap agreements may include: (i) interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or “cap”, (ii) interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or “floor”, (iii) interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels, (iv) callable interest rate swaps, under which the counterparty may terminate the swap transaction in whole at zero cost by a predetermined date and time prior to the maturity date, (v) spread locks, which allow the interest rate swap users to lock in the forward differential (or spread) between the interest rate swap rate and a specified benchmark, or (vi) basis swap, under which two parties can exchange variable interest rates based on different money markets.

Total Return Swap Agreements — Total return swap agreements on commodities involve commitments where exchanged cash flows are based on the price of a commodity and in return a Fund receives either fixed or determined by floating price or rate. One party would receive payments based on the market value of the commodity involved and pay a fixed amount. Total return swap agreements on indices involve commitments to pay interest in exchange for a market-linked return. One counterparty pays out the total return of a specific reference asset, which may be an equity, index, or bond, and in return receives a regular stream of payments. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, a Fund will receive a payment from or make a payment to the counterparty.

FASB “Derivatives and Hedging” includes required disclosure for (i) the nature and terms of the derivative, reasons for entering into the derivative, the events or circumstances that would require the seller to perform under the derivative, and the current status of the payment/performance risk of the derivative, (ii) the maximum potential amount of future payments (undiscounted) the seller could be required to make under the derivative, (iii) the fair value of the derivative, and (iv) the nature of any recourse provisions and assets held either as collateral or by third parties. FASB “Guarantees” require additional disclosures about the current status of the payment/performance risk of a guarantee. All of this information has been incorporated for the current period as part of the Schedules of Investments within the Swap agreements outstanding disclosure and in the Notes to Financial Statements.

As of December 31, 2012, the Low-Duration Bond Fund and the Medium-Duration Bond Fund are the buyers (“receiving protection”) on a total notional amount of $35,978,864 and $42,232,000, respectively, and the sellers (“providing protection”) on a total notional amount of $1,900,000 and $25,000,000, respectively. The notional amounts of the swaps are not recorded in the financial statements; however, the notional amount does approximate the maximum potential amount of future payments that the Funds could be required to make if the Funds were the seller of protection and a credit event was to occur. Those credit default swaps for which the Funds are providing protection at balance sheet date are summarized as follows:

245

Written Credit Derivative Contracts	Single Name Credit Default Swaps					Credit Default Swap Index
Reference Asset	Corporate Debt			Sovereign Debt		Asset-Backed Securities		Corporate Debt		Total
Low-Duration Bond Fund
Fair value of written credit derivatives	$	(13,544	)	$	—	$	—	$	—	$	(13,544	)
Maximum potential amount of future payments		1,900,000			—		—		—		1,900,000
Recourse provisions with third parties to recover any amounts paid under the credit derivative (including any purchased credit protection)		—			—		—		—		—
Collateral held by the Funds or other third parties which the Funds can obtain upon occurrence of triggering event		—			—		—		—		—
Medium-Duration Bond Fund
Fair value of written credit derivatives	$	220,460		$	6,892	$	147,775	$	—	$	375,127
Maximum potential amount of future payments		5,000,000			1,000,000		19,000,000		—		25,000,000
Recourse provisions with third parties to recover any amounts paid under the credit derivative (including any purchased credit protection)		—			—		—		—		—
Collateral held by the Funds or other third parties which the Funds can obtain upon occurrence of triggering event		—			—		—		—		—

The credit spread disclosed below for each referenced obligation where the Funds are the seller of protection is a representation of the current payment/performance risk of the swap.

	Maximum Potential Amount of Future Payments by Contract  Term
Current credit spread on underlying (in basis points)	0-6 Months		6-12 Months		1-5 Years		5-10 Years		More Than 10 Years		Total
Low-Duration Bond Fund
0 - 100	$	—	$	700,000	$	—	$	—	$	—	$	700,000
101 - 250		—		—		1,200,000		—		—		1,200,000
251 - 500		—		—		—		—		—		—
501 - 1,000		—		—		—		—		—		—
Greater than 1,000		—		—		—		—		—		—
Total	$	—	$	700,000	$	1,200,000	$	—	$	—	$	1,900,000
Medium-Duration Bond Fund
0 - 100	$	—	$	900,000	$	20,000,000	$	—	$	—	$	20,900,000
101 - 250		—		—		4,100,000		—		—		4,100,000
251 - 500		—		—		—		—		—		—
501 - 1,000		—		—		—		—		—		—
Greater than 1,000		—		—		—		—		—		—
Total	$	—	$	900,000	$	24,100,000	$	—	$	—	$	25,000,000

246

Derivative Holdings Categorized by Risk Exposure

FASB “Derivatives and Hedging” also requires all companies to disclose information intended to enable financial statement users to understand how and why the entity uses derivative instruments, how derivatives are accounted for, and how derivative instruments affect the entity’s financial position, results of operations, and cash flows.

	Location on the Statements of Assets and Liabilities
Derivative Type	Asset Derivatives	Liability Derivatives
Interest rate contracts	Investments in securities of unaffiliated issuers, at value	Options written at value
	Receivables: Variation margin*	Payables: Variation margin*
	Unrealized appreciation on swap agreements	Unrealized depreciation on swap agreements
Foreign exchange contracts	Investments in securities of unaffiliated issuers, at value	Options written at value
	Receivables: Variation margin*	Payables: Variation margin*
	Unrealized appreciation on foreign currency exchange contracts	Unrealized depreciation on foreign currency exchange contracts
Credit contracts	Unrealized appreciation on swap agreements	Unrealized depreciation on swap agreements
Equity contracts	Investments in securities of unaffiliated issuers, at value	Options written at value
	Receivables: Variation margin*	Payables: Variation margin*

^*The variation margin shown on the Statements of Assets and Liabilities is the daily change in the unrealized appreciation (depreciation) for open futures and exchange traded swap contracts. The variation margin presented below is the cumulative change in unrealized appreciation (depreciation) from the date the contract was opened until December 31, 2012.

	Asset Derivative Value
Fund	Total  Value at 12/31/12			Interest Rate Contracts				Foreign Exchange Contracts			Credit Contracts			Equity Contracts
MyDestination 2005 Futures		$	6,912		$	688			$	—		$	—		$	6,224
MyDestination 2015 Futures		$	16,379		$	(7,274	)		$	—		$	—		$	23,653
MyDestination 2025 Futures		$	27,352		$	(4,109	)		$	—		$	—		$	31,461
MyDestination 2035 Futures		$	19,438		$	(2,164	)		$	—		$	—		$	21,602
MyDestination 2045 Futures		$	14,538		$	(578	)		$	—		$	—		$	15,116
Conservative Allocation Futures		$	11,733		$	281			$	—		$	—		$	11,452
Balanced Allocation Futures		$	70,305		$	(37,310	)		$	—		$	—		$	107,615
Growth Allocation Futures		$	102,530		$	(16,442	)		$	—		$	—		$	118,972
Aggressive Allocation Futures		$	102,325		$	—			$	—		$	—		$	102,325
Conservative Allocation I Futures		$	1,455		$	65			$	—		$	—		$	1,390
Balanced Allocation I Futures		$	13,670		$	(4,303	)		$	—		$	—		$	17,973

247

	Asset Derivative Value
Fund	Total Value at 12/31/12				Interest Rate Contracts				Foreign Exchange Contracts			Credit Contracts			Equity Contracts
Growth Allocation I Futures		$	20,636			$	(2,773	)		$	—		$	—		$	23,409
Aggressive Allocation I Futures		$	17,731			$	—			$	—		$	—		$	17,731
Low-Duration Bond Forwards		$	325,179			$	—			$	325,179		$	—		$	—
Futures			23,922				23,922				—			—			—
Purchased Options			143,757				143,757				—			—			—
Swaps			2,530,446				1,367,235				—			1,163,211			—
Totals		$	3,023,304			$	1,534,914			$	325,179		$	1,163,211		$	—
Medium-Duration Bond Forwards		$	677,386			$	—			$	677,386		$	—		$	—
Futures			(233,888	)			(233,888	)			—			—			—
Purchased Options			195,600				195,600				—			—			—
Swaps			3,967,359				3,445,066				—			522,293			—
Totals		$	4,606,457			$	3,406,778			$	677,386		$	522,293		$	—
Inflation Protected Bond Futures		$	(79,817	)		$	(79,817	)		$	—		$	—		$	—
Global Bond Fund
Forwards		$	189,231			$	—			$	189,231		$	—		$	—
Purchased Options			251,360				—				251,360			—			—
Total		$	440,591			$	—			$	440,591		$	—		$	—
Defensive Market Strategies Forwards		$	22,106			$	—			$	22,106		$	—		$	—
Futures			106,850				—				—			—			106,850
Purchased Options			11,115				—				—			—			11,115
Total		$	140,071			$	—			$	22,106		$	—		$	117,965
Equity Index
Futures		$	36,495			$	—			$	—		$	—		$	36,495
Real Estate Securities
Futures		$	90,761			$	—			$	—		$	—		$	90,761
Value Equity
Futures		$	105,463			$	—			$	—		$	—		$	105,463
Growth Equity Fund
Futures		$	166,024			$	—			$	—		$	—		$	166,024
Small Cap Equity Forwards		$	36,471			$	—			$	36,471		$	—		$	—
Futures			1,083,362				(905	)			—			—			1,084,267
Purchased Options			7,203				7,203				—			—
Total		$	1,127,036			$	6,298			$	36,471		$	—		$	1,084,267

248

	Asset Derivative Value
Fund	Total Value at 12/31/12				Interest Rate Contracts				Foreign Exchange Contracts				Credit Contracts			Equity Contracts
International Equity Forwards		$	5,064,210			$	—			$	5,064,210			$	—		$	—
Futures			2,142,852				—				(233,840	)			—			2,376,692
Total		$	7,207,062			$	—			$	4,830,370			$	—		$	2,376,692
	Liability Derivative Value
Fund	Total Value at 12/31/12				Interest Rate Contracts				Foreign Exchange Contracts				Credit Contracts			Equity Contracts
Low-Duration Bond Forwards		$	1,882,225			$	—			$	1,882,225			$	—		$	—
Futures			(88,042	)			(88,042	)			—				—			—
Written Options			473,915				473,915				—				—			—
Swaps			196,163				42,949				—				153,214			—
Totals		$	2,464,261			$	428,822			$	1,882,225			$	153,214		$	—
Medium-Duration Bond Forwards		$	2,223,195			$	—			$	2,223,195			$	—		$	—
Futures			(280,231	)			(280,231	)			—				—			—
Written Options			567,726				567,726				—				—			—
Swaps			756,063				238,962				—				517,101			—
Totals		$	3,266,753			$	526,457			$	2,223,195			$	517,101		$	—
Inflation Protected Bond Futures		$	(202,063	)		$	(202,063	)		$	—			$	—		$	—
Global Bond
Forwards		$	1,395,343			$	—			$	1,395,343			$	—		$	—
Futures			(74,491	)			(74,491	)			—				—			—
Totals		$	1,320,852			$	(74,491	)		$	1,395,343			$	—		$	—
Defensive Market Strategies Forwards		$	6,086			$	—			$	6,086			$	—		$	—
Totals		$	6,086			$	—			$	6,086			$	—		$	—
Small Cap Equity Forwards		$	58,167			$	—			$	58,167			$	—		$	—
Futures			(99,898	)			(99,898	)			—				—			—
Written Options			4,406				4,406				—				—			—
Totals		$	(37,325	)		$	(95,492	)		$	58,167			$	—		$	—
International Equity Forwards		$	1,167,388			$	—			$	1,167,388			$	—		$	—
Futures			709,703				—				—				—			709,703
Totals		$	1,877,091			$	—			$	1,167,388			$	—		$	709,703

249

Derivative Type	Location on the Statements of Operations
Interest rate contracts	Net realized gain (loss) from: Futures transactions
	Net realized gain (loss) from: Swap agreements
	Net realized gain (loss) from: Option contracts written
	Net realized gain (loss) from: Option contracts purchased
	Net change in unrealized appreciation (depreciation) on: Futures
	Net change in unrealized appreciation (depreciation) on: Swap agreements
	Net change in unrealized appreciation (depreciation) on: Option contracts written
	Net change in unrealized appreciation (depreciation) on: Option contracts purchased
Foreign exchange contracts	Net realized gain (loss) from: Foreign currency transactions
	Net realized gain (loss) from: Option contracts written
	Net realized gain (loss) from: Option contracts purchased
	Net realized gain (loss) from: Futures transactions
	Net change in unrealized appreciation (depreciation) on: Foreign currency translations
	Net change in unrealized appreciation (depreciation) on: Option contracts purchased
	Net change in unrealized appreciation (depreciation) on: Option contracts written
	Net change in unrealized appreciation (depreciation) on: Futures
Credit contracts	Net realized gain (loss) from: Swap agreements
	Net change in unrealized appreciation (depreciation) on: Swap agreements
Equity contracts	Net realized gain (loss) from: Futures transactions
	Net realized gain (loss) from: Option contracts written
	Net realized gain (loss) from: Option contracts purchased
	Net change in unrealized appreciation (depreciation) on: Futures
	Net change in unrealized appreciation (depreciation) on: Option contracts written
	Net change in unrealized appreciation (depreciation) on: Option contracts purchased

	Realized Gain (Loss) on Derivatives Recognized in Income
	Total Value at 12/31/12			Interest Rate Contracts			Foreign Exchange Contracts			Credit Contracts			Equity Contracts
MyDestination 2005 Futures		$	88,115		$	12,917		$	—		$	—		$	75,198
MyDestination 2015 Futures		$	563,792		$	78,671		$	—		$	—		$	485,121
MyDestination 2025 Futures		$	589,298		$	70,676		$	—		$	—		$	518,622
MyDestination 2035 Futures		$	517,261		$	18,123		$	—		$	—		$	499,138
MyDestination 2045 Futures		$	348,975		$	5,042		$	—		$	—		$	343,933
Conservative Allocation Futures		$	191,591		$	1,779		$	—		$	—		$	189,812
Balanced Allocation Futures		$	2,557,985		$	365,559		$	—		$	—		$	2,192,426
Growth Allocation Futures		$	2,577,050		$	116,850		$	—		$	—		$	2,460,200
Aggressive Allocation Futures		$	2,731,782		$	—		$	—		$	—		$	2,731,782

250

	Realized Gain (Loss) on Derivatives Recognized in Income
	Total Value at 12/31/12				Interest Rate Contracts				Foreign Exchange Contracts				Credit Contracts				Equity Contracts
Conservative Allocation I Futures		$	39,169			$	253			$	—			$	—			$	38,916
Balanced Allocation I Futures		$	657,790			$	62,275			$	—			$	—			$	595,515
Growth Allocation I Futures		$	521,779			$	22,702			$	—			$	—			$	499,077
Aggressive Allocation I Futures		$	419,325			$	—			$	—			$	—			$	419,325
Low-Duration Bond Forwards		$	1,193,851			$	—			$	1,193,851			$	—			$	—
Futures			(397,974	)			(397,974	)			—				—				—
Purchased Options			(88,529	)			4,959				(93,488	)			—				—
Swaps			233,263				332,226				—				(98,963	)			—
Written Options			103,021				42,365				60,656				—				—
Totals		$	1,043,632			$	(18,424	)		$	1,161,019			$	(98,963	)		$	—
Medium-Duration Bond Forwards		$	(474,090	)		$	—			$	(474,090	)		$	—			$	—
Futures			62,384				62,384				—				—				—
Purchased Options			(230,457	)			(230,457	)			—				—				—
Swaps			706,268				778,888				—				(72,620	)			—
Written Options			290,292				290,292				—				—				—
Totals		$	354,397			$	901,107			$	(474,090	)		$	(72,620	)		$	—
Inflation Protected Bond Futures		$	230,578			$	230,578			$	—			$	—			$	—
Global Bond
Forwards		$	850,291			$	—			$	850,291			$	—			$	—
Futures			(195,251	)			(195,251	)			—				—				—
Purchased Options			(688	)			(21,398	)			20,710				—				—
Total		$	654,352			$	(216,649	)		$	871,001			$	—			$	—
Defensive Market Strategies Forwards		$	(53,416	)		$	—			$	(53,416	)		$	—			$	—
Futures			1,475,895				—				—				—				1,475,895
Purchased Options			(233,287	)			—				—				—				(233,287	)
Written Options			57,049				—				—				—				57,049
Total		$	1,246,241			$	—			$	(53,416	)		$	—			$	1,299,657
Equity Index Futures		$	1,812,985			$	—			$	—			$	—			$	1,812,985
Real Estate Securities Futures		$	945,201			$	—			$	—			$	—			$	945,201
Value Equity Futures		$	3,722,834			$	—			$	—			$	—			$	3,722,834
Growth Equity Futures		$	9,606,985			$	—			$	—			$	—			$	9,606,985

251

	Realized Gain (Loss) on Derivatives Recognized in Income
	Total Value at 12/31/12				Interest Rate Contracts				Foreign Exchange Contracts			Credit Contracts			Equity Contracts
Small Cap Equity Forwards		$	110,374			$	—			$	110,374		$	—		$	—
Futures			8,533,418				(579,664	)			—			—			9,113,082
Purchased Options			(48,153	)			(48,153	)			—			—			—
Written Options			74,243				74,243				—			—			—
Total		$	8,669,882			$	(553,574	)		$	110,374		$	—		$	9,113,082
International Equity Forwards		$	6,318,718			$	—			$	6,318,718		$	—		$	—
Futures			9,533,447				—				1,533,570			—			7,999,877
Total		$	15,852,165			$	—			$	7,852,288		$	—		$	7,999,877
	Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
	Total Value at 12/31/12				Interest Rate Contracts				Foreign Exchange Contracts			Credit Contracts			Equity Contracts
MyDestination 2005 Futures		$	1,885			$	(1,765	)		$	—		$	—		$	3,650
MyDestination 2015 Futures		$	(11,188	)		$	(22,775	)		$	—		$	—		$	11,587
MyDestination 2025 Futures		$	(17,159	)		$	(13,860	)		$	—		$	—		$	(3,299	)
MyDestination 2035 Futures		$	(6,765	)		$	(4,117	)		$	—		$	—		$	(2,648	)
MyDestination 2045 Futures		$	1,817			$	(1,062	)		$	—		$	—		$	2,879
Conservative Allocation Futures		$	248			$	(1,970	)		$	—		$	—		$	2,218
Balanced Allocation Futures		$	(138,861	)		$	(92,208	)		$	—		$	—		$	(46,653	)
Growth Allocation Futures		$	(175,018	)		$	(29,892	)		$	—		$	—		$	(145,126	)
Aggressive Allocation Futures		$	(286,794	)		$	—			$	—		$	—		$	(286,794	)
Conservative Allocation I Futures		$	(2,742	)		$	440			$	—		$	—		$	(3,182	)
Balanced Allocation I Futures		$	(96,690	)		$	(2,287	)		$	—		$	—		$	(94,403	)
Growth Allocation I Futures		$	(74,714	)		$	(1,820	)		$	—		$	—		$	(72,894	)
Aggressive Allocation I Futures		$	(61,412	)		$	—			$	—		$	—		$	(61,412	)

252

	Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
	Total Value at 12/31/12				Interest Rate Contracts				Foreign Exchange Contracts				Credit Contracts				Equity Contracts
Low-Duration Bond Forwards		$	(2,474,560	)		$	—			$	(2,474,560	)		$	—			$	—
Futures			71,844				71,844				—				—				—
Purchased Options			(7,689	)			(7,689	)			—				—				—
Swaps			(566,573	)			603,887				—				(1,170,460	)			—
Written Options			79,735				79,735				—				—				—
Totals		$	(2,897,243	)		$	747,777			$	(2,474,560	)		$	(1,170,460	)		$	—
Medium-Duration Bond Forwards		$	(1,006,315	)		$	—			$	(1,006,315	)		$	—			$	—
Futures			(111,957	)			(111,957	)			—				—				—
Purchased Options			(34,152	)			(34,152	)			—				—				—
Swaps			1,391,357				1,506,975				—				(115,618	)			—
Written Options			86,340				86,340				—				—				—
Totals		$	325,273			$	1,447,206			$	(1,006,315	)		$	(115,618	)		$	—
Inflation Protected Bond
Futures		$	160,016			$	160,016			$	—			$	—			$	—
Global Bond Forwards		$	(2,010,489	)		$	—			$	(2,010,489	)		$	—			$	—
Futures			65,464				65,464				—				—				—
Purchased Options			163,111				—				163,111				—				—
Total		$	(1,781,914	)		$	65,464			$	(1,847,378	)		$	—			$	—
Defensive Market Strategies Forwards		$	(1,875	)		$	—			$	(1,875	)		$	—			$	—
Futures			(6,617	)			—				—				—				(6,617	)
Purchased Options			4,578				—				—				—				4,578
Written Options			(3,192	)			—				—				—				(3,192	)
Total		$	(7,106	)		$	—			$	(1,875	)		$	—			$	(5,231	)
Equity Index
Futures		$	(218,063	)		$	—			$	—			$	—			$	(218,063	)
Real Estate Securities
Futures		$	37,141			$	—			$	—			$	—			$	37,141
Value Equity
Futures		$	(608,223	)		$	—			$	—			$	—			$	(608,223	)
Growth Equity
Futures		$	(588,060	)		$	—			$	—			$	—			$	(588,060	)
Small Cap Equity Forwards		$	(115,466	)		$	—			$	(115,466	)		$	—			$	—
Futures			12,383				71,142				—				—				(58,759	)
Purchased Options			(10,514	)			(10,514	)			—				—				—
Written Options			7,090				7,090				—				—				—
Total		$	(106,507	)		$	67,718			$	(115,466	)		$	—			$	(58,759	)
International Equity Forwards		$	3,435,683			$	—			$	3,435,683			$	—			$	—
Futures			245,641				—				(683,719	)			—				929,360
Total		$	3,681,324			$	—			$	2,751,964			$	—			$	929,360

253

Volume of Derivative Transactions

The table below summarizes the average balance of derivative holdings by fund during the year ended December 31, 2012. The average balance of derivatives held is indicative of the trading volume of each Fund.

	Long Derivative Volume
	Forward Foreign Currency Contracts (Average Cost)			Futures Contracts (Average Notional Value)			Purchased Option Contracts (Average Notional Cost)			Swap Contracts (Average Notional Amount)
MyDestination 2005		$	—		$	1,409,822		$	—		$	—
MyDestination 2015			—			5,008,548			—			—
MyDestination 2025			—			5,427,954			—			—
MyDestination 2035			—			3,431,864			—			—
MyDestination 2045			—			2,367,071			—			—
Conservative Allocation			—			4,452,883			—			—
Balanced Allocation			—			24,031,897			—			—
Growth Allocation			—			17,185,453			—			—
Aggressive Allocation			—			15,537,242			—			—
Conservative Allocation I			—			1,046,202			—			—
Balanced Allocation I			—			5,598,281			—			—
Growth Allocation I			—			3,639,886			—			—
Aggressive Allocation I			—			2,450,284			—			—
Low-Duration Bond			25,309,394			98,317,820			115,406			62,098,604
Medium-Duration Bond			41,265,104			90,011,286			150,183			164,094,450
Inflation Protected Bond			—			21,887,535			—			—
Global Bond			36,288,149			1,845,318			51,671			—
Defensive Market Strategies			729,450			13,273,161			51,049			—
Equity Index			—			11,495,006			—			—
Real Estate Securities			—			5,414,814			—			—
Value Equity			—			24,911,888			—			—
Growth Equity			—			84,187,780			—			—
Small Cap Equity			564,568			61,898,057			24,628			—
International Equity			213,616,900			170,211,951			—			—
	Short Derivative Volume
	Forward Foreign Currency Contracts (Average Cost)			Futures Contracts (Average Notional Value)			Written Option Contracts (Average Notional Cost)			Swap Contracts (Average Notional Amount)
Low-Duration Bond		$	76,981,602			$40,668,831		$	403,836			$15,725,000
Medium-Duration Bond			85,525,988			83,531,266			535,639			89,949,300
Inflation Protected Bond			—			17,745,649			—			—
Global Bond			37,314,822			7,608,383			—			—
Defensive Market Strategies			5,532,312			—			16,769			—
Small Cap Equity			2,001,830			26,384,969			20,996			—
International Equity			226,268,781			38,024,550			—			—

k. Dividends and Distributions to Shareholders

Dividends from net investment income for the Money Market Fund are declared daily and paid monthly. Dividends from net investment income for the Bond Funds are declared and paid monthly. Dividends from net investment income, if any, for the Defensive Market Strategies Fund, Equity Index Fund, Real Estate Securities Fund, Value Equity Fund and Growth Equity Fund are declared and paid semi-annually. Dividends from net investment income, if any, for the Small Cap Equity Fund, International

254

Equity Fund, the Asset Allocation Funds and the Date Target Funds are declared and paid annually. Net realized capital gains, if any, will be distributed at least annually by each of the Funds. Dividends and distributions to shareholders are recorded on the ex-dividend date.

l. Expenses

Expenses arising in connection with a Fund are charged directly to that Fund. Expenses common to all Funds are generally allocated to each Fund in proportion to their relative net assets. Each Class of shares bears its pro-rata portion of expenses attributable to its Class, except that each Class separately bears expenses related specifically to that Class, such as shareholder reporting, registration, transfer agent, shareholder servicing and distribution fees.

m. Security Transactions, Income and Realized Gains and Losses

Security transactions are accounted for on the date securities are purchased or sold (the trade date). Dividend income is recognized on the ex-dividend date, except certain dividends from foreign securities where the ex-date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Interest income is accrued daily, including the amortization of market premium and the accretion of market discount. Realized gains and losses from security transactions are on an identified cost basis.

3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

a. Investment Advisory Fees

Pursuant to a separate investment advisory agreement, GuideStone Capital Management (“GSCM” or “Adviser”) acts as the Adviser to the Funds. As Adviser, it supervises the investments of the Funds and for such services is paid a fee. GSCM and the Trust have entered into sub-advisory agreements with various sub-advisers to manage each Select Fund’s investments. Under the general supervision of GSCM, the sub-advisers make the day-to-day investment decisions for the Select Funds, and for such services, each sub-adviser receives a fee from the Funds.

The advisory fees paid to GSCM and aggregate sub-advisory fees paid to the sub-advisers are computed daily based upon the net assets of each Fund. The actual advisory fees accrued and the sub-advisory fees accrued during the year ended December 31, 2012, based upon average daily net assets, were as follows:

Fund	Advisory Fees	Sub-Adviser Fees
MyDestination 2005	0.10%	0.00%
MyDestination 2015	0.10%	0.00%
MyDestination 2025	0.10%	0.00%
MyDestination 2035	0.10%	0.00%
MyDestination 2045	0.10%	0.00%
MyDestination 2055	0.10%	0.00%
Conservative Allocation	0.10%	0.00%
Balanced Allocation	0.10%	0.00%
Growth Allocation	0.10%	0.00%
Aggressive Allocation	0.10%	0.00%
Conservative Allocation I	0.10%	0.00%
Balanced Allocation I	0.10%	0.00%
Growth Allocation I	0.10%	0.00%
Aggressive Allocation I	0.10%	0.00%
Money Market	0.09%	0.07%
Low-Duration Bond	0.13%	0.21%
Medium-Duration Bond	0.21%	0.21%

255

Fund	Advisory Fees	Sub-Adviser Fees
Extended-Duration Bond	0.25%	0.22%
Inflation Protected Bond	0.20%	0.12%
Global Bond	0.21%	0.26%
Defensive Market Strategies	0.37%	0.49%
Equity Index	0.13%	0.03%
Real Estate Securities	0.28%	0.42%
Value Equity	0.40%	0.24%
Growth Equity	0.45%	0.40%
Small Cap Equity	0.27%	0.65%
International Equity	0.47%	0.48%

For the year ended December 31, 2012, advisory fees and waivers for each Fund were as follows:

	Gross Advisory Fee			Waiver/ Reimbursements				Net Advisory Fee (Reimbursement)
MyDestination 2005		$	72,824		$	(48,296	)		$	24,528
MyDestination 2015			320,573			—				320,573
MyDestination 2025			329,954			—				329,954
MyDestination 2035			162,068			26,917				188,985
MyDestination 2045			112,274			(15,118	)			97,156
MyDestination 2055			4,535			(95,601	)			(91,066	)
Conservative Allocation			307,693			(119,266	)			188,427
Balanced Allocation			1,165,414			(117,270	)			1,048,144
Growth Allocation			832,805			(104,633	)			728,172
Aggressive Allocation			716,703			(97,258	)			619,445
Conservative Allocation I			78,464			(42,753	)			35,711
Balanced Allocation I			331,854			—				331,854
Growth Allocation I			209,359			2,458				211,817
Aggressive Allocation I			137,803			(17,895	)			119,908
Money Market(1)			1,166,443			—				1,166,443
Low-Duration Bond			1,020,463			(620,273	)			400,190
Medium-Duration Bond			1,908,010			(904,834	)			1,003,176
Extended-Duration Bond			1,110,858			(109,541	)			1,001,317
Inflation Protected Bond			357,405			(26,120	)			331,285
Global Bond			413,407			(61,681	)			351,726
Defensive Market Strategies			1,335,946			(236,093	)			1,099,853
Equity Index			319,203			(237,787	)			81,416
Real Estate Securities			489,152			(12,368	)			476,784
Value Equity			4,536,710			(53,834	)			4,482,876
Growth Equity(1)			5,488,188			(672,416	)			4,815,772
Small Cap Equity			1,193,115			(228,435	)			964,680
International Equity			6,018,441			(2,281,757	)			3,736,684

⁽¹⁾ The Statement of Operations “Expenses waived/reimbursed net of amount recaptured” for the Money Market Fund and the Growth Equity Fund include a shareholder servicing fee waiver and other waivers, respectively, in addition to the advisory fee waiver.

b. Shareholder Servicing Fees

The Board of Trustees has adopted a Shareholder Service Plan for the GS4 Class of each Select Fund. Under this Plan, the GS4 Class of each Select Fund is authorized to pay fees to parties that provide services for and maintain shareholder accounts. The GS4 Class of each Select Fund is authorized to pay service fees of 0.24% of average daily net assets.

The Board of Trustees voluntarily agreed to waive shareholder servicing fees and/or reimburse expenses for the GS4 Class of the Money Market Fund to the extent necessary to maintain a minimum daily net yield of at least 0.01%. This voluntary shareholder servicing fee waiver and expense reimbursement may be changed or terminated by the Board of Trustees at any time.

256

c. Expense Limitation

GSCM has agreed, through April 30, 2013, to waive fees and reimburse expenses of the GS2 Class and GS4 Class of each Fund (excluding interest, taxes, brokerage commissions, dividend expense on securities sold short and extraordinary expenses) which exceed, in the aggregate, the annual percentage rate of each Class’s average daily net assets as follows:

Fund	GS2 Class	GS4 Class
MyDestination 2005	N/A	0.20%
MyDestination 2015	N/A	0.20%
MyDestination 2025	N/A	0.20%
MyDestination 2035	N/A	0.20%
MyDestination 2045	N/A	0.20%
MyDestination 2055	N/A	0.20%
Conservative Allocation	N/A	0.12%
Balanced Allocation	N/A	0.12%
Growth Allocation	N/A	0.12%
Aggressive Allocation	N/A	0.12%
Conservative Allocation I	0.15%	N/A
Balanced Allocation I	0.15%	N/A
Growth Allocation I	0.15%	N/A
Aggressive Allocation I	0.15%	N/A
Money Market	0.20%	0.39%
Low-Duration Bond	0.36%	0.57%
Medium-Duration Bond	0.48%	0.63%
Extended-Duration Bond	0.63%	0.75%
Inflation Protected Bond	N/A	0.67%
Global Bond	N/A	1.02%
Defensive Market Strategies	0.99%	1.25%
Equity Index	0.23%	0.38%
Real Estate Securities	N/A	1.29%
Value Equity	0.74%	0.94%
Growth Equity	0.88%	1.06%
Small Cap Equity	1.12%	1.21%
International Equity(1)	0.96%	1.20%

⁽¹⁾  Expense limitation for the period May 1, 2012 to December 31, 2012. For the period January 1, 2012 to April 30, 2012, the expense limitation was 0.94% for GS2 Class and 1.18% for GS4 Class.

Each Fund in turn agrees to reimburse GSCM for any operating expenses in excess of the expense limitation paid, waived or assumed by GSCM for that Fund during the limitation period, provided GSCM would not be entitled to reimbursement for any amount that would cause operating expenses to exceed the expense limitation during the year in which the reimbursement would be made, and provided further that no amount will be reimbursed by the Fund more than three years after the year in which it was incurred or waived by GSCM.

At December 31, 2012, the amounts subject to possible future reimbursement under the expense limitation agreement are as follows:

GS2 Class

GS4 Class

2010

2011

2012

2010

2011

2012

MyDestination 2005

N/A

N/A

N/A

$

37,982

$

91,223

$

48,296

MyDestination 2015

N/A

N/A

N/A

N/A

N/A

N/A

MyDestination 2025

N/A

N/A

N/A

N/A

N/A

N/A

MyDestination 2035

N/A

N/A

N/A

29,344

40,727

N/A

MyDestination 2045

N/A

N/A

N/A

53,661

74,220

15,118

MyDestination 2055

N/A

N/A

N/A

N/A

N/A

95,601

257

	GS2 Class											GS4 Class
	2010			2011			2012			2010			2011			2012
Conservative Allocation			N/A			N/A			N/A		$	85,986		$	148,927		$	119,266
Balanced Allocation			N/A			N/A			N/A			44,858			157,363			117,270
Growth Allocation			N/A			N/A			N/A			65,662			133,967			104,633
Aggressive Allocation			N/A			N/A			N/A			59,666			129,580			97,258
Conservative Allocation I		$	33,009		$	66,248		$	42,753			N/A			N/A			N/A
Balanced Allocation I			N/A			N/A			N/A			N/A			N/A			N/A
Growth Allocation I			N/A			N/A			N/A			N/A			N/A			N/A
Aggressive Allocation I			7,100			38,072			17,895			N/A			N/A			N/A
Money Market			N/A			N/A			N/A			N/A			N/A			N/A
Low-Duration Bond			55,742			59,610			53,538			468,377			501,417			493,263
Medium-Duration Bond			962			34,814			12,070			799,436			701,423			679,378
Extended-Duration Bond			N/A			N/A			N/A			108,124			141,631			82,647
Inflation Protected Bond			N/A			N/A			N/A			N/A			N/A			N/A
Global Bond			N/A			N/A			N/A			N/A			N/A			N/A
Defensive Market Strategies			N/A			8,654			46,439			N/A			20,289			133,940
Equity Index			N/A			963			1,408			128,840			240,739			210,543
Real Estate Securities			N/A			N/A			N/A			N/A			N/A			N/A
Value Equity			N/A			N/A			N/A			159,664			28,595			N/A
Growth Equity			N/A			N/A			N/A			1,049,330			775,619			544,115
Small Cap Equity			N/A			N/A			N/A			188,066			232,755			186,783
International Equity			483,790			494,427			388,370			2,260,849			2,083,992			1,703,913

During the year ended December 31, 2012, GSCM recaptured the following amounts:

	GS2 Class		GS4 Class
MyDestination 2035		N/A	$	26,917
Growth Allocation I	$	2,458		N/A
Growth Equity		4,179		N/A

d.Brokerage Service Arrangements

The Adviser directs the sub-advisers to place a certain percentage of security trades (if feasible) with designated brokers who have agreed to pay certain custody, transfer agency or other operating expenses through the use of Brokerage Service Arrangements on behalf of the Funds shown below.

	Expenses Paid
	Through Brokerage
Fund	Service Arrangements
Value Equity		$75,329
Growth Equity		62,169
Small Cap Equity		94,590
International Equity		41,960

e. Administrator,Transfer Agent and Distributor

For its services as Administrator, BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) is entitled to receive fees, computed daily and paid monthly, based upon the average daily net assets of each Fund. The fees, excluding out of pocket expenses, currently range between 0.004% and 0.02% of average daily net assets. For its services as Transfer Agent, BNY Mellon receives a fee based mainly upon the number of accounts serviced. Certain minimum fees and transaction charges may apply. For the year ended December 31, 2012, BNY Mellon received $3,645,172 in aggregate fees and expenses for services rendered under the various agreements described above.

258

Certain employees of BNY Mellon are officers of the Funds. BNY Mellon serves as Administrator and Transfer Agent of the Funds.

BNY Mellon Distributors, Inc. serves as the Underwriter and does not receive any fees in its capacity as Underwriter from GuideStone Funds. The fees are paid by GSCM.

f. Investments in Affiliates

The Date Target and Asset Allocation Funds do not invest in the underlying Select Funds for the purpose of exercising management or control; however, investments made by each Date Target and Asset Allocation Fund within each of its principal investment strategies may represent a significant portion of an underlying Select Fund’s net assets. At December 31, 2012, the Date Target and Asset Allocation Funds were the owner of record of the following approximate percentages of the total outstanding shares of the underlying Select Funds as detailed below:

Fund	Low- Duration Bond			Medium- Duration Bond			Extended- Duration Bond			Inflation Protected Bond			Global Bond			Defensive Market Strategies			Real Estate Securities			Value Equity			Growth Equity			Small Cap Equity			International Equity
MyDestination 2005		2.61	%		1.15	%		—			5.89	%		—			2.59	%		0.89	%		0.39	%		0.39	%		0.28	%		0.44	%
MyDestination 2015		3.52			3.79			2.02	%		22.09			6.07	%		16.98			9.92			2.43			2.37			1.83			2.79
MyDestination 2025		1.00			2.84			3.64			5.40			10.28			15.48			12.63			3.77			3.81			3.25			4.38
MyDestination 2035		—			0.44			0.79			—			5.52			—			6.79			2.99			3.02			2.94			3.48
MyDestination 2045		—			—			0.21			—			2.85			—			6.25			2.22			2.26			2.36			2.61
MyDestination 2055		—			—			—			—			0.13			—			0.32			0.10			0.11			0.11			0.12
Conservative Allocation		21.51			—			—			23.71			—			6.01			—			1.24			1.25			0.80			1.38
Balanced Allocation		19.33			22.03			15.79			—			25.28			28.99			—			10.32			10.32			6.78			11.23
Growth Allocation		6.67			7.66			5.51			—			8.88			—			—			13.45			13.44			8.77			14.89
Aggressive Allocation		—			—			—			—			—			—			—			13.93			14.04			8.88			19.09
Conservative Allocation I		8.43			—			—			5.99			—			1.52			—			0.63			0.53			0.31			0.46
Balanced Allocation I		8.62			12.70			13.25			—			7.26			8.33			—			6.00			4.93			3.02			4.24
Growth Allocation I		2.63			3.92			4.10			—			2.26			—			—			6.93			5.69			3.47			4.98
Aggressive Allocation I		—			—			—			—			—			—			—			5.56			4.60			2.72			4.94

A summary of the Fund of Fund’s total long-term and short-term purchases and sales of the shares of the underlying Select Funds during the year ended December 31, 2012 is as follows:

	Total Value at 12/31/11		Total Value at 12/31/12		Purchases		Sales Proceeds		Dividend Income		Distributions of Realized Gains
MyDestination 2005
Money Market	$	1,386,612	$	1,736,846	$	22,980,796	$	22,630,563	$	146	$	39
Low-Duration Bond		16,235,367		23,178,698		7,153,552		664,500		292,679		38,684
Medium-Duration Bond		11,308,110		12,957,406		2,143,375		1,008,500		220,515		174,599
Inflation Protected Bond		9,377,236		11,644,573		3,089,365		884,000		191,578		363,413
Global Bond		52,899		—		233		55,583		233		—
Defensive Market Strategies		9,038,741		10,365,666		1,369,497		387,840		141,267		301,240
Real Estate Securities		1,702,039		1,696,755		237,150		492,000		23,270		—
Value Equity		4,541,842		5,379,933		797,491		684,500		69,991		—
Growth Equity		4,431,783		5,320,915		1,206,207		715,500		6,034		378,674
Small Cap Equity		1,126,770		1,348,977		312,948		199,500		7,950		62,498
International Equity		5,341,531		6,685,711		1,383,936		960,300		96,236		—
	$	64,542,930	$	80,315,480	$	40,674,550	$	28,682,786	$	1,049,899	$	1,319,147

259

	Total Value at 12/31/11		Total Value at 12/31/12		Purchases		Sales Proceeds		Dividend Income		Distributions of Realized Gains
MyDestination 2015
Money Market	$	4,844,410	$	4,696,654	$	53,264,884	$	53,412,641	$	536	$	127
Low-Duration Bond		21,071,512		31,307,086		9,861,084		240,000		394,466		52,748
Medium-Duration Bond		32,459,757		42,710,156		8,854,980		175,000		697,910		570,590
Extended-Duration Bond		11,127,277		12,871,681		1,020,549		275,000		406,848		285,201
Inflation Protected Bond		31,725,979		43,670,168		14,138,980		2,362,000		699,263		1,351,777
Global Bond		11,504,217		14,129,910		2,068,021		265,000		696,021		—
Defensive Market Strategies		52,836,889		67,882,208		13,095,229		—		916,489		1,968,810
Real Estate Securities		15,453,303		18,965,722		3,166,274		2,053,000		252,274		—
Value Equity		27,702,598		33,221,896		1,585,133		500,000		425,133		—
Growth Equity		26,610,921		32,049,744		3,602,229		500,000		36,342		2,280,886
Small Cap Equity		7,117,321		8,829,041		1,043,583		—		52,030		409,053
International Equity		31,421,274		42,074,716		6,344,285		1,177,000		605,635		—
	$	273,875,458	$	352,408,982	$	118,045,231	$	60,959,641	$	5,182,947	$	6,919,192
MyDestination 2025
Money Market	$	4,563,617	$	5,298,470	$	61,684,277	$	60,949,424	$	552	$	145
Low-Duration Bond		3,907,553		8,894,556		4,847,495		—		91,758		13,205
Medium-Duration Bond		22,775,602		32,007,365		9,350,170		1,233,500		501,049		425,121
Extended-Duration Bond		18,932,605		23,160,943		4,734,337		2,280,000		718,455		512,882
Inflation Protected Bond		5,127,095		10,683,899		5,787,878		219,435		144,393		306,485
Global Bond		18,375,272		23,945,093		4,492,721		275,000		1,150,371		—
Defensive Market Strategies		42,253,683		61,891,535		18,162,012		—		809,379		1,783,103
Real Estate Securities		18,463,641		24,153,755		4,618,489		1,830,000		315,489		—
Value Equity		41,020,132		51,673,128		3,990,454		—		640,454		—
Growth Equity		39,763,711		51,546,186		8,441,841		—		58,450		3,668,391
Small Cap Equity		12,987,798		15,649,935		1,463,293		—		92,226		725,068
International Equity		49,595,383		66,113,612		8,584,757		475,000		951,657		—
	$	277,766,092	$	375,018,477	$	136,157,724	$	67,262,359	$	5,474,233	$	7,434,400
MyDestination 2035
Money Market	$	3,087,962	$	3,762,803	$	33,463,926	$	32,789,085	$	351	$	104
Medium-Duration Bond		2,765,813		4,998,964		2,079,998		—		71,552		63,447
Extended-Duration Bond		2,903,731		5,012,252		1,927,628		130,000		134,377		104,751
Global Bond		8,136,904		12,856,753		4,317,853		260,000		574,173		—
Real Estate Securities		9,369,933		12,984,905		3,300,878		1,200,000		167,603		—
Value Equity		29,263,689		40,888,978		6,730,057		—		488,232		—
Growth Equity		28,653,926		40,865,787		9,969,274		—		46,339		2,879,855
Small Cap Equity		10,461,907		14,154,286		2,726,185		—		83,412		655,773
International Equity		36,407,178		52,506,416		9,656,779		—		755,791		—
	$	131,051,043	$	188,031,144	$	74,172,578	$	34,379,085	$	2,321,830	$	3,703,930

260

	Total Value at 12/31/11		Total Value at 12/31/12		Purchases		Sales Proceeds		Dividend Income		Distributions of Realized Gains
MyDestination 2045
Money Market	$	2,134,540	$	3,135,660	$	24,466,896	$	23,465,776	$	244	$	72
Extended-Duration Bond		823,344		1,326,683		457,062		43,500		37,831		28,631
Global Bond		4,414,133		6,632,689		2,002,800		125,000		297,300		—
Real Estate Securities		7,964,747		11,954,159		3,481,359		818,000		151,859		—
Value Equity		20,375,280		30,426,322		6,540,895		—		347,345		—
Growth Equity		20,022,846		30,523,562		9,049,082		35,500		34,612		2,150,940
Small Cap Equity		7,707,387		11,391,795		3,010,919		19,500		67,132		527,786
International Equity		26,136,474		39,397,456		8,829,709		370,000		567,098		—
	$	89,578,751	$	134,788,326	$	57,838,722	$	24,877,276	$	1,503,421	$	2,707,429
MyDestination 2055
Money Market	$	—	$	140,843	$	6,151,680	$	6,010,837	$	15	$	3
Global Bond		—		307,765		338,737		43,500		12,087		—
Real Estate Securities		—		619,147		631,049		66,500		7,599		—
Value Equity		—		1,424,338		1,486,236		183,500		14,736		—
Growth Equity		—		1,423,806		1,592,474		188,500		1,614		99,459
Small Cap Equity		—		540,926		593,020		71,500		3,188		24,733
International Equity		—		1,840,197		1,956,138		283,500		26,488		—
	$	—	$	6,297,022	$	12,749,334	$	6,847,837	$	65,727	$	124,195
Conservative Allocation
Money Market	$	6,146,479	$	5,925,474	$	37,072,635	$	37,293,639	$	502	$	100
Low-Duration Bond		171,140,785		191,140,214		16,794,296		1,050,000		2,660,154		345,532
Inflation Protected Bond		42,477,796		46,875,888		4,681,885		590,000		794,047		1,493,838
Defensive Market Strategies		21,686,756		24,043,313		2,138,174		625,000		329,575		699,599
Value Equity		15,809,176		16,962,524		814,685		2,100,000		222,685		—
Growth Equity		15,024,688		16,930,172		2,158,068		1,650,000		19,198		1,204,871
Small Cap Equity		3,594,583		3,856,292		678,389		800,000		22,725		178,663
International Equity		17,324,412		20,907,918		2,113,954		1,450,000		300,954		—
	$	293,204,675	$	326,641,795	$	66,452,086	$	45,558,639	$	4,349,840	$	3,922,603
Balanced Allocation
Money Market	$	27,644,304	$	25,212,869	$	59,225,329	$	61,656,764	$	2,713	$	654
Low-Duration Bond		158,119,436		171,847,392		11,559,898		1,750,000		2,444,218		315,680
Medium-Duration Bond		224,775,387		248,047,517		15,946,595		2,700,000		4,287,018		3,359,577
Extended-Duration Bond		91,687,129		100,515,605		10,804,248		10,220,000		3,265,565		2,236,682
Global Bond		52,881,287		58,885,101		3,718,644		1,350,000		3,018,644		—
Defensive Market Strategies		108,238,087		115,930,568		4,988,945		1,500,000		1,607,354		3,381,592
Value Equity		130,871,501		141,390,538		3,343,806		12,800,000		1,893,806		—
Growth Equity		126,729,193		139,533,578		12,088,417		10,850,000		158,223		9,930,195
Small Cap Equity		29,331,011		32,695,791		1,707,487		1,000,000		192,678		1,514,808
International Equity		146,063,033		169,629,188		6,491,688		6,000,000		2,441,688		—
	$	1,096,340,368	$	1,203,688,147	$	129,875,057	$	109,826,764	$	19,311,907	$	20,739,188

261

	Total Value at 12/31/11		Total Value at 12/31/12		Purchases		Sales Proceeds		Dividend Income		Distributions of Realized Gains
Growth Allocation
Money Market	$	19,900,650	$	18,606,768	$	56,516,742	$	57,810,624	$	1,804	$	—
Low-Duration Bond		56,051,733		59,249,861		3,221,839		1,400,000		860,945		110,893
Medium-Duration Bond		79,774,068		86,256,786		6,706,962		3,850,000		1,532,235		1,174,727
Extended-Duration Bond		31,171,733		35,063,972		5,149,009		4,075,000		1,120,764		778,244
Global Bond		18,983,314		20,678,872		1,064,752		650,000		1,064,752		—
Value Equity		173,231,995		184,200,559		2,481,612		17,550,000		2,481,612		488
Growth Equity		167,612,841		181,742,369		13,140,155		14,225,000		206,085		12,934,070
Small Cap Equity		39,738,385		42,282,215		2,653,123		3,750,000		249,171		1,958,951
International Equity		195,689,851		224,959,845		8,688,132		10,150,000		3,238,132		—
	$	782,154,570	$	853,041,247	$	99,622,326	$	113,460,624	$	10,755,500	$	16,957,373
Aggressive Allocation
Money Market	$	16,535,540	$	14,287,922	$	55,005,339	$	57,252,957	$	1,510	$	—
Value Equity		197,124,381		190,846,412		2,784,140		38,506,000		2,784,140		409
Growth Equity		192,888,334		189,842,940		13,725,834		35,628,000		215,271		13,510,564
Small Cap Equity		44,228,930		42,824,378		2,726,436		8,257,000		252,366		1,984,070
International Equity		225,653,215		288,345,749		39,048,526		11,774,000		4,150,526		—
	$	676,430,400	$	726,147,401	$	113,290,275	$	151,417,957	$	7,403,813	$	15,495,043
Conservative Allocation I
Money Market	$	859,133	$	1,257,792	$	13,318,152	$	12,919,493	$	1,130	$	54
Low-Duration Bond		43,559,455		48,270,806		6,717,376		2,630,000		1,185,602		136,333
Inflation Protected Bond		10,807,705		11,841,975		1,897,039		944,000		202,716		381,323
Defensive Market Strategies		5,515,960		6,076,033		819,713		476,000		97,847		177,866
Value Equity		4,017,696		4,287,962		517,992		795,000		133,992		—
Growth Equity		3,819,314		4,277,949		942,504		646,000		21,655		484,849
Small Cap Equity		911,766		974,717		242,034		247,500		11,895		68,140
International Equity		4,406,763		5,286,140		844,895		672,000		114,895		—
	$	73,897,792	$	82,273,374	$	25,299,705	$	19,329,993	$	1,769,732	$	1,248,565
Balanced Allocation I
Money Market	$	7,010,111	$	6,348,888	$	24,380,700	$	25,041,923	$	6,164	$	142
Low-Duration Bond		44,791,872		49,353,157		4,789,317		868,000		1,219,684		139,633
Medium-Duration Bond		63,623,363		71,271,324		8,361,095		1,400,000		2,615,918		1,904,145
Extended-Duration Bond		25,954,308		28,885,176		6,444,323		3,023,000		2,716,130		1,784,193
Global Bond		14,982,036		16,910,122		1,476,015		584,000		864,015		—
Defensive Market Strategies		30,655,348		33,335,730		2,315,774		857,000		537,641		970,133
Value Equity		37,077,070		40,609,639		2,559,911		4,078,000		1,279,911		—
Growth Equity		35,923,504		40,072,993		6,028,333		3,395,000		201,474		4,510,859
Small Cap Equity		8,320,866		9,389,671		1,000,589		425,000		114,229		654,360
International Equity		41,343,318		48,756,549		3,408,111		2,364,000		1,052,111		—
	$	309,681,796	$	344,933,249	$	60,764,168	$	42,035,923	$	10,607,277	$	9,963,465

262

	Total Value at 12/31/11		Total Value at 12/31/12		Purchases		Sales Proceeds		Dividend Income		Distributions of Realized Gains
Growth Allocation I
Money Market	$	3,847,733	$	3,753,596	$	17,898,238	$	17,992,375	$	3,706	$	95
Low-Duration Bond		14,239,026		15,083,811		1,476,158		832,000		376,992		43,166
Medium-Duration Bond		20,245,166		21,982,444		3,091,328		1,586,000		822,263		591,066
Extended-Duration Bond		7,916,608		8,929,444		2,393,470		1,222,000		822,921		551,548
Global Bond		4,821,627		5,267,041		420,333		301,000		268,333		—
Value Equity		44,000,680		46,889,255		2,161,011		5,155,000		1,472,990		—
Growth Equity		42,565,649		46,283,021		6,345,427		4,414,000		232,695		5,236,731
Small Cap Equity		10,088,993		10,770,610		1,207,157		1,154,000		131,028		754,129
International Equity		49,669,938		57,287,210		4,130,193		4,158,000		1,236,193		—
	$	197,395,420	$	216,246,432	$	39,123,315	$	36,814,375	$	5,367,121	$	7,176,735
Aggressive Allocation I
Money Market	$	2,463,786	$	2,213,460	$	13,106,720	$	13,357,046	$	2,318	$	63
Value Equity		37,889,295		37,636,761		1,593,998		6,906,000		1,260,998		—
Growth Equity		37,068,247		37,455,347		5,376,514		6,927,000		188,313		4,216,201
Small Cap Equity		8,495,806		8,456,203		1,063,180		1,660,000		102,873		589,308
International Equity		43,344,744		56,916,582		9,773,196		2,816,000		1,228,080		—
	$	129,261,878	$	142,678,353	$	30,913,608	$	31,666,046	$	2,782,582	$	4,805,572

4. SECURITIES LENDING

Through an agreement with The Northern Trust Company (“Northern Trust”) (the Funds’ custodian) the Select Funds may lend portfolio securities to certain brokers, dealers and other financial institutions that pay the Select Funds a negotiated fee. The Select Funds receive cash or U.S. government securities as collateral against the loaned securities in an amount at least equal to the market value of the loaned securities. The Funds continue to own the loaned securities and the securities remain in the investment portfolio. However, in the event of default or bankruptcy by the other party to the agreement, realization and/or retention of the collateral may be subject to legal proceedings. Cash collateral has been invested in a short-term money market fund of Northern Trust, an affiliate of the Funds, which invests in securities that satisfy the quality requirements of Rule 2a-7 and have short maturities. At December 31, 2012, the market values of loaned securities and collateral received were as follows:

Fund	Value of Securities Loaned		Value of Cash Collateral		Value of Non-cash Collateral		Total Value of Collateral
Low-Duration Bond	$	36,327,987	$	37,397,181	$	—	$	37,397,181
Medium-Duration Bond		50,308,882		51,587,361		—		51,587,361
Extended-Duration Bond		33,706,223		34,681,684		—		34,681,684
Global Bond		35,007,811		36,111,093		—		36,111,093
Defensive Market Strategies		57,437,969		58,145,020		93,232		58,238,252
Equity Index		19,449,940		19,621,368		13,595		19,634,963
Real Estate Securities		35,673,196		36,159,270		—		36,159,270
Value Equity		82,970,907		83,136,798		—		83,136,798
Growth Equity		103,969,297		104,150,787		343,224		104,494,011
Small Cap Equity		134,571,282		134,832,566		509,536		135,342,102
International Equity		116,486,260		108,425,281		12,692,376		121,117,657

263

5. INVESTMENT TRANSACTIONS

For the year ended December 31, 2012, the cost of purchases and proceeds from sales and maturities for each Fund were as follows:

	Cost of Purchases and Proceeds from Sales and Maturities of Long-Term Securities (other than U.S. Government Obligations)						Cost of Purchases and Proceeds from Sales and Maturities of Long-Term U.S. Government Obligations
	Purchases			Sale and Maturity Proceeds			Purchases			Sale and Maturity Proceeds
MyDestination 2005		$	15,324,894		$	6,052,223		$	—		$	—
MyDestination 2015			52,678,870			7,547,000			—			—
MyDestination 2025			61,565,512			6,312,935			—			—
MyDestination 2035			34,683,348			1,590,000			—			—
MyDestination 2045			29,161,291			1,411,500			—			—
MyDestination 2055			6,407,750			837,000			—			—
Conservative Allocation			21,107,580			8,265,000			—			—
Balanced Allocation			30,602,000			48,170,000			—			—
Growth Allocation			15,395,000			55,650,000			—			—
Aggressive Allocation			35,388,000			94,165,000			—			—
Conservative Allocation I			8,964,000			6,410,500			—			—
Balanced Allocation I			15,819,000			16,994,000			—			—
Growth Allocation I			8,685,000			18,822,000			—			—
Aggressive Allocation I			10,221,000			18,309,000			—			—
Low-Duration Bond			1,244,572,228			1,277,106,670			429,934,384			352,855,117
Medium-Duration Bond			4,584,665,476			4,791,876,187			517,475,111			492,380,255
Extended-Duration Bond			75,056,116			108,674,984			39,249,122			11,450,802
Inflation Protected Bond			—			—			173,149,690			157,149,009
Global Bond			139,310,100			107,177,377			19,355,066			4,220,520
Defensive Market Strategies			1,131,861,746			1,085,758,116			—			—
Equity Index			13,039,002			8,045,425			—			—
Real Estate Securities			181,010,012			161,530,764			—			—
Value Equity			296,082,871			352,773,836			—			—
Growth Equity			780,404,320			835,340,590			—			—
Small Cap Equity			519,474,881			542,378,041			23,849,808			21,897,804
International Equity			743,400,432			686,262,902			—			—

Financial Futures Contracts

Investments as of December 31, 2012, included cash and securities that were valued and pledged as collateral to cover initial margin deposits. The market value of the open futures contracts is as follows:

Fund/Future Type	Expiration Date	Open Long (Short) Contracts	Notional Market Value of Contracts			Counter- party	Net Unrealized Appreciation (Depreciation) on Futures
MyDestination 2005 Fund
MSCI EAFE Index E-Mini	03/2013	2		$	162,030	GSC		$	1,662
MSCI Emerging Markets E-Mini	03/2013	1			53,675	GSC			1,180
S&P 500® E-Mini	03/2013	7			497,035	GSC			3,382
5-Year U.S. Treasury Note	03/2013	8			995,312	GSC			688
				$	1,708,052			$	6,912

264

Fund/Future Type	Expiration Date	Open Long (Short) Contracts	Notional Market Value of Contracts			Counter- party	Net Unrealized Appreciation (Depreciation) on Futures
MyDestination 2015 Fund
MSCI EAFE Index E-Mini	03/2013	9		$	729,135	GSC		$	7,479
MSCI Emerging Markets E-Mini	03/2013	5			268,375	GSC			6,591
S&P 500® E-Mini	03/2013	24			1,704,120	GSC			9,583
10-Year U.S. Treasury Note	03/2013	13			1,726,156	GSC			(7,274	)
				$	4,427,786			$	16,379
MyDestination 2025 Fund
MSCI EAFE Index E-Mini	03/2013	13		$	1,053,195	GSC		$	10,365
MSCI Emerging Markets E-Mini	03/2013	8			429,400	GSC			10,114
S&P 500® E-Mini	03/2013	38			2,698,190	GSC			10,982
10-Year U.S. Treasury Note	03/2013	12			1,593,375	GSC			(4,109	)
				$	5,774,160			$	27,352
MyDestination 2035 Fund
MSCI EAFE Index E-Mini	03/2013	10		$	810,150	GSC		$	6,668
MSCI Emerging Markets E-Mini	03/2013	6			322,050	GSC			7,082
S&P 500® E-Mini	03/2013	30			2,130,150	GSC			7,852
10-Year U.S. Treasury Note	03/2013	4			531,125	GSC			(2,164	)
				$	3,793,475			$	19,438
MyDestination 2045 Fund
MSCI EAFE Index E-Mini	03/2013	9		$	729,135	GSC		$	7,479
MSCI Emerging Markets E-Mini	03/2013	4			214,700	GSC			4,721
S&P 500® E-Mini	03/2013	28			1,988,140	GSC			2,916
10-Year U.S. Treasury Note	03/2013	2			265,563	GSC			(578	)
				$	3,197,538			$	14,538
Conservative Allocation Fund
MSCI EAFE Index E-Mini	03/2013	4		$	324,060	GSC		$	2,630
MSCI Emerging Markets E-Mini	03/2013	2			107,350	GSC			2,361
S&P 500® E-Mini	03/2013	14			994,070	GSC			6,461
2-Year U.S. Treasury Note	03/2013	18			3,968,438	GSC			281
				$	5,393,918			$	11,733
Balanced Allocation Fund
MSCI EAFE Index E-Mini	03/2013	42		$	3,402,630	GSC		$	34,901
MSCI Emerging Markets E-Mini	03/2013	20			1,073,500	GSC			23,606
S&P 500® E-Mini	03/2013	123			8,733,615	GSC			49,108
10-Year U.S. Treasury Note	03/2013	12			1,593,375	GSC			(4,852	)
Long U.S. Treasury Bond	03/2013	17			2,507,500	GSC			(30,818	)
5-Year U.S. Treasury Note	03/2013	48			5,971,875	GSC			(1,640	)
				$	23,282,495			$	70,305
Growth Allocation Fund
MSCI EAFE Index E-Mini	03/2013	48		$	3,888,720	GSC		$	39,887
MSCI Emerging Markets E-Mini	03/2013	21			1,127,175	GSC			24,787
S&P 500® E-Mini	03/2013	136			9,656,680	GSC			54,298
10-Year U.S. Treasury Note	03/2013	4			531,125	GSC			(1,094	)
Long U.S. Treasury Bond	03/2013	7			1,032,500	GSC			(13,528	)
5-Year U.S. Treasury Note	03/2013	17			2,115,039	GSC			(1,820	)
				$	18,351,239			$	102,530

265

Fund/Future Type	Expiration Date	Open Long (Short) Contracts	Notional Market Value of Contracts				Counter- party	Net Unrealized Appreciation (Depreciation) on Futures
Aggressive Allocation Fund
MSCI EAFE Index E-Mini	03/2013	56		$	4,536,840		GSC		$	39,485
MSCI Emerging Markets E-Mini	03/2013	30			1,610,250		GSC			34,698
S&P 500® E-Mini	03/2013	128			9,088,640		GSC			28,142
				$	15,235,730				$	102,325
Conservative Allocation Fund I
MSCI EAFE Index E-Mini	03/2013	1		$	81,015		GSC		$	831
S&P 500® E-Mini	03/2013	3			213,015		GSC			559
2-Year U.S. Treasury Note	03/2013	4			881,875		GSC			65
				$	1,175,905				$	1,455
Balanced Allocation Fund I
MSCI EAFE Index E-Mini	03/2013	10		$	810,150		GSC		$	8,310
MSCI Emerging Markets E-Mini	03/2013	5			268,375		GSC			5,901
S&P 500® E-Mini	03/2013	30			2,130,150		GSC			3,762
10-Year U.S. Treasury Note	03/2013	3			398,344		GSC			(820	)
Long U.S. Treasury Bond	03/2013	5			737,500		GSC			(3,483	)
5-Year U.S. Treasury Note	03/2013	11			1,368,554		GSC			—
				$	5,713,073				$	13,670
Growth Allocation Fund I
MSCI EAFE Index E-Mini	03/2013	10		$	810,150		GSC		$	8,310
MSCI Emerging Markets E-Mini	03/2013	4			214,700		GSC			4,721
S&P 500® E-Mini	03/2013	26			1,846,130		GSC			10,378
10-Year U.S. Treasury Note	03/2013	1			132,781		GSC			(274	)
Long U.S. Treasury Bond	03/2013	1			147,500		GSC			(1,773	)
5-Year U.S. Treasury Note	03/2013	4			497,656		GSC			(726	)
				$	3,648,917				$	20,636
Aggressive Allocation Fund I
MSCI EAFE Index E-Mini	03/2013	9		$	729,135		GSC		$	6,394
MSCI Emerging Markets E-Mini	03/2013	5			268,375		GSC			6,621
S&P 500® E-Mini	03/2013	19			1,349,095		GSC			4,716
				$	2,346,605				$	17,731
Low-Duration Bond Fund
Euro-OAT	03/2013	(9)		$	(1,617,529	)	GSC		$	(10,108	)
10-Year Japanese Bond	03/2013	(5)			(8,290,529	)	GSC			59,956
5-Year Interest Rate Swaps	03/2013	(34)			(3,415,938	)	CITI			(9,082	)
90-Day Euro	03/2013	3			747,750		CITI			1,829
10-Year U.S. Treasury Note	03/2013	(2)			(265,563	)	GSC			723
10-Year U.S. Treasury Note	03/2013	(4)			(531,125	)	BAR			4,243
10-Year U.S. Treasury Note	03/2013	(8)			(1,062,250	)	UBS			4,334
10-Year U.S. Treasury Note	03/2013	(9)			(1,195,031	)	CS			2,378
10-Year U.S. Treasury Note	03/2013	(21)			(2,788,406	)	CITI			5,882
2-Year U.S. Treasury Note	03/2013	201			44,314,219		UBS			(1,163	)
2-Year U.S. Treasury Note	03/2013	74			16,314,688		CS			4,774
2-Year U.S. Treasury Note	03/2013	6			1,322,812		CITI			722
5-Year U.S. Treasury Note	03/2013	(4)			(497,656	)	BAR			1,400
5-Year U.S. Treasury Note	03/2013	(10)			(1,244,141	)	JPM			3,501
5-Year U.S. Treasury Note	03/2013	(54)			(6,718,359	)	GSC			(7,271	)
5-Year U.S. Treasury Note	03/2013	(95)			(11,819,336	)	CITI			8,237

266

Fund/Future Type	Expiration Date	Open Long (Short) Contracts			Notional Market Value of  Contracts				Counter- party		Net Unrealized Appreciation (Depreciation) on Futures
5-Year U.S. Treasury Note	03/2013		(189	)		$	(23,514,258	)		CS		$	28,642
90-Day Euro	06/2013		4				996,750			CITI			12,376
90-Day Euro	09/2013		2				498,275			CITI			1,244
90-Day Euro	12/2013		2				498,125			CITI			1,320
90-Day Euro	06/2014		(1	)			(248,875	)		CITI			(2,203	)
90-Day Euro	09/2014		(1	)			(248,750	)		CITI			(2,590	)
90-Day Euro	12/2014		1				248,600			CITI			1,285
90-Day Euro	03/2015		1				248,450			CITI			1,535
						$	1,731,923					$	111,964
Medium-Duration Bond Fund
Euro-OAT	03/2013		(11	)		$	(1,976,980	)		BAR		$	3,049
10-Year U.S. Treasury Note	03/2013		(14	)			(1,858,938	)		MSCS			4,329
10-Year U.S. Treasury Note	03/2013		(14	)			(1,858,938	)		BAR			1,486
10-Year U.S. Treasury Note	03/2013		(154	)			(20,448,312	)		GSC			91,062
10-Year U.S. Treasury Note	03/2013		(178	)			(23,635,062	)		CITI			46,883
Long U.S. Treasury Bond	03/2013		(18	)			(2,655,000	)		BAR			21,598
Long U.S. Treasury Bond	03/2013		(24	)			(3,540,000	)		GSC			57,274
Long U.S. Treasury Bond	03/2013		(46	)			(6,785,000	)		CITI			45,386
Ultra Long U.S. Treasury Bond	03/2013		91				14,796,031			CITI			(224,794	)
Ultra Long U.S. Treasury Bond	03/2013		5				812,969			GSC			(17,141	)
2-Year U.S. Treasury Note	03/2013		178				39,243,438			CITI			(44	)
2-Year U.S. Treasury Note	03/2013		(8	)			(1,763,750	)		MSCS			(901	)
5-Year U.S. Treasury Note	03/2013		484				60,216,406			CITI			2,659
5-Year U.S. Treasury Note	03/2013		(1	)			(124,414	)		BAR			12
5-Year U.S. Treasury Note	03/2013		(50	)			(6,220,703	)		GSC			369
5-Year U.S. Treasury Note	03/2013		(61	)			(7,589,258	)		BAR			18,110
5-Year U.S. Treasury Note	03/2013		(64	)			(7,962,500	)		MLCS			(8,208	)
90-Day Euro	06/2014		94				23,394,250			GSC			5,432
90-Day Euro	06/2015		(94	)			(23,337,850	)		GSC			(218	)
						$	28,706,389					$	46,343
Inflation Protected Bond Fund
10-Year U.S. Treasury Note	03/2013		176			$	23,369,500			UBS		$	(66,171	)
Long U.S. Treasury Bond	03/2013		(57	)			(8,407,500	)		UBS			107,024
Ultra Long U.S. Treasury Bond	03/2013		(40	)			(6,503,750	)		UBS			97,433
2-Year U.S. Treasury Note	03/2013		(21	)			(4,629,844	)		UBS			(2,394	)
5-Year U.S. Treasury Note	03/2013		43				5,349,805			UBS			(13,646	)
						$	9,178,211					$	122,246
Global Bond Fund
10-Year U.S. Treasury Note	03/2013		(12	)		$	(1,593,375	)		MSCS		$	5,133
10-Year U.S. Treasury Note	03/2013		(24	)			(3,186,750	)		BAR			9,266
10-Year U.S. Treasury Note	03/2013		(27	)			(3,585,094	)		GSC			15,803
Long U.S. Treasury Bond	03/2013		(3	)			(442,500	)		GSC			5,310
Long U.S. Treasury Bond	03/2013		(7	)			(1,032,500	)		BAR			8,399
Ultra Long U.S. Treasury Bond	03/2013		(10	)			(1,625,937	)		MSCS			29,499
5-Year U.S. Treasury Note	03/2013		(4	)			(497,656	)		BAR			1,081
						$	(11,963,812	)				$	74,491

267

Fund/Future Type	Expiration Date	Open Long (Short) Contracts			Notional Market Value of Contracts				Counter- party	Net Unrealized Appreciation (Depreciation) on Futures
Defensive Market Strategies Fund
S&P 500® E-Mini	03/2013		250			$	17,751,250		GSC		$	106,850
Equity Index Fund
S&P 500®	03/2013		10			$	3,550,250		GSC		$	2,558
S&P 500® E-Mini	03/2013		85				6,035,425		GSC			33,937
						$	9,585,675				$	36,495
Real Estate Securities Fund
S&P 500® MidCap 400	03/2013		54			$	5,497,740		GSC		$	90,761
Value Equity Fund
S&P 500® E-Mini	03/2013		298			$	21,159,490		GSC		$	105,463
Growth Equity Fund
S&P 500® E-Mini	03/2013		699			$	49,632,495		GSC		$	166,024
Small Cap Equity Fund
Russell 2000® IMM-Mini	03/2013		711			$	60,193,260		GSC		$	1,084,267
90-Day Euro	03/2013		(11	)			(2,741,750	)	GSC			(673	)
10-Year U.S. Treasury Note	03/2013		(94	)			(12,481,437	)	GSC			63,492
Long U.S. Treasury Bond	03/2013		(2	)			(295,000	)	GSC			2,994
Ultra Long U.S. Treasury Bond	03/2013		(13	)			(2,113,719	)	GSC			38,958
2-Year U.S. Treasury Note	03/2013		(49	)			(10,802,969	)	GSC			(4,847	)
5-Year U.S. Treasury Note	03/2013		14				1,741,797		GSC			(905	)
90-Day Euro	12/2013		(8	)			(1,992,500	)	GSC			(26	)
						$	31,507,682				$	1,183,260
International Equity Fund
AEX Index	01/2013		45			$	4,075,898		BAR		$	(7,693	)
CAC40 Index	01/2013		476				22,882,682		BAR			(52,201	)
IBEX 35	01/2013		67				7,137,764		BAR			67,965
OMX 30 Index	01/2013		(463	)			(7,895,524	)	BAR			(80,985	)
Hang Seng Index	01/2013		104				15,211,854		BAR			50,145
MSCI Singapore Index	01/2013		9				530,621		BAR			(201	)
TOPIX Index®	03/2013		136				13,523,865		BAR			1,100,019
S&P/TSE 60 Index	03/2013		254				36,331,678		GSC			527,044
S&P/TSE 60 Index	03/2013		(113	)			(16,163,306	)	BAR			(206,172	)
DAX Index	03/2013		42				10,558,903		BAR			(14,272	)
FTSE 100 Index®	03/2013		80				7,599,864		BAR			(77,373	)
FTSE MIB Index	03/2013		(26	)			(2,797,677	)	BAR			(53,930	)
MSCI EAFE Index E-Mini	03/2013		522				42,289,830		GSC			429,390
MSCI Emerging Markets E-Mini	03/2013		294				15,780,450		GSC			353,869
Canadian Dollar	03/2013		296				29,709,520		GSC			(233,840	)
ASX SPI 200 Index	03/2013		(341	)			(40,864,619	)	BAR			(299,674	)
Swiss Market Index Future	03/2013		(87	)			(6,489,430	)	JPM			(68,942	)
						$	131,422,373				$	1,433,149

268

Forward Foreign Currency Contracts

As of December 31, 2012, the following Funds have forward foreign currency exchange contracts that obligate them to deliver currencies at specified future dates. The unrealized appreciation and/or depreciation on these contracts is included in the accompanying financial statements. The terms of the open contracts are as follows:

Fund/Expiration Date	Currency Purchased	Amount of  Currency Purchased		Currency Sold	Amount of  Currency Sold		Counter- party		Net Unrealized Appreciation (Depreciation)
Low-Duration Bond Fund
01/09/13	Euro		136,000	U.S. Dollars		179,921		CITI	$	(393	)
01/09/13	U.S. Dollars		2,969,787	Euro		2,271,000		CITIG		(28,073	)
01/09/13	U.S. Dollars		2,336,355	British Pounds		1,452,000		HSBC		(22,295	)
01/09/13	U.S. Dollars		1,195,720	Japanese Yen		98,600,000		BAR		57,524
01/10/13	U.S. Dollars		3,656,849	Australian Dollars		3,539,000		JPM		(15,334	)
01/10/13	U.S. Dollars		61,452	Australian Dollars		59,000		MSCS		231
01/15/13	Euro		236,000	U.S. Dollars		302,322		DEUT		9,229
01/15/13	Euro		122,000	U.S. Dollars		158,347		CITI		2,709
01/15/13	U.S. Dollars		4,132,364	Euro		3,160,000		UBS		(39,252	)
01/15/13	U.S. Dollars		4,078,237	Euro		3,162,000		BNP		(96,019	)
01/15/13	U.S. Dollars		2,743,094	Euro		2,153,000		MSCS		(99,149	)
01/16/13	Euro		523,000	U.S. Dollars		692,966		GSC		(2,531	)
01/16/13	U.S. Dollars		6,013,859	British Pounds		3,752,000		GSC		(80,818	)
01/16/13	U.S. Dollars		2,721,472	Australian Dollars		2,600,000		DEUT		24,907
01/16/13	U.S. Dollars		1,340,331	Australian Dollars		1,283,521		DEUT		9,140
01/16/13	U.S. Dollars		658,560	Brazilian Reals		1,354,000		HSBC		(1,247	)
01/16/13	U.S. Dollars		582,015	British Pounds		362,695		DEUT		(7,140	)
01/16/13	U.S. Dollars		545,815	British Pounds		338,159		DEUT		(3,484	)
01/16/13	U.S. Dollars		384,924	British Pounds		240,000		UBS		(4,927	)
01/16/13	U.S. Dollars		205,918	British Pounds		129,000		UBS		(3,627	)
01/23/13	U.S. Dollars		4,218,475	Euro		3,211,800		UBS		(21,824	)
01/23/13	U.S. Dollars		844,262	Euro		652,000		UBS		(16,525	)
01/23/13	U.S. Dollars		470,253	Euro		364,000		UBS		(10,309	)
01/23/13	U.S. Dollars		237,085	Euro		186,000		JPM		(8,476	)
01/23/13	U.S. Dollars		212,585	Euro		163,000		CITI		(2,611	)
01/30/13	U.S. Dollars		1,728,028	Mexican Pesos		22,670,000		RBS		(20,688	)
02/01/13	Chinese Yuan Renminbi		2,090,196	U.S. Dollars		332,146		DEUT		2,490
02/01/13	Chinese Yuan Renminbi		39,210,806	U.S. Dollars		6,220,482		UBS		57,081
02/01/13	Chinese Yuan Renminbi		3,309,368	U.S. Dollars		522,229		DEUT		7,593
02/01/13	Chinese Yuan Renminbi		2,490,150	U.S. Dollars		390,826		JPM		7,841
02/01/13	Chinese Yuan Renminbi		1,254,600	U.S. Dollars		200,000		GSC		859
02/01/13	Chinese Yuan Renminbi		319,176	U.S. Dollars		50,832		JPM		267
02/01/13	U.S. Dollars		4,489,075	Chinese Yuan Renminbi		28,550,516		HSBC		(81,799	)
02/01/13	U.S. Dollars		3,092,000	Chinese Yuan Renminbi		19,754,788		UBS		(70,697	)
02/01/13	U.S. Dollars		30,000	Chinese Yuan Renminbi		191,880		HKSB		(720	)
02/04/13	U.S. Dollars		193,017	Brazilian Reals		398,465		HSBC		(667	)
02/14/13	Norwegian Krone		3,585,000	U.S. Dollars		620,521		HSBC		23,434
03/12/13	British Pounds		160,000	U.S. Dollars		258,506		BAR		1,349
03/12/13	U.S. Dollars		5,208,231	British Pounds		3,252,000		JPM		(73,315	)
04/03/13	Mexican Pesos		1,168,232	U.S. Dollars		89,386		JPM		208
06/14/13	U.S. Dollars		8,014,755	Euro		6,200,000		JPM		(181,511	)
09/13/13	U.S. Dollars		9,163,326	Euro		7,300,000		HKSB		(497,093	)
10/11/13	Euro		5,400,000	U.S. Dollars		7,028,100		JPM		120,317
10/11/13	U.S. Dollars		6,394,724	Euro		5,184,000		JPM		(467,756	)
10/11/13	U.S. Dollars		261,992	Euro		216,000		JPM		(23,945	)
									$	(1,557,046	)

269

Fund/Expiration Date	Currency Purchased	Amount of  Currency Purchased		Currency Sold	Amount of  Currency Sold		Counter- party		Net Unrealized Appreciation (Depreciation)
Medium-Duration Bond Fund
01/09/13	U.S. Dollars		1,221,678	British Pounds		767,806		JPM	$	(25,558	)
01/15/13	Euro		295,000	U.S. Dollars		377,902		DEUT		11,537
01/15/13	Euro		205,000	U.S. Dollars		266,076		CITI		4,551
01/15/13	Euro		203,000	U.S. Dollars		268,461		JPM		(474	)
01/15/13	Euro		106,000	U.S. Dollars		137,483		CS		2,451
01/15/13	U.S. Dollars		5,927,850	Euro		4,533,000		UBS		(56,307	)
01/15/13	U.S. Dollars		3,031,037	Euro		2,379,000		MSCS		(109,557	)
01/15/13	U.S. Dollars		23,302	Euro		18,000		HSBC		(460	)
01/15/13	U.S. Dollars		18,216	Euro		14,000		CITI		(266	)
01/17/13	U.S. Dollars		524,421	Japanese Yen		43,010,000		DEUT		27,899
01/25/13	Mexican Pesos		5,336,188	U.S. Dollars		407,094		BAR		(7,480	)
01/25/13	U.S. Dollars		3,407,354	Euro		2,612,000		CITI		(41,135	)
01/31/13	U.S. Dollars		1,443,078	Australian Dollars		1,383,000		BAR		10,402
02/01/13	Chinese Yuan Renminbi		49,659,451	U.S. Dollars		7,878,076		UBS		72,291
02/01/13	Chinese Yuan Renminbi		8,277,236	U.S. Dollars		1,299,103		JPM		26,064
02/01/13	Chinese Yuan Renminbi		6,583,005	U.S. Dollars		1,048,750		CITI		5,174
02/01/13	Chinese Yuan Renminbi		3,959,304	U.S. Dollars		624,792		DEUT		9,084
02/01/13	U.S. Dollars		8,211,528	Chinese Yuan Renminbi		52,225,316		HKSB		(149,629	)
02/01/13	U.S. Dollars		2,335,000	Chinese Yuan Renminbi		14,920,650		RBS		(53,763	)
02/01/13	U.S. Dollars		1,390,000	Chinese Yuan Renminbi		8,880,710		UBS		(31,782	)
02/01/13	Chinese Yuan Renminbi		4,127,477	U.S. Dollars		655,884		DEUT		4,916
02/01/13	U.S. Dollars		74,000	Chinese Yuan Renminbi		473,304		HKSB		(1,775	)
02/04/13	U.S. Dollars		909,115	Brazilian Reals		1,876,778		HSBC		(3,141	)
02/08/13	U.S. Dollars		1,132,005	Euro		858,413		CITI		(1,448	)
02/14/13	Norwegian Krone		1,133,000	U.S. Dollars		196,109		HSBC		7,406
02/15/13	Brazilian Reals		3,050,000	U.S. Dollars		1,476,998		JPM		3,727
02/15/13	U.S. Dollars		4,684,362	Euro		3,674,701		CITIC		(168,015	)
02/15/13	U.S. Dollars		4,506,133	Japanese Yen		369,388,000		CITIC		240,814
02/15/13	U.S. Dollars		3,351,271	British Pounds		2,102,000		CITIC		(62,856	)
02/15/13	U.S. Dollars		1,059,789	Euro		824,514		UBS		(28,967	)
03/12/13	U.S. Dollars		1,852,990	British Pounds		1,157,000		JPM		(26,084	)
03/20/13	Australian Dollars		124,175	U.S. Dollars		129,105		WEST		(902	)
03/20/13	British Pounds		35,595	U.S. Dollars		57,079		BAR		728
03/20/13	Euro		83,000	U.S. Dollars		107,645		CITI		1,989
03/20/13	U.S. Dollars		1,326,398	Switzerland Francs		1,234,359		BAR		(25,138	)
03/20/13	U.S. Dollars		190,858	Canadian Dollars		189,652		UBS		517
03/20/13	U.S. Dollars		47,000	Norwegian Krone		267,844		HSBC		(1,053	)
03/20/13	Australian Dollars		104,000	U.S. Dollars		107,203		CITI		170
03/20/13	British Pounds		33,000	U.S. Dollars		53,315		DEUT		278
03/20/13	Canadian Dollars		46,536	U.S. Dollars		47,000		RBC		(295	)
03/20/13	Euro		905,966	U.S. Dollars		1,186,326		DEUT		10,352
03/20/13	Euro		534,679	Norwegian Krone		3,939,673		MSCS		(552	)
03/20/13	Euro		138,824	Swedish Kronor		1,205,911		HKSB		(1,731	)
03/20/13	Euro		82,000	U.S. Dollars		107,367		UBS		946
03/20/13	Euro		82,000	Swedish Kronor		709,874		UBS		(650	)
03/20/13	Euro		82,000	Swedish Kronor		710,251		JPM		(708	)
03/20/13	Euro		82,000	Swedish Kronor		713,425		JPM		(1,194	)
03/20/13	Euro		41,000	U.S. Dollars		53,785		MSCS		372
03/20/13	Euro		41,000	U.S. Dollars		54,052		BAR		105
03/20/13	Euro		41,000	U.S. Dollars		54,100		JPM		57
03/20/13	Euro		41,000	U.S. Dollars		54,227		DEUT		(70	)

270

Fund/Expiration Date	Currency Purchased	Amount of  Currency Purchased		Currency Sold	Amount of  Currency Sold		Counter- party		Net Unrealized Appreciation (Depreciation)
03/20/13	Euro		41,000	U.S. Dollars		54,241		MSCS	$	(85	)
03/20/13	Euro		41,000	Swedish Kronor		353,528		RBS		(108	)
03/20/13	New Zealand Dollars		256,259	Australian Dollars		204,000		WEST		84
03/20/13	New Zealand Dollars		124,792	U.S. Dollars		102,963		RBS		(357	)
03/20/13	Norwegian Krone		305,229	Euro		41,000		DEUT		604
03/20/13	Norwegian Krone		304,665	Euro		41,000		HKSB		502
03/20/13	Norwegian Krone		303,687	Euro		41,000		HSBC		327
03/20/13	Swedish Kronor		717,063	Euro		82,000		HKSB		1,753
03/20/13	Swedish Kronor		716,618	Euro		82,000		HSBC		1,685
03/20/13	Swedish Kronor		361,436	Euro		41,000		CITI		1,322
03/20/13	Swedish Kronor		354,787	Euro		41,000		HSBC		302
03/20/13	U.S. Dollars		108,000	Canadian Dollars		107,140		RBC		470
03/20/13	U.S. Dollars		107,671	Euro		81,000		DEUT		679
03/20/13	U.S. Dollars		107,537	British Pounds		66,000		HSBC		350
03/20/13	U.S. Dollars		107,342	British Pounds		66,000		UBS		155
03/20/13	U.S. Dollars		107,018	New Zealand Dollars		128,000		CITI		1,774
03/20/13	U.S. Dollars		106,951	Australian Dollars		103,000		WEST		611
03/20/13	U.S. Dollars		106,339	New Zealand Dollars		129,000		UBS		273
03/20/13	U.S. Dollars		105,786	Australian Dollars		101,000		CITI		1,510
03/20/13	U.S. Dollars		95,843	Australian Dollars		92,000		WEST		859
03/20/13	U.S. Dollars		54,366	Euro		41,000		DEUT		210
03/20/13	U.S. Dollars		53,222	Euro		40,000		JPM		387
03/21/13	U.S. Dollars		1,501,971	Canadian Dollars		1,484,000		CITI		12,609
03/21/13	U.S. Dollars		107,000	Japanese Yen		8,814,553		SS		5,190
03/21/13	Japanese Yen		9,221,580	U.S. Dollars		108,000		DEUT		(1,489	)
03/21/13	Japanese Yen		9,059,028	U.S. Dollars		108,000		CITI		(3,367	)
03/21/13	Japanese Yen		4,648,671	U.S. Dollars		54,000		BAR		(307	)
03/21/13	Japanese Yen		4,640,652	U.S. Dollars		54,000		DEUT		(400	)
03/21/13	Japanese Yen		4,556,007	U.S. Dollars		54,000		DEUT		(1,377	)
03/21/13	Japanese Yen		4,547,016	U.S. Dollars		54,000		CITI		(1,481	)
03/21/13	Japanese Yen		4,523,958	U.S. Dollars		54,000		DEUT		(1,747	)
03/21/13	Japanese Yen		3,627,394	U.S. Dollars		43,000		UBS		(1,103	)
03/21/13	U.S. Dollars		431,000	Japanese Yen		36,290,182		DEUT		11,842
03/21/13	U.S. Dollars		296,060	Japanese Yen		24,712,819		CITI		10,623
03/21/13	U.S. Dollars		214,000	Japanese Yen		17,698,827		CITI		9,575
03/21/13	U.S. Dollars		108,000	Japanese Yen		9,214,235		CITI		1,574
03/21/13	U.S. Dollars		54,000	Japanese Yen		4,518,450		SS		1,811
04/03/13	Mexican Pesos		320,170	U.S. Dollars		24,498		JPM		57
06/14/13	U.S. Dollars		7,239,135	Euro		5,600,000		JPM		(163,945	)
06/27/13	U.S. Dollars		3,861,651	Mexican Pesos		50,902,347		JPM		(9,483	)
08/05/13	Chinese Yuan Renminbi		3,364,650	U.S. Dollars		532,803		UBS		73
08/15/13	Chinese Yuan Renminbi		1,000,000	U.S. Dollars		159,642		DEUT		(1,353	)
09/13/13	U.S. Dollars		11,171,726	Euro		8,900,000		HKSB		(606,040	)
09/13/13	U.S. Dollars		123,225	Euro		100,000		JPM		(9,109	)
10/11/13	Euro		6,588,000	U.S. Dollars		8,574,282		JPM		146,787
10/11/13	U.S. Dollars		7,860,182	Euro		6,372,000		JPM		(574,951	)
10/11/13	U.S. Dollars		261,992	Euro		216,000		JPM		(23,945	)
									$	(1,545,809	)

271

Fund/Expiration Date	Currency Purchased	Amount of Currency Purchased		Currency Sold	Amount of Currency Sold		Counter- party		Net Unrealized Appreciation (Depreciation)
Global Bond Fund
02/08/13	Indian Rupees		51,960,000	U.S. Dollars		948,175		JPM	$	(7,350	)
02/08/13	Russian Rubles		34,760,000	U.S. Dollars		1,087,201		DEUT		42,649
02/08/13	South Korean Won		590,596,400	U.S. Dollars		535,931		DEUT		14,338
02/08/13	U.S. Dollars		1,081,434	Russian Rubles		34,760,000		DEUT		(48,416	)
02/15/13	Australian Dollars		745,608	U.S. Dollars		773,815		DEUT		(2,223	)
02/15/13	Australian Dollars		630,000	U.S. Dollars		651,218		CS		736
02/15/13	Australian Dollars		587,221	U.S. Dollars		607,381		MSCS		304
02/15/13	British Pounds		897,800	U.S. Dollars		1,434,451		SG		23,781
02/15/13	British Pounds		658,959	U.S. Dollars		1,054,659		JPM		15,640
02/15/13	Canadian Dollars		1,570,000	U.S. Dollars		1,567,664		CS		9,161
02/15/13	Canadian Dollars		691,338	U.S. Dollars		697,786		JPM		(3,443	)
02/15/13	Canadian Dollars		191,315	U.S. Dollars		192,952		DEUT		(806	)
02/15/13	Euro		1,308,621	U.S. Dollars		1,681,912		DEUT		46,099
02/15/13	Japanese Yen		495,199,132	U.S. Dollars		6,176,016		GSC		(457,957	)
02/15/13	Japanese Yen		160,311,470	U.S. Dollars		2,005,874		CITIC		(154,759	)
02/15/13	Japanese Yen		90,152,160	U.S. Dollars		1,122,986		JPM		(82,000	)
02/15/13	Polish Zloty		346,297	U.S. Dollars		107,149		JPM		4,193
02/15/13	South African Rand		988,065	U.S. Dollars		111,627		GSC		4,172
02/15/13	Swedish Kronor		5,133,306	U.S. Dollars		765,211		BAR		23,284
02/15/13	U.S. Dollars		5,372,763	Euro		4,180,000		UBS		(146,852	)
02/15/13	U.S. Dollars		3,822,591	Euro		2,972,008		JPM		(101,892	)
02/15/13	U.S. Dollars		3,494,232	Euro		2,700,000		HSBC		(71,070	)
02/15/13	U.S. Dollars		2,493,133	Euro		1,947,319		GSC		(78,267	)
02/15/13	U.S. Dollars		2,466,055	Euro		1,934,524		CITIC		(88,450	)
02/15/13	U.S. Dollars		2,312,216	Euro		1,808,255		MSCS		(75,553	)
02/15/13	U.S. Dollars		1,802,026	British Pounds		1,127,510		BAR		(29,307	)
02/15/13	U.S. Dollars		1,374,629	Australian Dollars		1,324,802		JPM		3,661
02/15/13	U.S. Dollars		1,146,757	Euro		867,520		HSBC		1,213
02/15/13	U.S. Dollars		1,037,923	British Pounds		650,000		CS		(17,825	)
02/15/13	U.S. Dollars		851,001	South African Rand		7,449,407		DEUT		(22,051	)
02/15/13	U.S. Dollars		651,539	Australian Dollars		631,336		CITIC		(1,798	)
02/15/13	U.S. Dollars		319,522	British Pounds		200,000		GSC		(5,324	)
									$	(1,206,112	)
Defensive Market Strategies Fund
01/31/13	Japanese Yen		1,379,700	U.S. Dollars		16,319		CS	$	(390	)
01/31/13	U.S. Dollars		2,249,761	Euro		1,705,469		UBS		(1,999	)
01/31/13	U.S. Dollars		1,854,957	British Pounds		1,144,040		CS		(3,315	)
01/31/13	U.S. Dollars		720,568	Japanese Yen		60,509,700		CS		21,940
01/31/13	U.S. Dollars		369,863	Switzerland Francs		338,425		CS		(382	)
01/31/13	U.S. Dollars		25,198	Japanese Yen		2,168,100		CS		166
									$	16,020
Small Cap Equity Fund
01/25/13	U.S. Dollars		41,942	Euro		33,000		CS	$	(1,626	)
02/15/13	U.S. Dollars		919,356	Euro		721,200		CITI		(32,975	)
02/15/13	U.S. Dollars		682,456	Japanese Yen		55,944,000		CITIG		36,471
02/15/13	U.S. Dollars		459,489	Euro		359,341		MSCS		(15,014	)
02/15/13	U.S. Dollars		455,977	British Pounds		286,000		CITI		(8,552	)
									$	(21,696	)

272

Fund/Expiration Date	Currency Purchased	Amount of Currency Purchased		Currency Sold	Amount of Currency Sold		Counter- party		Net Unrealized Appreciation (Depreciation)
International Equity Fund
01/31/13	U.S. Dollars		8,951,223	Australian Dollars		8,712,500		NT	$	(74,221	)
03/20/13	British Pounds		3,286,000	U.S. Dollars		5,283,415		RBS		53,200
03/20/13	British Pounds		3,233,000	U.S. Dollars		5,202,382		RBS		48,159
03/20/13	British Pounds		598,000	U.S. Dollars		964,813		RBS		6,366
03/20/13	Canadian Dollars		6,089,000	U.S. Dollars		6,120,809		RBS		(9,671	)
03/20/13	Danish Kroner		8,021,000	U.S. Dollars		1,407,514		RBS		13,403
03/20/13	Danish Kroner		1,565,000	U.S. Dollars		274,657		RBS		2,582
03/20/13	Danish Kroner		800,000	U.S. Dollars		140,453		RBS		1,267
03/20/13	Danish Kroner		236,000	U.S. Dollars		41,715		RBS		92
03/20/13	Danish Kroner		133,000	U.S. Dollars		23,602		RBS		(41	)
03/20/13	Euro		7,700,000	U.S. Dollars		10,082,586		RBS		88,239
03/20/13	Euro		2,983,000	U.S. Dollars		3,933,597		RBS		6,607
03/20/13	Euro		1,229,000	U.S. Dollars		1,592,491		RBS		30,878
03/20/13	Euro		2,000	U.S. Dollars		2,633		RBS		9
03/20/13	Hong Kong Dollars		5,600,000	U.S. Dollars		722,697		RBS		(5	)
03/20/13	Hong Kong Dollars		1,032,000	U.S. Dollars		133,187		RBS		(6	)
03/20/13	Hong Kong Dollars		91,000	U.S. Dollars		11,744		RBS		—
03/20/13	Hong Kong Dollars		23,000	U.S. Dollars		2,968		RBS		—
03/20/13	Israeli Shekels		5,179,000	U.S. Dollars		1,355,617		RBS		27,594
03/20/13	Israeli Shekels		156,000	U.S. Dollars		40,794		RBS		870
03/20/13	Israeli Shekels		54,000	U.S. Dollars		14,392		RBS		30
03/20/13	New Zealand Dollars		6,203,000	U.S. Dollars		5,151,800		RBS		(51,585	)
03/20/13	New Zealand Dollars		3,812,000	U.S. Dollars		3,191,905		RBS		(57,612	)
03/20/13	New Zealand Dollars		3,020,000	U.S. Dollars		2,470,322		RBS		12,775
03/20/13	Norwegian Krone		260,586,000	U.S. Dollars		46,001,901		RBS		748,855
03/20/13	Singapore Dollars		855,000	U.S. Dollars		700,826		RBS		(944	)
03/20/13	Singapore Dollars		47,000	U.S. Dollars		38,533		RBS		(60	)
03/20/13	Singapore Dollars		45,000	U.S. Dollars		36,828		RBS		8
03/20/13	Swedish Kronor		125,092,000	U.S. Dollars		18,874,912		RBS		326,089
03/20/13	Swedish Kronor		42,747,000	U.S. Dollars		6,457,465		RBS		103,988
03/20/13	Switzerland Francs		5,881,000	U.S. Dollars		6,460,364		RBS		(21,087	)
03/20/13	Switzerland Francs		3,302,000	U.S. Dollars		3,607,759		RBS		7,696
03/20/13	Switzerland Francs		117,000	U.S. Dollars		126,419		RBS		1,687
03/20/13	U.S. Dollars		10,864,789	Switzerland Francs		10,050,000		RBS		(139,248	)
03/20/13	U.S. Dollars		8,566,469	New Zealand Dollars		10,297,000		RBS		100,095
03/20/13	U.S. Dollars		7,507,191	Euro		5,762,000		RBS		(103,756	)
03/20/13	U.S. Dollars		6,849,319	Norwegian Krone		38,214,000		RBS		(6,512	)
03/20/13	U.S. Dollars		5,723,174	Norwegian Krone		32,479,000		RBS		(103,762	)
03/20/13	U.S. Dollars		5,538,250	Norwegian Krone		31,256,000		RBS		(69,272	)
03/20/13	U.S. Dollars		5,486,552	British Pounds		3,384,000		RBS		(9,220	)
03/20/13	U.S. Dollars		5,123,473	New Zealand Dollars		6,256,000		RBS		(20,320	)
03/20/13	U.S. Dollars		3,813,658	Australian Dollars		3,663,000		RBS		31,858
03/20/13	U.S. Dollars		3,604,824	British Pounds		2,217,000		RBS		4,314
03/20/13	U.S. Dollars		3,577,724	Swedish Kronor		23,910,000		RBS		(92,342	)
03/20/13	U.S. Dollars		3,016,761	Australian Dollars		2,917,000		RBS		5,156
03/20/13	U.S. Dollars		2,801,532	Euro		2,116,000		RBS		6,537
03/20/13	U.S. Dollars		1,519,918	Swedish Kronor		10,145,000		RBS		(37,290	)
03/20/13	U.S. Dollars		1,210,849	Canadian Dollars		1,199,000		RBS		7,490
03/20/13	U.S. Dollars		1,099,717	Switzerland Francs		1,027,000		RBS		(24,775	)
03/20/13	U.S. Dollars		538,045	Switzerland Francs		497,000		RBS		(6,135	)
03/20/13	U.S. Dollars		238,418	Singapore Dollars		291,000		RBS		213

273

Fund/Expiration Date	Currency Purchased	Amount of Currency Purchased		Currency Sold	Amount of Currency Sold		Counter- party		Net Unrealized Appreciation (Depreciation)
03/20/13	U.S. Dollars		161,975	British Pounds		101,000		RBS	$	(2,054)
03/20/13	U.S. Dollars		153,935	Australian Dollars		147,000		RBS		2,167
03/20/13	U.S. Dollars		91,758	Hong Kong Dollars		711,000		RBS		2
03/20/13	U.S. Dollars		90,194	Israeli Shekels		341,000		RBS		(881)
03/20/13	U.S. Dollars		62,753	Euro		48,000		RBS		(649)
03/20/13	U.S. Dollars		43,457	Danish Kroner		250,000		RBS		(831)
03/20/13	U.S. Dollars		11,710	Israeli Shekels		45,000		RBS		(309)
03/20/13	U.S. Dollars		9,844	Singapore Dollars		12,000		RBS		21
03/21/13	Japanese Yen		724,691,000	U.S. Dollars		8,618,579		RBS		(248,265)
03/21/13	Japanese Yen		114,955,000	U.S. Dollars		1,397,196		RBS		(69,444)
03/21/13	Japanese Yen		45,512,000	U.S. Dollars		542,763		RBS		(17,091)
03/21/13	U.S. Dollars		59,726,507	Japanese Yen		4,912,772,000		RBS		2,983,094
03/21/13	U.S. Dollars		7,132,051	Japanese Yen		584,019,000		RBS		386,525
03/21/13	U.S. Dollars		1,415,327	Japanese Yen		117,659,000		RBS		56,344
									$	3,896,822

Options Written

Transactions in options written during the year ended December 31, 2012 were as follows:

Fund	Number of Contracts			Premiums Received				Notional Amount				Premiums Received				Total Premiums Received
Low-Duration Bond
Options written, 12/31/11		—			$	—			$	5,300,000			$	32,965			$	32,965
Options written		375				60,656				39,000,000				595,850				656,506
Options expired		(375	)			(60,656	)			—				—				(60,656	)
Options closed		—				—				(8,300,000	)			(42,565	)			(42,565	)
Options written, 12/31/12		—			$	—			$	36,000,000			$	586,250			$	586,250
Medium-Duration Bond
Options written, 12/31/11		—			$	—			$	7,800,000			$	48,601			$	48,601
Options written		931				374,218				43,100,000				702,140				1,076,358
Options expired		(399	)			(105,144	)			—				—				(105,144	)
Options closed		(532	)			(269,074	)			(7,800,000	)			(48,601	)			(317,675	)
Options written, 12/31/12		—			$	—			$	43,100,000			$	702,140			$	702,140
Defensive Market Strategies
Options written, 12/31/11		168			$	4,032			$	—			$	—			$	4,032
Options written		1,033				127,191				—				—				127,191
Options expired		(212	)			(7,591	)			—				—				(7,591	)
Options closed		(989	)			(123,632	)			—				—				(123,632	)
Options written, 12/31/12		—			$	—			$	—			$	—			$	—
Small Cap Equity
Options written, 12/31/11		7			$	2,015			$	—			$	—			$	2,015
Options written		183				106,697				—				—				106,697
Options expired		(82	)			(44,710	)			—				—				(44,710	)
Options closed		(90	)			(52,154	)			—				—				(52,154	)
Options written, 12/31/12		18			$	11,848			$	—			$	—			$	11,848

274

6. CAPITAL SHARE TRANSACTIONS

Transactions in shares of capital stock were as follows:

	Year Ended 12/31/12				Year Ended 12/31/11
	GS2	GS4			GS2	GS4
MyDestination 2005
Shares sold			2,186,065				2,593,793
Shares reinvested			154,580				116,996
Shares redeemed			(1,213,387	)			(1,716,136	)
Net increase			1,127,258				994,653
MyDestination 2015
Shares sold			7,180,208				5,730,134
Shares reinvested			772,986				497,753
Shares redeemed			(2,677,229	)			(3,226,397	)
Net increase			5,275,965				3,001,490
MyDestination 2025
Shares sold			7,889,241				6,560,758
Shares reinvested			740,061				466,906
Shares redeemed			(2,077,575	)			(1,915,678	)
Net increase			6,551,727				5,111,986
MyDestination 2035
Shares sold			4,505,585				3,815,906
Shares reinvested			334,266				270,804
Shares redeemed			(801,820	)			(889,088	)
Net increase			4,038,031				3,197,622
MyDestination 2045
Shares sold			3,601,217				3,205,647
Shares reinvested			224,875				342,765
Shares redeemed			(336,308	)			(1,142,646	)
Net increase			3,489,784				2,405,766
MyDestination 2055(1)
Shares sold			1,228,311
Shares reinvested			10,652
Shares redeemed			(675,062	)
Net increase (decrease)			563,901

⁽¹⁾Inception date was January 1, 2012

275

	Year Ended 12/31/12						Year Ended 12/31/11
	GS2			GS4			GS2			GS4
Conservative Allocation
Shares sold					3,749,359						4,736,842
Shares reinvested					532,286						774,598
Shares redeemed					(2,659,967	)					(2,522,493	)
Net increase					1,621,678						2,988,947
Balanced Allocation
Shares sold					4,803,801						4,925,459
Shares reinvested					3,071,332						3,591,708
Shares redeemed					(6,451,079	)					(7,775,874	)
Net increase					1,424,054						741,293
Growth Allocation
Shares sold					2,499,289						2,685,458
Shares reinvested					1,385,054						2,175,136
Shares redeemed					(5,983,566	)					(5,925,560	)
Net decrease					(2,099,223	)					(1,064,966	)
Aggressive Allocation
Shares sold					6,233,287						2,783,580
Shares reinvested					1,382,510						1,630,524
Shares redeemed					(11,235,355	)					(5,718,840	)
Net decrease					(3,619,558	)					(1,304,736	)
Conservative Allocation I
Shares sold		1,302,574						1,923,738
Shares reinvested		218,686						206,197
Shares redeemed		(971,386	)					(1,832,819	)
Net increase		549,874						297,116
Balanced Allocation I
Shares sold		2,004,250						2,078,500
Shares reinvested		1,359,355						1,356,300
Shares redeemed		(2,221,689	)					(6,285,739	)
Net increase (decrease)		1,141,916						(2,850,939	)
Growth Allocation I
Shares sold		968,767						1,070,053
Shares reinvested		556,094						622,547
Shares redeemed		(2,009,594	)					(4,153,900	)
Net decrease		(484,733	)					(2,461,300	)
Aggressive Allocation I
Shares sold		563,200						669,885
Shares reinvested		206,778						247,967
Shares redeemed		(1,360,178	)					(2,692,430	)
Net decrease		(590,200	)					(1,774,578	)

276

	Year Ended 12/31/12						Year Ended 12/31/11
	GS2			GS4			GS2			GS4
Money Market
Shares sold		83,682,824			3,411,426,687			154,616,809			3,912,748,853
Shares reinvested		96,490			73,574			100,970			61,686
Shares redeemed		(93,414,476	)		(3,441,385,827	)		(157,730,463	)		(3,931,314,442	)
Net decrease		(9,635,162	)		(29,885,566	)		(3,012,684	)		(18,503,903	)
Low-Duration Bond
Shares sold		1,736,358			10,131,882			1,843,874			5,924,041
Shares reinvested		425,569			818,950			453,647			831,464
Shares redeemed		(853,542	)		(7,872,202	)		(2,767,300	)		(3,520,556	)
Net increase (decrease)		1,308,385			3,078,630			(469,779	)		3,234,949
Medium-Duration Bond
Shares sold		3,397,961			4,647,929			2,860,917			4,602,896
Shares reinvested		2,151,022			1,406,047			2,063,646			1,463,559
Shares redeemed		(2,638,135	)		(8,957,431	)		(6,053,161	)		(5,830,313	)
Net increase (decrease)		2,910,848			(2,903,455	)		(1,128,598	)		236,142
Extended-Duration Bond
Shares sold		1,716,122			3,486,474			1,402,230			3,436,087
Shares reinvested		2,028,140			1,132,113			2,118,633			1,472,133
Shares redeemed		(1,682,883	)		(3,286,612	)		(2,508,010	)		(6,281,134	)
Net increase (decrease)		2,061,379			1,331,975			1,012,853			(1,372,914	)
Inflation Protected Bond
Shares sold					4,566,757						6,870,551
Shares reinvested					824,710						571,192
Shares redeemed					(2,437,517	)					(3,163,833	)
Net increase					2,953,950						4,277,910
Global Bond
Shares sold					5,063,867						3,165,430
Shares reinvested					1,042,050						909,471
Shares redeemed					(1,155,096	)					(2,970,896	)
Net increase					4,950,821						1,104,005
Defensive Market Strategies (1)
Shares sold		1,394,675			5,372,393			7,926,676			23,725,418
Shares reinvested		357,500			1,246,865			37,096			98,014
Shares redeemed		(1,010,990	)		(527,398	)		(658,547	)		(240,539	)
Net increase		741,185			6,091,860			7,305,225			23,582,893
(1)Inception date was September 1, 2011.
Equity Index
Shares sold		1,309,015			1,535,150			317,917			1,368,781
Shares reinvested		400,508			330,280			1,795,569			2,092,530
Shares redeemed		(674,532	)		(1,761,582	)		(4,509,217	)		(11,137,054	)
Net increase (decrease)		1,034,991			103,848			(2,395,731	)		(7,675,743	)

277

	Year Ended 12/31/12						Year Ended 12/31/11
	GS2			GS4			GS2			GS4
Real Estate Securities
Shares sold					4,786,237						4,891,242
Shares reinvested					246,062						116,999
Shares redeemed					(3,358,942	)					(5,295,002	)
Net increase (decrease)					1,673,357						(286,761	)
Value Equity
Shares sold		1,248,320			2,949,920			2,589,631			5,616,574
Shares reinvested		919,754			839,556			826,519			741,275
Shares redeemed		(3,682,506	)		(7,027,650	)		(7,091,548	)		(13,316,054	)
Net decrease		(1,514,432	)		(3,238,174	)		(3,675,398	)		(6,958,205	)
Growth Equity
Shares sold		608,864			2,980,715			1,066,279			4,475,293
Shares reinvested		1,904,890			3,649,389			—			—
Shares redeemed		(1,935,265	)		(5,320,301	)		(3,506,557	)		(10,551,276	)
Net increase (decrease)		578,489			1,309,803			(2,440,278	)		(6,075,983	)
Small Cap Equity
Shares sold		335,769			1,682,203			570,932			3,248,230
Shares reinvested		537,278			1,237,825			30,315			27,656
Shares redeemed		(866,465	)		(3,478,641	)		(1,756,626	)		(6,727,792	)
Net increase (decrease)		6,582			(558,613	)		(1,155,379	)		(3,451,906	)
International Equity
Shares sold		2,421,769			8,188,523			3,565,561			14,411,184
Shares reinvested		589,493			1,281,757			719,368			1,592,756
Shares redeemed		(1,678,205	)		(5,351,027	)		(3,823,440	)		(8,324,290	)
Net increase		1,333,057			4,119,253			461,489			7,679,650

7. BANK BORROWINGS

The Board of Trustees approved the renewal of a credit agreement with Bank of America, N.A. dated December 2, 2012 through December 1, 2013. The agreement permits up to $50 million, collectively. Interest is charged to each Fund based on its borrowings at a rate equal to the Bank Prime plus 0.60% or the Wall Street Journal LIBOR One Month Floating Rate plus 1.00%. Each Fund also pays a facility fee equal to its pro rata share of the amount of the credit facility at a rate of 0.30% per annum.

On August 7, 2012, the MyDestination 2055 Fund borrowed $250,000 at rate of 1.243%. The MyDestination 2055 Fund repaid the loan in the amount of $250,009, which represents principal and one day of accrued interest, August 8, 2012.

No other Funds borrowed for the period ended December 31, 2012, and there were no outstanding loans at December 31, 2012.

8. FEDERAL INCOME TAXES

Each Fund’s policy is to comply with all sections of the Internal Revenue Code of 1986, as amended, that apply to regulated investment companies and to distribute substantially all of its taxable income and capital gains to shareholders. No provision for income or excise taxes is thus required. Each Fund is treated as a separate entity for federal income tax purposes.

278

The Funds may be subject to taxes imposed by countries in which they invest in issuers existing or operating in such countries. Such taxes are generally based on income earned. The Funds accrue such taxes when the related income is earned. Dividend and interest income is recorded net of non-U.S. taxes paid. Gains realized by the Funds on the sale of securities in certain countries are subject to non-U.S. taxes. The Funds record a liability based on unrealized gains to provide for potential non-U.S. taxes payable upon the sale of these securities. For year ended December 31, 2012, the International Equity Fund accrued non-U.S. taxes on unrealized gains of $192,221.

Management has analyzed the Funds’ tax positions and has concluded that no provision for income tax is required in the Funds’ financial statements. The Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. However, management’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to new tax laws, regulations and administrative interpretations (including court decisions). Each of the Funds’ federal tax returns for the prior three fiscal years (years ended December 31, 2009 through December 31, 2011) remains subject to examination by the Internal Revenue Service.

The character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the year that the income or realized gains (losses) were recorded by the Funds. Income dividends and capital gain distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for futures and options transactions, foreign currency transactions, paydowns, losses deferred due to wash sales, straddles and investments in Passive Foreign Investment Companies (“PFIC’s”). Distributions during the year ended December 31, 2012, were characterized as follows for tax purposes:

279

Fund		Ordinary Income		Long-Term Capital Gain		Return of Capital		Total Distribution
MyDestination 2005	2012	$	1,578,267	$	—	$	—	$	1,578,267
	2011		1,118,885		—		—		1,118,885
MyDestination 2015	2012		7,838,073		—		—		7,838,073
	2011		4,639,060		—		—		4,639,060
MyDestination 2025	2012		7,215,597		—		—		7,215,597
	2011		4,085,427		—		—		4,085,427
MyDestination 2035	2012		2,242,099		879,202		—		3,121,301
	2011		1,557,736		641,898		—		2,199,634
MyDestination 2045	2012		1,379,906		660,432		—		2,040,338
	2011		778,529		1,902,435		—		2,680,964
MyDestination 2055	2012		118,877		—		—		118,877
Conservative Allocation	2012		5,840,997		688,186		—		6,529,183
	2011		4,849,965		4,252,565		—		9,102,530
Balanced Allocation	2012		25,943,077		13,284,081		—		39,227,158
	2011		24,215,019		18,074,022		—		42,289,041
Growth Allocation	2012		12,093,852		5,913,471		—		18,007,323
	2011		12,007,052		13,021,185		—		25,028,237
Aggressive Allocation	2012		7,350,220		9,829,880		—		17,180,100
	2011		7,015,783		10,439,039		—		17,454,822
Conservative Allocation I	2012		2,141,071		—		—		2,141,071
	2011		1,925,326		—		—		1,925,326
Balanced Allocation I	2012		13,614,253		—		—		13,614,253
	2011		12,643,249		—		—		12,643,249
Growth Allocation I	2012		5,883,636		—		—		5,883,636
	2011		5,922,267		—		—		5,922,267
Aggressive Allocation I	2012		2,288,303		—		—		2,288,303
	2011		2,389,446		—		—		2,389,446
Money Market	2012		256,904		—		—		256,904
	2011		251,150		—		—		251,150
Low-Duration Bond	2012		14,200,533		430,869		—		14,631,402
	2011		14,375,468		607,824		—		14,983,292
Medium-Duration Bond	2012		36,230,589		—		—		36,230,589
	2011		35,664,491		—		—		35,664,491
Extended-Duration Bond	2012		25,350,803		8,562,989		—		33,913,792
	2011		22,914,621		15,984,265		—		38,898,886
Inflation Protected Bond	2012		7,052,735		2,263,673		—		9,316,408
	2011		5,135,441		1,036,828		—		6,172,269
Global Bond	2012		10,523,011		—		—		10,523,011
	2011		8,997,511		—		—		8,997,511
Defensive Market Strategies	2012		14,722,792		2,364,615		—		17,087,407
	2011		1,375,713		—		—		1,375,713
Equity Index	2012		5,289,625		2,667,155		—		7,956,780
	2011		6,801,014		34,862,054		—		41,663,068
Real Estate Securities	2012		2,553,245		—		—		2,553,245
	2011		1,079,417		—		—		1,079,417
Value Equity	2012		19,346,383		—		—		19,346,383
	2011		16,657,286		—		—		16,657,286
Growth Equity	2012		2,148,451		95,278,551		—		97,427,002
	2011		—		—		—		—
Small Cap Equity	2012		3,052,762		22,280,774		—		25,333,536
	2011		703,937		—		—		703,937
International Equity	2012		22,469,818		—		—		22,469,818
	2011		24,239,880		—		—		24,239,880

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At December 31, 2012, the components of distributable earnings on a tax basis were as follows:

Fund	Undistributed Ordinary Income		Undistributed Long-Term Capital Gain/ (Capital Loss Carryforward)			Late Year Loss Deferrals			Net Unrealized Appreciation (Depreciation) on Investments
MyDestination 2005	$	102,131	$	(1,881,232	)	$	—		$	1,848,416
MyDestination 2015		1,380,527		(9,086,079	)		—			26,108,430
MyDestination 2025		606,875		4,996,344			—			25,843,108
MyDestination 2035		44,599		3,655,886			—			15,398,254
MyDestination 2045		36,521		2,748,611			—			14,653,647
MyDestination 2055		1,987		124,191			—			330,794
Conservative Allocation		12,108		2,072,553			—			26,256,860
Balanced Allocation		193,133		15,269,958			—			103,263,718
Growth Allocation		222,505		17,119,879			—			65,345,248
Aggressive Allocation		217,143		20,506,141			—			33,479,555
Conservative Allocation I		705,405		(2,058,253	)		—			(316,148	)
Balanced Allocation I		5,274,456		(17,415,548	)		—			(11,009,885	)
Growth Allocation I		1,465,336		(7,761,554	)		—			(11,015,136	)
Aggressive Allocation I		2,572,546		(7,608,540	)		—			(16,515,487	)
Money Market		12,575		—			—			—
Low-Duration Bond		820,288		—			—			5,881,031
Medium-Duration Bond		789,057		—			—			27,008,296
Extended-Duration Bond		30,667		2,965,168			—			66,921,878
Inflation Protected Bond		210,990		682,106			—			12,172,097
Global Bond		323,777		(10,404,225	)		—			18,286,231
Defensive Market Strategies		376,033		1,856,663			—			15,630,806
Equity Index		56,177		448,720			—			53,660,232
Real Estate Securities		468,376		1,057,070			—			18,410,509
Value Equity		7,694,927		(91,152,620	)		—			83,743,517
Growth Equity		—		23,692,796			(579,420	)		234,368,155
Small Cap Equity		94,978		5,770,339			—			48,869,719
International Equity		208,040		(135,079,850	)		—			82,737,188

For Federal income tax purposes, realized capital losses may be carried forward and applied against future realized capital gains. Capital loss carryovers and their expiration dates, were as follows as of December 31, 2012:

Expiring December 31,	2016		2017		2018		Unlimited		Total
MyDestination 2005	$	—	$	312,902	$	1,568,330	$	—	$	1,881,232
MyDestination 2015		889,637		3,304,014		3,056,941		1,835,487		9,086,079
Conservative Allocation I		—		1,689,723		368,530		—		2,058,253
Balanced Allocation I		4,262,186		5,929,663		3,461,879		3,761,820		17,415,548
Growth Allocation I		412,556		2,508,443		1,253,278		3,587,277		7,761,554
Aggressive Allocation I		3,489,043		902,289		2,119,350		1,097,858		7,608,540
Global Bond		—		9,635,041		—		769,184		10,404,225
Value Equity		—		91,152,620		—		—		91,152,620
International Equity		—		116,531,925		—		18,547,925		135,079,850

Under the Regulated Investment Company Modernization Act of 2010, Funds will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010, for an unlimited period. Such losses are presented in the table above under the column heading “Unlimited.” However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss

281

carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term losses as under previous law.

During the year ended December 31, 2012, the following Funds utilized capital loss carryforwards to offset capital gains:

	Carryforward Utilized
MyDestination 2005	$	2,019,843
MyDestination 2015		5,074,382
MyDestination 2025		2,461,097
Conservative Allocation I		1,770,742
Balanced Allocation I		3,227,376
Aggressive Allocation I		1,796,658
Global Bond		1,290,052
Real Estate Securities		18,541,454
Value Equity		24,672,820
Small Cap Equity		9,852,173

For federal income tax purposes, late year loss deferrals, which will reverse in 2013, were as follows as of December 31, 2012:

	Capital		Ordinary Income		Total
Growth Equity	$	578,555	$	865	$	579,420

At December 31, 2012, the aggregate cost of investment securities for federal income tax purposes (excluding foreign currency, securities sold short and derivative related items) and the net unrealized appreciation from investments for those securities having an excess of value over cost and net unrealized depreciation from investments for those securities having an excess of cost over value (based on cost for federal income tax purposes) were as follows:

Fund	Federal Tax Cost		Net Unrealized Appreciation (Depreciation)			Appreciated Securities		Depreciated Securities
MyDestination 2005	$	78,467,064	$	1,848,416		$	1,848,423	$	(7	)
MyDestination 2015		326,300,552		26,108,430			26,108,442		(12	)
MyDestination 2025		349,175,369		25,843,108			25,843,120		(12	)
MyDestination 2035		172,632,890		15,398,254			15,398,259		(5	)
MyDestination 2045		120,134,679		14,653,647			14,653,652		(5	)
MyDestination 2055		5,966,228		330,794			331,861		(1,067	)
Conservative Allocation		300,384,935		26,256,860			26,256,942		(82	)
Balanced Allocation		1,100,424,430		103,263,717			105,636,494		(2,372,777	)
Growth Allocation		787,695,999		65,345,248			70,203,250		(4,858,002	)
Aggressive Allocation		692,667,846		33,479,555			52,813,437		(19,333,882	)
Conservative Allocation I		82,589,522		(316,148	)		3,530,203		(3,846,351	)
Balanced Allocation I		355,943,134		(11,009,885	)		20,861,091		(31,870,976	)
Growth Allocation I		227,261,568		(11,015,136	)		7,145,548		(18,160,684	)
Aggressive Allocation I		159,193,840		(16,515,487	)		3,828,778		(20,344,265	)
Money Market		1,236,905,789		—			—		—
Low-Duration Bond		884,322,044		5,374,463			10,745,451		(5,370,988	)
Medium-Duration Bond		1,026,889,628		24,561,611			35,866,650		(11,305,039	)
Extended-Duration Bond		433,947,833		66,916,399			70,161,991		(3,245,592	)
Inflation Protected Bond		184,253,745		12,168,413			16,815,866		(4,647,453	)
Global Bond		257,654,056		18,439,893			19,381,093		(941,200	)
Defensive Market Strategies		424,824,046		16,394,501			23,751,419		(7,356,918	)
Equity Index		220,439,262		53,660,232			73,612,457		(19,952,225	)
Real Estate Securities		207,856,319		18,410,509			21,756,485		(3,345,976	)

282

Fund	Federal Tax Cost		Net  Unrealized Appreciation (Depreciation)		Appreciated Securities		Depreciated Securities
Value Equity	$	1,147,243,135	$	83,743,517	$	180,397,828	$	(96,654,311	)
Growth Equity		1,090,216,234		234,369,765		263,685,068		(29,315,303	)
Small Cap Equity		530,505,156		48,848,498		61,776,365		(12,927,867	)
International Equity		1,490,162,160		84,112,103		191,839,315		(107,727,212	)

The differences between book basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales and investments in PFIC’s.

At December 31, 2012, capital contributions, accumulated undistributed net investment income and accumulated net realized gain (loss) from investments have been adjusted for current period permanent book/tax differences which arose principally from differing book/tax treatments of PFICs, paydown losses, net operating losses, swaps, foreign currency transactions, distributions received from regulated investment companies, defaulted bonds, reclassifications of dividends paid and non-deductible expenses.

The following amounts were reclassified within the capital accounts:

Fund	Paid in Capital			Undistributed Net Investment Income				Accumulated Net Realized Gain (Loss) on Investments, Currency Translations and Derivative Transactions
MyDestination 2005		$	—		$	674,431			$	(674,431	)
MyDestination 2015			—			3,135,359				(3,135,359	)
MyDestination 2025			—			2,231,439				(2,231,439	)
MyDestination 2035			—			103,912				(103,912	)
MyDestination 2045			—			11,048				(11,048	)
MyDestination 2055			—			42				(42	)
Conservative Allocation			—			1,767,824				(1,767,824	)
Balanced Allocation			—			7,134,151				(7,134,151	)
Growth Allocation			—			1,551,452				(1,551,452	)
Aggressive Allocation			—			911				(911	)
Conservative Allocation I			—			486,525				(486,525	)
Balanced Allocation I			—			3,458,803				(3,458,803	)
Growth Allocation I			—			833,405				(833,405	)
Aggressive Allocation I			—			63				(63	)
Money Market			—			(38	)			38
Low-Duration Bond			—			241,975				(241,975	)
Medium-Duration Bond			—			2,626,194				(2,626,194	)
Extended-Duration Bond			—			34,636				(34,636	)
Inflation Protected Bond			—			504				(504	)
Global Bond			—			1,193,273				(1,193,273	)
Defensive Market Strategies			(37)			226,617				(226,580	)
Equity Index			—			251				(251	)
Real Estate Securities			—			113				(113	)
Value Equity			—			467				(467	)
Growth Equity			—			10,512				(10,512	)
Small Cap Equity			—			397,797				(397,797	)
International Equity			—			438,448				(438,448	)

Net investment income, net realized gain (loss) on investments and net assets were not affected by these reclassifications.

283

9. MARKET AND CREDIT RISK

In the normal course of business, the Funds trade financial instruments and enter into financial transactions where the risk of potential loss exists due to changes in the market (market risk) or due to the failure of the other party to a transaction to perform (credit and counterparty risks).

Market Risks — A Fund’s investments in derivatives and other financial instruments expose the Fund to various risks such as, but not limited to, interest rate, foreign currency, equity and commodity risks.

Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates. As nominal interest rates rise, the value of certain fixed income securities held by a Fund is likely to decrease. A nominal interest rate can be described as the sum of a real interest rate and an expected inflation rate. Fixed income securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than securities with shorter durations. Duration is useful primarily as a measure of the sensitivity of a fixed income’s market price to interest rate (i.e. yield) movements.

If a Fund invests directly in foreign currencies or in securities that trade in, and receive revenues in, foreign currencies, or in derivatives that provide exposure to foreign currencies, it will be subject to the risk that those currencies will decline in value relative to the base currency of the Fund, or, in the case of hedging positions, that the Fund’s base currency will decline in value relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. As a result, a Fund’s investments in foreign currency denominated securities may reduce the returns of the Fund.

The market values of equities, such as common stocks and preferred stocks, or equity related investments such as futures and options, may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment. Market values may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities and equity related investments generally have greater market price volatility than fixed income securities.

A Fund’s investments in commodity-linked derivative instruments may subject the Fund to greater market price volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

Credit and Counterparty Risks — A Fund will be exposed to credit risk on parties with whom it trades and will also bear the risk of settlement default. A Fund minimizes concentrations of credit risk by undertaking transactions with a large number of customers and counterparties on recognized and reputable exchanges. A Fund could lose money if the issuer or guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement or a loan of portfolio securities, is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in credit ratings.

Similar to credit risk, a Fund may be exposed to counterparty risk, or the risk that an institution or other entity with which the Fund has unsettled or open transactions will default. Financial assets, which potentially expose a Fund to counterparty risk,

284

consist principally of cash due from counterparties and investments. The investment advisers minimize counterparty risks to the Funds by performing extensive reviews of each counterparty and obtaining approval from the Counterparty Risk Committee prior to entering into transactions with a third party. All transactions in listed securities are settled/paid for upon delivery using approved counterparties. The risk of default is considered minimal, as delivery of securities sold is only made once a Fund has received payment. Payment is made on a purchase once the securities have been delivered by the counterparty. The trade will fail if either party fails to meet its obligation.

The Low-Duration Bond Fund, Medium-Duration Bond Fund and International Equity Fund are parties to ISDA (International Swap and Derivatives Association, Inc.) Master Agreements (“Master Agreements”) with certain counterparties that govern over the counter derivative and foreign exchange contracts entered into from time to time. The Master Agreements may contain provisions regarding, among other things, the parties’ general obligations, representations, agreements, collateral requirements, events of default and early termination. With respect to certain counterparties, in accordance with the terms of the Master Agreements, collateral posted to the Funds is held in a segregated account and with respect to those amounts which can be repledged, are presented in the Fund’s Schedule of Investments or Statements of Assets and Liabilities. Cash collateral posted to the Funds which can not be repledged totaled $1,660,000, $1,585,000 and $3,820,018 in the Low-Duration Bond Fund, Medium-Duration Bond Fund and International Equity Fund, respectively, at December 31, 2012. Collateral can also be in the form of debt securities, equities or other securities as agreed to by the Fund and the applicable counterparty. Collateral requirements are determined based on the Fund’s net position with each counterparty. Securities pledged as collateral are designated in the Fund’s Schedule of Investments, as applicable.

10. NEW ACCOUNTING PRONOUNCEMENTS

In December 2011, FASB issued Accounting Standards Update (“ASU”) No. 2011-11 “Disclosures about Offsetting Assets and Liabilities.” ASU No. 2011-11 changes requires an entity to make additional disclosures about offsetting assets and liabilities and related arrangements. The new guidance seeks to enhance disclosures by requiring improved information about financial instruments and derivatives instruments that are either (1) offset in according with GAAP or (2) subject to enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with GAAP. The objective of this information is to enable users of an entity’s financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position, including the effect or potential effect of rights of netting associated with certain financial instruments and derivative instruments in the scope of the update. The ASU is effective for annual periods beginning on or after January 1, 2013 and interim periods within those fiscal periods. At this time, management is evaluating the implications of ASU No. 2011-11, and its impact on the financial statements has not been determined.

11. SUBSEQUENT EVENTS

Subsequent events have been evaluated through the date that the financial statements were available to be issued. All subsequent events determined to be relevant and material to the financial statements have been appropriately recorded or disclosed.

285

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and

Shareholders of GuideStone Funds:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of MyDestination 2005 Fund, MyDestination 2015 Fund, MyDestination 2025 Fund, MyDestination 2035 Fund, MyDestination 2045 Fund, MyDestination 2055 Fund, Conservative Allocation Fund, Balanced Allocation Fund, Growth Allocation Fund, Aggressive Allocation Fund, Conservative Allocation Fund I, Balanced Allocation Fund I, Growth Allocation Fund I, Aggressive Allocation Fund I, Money Market Fund, Low-Duration Bond Fund, Medium-Duration Bond Fund, Extended-Duration Bond Fund, Inflation Protected Bond Fund, Global Bond Fund, Defensive Market Strategies Fund, Equity Index Fund, Real Estate Securities Fund, Value Equity Fund, Growth Equity Fund, Small Cap Equity Fund, and International Equity Fund (constituting GuideStone Funds, hereafter referred to as the “Trust”) at December 31, 2012, the results of each of their operations, the changes in each of their net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Trust’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2012 by correspondence with the custodian, brokers and transfer agent of the investee funds, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 28, 2013

286

NOTICE TO SHAREHOLDERS (Unaudited)

Each Fund is required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise its shareholders of the federal tax status of distributions received by each Fund’s shareholders. During the year ended December 31, 2012, the Funds hereby designate the following dividends and distributions paid by each of the Funds:

Fund	Ordinary Income		Long-Term Capital Gain		Return of Capital
MyDestination 2005	$	1,578,267	$	—	$	—
MyDestination 2015		7,838,073		—		—
MyDestination 2025		7,215,597		—		—
MyDestination 2035		2,242,099		879,202		—
MyDestination 2045		1,379,906		660,432		—
MyDestination 2055		118,877		—		—
Conservative Allocation		5,840,997		688,186		—
Balanced Allocation		25,943,077		13,284,081		—
Growth Allocation		12,093,852		5,913,471		—
Aggressive Allocation		7,350,220		9,829,880		—
Conservative Allocation I		2,141,071		—		—
Balanced Allocation I		13,614,253		—		—
Growth Allocation I		5,883,636		—		—
Aggressive Allocation I		2,288,303		—		—
Money Market		256,904		—		—
Low-Duration Bond		14,200,533		430,869		—
Medium-Duration Bond		36,230,589		—		—
Extended-Duration Bond		25,350,803		8,562,989		—
Inflation Protected Bond		7,052,735		2,263,673		—
Global Bond		10,523,011		—		—
Defensive Market Strategies		14,722,792		2,364,615		—
Equity Index		5,289,625		2,667,155		—
Real Estate Securities		2,553,245		—		—
Value Equity		19,346,383		—		—
Growth Equity		2,148,451		95,278,551		—
Small Cap Equity		3,052,762		22,280,774		—
International Equity		22,469,818		—		—

Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes. Long-term capital gain distributions are taxable as capital gain dividends.

287

NOTICE TO SHAREHOLDERS (Continued)

The following percentages of ordinary income dividends paid for the year ended December 31, 2012, have been designated as qualified for the reduced tax rate under The Job and Growth Tax Relief Reconciliation Act of 2003.

Fund
MyDestination 2005	19.99	%
MyDestination 2015	26.03	%
MyDestination 2025	35.19	%
MyDestination 2035	60.62	%
MyDestination 2045	72.05	%
MyDestination 2055	36.04	%
Conservative Allocation	15.10	%
Balanced Allocation	24.16	%
Growth Allocation	50.82	%
Aggressive Allocation	93.87	%
Conservative Allocation I	16.91	%
Balanced Allocation I	22.73	%
Growth Allocation I	51.50	%
Aggressive Allocation I	100.00	%
Defensive Market Strategies	37.56	%
Equity Index	81.33	%
Value Equity	100.00	%
Growth Equity	100.00	%
Small Cap Equity	100.00	%
International Equity	100.00	%

All above designations are based on financial information available as of the date of this annual report, and accordingly, are subject to change. It is the intention of the Funds to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder. Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Funds.

288

FUND MANAGEMENT (Unaudited)

Information pertaining to the Trustees and officers of the Trust is set forth below. The statement of additional information (SAI) includes additional information about the Trustees and is available without charge, upon request, by calling 1-888-98-GUIDE (1-888-984-8433).

Name, (DOB),Address and Position(s) with Trust	Term of Office     and Length of Time Served1	Principal Occupation(s) During Past 5 Years	Number of   Portfolios in Fund Complex Overseen by Trustee	Other Trusteeships/ Directorships Held by Trusteee
DISINTERESTED TRUSTEES2
Michael R. Buster (1957) 2401 Cedar Springs Road Dallas, TX 75201-1407 Trustee	Since 2002	Executive Pastor, Prestonwood Baptist Church, 1989 - present.	27	Ouachita Baptist University - Board of Trustees Member
Peter L. Chamberlain, Ph.D. (1951) 2401 Cedar Springs Road Dallas, TX 75201-1407 Trustee	Since 2008	Chief Executive Officer, B.R. Chamberlain Foundation, June 2011 – present; Investment Advisor, BRC Management, June 2011 – present; Retired - Senior Financial Analyst, Summit Wealth Management, Inc., 2007 - 2010; President, B.R. Chamberlain & Sons, Inc., 1990 - 2006 Registered Investment Adviser.	27	First Baptist Church of Orlando — Board of Trustees Member and Strategy Team; Rollins College Board of Overseers/Corporate Council — Member; The B.R. Chamberlain Foundation for Public Entertainment — President
Carson L. Eddy (1943) 2401 Cedar Springs Road Dallas, TX 75201-1407 Trustee	Since 2011	Partner in Charge (Orlando office), Carr, Riggs & Ingram, LLC, 2007 - present – Certified Public Accountants; President, Quantum Consulting Group LLC, 2000 - present; Managing Partner, Cuthill & Eddy LLC, 1993 - 2007 - Certified Public Accountants.	27	N/A
William Craig George (1958) 2401 Cedar Springs Road Dallas, TX 75201-1407 Trustee	Since 2004	Chief Credit Officer, CapStone Bank, 2011 - present; Executive Vice President/ Regional Credit Officer, SunTrust Bank, 1995 - 2011.	27	N/A
Grady R. Hazel (1947) 2401 Cedar Springs Road Dallas, TX 75201-1407 Trustee	Since 2011	G400 Field Representative, American Institute of Certified Public Accountants, 2012 - present; Executive Director, Society of Louisiana CPAs, 1995 - 2012.	27	Neighbors Federal Credit Union — Board of Directors Member and Chairman of Audit Committee; Stonetrust Commercial Insurance Company — Board of Directors Member and Member of Audit Committee
Joseph A. Mack (1939) 2401 Cedar Springs Road Dallas, TX 75201-1407 Trustee	Since 2002	Retired - Director, Office of Public Policy, South Carolina Baptist Convention, 1999 - 2010.	27	N/A
Franklin R. Morgan (1943) 2401 Cedar Springs Road Dallas, TX 75201-1407 Trustee	Since 2005	Retired - Senior Vice President, Director of International Administration, Prudential Securities, Inc., January 1962 - May 2003.	27	N/A
William T. Patterson (1939) 2401 Cedar Springs Road Dallas, TX 75201-1407 Trustee	Since 2009	Managing Partner, Patterson Capital, LLC, October 2007 – present; Senior Vice President, Wachovia Securities LLC, July 2003 – January 2007; Senior Vice President, Prudential Financial Inc., October 2000 – July 2003.	27	Therizo Capital Management — Director and Chairman of Audit Committee

289

FUND MANAGEMENT (Continued)

Name, (DOB), Address and Position(s) with Trust	Term of Office and Length of Time Served1	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Trusteeships/ Directorships Held by Trusteee
INTERESTED TRUSTEES2,3
Thomas G. Evans (1961) 2401 Cedar Springs Road Dallas, TX 75201-1407 Trustee	Since 2012	President and Owner, Encompass Financial Services, Inc., 1984 – present, President and Owner, Custom Land Management, LLC, 1984 – present; Manager, Private Partners Opportunity Fund, LLC, 2011 – present.	27	GuideStone Financial Resources – Board of Trustees Member, June 2010 – present; Baptist Foundation of Oklahoma, Board of Directors Member and Chairman, 2004 – present; Pioneer Spirit Foundation – Board of Trustees Member, 1993 – present; GuideStone Capital Management, Board of Directors Member, July 2011 – July 2012
James W. Hixson (1931) 2401 Cedar Springs Road Dallas, TX 75201-1407 Trustee	Since 2010	Retired	27	GuideStone Financial Resources – Board of Trustees Member, June 2008 – present; GuideStone Advisors – Board of Directors Member, July 2008 – present; GuideStone Financial Services – Board of Directors Member, July 2008 – present
OFFICERS WHO ARE NOT TRUSTEES4
Ron W. Bass (1966) 2401 Cedar Springs Road Dallas, TX 75201-1407 Chief Compliance Officer and AML Officer.	Since 2009	Director of Broker/Dealer and RIA Compliance, GuideStone Financial Resources, June 2009 – present; Manager of Broker/Dealer and RIA Compliance, GuideStone Financial Resources, 2008 – May 2009; Marketing Compliance Manager, GuideStone Financial Resources, 2005 - present; Compliance Specialist, GuideStone Financial Resources, 2004 - 2005.	N/A	N/A
Jeffrey P. Billinger (1946) 2401 Cedar Springs Road Dallas, TX 75201-1407 Vice President and Treasurer	Since 2000	Executive Officer and Treasurer, GuideStone Financial Resources, 1995 - present.	N/A	N/A
Rodric E. Cummins (1957) 2401 Cedar Springs Road Dallas, TX 75201-1407 Vice President and Investment Officer	Since 2000	Executive Officer and Chief Investment Officer, GuideStone Financial Resources, 1998 - present.	N/A	N/A
John R. Jones (1953) 2401 Cedar Springs Road Dallas, TX 75201-1407 President	Since 2000	Executive Vice President and Chief Operating Officer, GuideStone Financial Resources, 1995 - present.	N/A	N/A
Rodney R. Miller (1953) 2401 Cedar Springs Road Dallas, TX 75201-1407 Vice President, Secretary and Chief Legal Officer	Since 2000	General Counsel, Legal and Compliance, GuideStone Financial Resources, 1995 - present.	N/A	N/A
Patricia A. Weiland (1959) 2401 Cedar Springs Road Dallas, TX 75201-1407 Vice President - Fund Operations and Sales	Since 2000	Executive Officer, Financial Solutions and Services, GuideStone Financial Resources, 2006 - present; Director, Mutual Funds, GuideStone Financial Resources, 2000 - 2006.	N/A	N/A

    ¹  Each Independent Trustee serves until his or her resignation, removal or mandatory retirement. Each Interested Trustee serves until his or her resignation, removal or mandatory retirement or until he or she ceases to be a member of the board of trustees of GuideStone Financial Resources. All Trustees must retire after reaching the age of seventy-seven years or after achieving ten years of service, whichever occurs last. Officers serve at the pleasure of the Board of Trustees.

    ²  The Trust pays no compensation to the Trustees. The Trust reimburses the Trustees for any expenses incurred in attending meetings. The Trust does not compensate the officers for the services they provide to the Funds.

    ³  Messrs. Evans and Hixson are “interested persons” of the Trust as the term is defined in the Investment Company Act of 1940, due to their positions on the Board of Trustees of GuideStone Financial Resources.

    ⁴  The executive officers of the Trust may be deemed to be affiliates of the Adviser due to their positions with the Adviser and/or GuideStone Financial Resources.

290

PROXY VOTING

A description of the policies and procedures that GuideStone Funds uses to determine how to vote proxies relating to their portfolio securities as well as information regarding how GuideStone Funds voted proxies during the most recent 12-month period ended June 30 is available without charge by calling 1-888-98-GUIDE (1-888-984-8433), by visiting our website at www.GuideStoneFunds.org or by visiting the SEC’s website at www.sec.gov.

FORM N-MFP

Beginning December 2009, the GuideStone Money Market Fund began filing Form N-MFP with the SEC. Form N-MFP is filed on a monthly basis by money market mutual funds and includes detailed information about a money market fund’s investments and the market-based price of its portfolio known as its “shadow NAV” or mark-to-market valuation. The portfolio holdings information is posted on our website, www.GuideStoneFunds.org within five business days after the end of the month. Form N-MFP is made available online with a 60-day delay at www.sec.gov.

QUARTERLY SCHEDULES OF INVESTMENTS

In addition to the semi-annual and annual reports that GuideStone Funds delivers to shareholders and makes available through its website, GuideStone Funds files a complete schedule of portfolio holdings with the SEC for each Fund’s first and third fiscal quarters on Form N-Q. GuideStone Funds does not deliver the schedule for the first and third fiscal quarters to shareholders; however, the schedule is posted to our website, www.GuideStoneFunds.org. You may also obtain the Form N-Q filings by accessing the SEC’s website at www.sec.gov or copy them at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at (800) 732-0330. You can also request copies of this information, upon payment of a fee for duplication, at the SEC’s email address (publicinfo@sec.gov) or by writing the Public Reference section of the SEC, Washington, DC 20549-0102.

291

BOARD REVIEW OF ADVISORY AGREEMENT AND SUB-ADVISORY AGREEMENTS (Unaudited)

As required by the Investment Company Act of 1940, as amended (the “1940 Act”), the Board of Trustees (the “Board”) of GuideStone Funds (the “Trust”), including all of the Trustees who are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustees”), recently considered the renewal of (i) the investment advisory agreement between GuideStone Capital Management (the “Adviser” or “GSCM”) and the Trust on behalf of the Date Target, Asset Allocation and Select Funds (each a “Fund” and together, the “Funds”) of the Trust (the “Advisory Agreement”); (ii) the sub-advisory agreements among the Adviser, each sub-adviser and the Trust on behalf of each Select Fund; and (iii) the sub-advisory agreement among the Adviser, The Clifton Group Investment Management Company (“Clifton”) and the Trust on behalf of each Fund participating in the cash overlay program (“Cash Overlay Program”) (Items ii and iii are referred to collectively as the “Sub-Advisory Agreements”). The Advisory Agreement and the Sub-Advisory Agreements presented for renewal (collectively, the “Agreements”) were approved for an additional one-year term at a meeting of the Board held on September 13, 2012. The Board’s decision to approve the Agreements reflects the exercise of its business judgment to continue each existing arrangement. In approving the Agreements, the Board considered information provided by the Adviser, each applicable sub-adviser and a consulting firm engaged by the Adviser with the assistance and advice of counsel to the Independent Trustees and counsel to the Trust. The following matters were not subject to annual renewal at the September 13, 2012 Board meeting: (i) the Clifton sub-advisory agreement with respect to the Cash Overlay Program for the MyDestination 2055 Fund; (ii) the Barrow, Hanley, Mewhinney & Strauss, LLC sub-advisory agreement with respect to the GuideStone Funds International Equity Fund (“International Equity Fund”); (iii) the AQR Capital Management, LLC sub-advisory agreement with respect to the International Equity Fund emerging markets equity strategy investment mandate; and (iv) the advisory agreement with GSCM on behalf of the MyDestination 2055 Fund.

The Board’s consideration of various factors and its conclusions with respect to such factors formed the basis for the Board’s determination to continue the Agreements. The factors considered by the Board included, but were not limited to: (i) the resources of the Adviser or sub-adviser; (ii) the experience and expertise of the Adviser or sub-adviser; (iii) the financial capabilities of the Adviser or sub-adviser; (iv) the compliance procedures and history of the Adviser or sub-adviser; (v) the performance of the Fund or portfolio account in comparison to relevant benchmarks, similarly managed funds and the Adviser’s or sub-adviser’s other clients; (vi) the costs of the services to be provided by the Adviser or sub-adviser; (vii) the amount of the contractual advisory fee in comparison to similarly managed funds and the Adviser’s or sub-adviser’s other clients and the effect of any fee waiver and expense reimbursement arrangement; (viii) the total expenses of the Fund in comparison to similarly managed funds and the use of past and anticipated expense caps; (ix) the profitability of the Adviser or sub-adviser with respect to the Fund or portfolio account and its overall business as well as the effect of fee waivers and expense caps on profitability; (x) the extent of any economies of scale and whether the fee structure reflects such economies of scale through breakpoints; (xi) the existence of any collateral benefits realized by the Adviser or sub-adviser; and (xii) the existence of any collateral benefits realized by the Fund. In its decision to renew the Agreements, the Board was also mindful of the potential disruptions of the Trust’s operations and various risks, uncertainties and other effects that could occur as a result of a decision to terminate or not renew an Agreement. The Board also evaluated whether the approval of an Agreement is in the best interests of each Fund and its shareholders. No one factor was determinative in the Board’s consideration of the Agreements.

The Board undertook a review of the terms of the Agreements and the nature, extent and quality of the services provided by the Adviser and each applicable sub-adviser. The Board conducted its analysis on a fund-by-fund basis with respect to the Adviser and each applicable sub-adviser. The Adviser provided the Board with substantial detailed information in the form of reports about each Date Target Fund, Asset Allocation Fund, Select Fund, applicable sub-advisory firm and the Adviser prior to and during the meeting, which addressed the factors listed previously. The Adviser also provided additional information about the Adviser and each sub-adviser in presentations made during the meeting and responded to questions from the Trustees. In addition, the Independent Trustees met separately in executive session with counsel to the Independent Trustees to discuss and consider information presented in connection with the continuation of the Agreements as well as the Trustees’ responsibilities and duties in approving the Agreements.

292

BOARD APPROVAL OF CONTINUATION OF ADVISORY AGREEMENT WITH GSCM

In considering the renewal of the existing Advisory Agreement with GSCM, the Board took into account all the materials provided prior to and during the meeting, the presentations made during the meeting and the comprehensive discussions during the meeting, including the discussions between the Independent Trustees and their independent legal counsel during the executive session. More specifically, the Board examined the nature, extent and quality of the services to be provided by the Adviser to the Funds. The Board evaluated the Adviser’s experience in serving as an investment adviser, including overseeing and managing the allocation of each Fund’s assets among the sub-advisers. The Board considered the experience of key personnel at the Adviser in providing investment management and administrative services and the systems used by such persons and the ability of the Adviser to attract and retain capable personnel. The Board considered the reputation, compliance history, compliance program and financial condition of the Adviser. The Board also considered the terms of the Advisory Agreement and the responsibilities that the Adviser has as investment adviser to the Funds, including oversight of sub-adviser compliance with each Fund’s policies and objectives, oversight of general Fund compliance, including compliance with social restrictions and the implementation of Board directives as they relate to the Funds. The Board concluded that each Fund is likely to benefit from the extent and quality of these services as a result of the Adviser’s experience, personnel, operations and resources. In their deliberations, the Board members did not identify any particular information that was all-important or controlling, and each Trustee may have attributed different weights to the various factors deliberated upon, among others.

The Board also reviewed a memorandum prepared by a consulting firm engaged by the Adviser for, among other things, supplying research on expense comparisons and investment performance of other similar funds. The memorandum compared each Date Target, Asset Allocation and Select Fund with other funds having the same investment style or objective, and compared the share class of each Fund with other funds in the same distribution channel. The Board analyzed the comparative expense information for each Fund and the performance information for each Select Fund in the memorandum, including comparative expense information for each Fund based on a sampling of funds similar in asset size. The Board considered the comparative fee and expense information that had been provided in its evaluation of the management fees charged to each Fund. The Board evaluated the annualized performance results comparing the Select Funds against their peers.

The Board examined fee and expense information for the Select Funds, as compared to other funds in the Funds’ asset-stratified peer groups for the GS4 Class as of June 30, 2012. The Board determined that the management fees (combined advisory and sub-advisory fees) net of any fee waiver or expense reimbursement, for each Select Fund were the same or lower than the median management fees for other mutual funds in the Fund’s asset-stratified peer group, except for the Medium-Duration Bond, Defensive Market Strategies, Equity Index, Value Equity, Growth Equity, Small Cap Equity and International Equity Funds. The Board took into account that the management fees, net of any fee waiver or expense reimbursement, for the Extended-Duration Bond, Inflation Protected Bond and Real Estate Securities Funds ranked in the second quartile, and the Money Market Fund, Low-Duration Bond and Global Bond Funds ranked in the first quartile among similar funds at similar asset levels. The Board also considered that the management fees, net of any fee waiver or expense reimbursement, for the Medium-Duration Bond, Equity Index and Value Equity Funds ranked in the third quartile and for the Defensive Market Strategies, Growth Equity, Small Cap Equity and International Equity Funds ranked in the fourth quartile, among similar funds at similar asset levels. The Board also evaluated the total expense ratios for other funds in the Funds’ asset-stratified peer groups and determined that each Fund’s total expense ratio, with the exception of the Money Market and Defensive Market Strategies Funds, was lower than the median total expense ratio for such other funds. The Board took into account that the total expense ratios for the Money Market and Defensive Market Strategies Funds ranked in the fourth quartile, among similar funds at similar asset levels.

The Board also examined fee and expense information for the Select Funds, as compared to other funds in the peer groups for the GS2 Class as of June 30, 2012. The Board determined that the management fees, net of any fee waiver or expense reimbursement, for each Select Fund were the same or lower than the median management fees for other mutual funds in each Fund’s peer group, except for the Money Market, Medium-Duration Bond, Defensive Market Strategies, Equity Index, Growth Equity, Small Cap Equity and International Equity Funds. The Board noted that the management fees, net of any fee waiver or expense reimbursement, for the Low-Duration Bond, Extended-Duration Bond and Value Equity Funds ranked in the second quartile; the Money Market, Medium-Duration Bond, Equity Index and Small Cap Equity Funds ranked in the third quartile; and the Defensive Market Strategies, Growth Equity and International Equity Funds ranked in the fourth quartile, among similar

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funds. The Board also evaluated the total expense ratios for other funds in the Funds’ peer groups and determined that each Fund’s total expense ratio was the same as, or lower than, the median total expense ratio for such other funds, except for the Money Market, Defensive Market Strategies, Equity Index and Small Cap Equity Funds. The Board took into account that the total expense ratios for the Money Market, Equity Index and Small Cap Equity Funds ranked in the third quartile and the Defensive Market Strategies Fund ranked in the fourth quartile.

The Board also examined fee and expense information for the Date Target Funds and the Asset Allocation Funds, as compared to other funds in the Funds’ asset-stratified peer groups for the GS4 Class of the Date Target Funds and the GS2 and GS4 Classes of the Asset Allocation Funds as of June 30, 2012. The Board determined that the management fees, net of any fee waiver or expense reimbursement, for each Date Target Fund were higher than the median management fees for other mutual funds in each Fund’s asset-stratified peer group and that the total expense ratios for each Date Target Fund were lower than the median total expense ratio (top quartile) for such other funds. For the Asset Allocation Funds, the Board determined that the management fees, net of any fee waiver or expense reimbursement, for each Asset Allocation Fund for both the GS2 and GS4 Classes were higher than the median management fees for other mutual funds in each Fund’s asset-stratified peer group and that the total expense ratios for each Asset Allocation Fund for both the GS2 and GS4 Classes were lower than the median total expense ratio for such other funds. The Board concluded that the level of the management fees for each Select Fund, Date Target Fund and Asset Allocation Fund was reasonable and compared fairly to that of comparable mutual funds.

The Board examined the performance information for the GS4 Class of the Select Funds compared to the relevant benchmark and to Lipper peer rankings, specifically for the three-, five- and 10-year average annual total returns for the period ended June 30, 2012. The Board noted that the average annual total returns for the three-, five- and 10-year periods ended June 30, 2012, for the Extended-Duration Bond Fund ranked in the first quartile. For the period ended June 30, 2012, the Board noted that for the three-year average annual total returns the Global Bond, Equity Index, Value Equity, Growth Equity and Small Cap Equity Funds ranked in the first quartile; the Low-Duration Bond, Medium-Duration Bond, Real Estate Securities and International Equity Funds ranked in the second quartile; and the Money Market and Inflation Protected Bond Funds ranked in the third quartile. For the five-year average annual total return for the period ended June 30, 2012, the Board noted that the Low-Duration Bond, Medium-Duration Bond and Global Bond Fund ranked in the first quartile; the Money Market, Equity Index, Growth Equity, Small Cap Equity and International Equity Funds ranked in the second quartile; and the Real Estate Securities and Value Equity Funds ranked in the third quartile. For the 10-year average annual total return period ended June 30, 2012, the Board noted that the Medium-Duration Bond Fund ranked in the first quartile; the Low-Duration Bond, Equity Index, Real Estate Securities, Value Equity, Growth Equity and International Equity Funds ranked in the second quartile; and the Money Market and Small Cap Equity Funds ranked in the third quartile. The Board recognized the inception dates of the Global Bond Fund (2006) and Inflation Protected Bond Fund (2009), noting the 10-year average annual total return information for the Global Bond Fund and the five- and 10-year average annual total return information for the Inflation Protected Bond Fund was not available. In addition, the Board noted that the Defensive Market Strategies Fund had commenced operations in September 2011, and therefore, no performance or comparison data was available.

The Board examined the performance information for the GS4 Class of each Asset Allocation Fund compared to the relevant benchmark and to Lipper peer rankings for the three-, five- and 10-year periods ended June 30, 2012, and for the Date Target Funds for the three- and five-year periods ended June 30, 2012. The Board noted that the Conservative Allocation Fund ranked in the fourth quartile among Lipper peers for the three-year period and the third quartile for the five- and 10-year periods ended June 30, 2012; the Balanced Allocation Fund ranked in the second quartile among Lipper peers for the three- and 10-year periods and the first quartile for the five-year period ended June 30, 2012; and the Growth Allocation Fund ranked in the second quartile among Lipper peers for the three- and 10-year periods and the third quartile for the five-year period ended June 30, 2012; and the Aggressive Allocation Fund ranked in the first quartile among Lipper peers for the three-year period, second quartile for the five-year period and third quartile for the 10-year period ended June 30, 2012. The Board also noted that the MyDestination 2015, 2025, 2035 and 2045 Funds each ranked in the first quartile among Lipper peers for the three-year period ended June 30, 2012, while the MyDestination 2005 Fund ranked in the second quartile among Lipper peers for the same period. Among Lipper peers for the five-year period ended June 30, 2012, the Board noted that the MyDestination 2005 Fund ranked in the first quartile; the MyDestination 2015 and 2025 Funds ranked in the second quartile; and the MyDestination 2035

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and 2045 Funds ranked in the third quartile. In addition, the Board noted that the MyDestination 2055 Fund had commenced operations in January 2012, and therefore, no performance or comparison data was available.

The Board considered the costs to GSCM of serving as the Adviser to the Funds, including the costs associated with the personnel, systems and equipment necessary to manage the Funds in accordance with the existing Advisory Agreement. The Board considered the anticipated revenues that GSCM expected to receive for serving as the Adviser to the Funds and the fact that any profit realized by the Adviser is forwarded to its affiliate GuideStone Financial Resources, which historically has operated at a deficit with respect to the Trust. The Board also considered the profitability estimates for the Adviser, first without taking into account sub-advisory fees, and second, taking into account sub-advisory fees. The Board then considered whether any direct or indirect collateral benefits inured to either the Adviser or the Trust as a result of their affiliation with one another. In light of these considerations, the Board concluded that any profits realized in connection with the Adviser’s services appeared reasonable.

The Board considered the extent to which the advisory fee to be paid to the Adviser reflected economies of scale. The Board noted that all of the Funds are subject to an expense cap. The Board also noted that the total expense ratios net of any fee waiver and expense reimbursement were below the median total expense ratio for other similar funds at the same asset levels for the GS4 Class, except for the Money Market and Defensive Market Strategies Funds. Based on their review, the Board concluded that each Fund’s advisory fee was reasonable.

Based on all of the information presented to the Board and its consideration of relevant factors, the Board concluded that the fee paid to the Adviser by each Fund was reasonable, and in the exercise of its business judgment, determined to approve the continuation of the Advisory Agreement for each Fund. The Board also determined that approval of the continuation of each Advisory Agreement is in the best interests of each Fund and its shareholders.

BOARD APPROVAL OF CONTINUATION OF SUB-ADVISORY AGREEMENTS FOR THE SELECT FUNDS AND THE FUNDS PARTICIPATING IN THE CASH OVERLAY PROGRAM

In considering the existing Sub-Advisory Agreements with each of the applicable sub-advisers, the Board took into account the materials provided prior to and during the meeting, the presentations made during the meeting and the extensive discussions during the meeting, including the discussions the Independent Trustees had during their executive session with their independent legal counsel. The Board also took into account the Investment Management Committee’s (the “Committee”) review of information related to the Trust’s sub-advisers, questions submitted by the Committee to Trust management regarding various sub-advisers, Trust management’s responses to those questions and recommendations made by the Committee. More specifically, the Board examined the nature, extent and quality of the services to be provided by the sub-advisers to the Select Funds, including the services to be provided by Clifton to each Fund participating in the Cash Overlay Program. The Board evaluated each sub-adviser’s experience in serving as a sub-adviser to the applicable Fund. The Board noted that each sub-adviser currently provides investment advice to various clients, including, in some cases, other pooled investment vehicles. The Board noted the experience of key personnel at each sub-adviser in providing investment management services and the systems used by such persons and the ability of each sub-adviser to attract and retain capable personnel. The Board noted the reputation, compliance history, compliance program and financial condition of each sub-adviser. The Board also noted the terms of the existing Sub-Advisory Agreements and the responsibilities that each sub-adviser has towards a Fund, including the responsibility of the day-to-day management of the investment portfolio of each Fund, compliance with each Fund’s policies and objectives and the implementation of Board directives as they relate to the Funds. The Board also noted that market conditions presented extraordinary challenges for active management. The Board concluded that each Fund is likely to benefit from the extent and quality of these services as a result of each sub-adviser’s experience, personnel, operations and resources. In their deliberations, the Board members did not identify any particular information that was all-important or controlling, and each Trustee may have attributed different weights to the various factors deliberated upon, among others.

The Board examined performance information for each segment of a Select Fund managed by a sub-adviser. The Board noted that, for many of the sub-advisers, the performance record of the segment of the Select Fund managed by the sub-adviser compared favorably to the relevant Fund’s benchmark, the composite performance for the sub-adviser’s clients (on a gross fee basis) and the peer universe of similarly managed funds for the period of time the sub-adviser performed advisory services on behalf of the Select Fund. In cases where the sub-adviser’s performance lagged behind the Fund’s benchmark, the Board also

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considered more recent investment performance, performance measured against other relevant benchmarks and any reductions in the sub-advisory fee.

The Board also noted that, in certain cases, market trends due to the economic downturn have contributed to the underperformance of some of the sub-advisers. The Board concluded that, although past performance is no guarantee of future performance, the performance of each Select Fund was satisfactory and the Select Funds, as well as the Funds participating in the Cash Overlay Program, were likely to benefit from each sub-adviser continuing to serve as sub-adviser to the Trust’s Funds.

The Board also examined the fee schedule for each sub-adviser, noting how the fee levels charged to the Trust compared with available information about fees charged by the sub-advisers to their other similarly situated clients, which in many cases include separately managed accounts, as well as how the sub-adviser fee levels for each Select Fund compared to the median sub-advisory fee for the peer universe of similarly managed funds.

The Board also took into account the profitability and the financial capability of each sub-adviser in light of information presented at the meeting. In light of these considerations, the Board concluded that the profits realized by each sub-adviser who completed a profitability questionnaire appeared reasonable. For those sub-advisers that did not provide profitability information, the Board relied upon other relevant information, particularly the independent negotiation of the fee schedules, the level of the fees and the sub-adviser’s performance history. The Board noted that, based on the Adviser’s representations, the financial statements of the sub-advisers did not appear to raise any concerns regarding the financial capability of those sub-advisers. The Board also considered the Adviser’s representations in the materials prepared for this meeting that to its knowledge no sub-adviser experienced any material change in its financial condition since the date of its most recent audited financial statements.

The Board considered the extent to which sub-adviser fees to be paid to each sub-adviser reflected economies of scale. The Board noted that each sub-adviser’s fee schedule either reflected economies of scale by reducing the fee on assets in excess of certain stated breakpoints or the fee level negotiated was below or on par with the standard fee level for the sub-adviser.

In evaluating the benefits that are expected to accrue to each sub-adviser through its relationship as sub-adviser to a Select Fund, the Board noted that certain sub-advisers allocate portfolio brokerage to affiliated broker-dealers that receive commissions from the execution of Fund trades. The Board also noted that certain sub-advisers expect to benefit from “soft dollar” arrangements by which brokers will provide research and other services to the sub-adviser in exchange for commissions on trades of the portfolio securities of the Select Fund. The Board considered whether any direct or indirect collateral benefits inured to the Trust as a result of its affiliation with each sub-adviser.

Based on all of the information presented to the Board and its consideration of relevant factors, the Board, in the exercise of its reasonable business judgment, determined to approve the continuation of each Sub-Advisory Agreement. The Board also determined that approval of the continuation of each Sub-Advisory Agreement is in the best interests of each Select Fund and each Fund participating in the Cash Overlay Program and their respective shareholders.

BOARD REVIEW OF NEW SUB-ADVISORY AGREEMENT FOR THE VALUE EQUITY FUND

As required by the 1940 Act, the Board of the Trust, including all of the Independent Trustees, considered the approval of a new sub-advisory agreement among the Adviser, TCW Investment Management Company (“TCW”) and the Trust on behalf of the GuideStone Funds Value Equity Fund (“Value Equity Fund”). The Board approved a new sub-advisory agreement with TCW (the “New Sub-Advisory Agreement”) at an in-person meeting of the Board held on November 8, 2012, which will be entered into effective upon the change of control of TCW.

The Board’s consideration of various factors and its conclusions with respect to such factors formed the basis for the Board’s determination to approve the New Sub-Advisory Agreement. The factors considered by the Board included, but were not limited to: (i) the changes, if any, in fees, services or other terms of the New Sub-Advisory Agreement; (ii) TCW’s corporate structure after the transaction causing the assignment of the sub-advisory agreement and any potential effects on the ability of TCW to provide services to the Value Equity Fund; (iii) any changes to TCW’s personnel, systems or policies arising from the transaction; and (iv) any other possible effects of the transaction on the operations of TCW or the services it provides to the Value Equity Fund.

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TCW provided the Board with a memorandum summarizing the details of the change of control prior to the meeting which addressed most, if not all, of the critical aspects of the transaction.

The Independent Trustees consulted with counsel to the Independent Trustees and Trust counsel to discuss and consider the information presented in connection with the change of control and the approval of the New Sub-Advisory Agreement, including the Board’s responsibilities and duties in approving the agreement.

The Board’s decision to approve the New Sub-Advisory Agreement reflects the exercise of its business judgment to enter into new or amended sub-advisory arrangements. In approving the New Sub-Advisory Agreement, the Board considered information provided by the Adviser and the relevant parties to the change of control with the assistance and advice of counsel to the Independent Trustees and counsel to the Trust.

The Board’s consideration of various factors and its conclusions with respect to such factors formed the basis for the Board’s determination to approve the New Sub-Advisory Agreement. The factors considered by the Board included, but were not limited to: (i) the resources of the sub-adviser; (ii) the experience and expertise of the sub-adviser; (iii) the financial capability of the sub-adviser; (iv) the compliance procedures and history of the sub-adviser; (v) the performance of similarly managed funds and accounts in comparison to relevant benchmarks for the Value Equity Fund; (vi) the costs of the services to be provided by the sub-adviser; (vii) the amount of the contractual sub-advisory fee in comparison to similarly managed funds and any available information for the sub-adviser’s other similarly situated clients and the effect of any fee waiver and expense reimbursement arrangement; (viii) the total expenses of the Value Equity Fund in comparison to similarly managed funds and the use of any anticipated expense caps; (ix) to the extent available, the anticipated profitability of the sub-adviser with respect to the Value Equity Fund and its overall business; (x) the extent of any economies of scale and whether the fee structure reflects such economies of scale; (xi) the existence of any collateral benefits to be realized by the sub-adviser; and (xii) the existence of any collateral benefits to be realized by the Value Equity Fund. The Board evaluated the material aspects of the change of control and considered whether the approval of the New Sub-Advisory Agreement is in the best interests of the Value Equity Fund and its shareholders. No one factor was determinative in the Board’s consideration of the New Sub-Advisory Agreement.

The Independent Trustees met separately in executive session with counsel to the Independent Trustees to discuss and consider the information presented in connection with the change of control and the approval of the New Sub-Advisory Agreement, including the Board’s responsibilities and duties in approving the new agreement.

BOARD APPROVAL OF NEW SUB-ADVISORY AGREEMENT FOR THE VALUE EQUITY FUND

In considering the approval of the New Sub-Advisory Agreement, the Board took into account the materials provided prior to and during the meeting, the presentations made during the meeting and the extensive discussions during the meeting, including the discussions the Independent Trustees had during their executive session with independent legal counsel. The Board considered its responsibilities with respect to reviewing and approving the terms of the New Sub-Advisory Agreement, the investment management team at TCW, the reasonableness of the sub-advisory fees, the material aspects of the change of control and whether the appointment of TCW would be in the best interests of the shareholders of the Value Equity Fund. The Board reviewed the above factors in evaluating whether to approve the New Sub-Advisory Agreement and the materials provided to support each factor.

The Board considered the reputation, compliance history, compliance program and financial condition of TCW. The Board also considered the experience of key personnel at TCW in providing investment management services to the Value Equity Fund, the systems and resources used by such persons to implement and manage the strategy and the ability of the sub-adviser to attract and retain capable personnel. The Board also noted the terms of the New Sub-Advisory Agreement and the responsibilities that TCW has to the Value Equity Fund, including the responsibility of day-to-day management and compliance with the Value Equity Fund’s investment objective and policies. The Board concluded that the Value Equity Fund is likely to benefit from the nature, extent and quality of the services with respect to TCW’s experience, personnel, operations and resources.

In considering the approval of the New Sub-Advisory Agreement, the Board examined the nature, extent and quality of the services to be provided by TCW on behalf of the Value Equity Fund. The Board noted the terms of the New Sub-Advisory Agreement and the responsibilities of TCW, including oversight of general fund compliance and compliance with the Trust’s social restrictions. The Board noted that TCW has been a sub-adviser to the Value Equity Fund since June 2006, and took into

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account that the New Sub-Advisory Agreement was identical in all material respects to the prior agreement, including compensation. The Board considered the Adviser’s assessment of TCW’s financial condition. The Board noted that the Adviser, after reviewing certain financial information provided by TCW regarding the change of control, felt comfortable that TCW was financially sound.

Based on all the information presented to the Board and its consideration of relevant factors, the Board, in the exercise of its reasonable business judgment, concluded that the Value Equity Fund is likely to benefit from the extent and quality of TCW’s services, and the Board determined to approve the New Sub-Advisory Agreement effective upon the change of control of TCW. The Board also determined that approval of the New Sub-Advisory Agreement is in the best interests of the Value Equity Fund and its shareholders.

BOARD REVIEW OF INTERIM SUB-ADVISORY AGREEMENTS FOR THE INTERNATIONAL EQUITY FUND AND THE FUNDS PARTICIPATING IN THE CASH OVERLAY PROGRAM

As required by the 1940 Act, the Board of the Trust, including all of the Independent Trustees, considered the approval of two interim sub-advisory agreements (“Interim Sub-Advisory Agreements”) among the Adviser, The Clifton Group, a division of Parametric Portfolio Associates LLC (“Parametric”), (“The Clifton Group”) and the Trust on behalf of the International Equity Fund and the Funds participating in the Cash Overlay Program. At a meeting of the Board held on December 18, 2012, the Board approved the two Interim Sub-Advisory Agreements with The Clifton Group to take effect immediately upon the change of control of Clifton. The Interim Sub-Advisory Agreements were entered into effective December 31, 2012, and will be in effect for a maximum period of 150 days.

The Board’s consideration of various factors and its conclusions with respect to such factors formed the basis for the Board’s determination to approve the two Interim Sub-Advisory Agreements. The factors considered by the Board included, but were not limited to: (i) the changes, if any, in fees, services or other terms of the Interim Sub-Advisory Agreements; (ii) The Clifton Group’s corporate structure after the transaction causing the assignment of the sub-advisory agreements and any potential effects on the ability of The Clifton Group to provide services to the International Equity Fund and the Funds participating in the Cash Overlay Program; (iii) any changes to The Clifton Group’s personnel, systems or policies arising from the transaction; and (iv) any other possible effects of the transaction on the operations of The Clifton Group or the services it provides to the International Equity Fund and the Funds participating in the Cash Overlay Program.

The Clifton Group provided GSCM with a memorandum summarizing the details of the change of control prior to the meeting which addressed most, if not all, of the critical aspects of the transaction.

The Independent Trustees consulted with counsel to the Independent Trustees and Trust counsel to discuss and consider the information presented in connection with the change of control and the approval of the two Interim Sub-Advisory Agreements, including the Board’s responsibilities and duties in approving the agreements.

BOARD APPROVAL OF INTERIM SUB-ADVISORY AGREEMENTS FOR THE INTERNATIONAL EQUITY FUND AND THE FUNDS PARTICIPATING IN THE CASH OVERLAY PROGRAM

In considering the approval of the Interim Sub-Advisory Agreements for the International Equity Fund and the Funds participating in the Cash Overlay Program, the Board took into account the materials provided prior to the meeting, the presentations made during the meeting and the extensive discussions during the meeting. The Board examined the nature, extent and quality of the services provided by Clifton to the International Equity Fund and the Funds participating in the Cash Overlay Program. The Board took into account that the Interim Sub-Advisory Agreements with The Clifton Group were identical in all material respects to the prior agreements, including compensation, except that the Interim Sub-Advisory Agreements would be with The Clifton Group, a division of Parametric, instead of with Clifton. The Board noted that the Adviser had been assured by Clifton that there will be no impact to the quality of services, investment philosophy or the investment teams as a result of the transaction. The Board noted that the Adviser had reviewed cash flow forecasts and operating projections provided by the relevant parties to the change of control and felt comfortable that the firm’s financial plans were based on conservative forecasts of future business performance.

Based on all of the information presented to the Board and its consideration of relevant factors, the Board, in the exercise of its reasonable business judgment, the Board concluded that the International Equity Fund and the Funds participating in the Cash

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Overlay Program are likely to continue to benefit from the extent and quality of The Clifton Group’s services and determined to approve the Interim Sub-Advisory Agreements with The Clifton Group.

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INVESTMENT SUB-ADVISERS (Assets under management as of December 31, 2012) (Unaudited)

GuideStone Funds employs a broad array of proven investment managers for the benefit of their investors. Each manager is distinctive in its investment management process and business approach.

Fund	Sub-Adviser	Firm Established	Total Assets Managed
Money Market	BlackRock Advisors, LLC	1994		$	3.8Tr
Low-Duration Bond	BlackRock Financial Management, Inc.	1988		$	3.8Tr
	Payden & Rygel	1983		$	81.8B
	PIMCO (Pacific Investment Management Company LLC)	1971		$	2.0Tr
Medium-Duration Bond	Goldman Sachs Asset Management, L.P.	1984		$	742.4B
	PIMCO (Pacific Investment Management Company LLC)	1971		$	2.0Tr
	Western Asset Management Company	1971		$	361.0B
	Western Asset Management Company Limited	1971		$	41.4B
Extended-Duration Bond	Loomis, Sayles & Company, L.P.	1926		$	186.1B
	STW Fixed Income Management Ltd.	1977		$	11.6B
Inflation Protected Bond	BlackRock Financial Management, Inc.	1988		$	3.8Tr
Global Bond	Loomis, Sayles & Company, L.P.	1926		$	186.1B
	Western Asset Management Company	1971		$	361.0B
	Western Asset Management Company Limited	1971		$	41.4B
Defensive Market Strategies	American Century Investment Management, Inc.	1958		$	124.6B
	AQR Capital Management, LLC	1998		$	70.7B
	Shenkman Capital Management, Inc.	1985		$	23.0B
	Turner Investments, L.P.	1990		$	10.7B
Equity Index	Northern Trust Investments, Inc.	1889		$	758.9B
Real Estate Securities	RREEF America L.L.C.	1975		$	53.5B
Value Equity	Aronson Johnson Ortiz, LP	1984		$	20.1B
	Barrow, Hanley, Mewhinney & Straus, LLC	1979		$	67.7B
	Northern Trust Investments, Inc.	1889		$	758.9B
	TCW Investment Management Company	1971		$	138.4B
Growth Equity	Columbus Circle Investors	1975		$	15.0B
	Marsico Capital Management, LLC	1997		$	26.8B
	Rainier Investment Management, Inc.®	1991		$	12.6B
	Sands Capital Management, LLC	1992		$	27.0B
Small Cap Equity	Aronson Johnson Ortiz, LP	1984		$	20.1B
	Columbus Circle Investors	1975		$	15.0B
	Lord, Abbett & Co. LLC	1929		$	127.7B
	TimesSquare Capital Management, LLC	2000		$	14.7B
	Western Asset Management Company	1971		$	361.0B
	Western Asset Management Company Limited	1971		$	41.4B
International Equity	AQR Capital Management, LLC	1998		$	70.7B
	Baillie Gifford Overseas Limited	1908		$	138.1B
	Barrow, Hanley, Mewhinney & Strauss	1979		$	67.7B
	Genesis Asset Managers, LLP	1989		$	36.2B
	McKinley Capital Management, LLC	1990		$	7.4B
	MFS Institutional Advisors, Inc.	1970		$	321.0B
	Mondrian Investment Partners Ltd.	1990		$	68.2B
	Philadelphia International Advisors, L.P.	1956		$	3.8B
	The Clifton Group Investment Management Company	1992		$	34.8B
Custodian for GuideStone Funds Assets	The Northern Trust Company	1889		$	4.8Tr
Cash Overlay for Date Target, Asset Allocation, Fixed Income and Equity Funds	The Clifton Group Investment Management Company	1992		$	34.8B

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	2401 Cedar Springs Road, Dallas, TX 75201-1498	Funds distributed by Foreside Funds Distributors LLC
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		© 2013 GuideStone Funds   21694   2/13   2233

Item 2. Code of Ethics.

(a)   The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

(c)   There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.

(d)   The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions.

Item 3. Audit Committee Financial Expert.

As of the end of the period covered by the report, the registrant’s board of directors has determined that Carson L. Eddy is qualified to serve as an audit committee financial expert serving on its audit committee and that he is “independent,” as defined by Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

Audit Fees

(a)   The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $572,558 and $601,323 for 2011 and 2012, respectively.

Audit-Related Fees

(b)   The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item are $37,842 and $38,977 for 2011 and 2012, respectively. Audit-related fees are related to procedures performed and the issuance of the auditors’ reports in connection with the Funds’ 17F-2 security counts.

Tax Fees

(c)   The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $94,200 and

$102,900 for 2011 and 2012, respectively. Tax fees are related to tax services in connection with Funds’ excise tax calculations and review of the Funds’ applicable tax returns.

All Other Fees

(d)	The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 and $0 for 2011 and 2012, respectively.
(e)(1)	Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

GuideStone

Non-Audit Services Provided to the Company, Advisor, and Others

The Audit Committee shall pre-approve all permissible non-audit services (e.g., tax services) to be provided to the Company by the Auditors, including the fees therefor;

provided, that if the Committee chooses to delegate the authority to grant pre-approvals to one or more Committee members, each acting on behalf of the Committee, then the Committee shall adopt policies and procedures detailed as to the particular service and designed to safeguard the continued independence of the auditors, consistent with the requirements of the Sarbanes-Oxley Act of 2002 (the “S-O Act”) and related SEC regulations, which shall then be used in making such pre-approvals; and,

further provided, that each delegated pre-approval shall be reported to the Committee during its next regularly scheduled meeting.

The pre-approval requirement for a permitted non-audit service may be waived if:

(1) the aggregate amount of all such non-audit services provided constitutes not more than 5% of the total revenues paid by the Company to the Auditors in the fiscal year in which the non-audit services are provided;

(2) such services were not recognized by the Company at the time of the engagement to be non-audit services; and

(3) such services are promptly brought to the attention of, and approved by, the Audit Committee or by a member of the Audit Committee to whom the Committee has delegated the authority to grant such approvals, if any, prior to the Auditors’ completion of the Company’s audit.

Additionally, if the Auditors’ engagement relates directly to the operations and financial reporting of the Company, to the extent required by Rule 2-01 of Regulation S-X, the Audit Committee shall pre-approve their engagements for non-audit services with:

(1) the Advisor (excluding any subadviser whose role is primarily portfolio management and is sub-contracted or overseen by the Advisor), and

(2) any entity controlling, controlled by, or under common control with such Advisor that provides ongoing services to the Company (each, a “Control Entity”)

in accordance with the foregoing paragraph, unless the aggregate amount of all services provided constitutes no more than 5% of the total amount of revenues paid to the Auditors by the Company, the Advisor and any such Control Entity during the fiscal year in which the services are provided that would have to be pre-approved by the Audit Committee pursuant to this paragraph (in the absence of this exception). The Auditors may not perform contemporaneously any prohibited non-audit services for the Company, which currently include the following:

1. bookkeeping or other services related to the accounting records or financial statements of the Company;

2. financial information systems design and implementation;

3. appraisal or valuation services, fairness opinions, or contribution-in-kind reports;

4. actuarial services;

5. internal audit outsourcing services;

6. management functions or human resources;

7. broker or dealer, investment adviser, or investment banking services;

8. legal services and expert services unrelated to the audit; and

9. any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

  (e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:

(b) 100%

(c) 100%

(d) N/A

(f)   The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

(g)   The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the

adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $0 and $0 for 2011 and 2012, respectively.

(h)   The registrant’s audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5.   Audit Committee of Listed registrants.

Not applicable.

Item 6.   Investments.

(a)   Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

(b)   Not applicable.

Item 7.   Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

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

Not applicable.

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

Not applicable.

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

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the

registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Item 11.   Controls and Procedures.

(a)   The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

(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 (17 CFR 270.30a-3(d)) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12.   Exhibits.

(a)(1)	Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.
(a)(2)	Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3)	Not applicable.
(b)	Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

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) GuideStone Funds

By (Signature and Title)*	/s/ John R. Jones
	John R. Jones, President
	(principal executive officer)

Date March 5, 2013

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

By (Signature and Title)*	/s/ John R. Jones
	John R. Jones, President
	(principal executive officer)

Date March 5, 2013

By (Signature and Title)*	/s/ Jeffrey P. Billinger
	Jeffrey P. Billinger, Vice President and Treasurer
	(principal financial officer)

Date March 5, 2013

^* Print the name and title of each signing officer under his or her signature.