As filed with the Securities and Exchange Commission on June 4, 2013

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 811-10267
		GPS Funds I
(Exact name of registrant as specified in charter)
2300 Contra Costa Boulevard, Suite 600
	Pleasant Hill, CA 94523-3967
(Address of principal executive offices) (Zip code)
Starr E. Frohlich
Genworth Financial Wealth Management, Inc.
2300 Contra Costa Boulevard, Suite 600
	Pleasant Hill, CA 94523-3967
(Name and address of agent for service)
		800-664-5345
Registrant’s telephone number, including area code

Date of fiscal year end: March 31, 2013

Date of reporting period: April 1, 2012 through March 31, 2013

Item 1. Reports to Stockholders.

	GuideMarkSM Funds
	GuidePathSM Funds
	Investment Advisor
	Genworth Financial Wealth Management, Inc.
ANNUAL REPORT
March 31, 2013
GUIDEMARKSM LARGE CAP GROWTH FUND
GUIDEMARKSM LARGE CAP VALUE FUND
GUIDEMARKSM SMALL/MID CAP CORE FUND
GUIDEMARKSM WORLD EX-US FUND
GUIDEMARKSM OPPORTUNISTIC EQUITY FUND
GUIDEMARKSM GLOBAL REAL RETURN FUND
GUIDEMARKSM CORE FIXED INCOME FUND
GUIDEMARKSM TAX-EXEMPT FIXED INCOME FUND
GUIDEMARKSM OPPORTUNISTIC FIXED INCOME FUND
GUIDEPATHSM STRATEGIC ASSET ALLOCATION FUND
GUIDEPATHSM TACTICAL CONSTRAINEDSM ASSET ALLOCATION FUND
GUIDEPATHSM TACTICAL UNCONSTRAINEDSM ASSET ALLOCATION FUND
GUIDEPATHSM ABSOLUTE RETURN ASSET ALLOCATION FUND
GUIDEPATHSM MULTI-ASSET INCOME ASSET ALLOCATION FUND
GUIDEPATHSM FIXED INCOME ALLOCATION FUND
GUIDEPATHSM ALTEGRIS® MULTI-STRATEGY ALTERNATIVE ALLOCATION FUND

May 30, 2013

Dear Shareholder:

Enclosed is the Annual Report for the GuideMark^SM and GuidePath^SM Funds covering the period April 1, 2012 through March 31, 2013 (the “period”).

Market Review

Despite a weak start to the period, the past 12 months saw equity markets rally, with the US markets achieving the strongest returns. Concerns over European debt issues, a slowdown in China, and weaker than expected US economic data reported at the start of the period were quickly overshadowed by central bank action. The market drove ahead based on the pledge by Mario Draghi from the European Central Bank to do “whatever it takes” to support the Eurozone, and the continuation of quantitative easing by the Federal Reserve, including the announcement of an open-ended policy of Fed support. Even the potential fiscal cliff in the United States at the end of 2012 did not deter the US equity market from its upward climb to a new record high by the end of March.

Within the US equity market, the more stable and defensively oriented sectors of Telecommunications, Healthcare and Consumer Staples all provided returns exceeding 20%¹ for the reporting year ended March 31, lifting the value indices. Technology was the only sector that saw a negative return for the 12-month period, largely impacted by the performance of Apple, which fell by more than 45% from its high of over $700 a share in September 2012 to below $445 a share at the end of March 2013.

Small capitalization companies outperformed their larger capitalization counterparts for the 12-month period, with the Russell 2000 Index returning 16.3%, while the Russell 1000 Index rose 14.4%. Smaller capitalization equities were aided by investor risk-taking in view of the market’s resiliency and improving economic data within the United States.

The international markets, while providing positive returns, trailed the domestic markets once currency effects were considered.² The MSCI All Country World Index (ACWI) ex-US returned 13.5% in local currency terms, which was in line with the return of the S&P 500^® at 14%. However, when taking into account the strength of the US dollar, which rallied more than 5% for the 12-month period, the MSCI ACWI ex-US returned 8.9% in dollar terms. While the headlines out of Europe brought new concerns that weighed on the developed market indices, the emerging markets were surprisingly weak, given the risk-taking appetite of investors, as the MSCI Emerging Markets Index returned just 2.3% for the 12-month period. A general slowing of economic growth across the emerging market countries, alongside central bank action to curb inflation, gave investors cause for concern. Globally, dividend paying securities performed well, with the MSCI World High Dividend Index up 16.9% for the 12-month period, benefitting from the strength seen from the more defensive sectors that typically provide a stable dividend.

The key components of real asset exposure saw mixed results over the period. Commodities and global natural resources³ were both in negative territory for the full period, despite a strong third quarter in 2012. Both sectors were tempered by increased supply and a general global economic slowdown giving rise to uncertain global growth prospects. Gold, as measured by gold perpetual futures contracts⁴, saw its biggest six-month decline in 15 years during the period, when it lost 10.1%. REITs saw strong returns and, unlike the equity markets, international REITs saw stronger returns than domestic REITs over the 12-month period. The Dow Jones Global ex-US Select REIT index was up 26.7%, while the FTSE NAREIT All Equity Index was up 17.1% over the 12 months, reversing the trend seen in prior periods. The Barclays US TIPS Index also produced a positive return for the 12 months, up 5.7%, with most of the strength coming in the first two months of the period as the sector benefited from the flight-to-safety.

The broad fixed income markets trailed equities and, similar to the trend seen in equities, the domestic markets fared better than international and emerging markets. The Barclays US Aggregate Bond Index returned 3.8% for the period, lifted by corporate credit, with investors’ risk appetites returning as concerns about the global economic slowdown eased. Spread compression in the credit markets boosted the returns of corporate bonds, with the lower credit quality securities seeing the greatest benefit based on strong momentum. The demand for income pushed yields on high yield bonds down to around 6% during the first quarter of 2013, below the long-term average of 8.4%.⁵ The municipal market outperformed the taxable fixed income market over the period, with the Barclays Municipal Bond Index returning 5.3% for the 12 months. Strong demand for municipal securities, given concerns about higher tax rates and lower supply due to limited issuance in the municipal market, drove municipal bond prices higher.

Currency impacts, with the significant rally in the US dollar, took their toll on the international fixed income markets, although emerging markets fared better than developed markets over the full 12-month period. In local currency terms, Asian and European fixed income markets, as defined by the Barclays Euro Aggregate and Barclays Asia Pacific Aggregate Bond Indices, provided stronger returns than the US fixed income markets. However, once converted into US-dollar terms, international bonds underperformed US fixed income for the 12-month period. Emerging market bonds fared better as policymakers were in better stead, with less debt and more levers to pull to combat the global slowdown and growing inflation concerns. The Barclays Emerging Market USD Aggregate Bond Index was up 10.2% for the 12-month period, outpacing the US domestic fixed income market by over 6%.

GuideMark and GuidePath Fund Review

While the markets continued to react to central bank announcements and actions, some degree of normalcy returned, with fundamentals starting to matter again. Fundamentally driven markets provide an environment where active security selection typically is rewarded, and this is the key driver of performance for the GuideMark Funds. Most of the GuideMark Funds provided returns that were generally in line with, or better than their benchmarks. The two exceptions were the large cap equity funds, where active security selection within the industry was challenged, and over 60% of large cap equity managers trailed their benchmarks in 2012⁶. The more opportunistic funds within the fund family had the best relative returns, as their flexible approaches allowed them to take advantage of non-benchmark exposures.

Due to their global approach and therefore lack of US concentration, the GuidePath Funds were challenged given the strength of the domestic markets over the 12-month period. The strengthening dollar saw the S&P 500^® outperform the MSCI ACWI ex-US by over 5%. Similar to the GuideMark Funds, the GuidePath Funds that had greater flexibility in their asset allocations or took greater exposure to opportunistically managed mutual funds tended to reap rewards. However, use of the GuideMark Funds for large cap equity exposures within the GuidePath Funds tempered returns.

Looking Ahead

With the S&P 500 reaching a record high on the last trading day of March 2013, investors may question the path forward. Is the expectation for more of the same in terms of up-trending markets, or will we see heightened levels of volatility and a market correction? Lower long-term growth projections and elevated valuations as measured by the cyclically-adjusted Shiller P/E ratio⁷ suggest to us more muted returns ahead for equities. However, these data points have less predictive ability for shorter-term market moves. And, to date, the equity market has responded favorably to Federal Reserve actions, although at diminishing levels with each new action, while inflation pressures have remained contained. Moreover, we believe continued strength in company earnings reports could drive stocks even higher.

Many have pointed to a so-called “Great Rotation,” with investors reducing allocations to bonds in favor of stocks. However, while flows into equity mutual funds and ETFs have increased, investors continue to seek fixed income investments as well.⁸ Given the still uncertain economic climate, confidence among consumers and investors remains fragile. This suggests to us that incorporating a diversified investment approach with exposure across multiple asset classes and strategies remains important.

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

Sincerely,

Carrie E. Hansen
President of the Funds

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The Genworth Financial Wealth Management platform provides fee-based investment advisory programs. Investors are advised to refer to the appropriate Disclosure Brochure, which can be obtained from your financial advisor, for a full description of services provided, including all applicable fees.

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

Index Definitions

The Barclays Asian Pacific Aggregate Bond Index contains fixed rate investment grade securities denominated in the Japanese yen, Australian dollar, Hong Kong dollar, Malaysian ringgit, New Zealand dollar, Singapore dollar and South Korean won. Inclusion is based on the currency of the issue and not the country of domicile of the issuer. The index is composed primarily of local currency sovereign debt but also includes government-related, corporate, and securitized bonds.

The Barclays Emerging Markets USD Aggregate Bond Index is a flagship hard currency emerging markets debt benchmark that includes fixed and floating-rate U.S.-dollar-denominated debt issued from sovereign, quasi-sovereign, and corporate emerging markets issuers.

The Barclays Euro Aggregate Bond Index tracks fixed rate, investment grade euro-denominated securities. Inclusion is based on the currency of the issue, not the domicile of the issuer. The principal sectors in the index are Treasury, corporate, government-related and securitized.

The Barclays US Aggregate Bond Index is a broad-based index that measures the investment grade, US dollar-denominated, fixed rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage- and asset-backed securities. All securities contained in the Barclays US Aggregate Bond Index have a minimum term to maturity of one year.

The Barclays US TIPS Index includes all publicly issued, US Treasury inflation-protected securities that have at least one year remaining to maturity, are rated investment grade, and have $250 million or more of outstanding face value.

The Barclays Municipal Bond Index measures the performance of investment-grade, fixed-rate, tax-exempt bonds.

The Dow Jones Global ex-US Select REIT^SM Index measures the performance of publicly traded REITs and REIT-like securities globally with the exception of the US It is designed to serve as a proxy for direct real estate investment, in part by excluding companies whose performance may be driven by factors other than the value of real estate.

The DJ UBS Commodity Index is a broadly diversified index that allows investors to track futures contracts of physical commodities traded on US exchanges, with the exception of aluminum, nickel and zinc, which trade on the London Metal Exchange (LME). The component weightings are also determined by several rules designed to insure diversified commodity exposure.

The FTSE NAREIT All Equity REITs Index includes US publicly traded REITs. Equity REITs include those firms that own, manage and lease investment-grade commercial real estate. Specifically, a company is classified as an equity REIT if 75% or more of its gross invested book assets are invested in real property.

The MSCI All Country World Index (ACWI) ex-US measures the equity market performance of developed and emerging markets excluding the United States.

The MSCI Emerging Markets Index is a free float-adjusted market-capitalization-weighted index that is designed to measure the equity market performance of countries considered to represent emerging markets.

The MSCI World High Dividend Yield Index includes large and mid cap developed market stocks covered by the MSCI World Index and is designed to reflect the performance of equities selected from the parent index, excluding REITs, with higher than average dividend yields that are both sustainable and persistent.

The Russell 1000^® Index measures the performance of the large cap segment of the US equity universe.

3

The Russell 2000^® Index is an unmanaged index consisting of those Russell 3000^® Index companies considered to represent the small cap segment of the US equity market.

The S&P Global Natural Resources Index is a diversified index that allows investors track equity exposure of commodities-related companies across three primary sectors: agriculture; energy; and metals and mining. The index is made up of 90 of the largest companies with natural resources and commodities businesses that meet specific investability requirements and are traded publicly.

The S&P 500^® Index focuses on the large cap segment of the US equity market. It includes 500 leading companies in leading industries of the US economy, capturing approximately 75% coverage of US equities.

The S&P 500 Sector Indices are designed to measure the performance of the nine Global Industry Classification Standard (GICS^®) sectors.

1	S&P 500 Sector/Telecom Services Total Return, S&P 500 Sector/Health Care Total Return, S&P 500 Sector/Consumer Staples Total Return, and S&P 500 Sector/Information Technology Total Return. All index returns sourced from Morningstar.
2	The US dollar appreciated relative to other major foreign currencies so the international markets, as measured in dollar terms, trailed the US markets.
3	S&P Global Natural Resources Total Return USD, S&P GSCI Commodity Total Return USD, and DJ UBS Commodity Total Return USD. All index returns sourced from Morningstar.
4	The Commodity Systems, Inc. Perpetual Contract® is an indicator of market volume and liquidity.
5	J.P. Morgan first quarter 2013 Quarterly Call.
6	S&P Indices Versus Active (SPIVA®) US Year-End 2012 Report
7	The Schiller P/E ratio is calculated using the market price of a stock divided by the company’s average earnings over the past 10 years to adjust for earning cycles.
8	Source: Investment Company institute; IndexUniverse, March 2013
FX2013-0528-0251

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GuideMark^SM Large Cap Growth Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on March 31, 2003. Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.

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

AVERAGE ANNUAL TOTAL RETURN (for periods ended March 31)
	One Year		Five Year		Ten Year		Since Inception(1)
GuideMarkSM Large Cap Growth Fund
Service Shares	5.00	%	4.85	%	6.26	%	1.58	%
Institutional Shares	5.54	%	N/A		N/A		4.71	%
Russell 1000® Growth Index	10.09	%	7.30	%	8.62	%	3.59	%(2)

(1)	Inception date is 6/29/01 for Service Shares and 4/29/11 for Institutional Shares.
(2)	The return shown for the Russell 1000® Growth Index is from the inception date of the Service Shares. The Russell 1000® Growth Index return from the inception date of the Institutional Shares is 9.11%.

5

GuideMark^SM Large Cap Growth Fund

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

• For the 12 months ended March 2013, the Fund returned 5.00%, underperforming the Russell 1000 Growth Index at 10.09%.

• The relative underperformance resulted from both sector positioning and security selection, especially within the technology sector.

• Performance was harmed by overweight exposure to technology, which suffered as concerns over future information technology spending budgets increased. Apple, a widely held security in the technology sector, was a large detractor to returns due to concerns over the company’s future growth prospects and valuation risk.

• Underweight exposure to early cycle retailers and consumer stocks more levered to the improving housing market negatively impacted performance as consumer demand proved more resilient than expected. In addition to being underweight to industrials, a preference for traditional large industrial companies like Cummins and Caterpillar detracted from performance.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Cisco Systems, Inc.	5.15
2	Microsoft Corp.	3.10
3	Google, Inc.	2.98
4	Apple, Inc.	2.64
5	Amgen, Inc.	2.51
6	Verizon Communications, Inc.	2.20
7	Oracle Corp.	2.20
8	Wal-Mart Stores, Inc.	2.14
9	Boeing Co.	1.79
10	Honeywell International, Inc.	1.72

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

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GuideMark^SM Large Cap Value Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on March 31, 2003. Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.

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

AVERAGE ANNUAL TOTAL RETURN (for periods ended March 31)
	One Year		Five Year		Ten Year		Since Inception(1)
GuideMarkSM Large Cap Value Fund
Service Shares	13.96	%	1.06	%	6.44	%	2.58	%
Institutional Shares	14.70	%	N/A		N/A		7.81	%
Russell 1000® Value Index	18.77	%	4.85	%	9.18	%	5.37	%(2)

(1)	Inception date is 6/29/01 for Service Shares and 4/29/11 for Institutional Shares.
(2)	The return shown for the Russell 1000® Value Index is from the inception date of the Service Shares. The Russell 1000® Value Index return from the inception date of the Institutional Shares is 10.53%.

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GuideMark^SM Large Cap Value Fund

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

• For the 12 months ended March 2013, the Fund returned 13.96%, underperforming the Russell 1000 Value Index at 18.77%.

• Security selection was the key detractor from performance over the period and offset the positive contribution from sector positioning. Exposure to securities with lower relative volatility and higher valuations had a negative impact on performance. A lower average market capitalization relative to the benchmark proved beneficial.

• Overweight exposure to health care contributed to absolute returns as defensive sectors performed well over the period. Within the health care sector, a bias towards managed care versus large cap pharmaceuticals detracted from performance, as managed care stocks traded lower due to company-specific reasons and regulatory concerns.

• Security selection within the consumer discretionary sector dragged on returns. Specifically, underweight exposure to early cycle retailers and retailers levered to the housing market dampened performance as domestic consumers continued to spend despite the weak job market outlook.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Capital One Financial Corp.	2.53
2	SLM Corp.	2.42
3	Citigroup, Inc.	2.16
4	JPMorgan Chase & Co.	2.13
5	Johnson & Johnson	2.11
6	AT&T, Inc.	2.06
7	Stanley Black & Decker, Inc.	2.05
8	Wells Fargo & Co.	1.95
9	Rockwood Holdings, Inc.	1.80
10	Pentair Ltd.	1.80

8

GuideMark^SM Small/Mid Cap Core Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on March 31, 2003. Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.

RUSSELL 2500^TM INDEX – Measures the performance of the small- to mid-cap segment of the US equity universe, commonly referred to as “smid” cap. The Russell 2500^TM Index is a subset of the Russell 3000^® Index. The Russell 2500^TM Index includes approximately 2,500 of the smallest securities based on a combination of their market cap and current index membership.

AVERAGE ANNUAL TOTAL RETURN (for periods ended March 31)
	One Year		Five Year		Ten Year		Since Inception(1)
GuideMarkSM Small/Mid Cap Core Fund
Service Shares	17.32	%	8.17	%	9.14	%	6.25	%
Institutional Shares	17.95	%	N/A		N/A		6.93	%
Russell 2500TM Index	17.73	%	9.02	%	12.30	%	7.93	%(2)

(1)	Inception date is 6/29/01 for Service Shares and 4/29/11 for Institutional Shares.
(2)	The return shown for the Russell 2500TM Index is from the inception date of the Service Shares. The Russell 2500TM Index return from the inception date of the Institutional Shares is 8.00%.

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GuideMark^SM Small/Mid Cap Core Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

• For the 12 months ended March 2013, the Fund returned 17.32%, underperforming the Russell 2500 Index at 17.73%.

• The Fund’s modestly higher average market capitalization relative to the benchmark and exposure to securities with higher price-to-book ratios were the primary drivers of the relative underperformance for the period.

• A more defensive posture, favoring companies towards the higher end of the market capitalization spectrum detracted from performance. Investor risk taking behavior created a favorable backdrop for the smaller market capitalization companies.

• Security selection within the consumer discretionary sector contributed to returns. Consumer stocks including Hanes brands and Urban Outfitters benefited from higher consumer spending, while auto parts providers including Cooper Tire and Rubber experienced strong sales growth due to consumers’ focus on maintaining their cars rather than investing in new ones.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Douglas Emmett, Inc.	1.77
2	Axis Capital Holdings Ltd.	1.65
3	NASDAQ OMX Group, Inc.	1.56
4	American Campus Communities, Inc.	1.41
5	Huntington Bancshares, Inc.	1.33
6	Onyx Pharmaceuticals, Inc.	1.32
7	Nordson Corp.	1.31
8	DFC Global Corp.	1.29
9	FirstMerit Corp.	1.25
10	Triumph Group, Inc.	1.23

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GuideMark^SM World ex-US Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on March 31, 2003. Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.

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

AVERAGE ANNUAL TOTAL RETURN (for periods ended March 31)
	One Year		Five Year		Ten Year		Since Inception(1)
GuideMarkSM World ex-US Fund
Service Shares	7.53	%	-6.03	%	6.38	%	2.21	%
Institutional Shares	8.09	%	N/A		N/A		-2.77	%
MSCI All Country World ex-US Index	8.87	%	0.07	%	11.41	%	6.79	%(2)

(1)	Inception date is 6/29/01 for Service Shares and 4/29/11 for Institutional Shares.
(2)	The return shown for the MSCI All Country World ex-US Index is from the inception date of the Service Shares. The MSCI All Country World ex-US Index return from the inception date of the Institutional Shares is -1.71%.

11

GuideMark^SM World ex-US Fund

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

• For the 12 months ended March 2013, the Fund returned 7.53%, underperforming the MSCI All Country World ex-US Index at 8.87%.

• Security selection was the primary driver of the relative underperformance for the period and offset the positive contributions from country and sector positioning.

• Security selection within emerging markets detracted from performance with exposure to India harming performance as the Indian market retreated. Fears of a slowdown in China created a challenge for emerging market equities in general.

• Exposure to two energy stocks focused on oil and gas exploration in Latin America dampened performance. Petrominerales, a Canadian listed energy company and Petroleo Brasileiro trailed during the period due to production and profit margin concerns.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Nestle SA	1.93
2	Sanofi-Aventis SA	1.39
3	PowerShares India Portfolio	1.33
4	Samsung Electronics Co. Ltd.	1.21
5	Royal Dutch Shell Plc	1.20
6	Westpac Banking Corp.	1.08
7	HSBC Holdings Plc	1.06
8	Australia & New Zealand Banking Group Ltd.	1.05
9	Novo Nordisk A/S	0.94
10	British American Tobacco Plc	0.92

12

GuideMark^SM Opportunistic Equity Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

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

AVERAGE ANNUAL TOTAL RETURN (for the period ended March 31)

	One Year		Since Inception(1)
GuideMarkSM Opportunistic Equity Fund
Service Shares	14.56	%	6.29	%
Institutional Shares	15.22	%	6.00	%
Russell 3000® Index	14.56	%	10.53	%(2)

(1)	Inception date is 4/1/11 for Service Shares and 4/29/11 for Institutional Shares.
(2)	The return shown for the Russell 3000® Index is from the inception date of the Service Shares. The Russell 3000® Index return from the inception date of the Institutional Shares is 9.58%.

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GuideMark^SM Opportunistic Equity Fund

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

• For the 12 months ended March 2013, the Fund returned 14.56%, performing in line with the Russell 3000 Index at 14.56%.

• Security selection was the primary driver of returns. The Fund’s modestly lower average market capitalization relative to the benchmark and exposure to securities with lower price-to-book ratios contributed to performance.

• Positive security selection within the consumer discretionary sector was a large driver of returns. H&R Block and Marriott Vacations were among the best performers for the period. Exposure to Bank of America also benefited performance as large money center banks were buoyed by improving fundamentals.

• Exposure to securities with commodities exposure negatively impacted performance. Owning Apache and Devon dampened returns as energy stocks traded lower on production and pricing concerns. Newmont Mining and AngloGold Ashanti continued to lag due to concerns of rising production costs and fears regarding nationalization of mines in some African countries.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Apple, Inc.	2.43
2	Medtronic, Inc.	2.39
3	United Technologies Corp.	2.28
4	Prudential Financial, Inc.	1.84
5	ConAgra Foods, Inc.	1.81
6	Baxter International, Inc.	1.75
7	Microsoft Corp.	1.66
8	Pfizer, Inc.	1.63
9	Apache Corp.	1.61
10	Southwest Airlines Co.	1.58

14

GuideMark^SM Global Real Return Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

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

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

AVERAGE ANNUAL TOTAL RETURN (for the period ended March 31)

	One Year		Since Inception(1)
GuideMarkSM Global Real Return Fund
Service Shares	1.05	%	-2.07	%
Institutional Shares	1.73	%	-3.10	%
Barclays US TIPS Index	5.68	%	8.70	%(2)
Global Real Return Blended Index	6.20	%	0.50	%(3)

(1)	Inception date is 4/1/11 for Service Shares and 4/29/11 for Institutional Shares.
(2)	The return shown for the Barclays US TIPS Index is from the inception date of the Service Shares. The Barclays US TIPS Index return from the inception date of the Institutional Shares is 7.86%.
(3)	The return shown for the Global Real Return Blended Index is from the inception date of the Service Shares. The Global Real Return Blended Index return from the inception date of the Institutional Shares is -1.02%.

15

GuideMark^SM Global Real Return Fund

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

• For the 12 months ended March 2013, the Fund returned 1.05%, underperforming the Barclays U.S. TIPS Index at 5.68% and its blended benchmark of 20% Dow Jones-UBS Commodities Index, 35% S&P North American Natural Resources Sector Index, 20% Dow Jones Global Select RESI Index, and 25% Barclays Global Inflation Linked Bonds Index, which returned 6.20%.

• Underweight exposure to U.S. TIPS and exposure to gold miners was the primary detractor from returns relative to both the primary and blended benchmarks. Exposure to gold miners harmed returns due to the spread between gold metal and gold miners remaining significantly above the historic average as a result of rising production costs and geopolitical risk in Africa.

• Commodities exposure dampened results relative to the primary benchmark. The asset class fell under pressure as investors feared a slowdown in China could negatively impact the demand for commodities including steel.

• Relative to the blended benchmark, a reduced exposure to REITs due to valuation concerns detracted from performance as global REITs posted strong returns for the period.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	SPDR S&P Global Natural Resources ETF	30.09
2	SPDR Barclays Capital TIPS ETF	14.28
3	PowerShares DB Commodity Index Tracking Fund	14.11
4	SPDR Dow Jones International Real Estate ETF	11.09
5	SPDR Dow Jones REIT ETF	9.68
6	SPDR DB International Government Inflation-Protected Bond ETF	9.13
7	PowerShares Global Agriculture ETF	3.01
8	SPDR Metals and Mining ETF	2.93
9	Energy Select Sector SPDR Fund	2.05
10	SPDR S&P International Equity Sector ETF	2.01

16

GuideMark^SM Core Fixed Income Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on March 31, 2003. Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.

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

AVERAGE ANNUAL TOTAL RETURN (for periods ended March 31)

	One Year		Five Year		Ten Year		Since Inception(1)
GuideMarkSM Core Fixed Income Fund
Service Shares	3.55	%	5.08	%	4.43	%	4.88	%
Institutional Shares	4.12	%	N/A		N/A		5.05	%
Barclays US Aggregate Bond Index	3.77	%	5.47	%	5.02	%	5.66	%(2)

(1)	Inception date is 6/29/01 for Service Shares and 4/29/11 for Institutional Shares.
(2)	The return shown for the Barclays US Aggregate Bond Index is from the inception date of the Service Shares. The Barclays US Aggregate Bond Index return from the inception date of the Institutional Shares is 5.27%.

17

GuideMark^SM Core Fixed Income Fund

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

• For the 12 months ended March 2013, the Fund returned 3.55%, underperforming the Barclays US Aggregate Bond Index at 3.77%.

• Overweight exposure to corporate credit, particularly within the financials sector, contributed positively to performance.

• An emphasis towards higher rated securities dampened relative performance. Investors’ search for yield and risk taking behavior helped support lower credit quality bonds.

• A slightly shorter duration position given concerns about rising rates slightly dampened returns. Longer dated securities traded higher as the Federal Reserve announced its open-ended asset buying program.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	U.S. Treasury Note, 2.000%, 02/15/2022	2.99
2	U.S. Treasury Note,0.250%, 07/15/2015	2.54
3	U.S. Treasury Note, 0.875%, 01/31/2017	2.27
4	U.S. Treasury Bond, 3.125%, 11/15/2041	1.78
5	U.S. Treasury Note, 1.875%, 09/30/2017	1.58
6	Federal National Mortgage Association, Pool #AJ0130, 3.500%, 05/01/2042	1.51
7	U.S. Treasury Note, 0.875%, 04/30/2017	1.43
8	U.S. Treasury Note, 0.625%, 07/15/2014	1.38
9	Federal National Mortgage Association, Pool#AR8929, 3.000%, 01/01/2043	1.28
10	Federal National Mortgage Association, Pool #AK9382, 4.000%, 04/01/2042	1.15

18

GuideMark^SM Tax-Exempt Fixed Income Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on March 31, 2003. Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.

BARCLAYS MUNICIPAL BOND INDEX – The Barclays Municipal Bond Index is a market-value-weighted index for the long-term tax-exempt bond market. The index has four main sectors: state and local general obligation bonds, revenue bonds, insured bonds, and pre-refunded bonds.

AVERAGE ANNUAL TOTAL RETURN (for periods ended March 31)

	One Year		Five Year		Ten Year		Since Inception(1)
GuideMarkSM Tax-Exempt Fixed Income Fund	4.93	%	5.24	%	3.53	%	3.99	%
Barclays Municipal Bond Index	5.25	%	6.10	%	5.01	%	5.36	%

⁽¹⁾ Inception date is 6/29/01.

19

GuideMark^SM Tax-Exempt Fixed Income Fund

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

• For the 12 months ended March 2013, the Fund returned 4.93%, underperforming the Barclays Municipal Bond Index at 5.25%.

• Credit positioning had mixed results for the period. Exposure to ‘BBB’ rated securities proved beneficial, while an overweight exposure to ‘AAA’ rated securities dampened returns.

• The ongoing search for yield from both traditional tax-exempt investors given concerns about increased tax rates and cross over sector investors led to strength in returns from below investment grade securities.

• A modest exposure to Puerto Rico obligation bonds negatively impacted returns. Puerto Rico bonds sold off after Puerto Rico was downgraded by the rating agencies based on a weak economic and revenue outlook.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	California, GO, 6.500%, 04/01/2033	1.63
2	Wisconsin, Series A, Refunding, Revenue Bond,
	6.000%, 05/01/2033	1.61
3	Utah Associated Municipal Power Systems San Juan Project,
	Refunding, Revenue Bond, 5.500%, 06/01/2022	1.59
4	Henry County Public Service Authority Water & Sewer,
	Refunding, Revenue Bond, FSA Insured, 5.500%, 11/15/2019	1.58
5	Los Angeles Department of Airports, Series A, Refunding,
	Revenue Bond, 5.250%, 05/15/2029	1.56
6	Boise-Kuna District, Revenue Bond, 7.375%, 06/01/2034	1.52
7	Metropolitan Transportation Authority, Series F,
	Revenue Bond, 5.000%, 11/15/2014	1.42
8	Allegheny County Hospital Development Authority,
	Series A, Revenue Bond, 5.000%, 09/01/2014	1.41
9	New York, GO, 5.375%, 04/01/2036	1.38
10	Louisiana Citizens Property, Revenue Bond, 6.750%, 06/01/2026	1.31

20

GuideMark^SM Opportunistic Fixed Income Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

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

AVERAGE ANNUAL TOTAL RETURN (for the period ended March 31)
	One Year		Since Inception(1)
GuideMarkSM Opportunistic Fixed Income Fund
Service Shares	9.64	%	5.01	%
Institutional Shares	10.33	%	5.41	%
Barclays Multiverse Index	1.68	%	3.68	%(2)

(1)	Inception date is 4/1/11 for Service Shares and 4/29/11 for Institutional Shares.
(2)	The return shown for the Barclays Multiverse Index is from the inception date of the Service Shares. The Barclays Multiverse Index return from the inception date of the Institutional Shares is 1.99%.

21

GuideMark^SM Opportunistic Fixed Income Fund

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

• For the 12 months ended March 2013, the Fund returned 9.64%, outperforming the Barclays Multiverse Index at 1.68%.

• Overweight exposure to non-US currencies and a bias to corporate debt securities were the primary drivers of the relative outperformance. Risk assets rallied over the period as coordinated monetary easing on a global scale provided a tailwind for the global fixed income markets.

• A relative bias to emerging market and currencies like the Polish Zloty positively contributed to performance and Asia Pacific ex-Japanese currencies outperformed the Japanese Yen.

• Exposure to corporate credit across the rating spectrum benefited performance. Corporate credit securities continued to experience spread tightening as investors moved away from defensive investment vehicles like US Treasuries in search of yield.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Republic of Korea, 3.000%, 12/10/2013	3.50
2	Federal National Mortgage Association,
	Series #1209, 3.500%, 10/01/2042	2.55
3	Federal Home Loan Mortgage Corp.,
	Series #280, 3.000%, 09/15/2042	2.03
4	Petroleos de Venezuela SA, 4.900%, 10/28/2014	1.77
5	Republic of Ireland, 5.000%, 10/18/2020	1.22
6	Federal National Mortgage Association,
	Series #1237, 3.000%, 11/01/2032	1.21
7	Federal Home Loan Mortgage Corp.,
	Series #267, 3.000%, 08/15/2042	1.20
8	Federal National Mortgage Association,
	Series #1200, 3.000%, 10/01/2032	1.20
9	Federal Home Loan Mortgage Corp.,
	Series #60853, 3.500%, 09/01/2042	1.14
10	Republic of Hungary, 6.750%, 02/24/2017	1.10

22

GuidePath^SM Strategic Asset Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on April 29, 2011 (commencement of the Fund’s Service Shares operations). Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.

S&P 500^® INDEX – An index of 500 stocks chosen for market size, liquidity and industry grouping, among other factors. It is designed to be a leading indicator of U.S. equities and is meant to reflect the risk/return characteristics of the large cap universe. MSCI ALL COUNTRY WORLD INDEX – A free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. It consists of 45 country indices comprising 24 developed and 21 emerging market country indices. The developed market country indices included are: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States. The emerging market country indices included are: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey.

AVERAGE ANNUAL TOTAL RETURN (for the period ended March 31)
	One Year		Since Inception(1)
GuidePathSM Strategic Asset Allocation Fund
Service Shares	9.30	%	2.37	%
Institutional Shares	N/A		7.68	%(2)
S&P 500® Index	13.96	%	10.01	%(3)
MSCI All Country World Index	11.19	%	3.35	%(4)

(1)	Inception date is 4/29/11 for Service Shares and 9/13/12 for Institutional Shares.
(2)	The return shown is cumulative from the inception date.
(3)	The return shown for the S&P 500® Index is annualized from the inception date of the Service Shares. The S&P 500® Index cumulative return from the inception date of the Institutional Shares is 8.80%.
(4)	The return shown for the MSCI All Country World Index is annualized from the inception date of the Service Shares. The MSCI All Country World Index cumulative return from the inception date of the Institutional Shares is 8.98%.

23

GuidePath^SM Strategic Asset Allocation Fund

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

• For the 12 months ended March 2013, the Fund returned 9.30% underperforming the S&P 500 Index at 13.96%. The Fund trailed the MSCI All Country World Index at 11.19%.

• Exposure to international and emerging markets equities was the largest driver of underperformance to the S&P 500 Index as international market returns were tempered due to volatility from resurgent Eurozone debt concerns.

• Small- and mid-cap stocks benefited performance, with exposure to securities with higher price-to-book ratios and investor behavior favoring risk assets.

• Exposure to global real return assets detracted from performance as exposure to global commodities and natural resources fell as investors feared a slowdown in China could negatively impact demand.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	SPDR S&P 500 ETF Trust	15.84
2	GuideMarkSM World ex-US Fund – Institutional Shares	15.06
3	Vanguard FTSE All-World ex-US Index Fund	14.99
4	GuideMarkSM Small/Mid Cap Core Fund – Institutional Shares	9.01
5	GuideMarkSM Large Cap Value Fund – Institutional Shares	8.39
6	GuideMarkSM Opportunistic Equity Fund – Institutional Shares	7.81
7	GuideMarkSM Large Cap Growth Fund – Institutional Shares	7.46
8	GuideMarkSM Global Real Return Fund – Institutional Shares	4.69
9	SPDR S&P 600 Small Cap Growth	2.76
10	Altegris Macro Strategy Fund – Institutional Shares	2.41

24

GuidePath^SM Tactical Constrained^SM Asset Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on April 29, 2011 (commencement of the Fund’s Service Shares operations). Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.

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

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

AVERAGE ANNUAL TOTAL RETURN (for the period ended March 31)
	One Year		Since Inception(1)
GuidePathSM Tactical ConstrainedSM Asset Allocation Fund
Service Shares	8.25	%	3.44	%
Institutional Shares	N/A		6.29	%(2)
S&P 500® Index	13.96	%	10.01	%(3)
Tactical Constrained Blended Index	9.48	%	4.11	%(4)

(1)	Inception date is 4/29/11 for Service Shares and 9/13/12 for Institutional Shares.
(2)	The return shown is cumulative from the inception date.
(3)	The return shown for the S&P 500® Index is annualized from the inception date of the Service Shares. The S&P 500® Index cumulative return from the inception date of the Institutional Shares is 8.80%.
(4)	The return shown for the Tactical Constrained Blended Index is annualized from the inception date of the Service Shares. The Tactical Constrained Blended Index cumulative return from the inception date of the Institutional Shares is 6.87%.

25

GuidePath^SM Tactical Constrained^SM Asset Allocation Fund

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

• For the 12 months ended March 2013, the Fund returned 8.25% underperforming the S&P 500 Index at 13.96%. The Fund trailed the blended benchmark of 75% MSCI All Country World Index and 25% Barclays US Aggregate Index at 9.48%.

• Exposure to core fixed income, and international and emerging markets equities were the largest drivers of underperformance relative to the S&P 500 Index. A bias toward higher quality credit within core fixed income harmed returns. International and emerging markets equities were tempered due to volatility from resurgent Eurozone debt concerns.

• Security selection within the consumer discretionary sector of the opportunistic equity strategy contributed positively to returns. Opportunistic fixed income exposure contributed to performance with an overweight to non-US currencies and a bias to corporate debt securities.

• Large cap equity exposure contributed to performance on improving US economic data. However weakness from security selection, specifically large cap securities within the consumer discretionary sector, harmed returns.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	GuideMarkSM World ex-US Fund – Institutional Shares	16.72
2	SPDR S&P 500 ETF Trust	13.42
3	GuideMarkSM Core Fixed Income Fund – Institutional Shares	10.84
4	GuideMarkSM Opportunistic Equity Fund – Institutional Shares	10.56
5	GuideMarkSM Large Cap Growth Fund – Institutional Shares	6.73
6	GuideMarkSM Large Cap Value Fund – Institutional Shares	6.68
7	GuideMarkSM Opportunistic Fixed Income Fund –
	Institutional Shares	5.98
8	iShares Core MSCI Emerging Markets ETF	4.23
9	GuideMarkSM Small/Mid Cap Core Fund – Institutional Shares	3.68
10	Vanguard REIT ETF	1.99

26

GuidePath^SM Tactical Unconstrained^SM Asset Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on April 29, 2011 (commencement of the Fund’s Service Shares operations). Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.

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

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

AVERAGE ANNUAL TOTAL RETURN (for the period ended March 31)
	One Year		Since Inception(1)
GuidePathSM Tactical UnconstrainedSM Asset Allocation Fund
Service Shares	9.15	%	2.41	%
Institutional Shares	N/A		7.11	%(2)
S&P 500® Index	13.96	%	10.01	%(3)
Tactical Unconstrained Blended Index	10.27	%	3.31	%(4)

(1)	Inception date is 4/29/11 for Service Shares and 9/13/12 for Institutional Shares.
(2)	The return shown is cumulative from the inception date.
(3)	The return shown for the S&P 500® Index is annualized from the inception date of the Service Shares. The S&P 500® Index cumulative return from the inception date of the Institutional Shares is 8.80%.
(4)	The return shown for the Tactical Unconstrained Blended Index is annualized from the inception date of the Service Shares. The Tactical Unconstrained Blended Index cumulative return from the inception date of the Institutional Shares is 7.86%.

27

GuidePath^SM Tactical Unconstrained^SM Asset Allocation Fund

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

• For the 12 months ended March 2013, the Fund returned 9.15% underperforming the S&P 500 Index at 13.96%. The Fund trailed the blended benchmark of 90% MSCI All Country World Index and 10% Barclays Multiverse Index at 10.27%.

• Defensive positioning and higher cash allocations within the fund hindered returns, especially during the market rallies beginning in June 2012 and January 2013. Exposure to floating rate notes and core fixed income also detracted from performance.

• Exposure to high yield bonds and small- and mid-cap equities proved beneficial based on investors’ risk taking behavior. Opportunistic exposures in both equities and fixed income were additive to returns.

• US equity exposure contributed to performance on improving US economic data. However the actively managed large cap funds detracted from returns due to security selection.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Virtus Premium AlphaSector Fund - Institutional Shares	12.39
2	SPDR S&P 500 ETF Trust	10.23
3	GuideMarkSM Opportunistic Equity Fund – Institutional Shares	7.68
4	iShares MSCI ACWI ex US Index Fund	6.78
5	GuideMarkSM Large Cap Value Fund – Institutional Shares	6.73
6	Eaton Vance Floating-Rate Fund – Institutional Shares	5.60
7	Stadion Managed Portfolio Trust – Institutional Shares	5.23
8	GuideMarkSM Opportunistic Fixed Income Fund –
	Institutional Shares	4.47
9	GuideMarkSM Small/Mid Cap Core Fund – Institutional Shares	4.33
10	Guggenheim S&P 500 Equal Weight ETF	3.95

28

GuidePath^SM Absolute Return Asset Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on April 29, 2011 (commencement of the Fund’s Service Shares operations). Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.

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

AVERAGE ANNUAL TOTAL RETURN (for the period ended March 31)
	One Year		Since Inception(1)
GuidePathSM Absolute Return Asset Allocation Fund
Service Shares	2.71	%	1.93	%
Institutional Shares	N/A		1.53	%(2)
Citigroup 3-Month Treasury Bill Index	0.08	%	0.06	%(3)

(1)	Inception date is 4/29/11 for Service Shares and 9/13/12 for Institutional Shares.
(2)	The return shown is cumulative from the inception date.
(3)	The return shown for the Citigroup 3-Month Treasury Bill Index is annualized from the inception date of the Service Shares. The Citigroup 3-Month Treasury Bill Index cumulative return from the inception date of the Institutional Shares is 0.04%.

29

GuidePath^SM Absolute Return Asset Allocation Fund

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

• For the 12 months ended March 2013, the Fund returned 2.71% outperforming the Citigroup 3-month Treasury Bill Index at 0.08%.

• Exposure to opportunistic fixed income strategies that favored corporate credit, global high yield bonds, and currencies was the primary driver of performance.

• Security selection within mortgage-backed securities strategies, specifically non-agency bonds, proved beneficial to performance along with a small exposure to equities.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	GuideMarkSM Core Fixed Income Fund – Institutional Shares	9.78
2	Pioneer Strategic Income Fund – Class Y	9.28
3	iShares Barclays Credit Bond Fund	7.84
4	GuideMarkSM Opportunistic Fixed Income Fund – Institutional Shares	7.77
5	DoubleLine Total Return Bond Fund – Institutional Shares	6.71
6	iShares JPMorgan USD Emerging Markets Bond Fund	4.93
7	iShares Barclays MBS Bond Fund	4.79
8	BlackRock Low Duration Bond Portfolio – Institutional Shares	3.62
9	SPDR Barclays Capital 1-3 Month T-Bill ETF	3.24
10	iShares Floating Rate Note Fund	2.74

30

GuidePath^SM Multi-Asset Income Asset Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on August 31, 2012 (commencement of the Fund’s operations). Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.

MSCI WORLD HIGH DIVIDEND YIELD INDEX – An index that is based on the MSCI World Index, its parent index, and includes large and mid cap stocks across 24 developed market countries. The Index is designed to reflect the performance of equities (excluding REITs) with higher than average dividend yields that are both sustainable and persistent.

MULTI-ASSET INCOME BLENDED INDEX – A weighted combination of 60% of the total return from the MSCI World High Dividend Yield Index with 40% of the total return from the Barclays US Aggregate Bond Index. Returns are weighted on a 60/40 basis for each historical month and then the longer-term Blended Index returns are geometrically combined from these historical monthly returns to create aggregate returns (1-year, 3-years, 5-years, etc.) for the Blended Index.

CUMULATIVE TOTAL RETURN (for the period ended March 31)
	Since Inception(1)
GuidePathSM Multi-Asset Income Asset Allocation Fund	7.55	%
MSCI World High Dividend Yield Index	13.75	%
Multi-Asset Income Blended Index	8.20	%

⁽¹⁾ Inception date is 8/31/12.

31

GuidePath^SM Multi-Asset Income Asset Allocation Fund

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

• Since inception to the period ended March 2013, the Fund returned 7.55% underperforming the MSCI World High Dividend Yield Index at 13.75%. The Fund trailed the blended benchmark of 60% MSCI World High Dividend Yield Index and 40% Barclays US Aggregate Index at 8.20%.

• Exposure and positioning within fixed income was the largest driver of underperformance. Allocations to US Treasury securities within core fixed income experienced negative returns during the period as yields rose modestly.

• An emphasis towards internationally diversified dividend securities benefited returns, lifted higher by financials within Europe and the more defensive sectors of the market. A dedicated exposure to Australian dividend securities proved beneficial.

• Small cap equity exposure boosted returns within US equities based on risk taking behavior by investors.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	SPDR S&P International Dividend ETF	11.23
2	Wisdom Tree Equity Income Fund	9.73
3	Forward Select Income Fund – Institutional Shares	8.02
4	iShares S&P Global Infrastructure Index Fund	7.86
5	iShares iBoxx $ High Yield Corporate Bond Fund	7.40
6	iShares JPMorgan USD Emerging Markets Bond Fund	7.05
7	JPMorgan High Yield Fund – Select Shares	5.80
8	JPMorgan Income Builder Fund – Select Shares	4.97
9	Forward International Dividend Fund – Institutional Shares	4.05
10	Forward EM Corporate Debt Fund	4.00

32

GuidePath^SM Fixed Income Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on August 31, 2012 (commencement of the Fund’s Service Shares operations). Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.

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

CUMULATIVE TOTAL RETURN (for the period ended March 31)
	Since Inception(1)
GuidePathSM Fixed Income Allocation Fund
Service Shares	0.59	%
Institutional Shares	0.88	%
Barclays US Aggregate Bond Index	0.23	%(2)

(1)	Inception date is 8/31/12 for Service Shares and 9/13/12 for Institutional Shares.
(2)	The return shown for the Barclays US Aggregate Bond Index is from the inception date of the Service Shares. The Barclays US Aggregate Bond Index return from the inception date of the Institutional Shares is 0.62%.

33

GuidePath^SM Fixed Income Allocation Fund

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

• Since inception to the period ended March 2013, the Fund returned 0.59% outperforming the Barclays US Aggregate Index at 0.23%.

• Exposure to opportunistic fixed income strategies that favored corporate credit, global high yield bonds, and currencies was the primary driver of performance. The ongoing demand for yield and risk taking investor behavior helped lift the returns of these asset classes.

• Security selection within mortgage-backed securities strategies, specifically non-agency bonds, proved beneficial to performance.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	GuideMarkSM Core Fixed Income Fund – Institutional Shares	24.32
2	Vanguard Total Bond Market ETF	22.08
3	GuideMarkSM Opportunistic Fixed Income Fund – Institutional Shares	7.19
4	iShares Barclays Credit Bond Fund	6.61
5	Vanguard Mortgage-Backed Securities ETF	5.83
6	iShares Barclays 1-3 Year Treasury Bond Fund	4.67
7	iShares Barclays 7-10 Year Treasury Bond Fund	4.41
8	SPDR Barclays TIPS ETF	3.18
9	SPDR Barclays High Yield Bond ETF	3.08
10	PIMCO Unconstrained Bond Fund – Institutional Shares	2.41

34

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

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on August 31, 2012 (commencement of the Fund’s Service Shares operations). Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.

HFRI FUND OF FUNDS COMPOSITE INDEX – The HFRI Fund of Funds Composite Index is an equally weighted hedge fund index including over 650 domestic and off-shore funds of funds.

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

CUMULATIVE TOTAL RETURN (for the period ended March 31)
	Since Inception(1)
GuidePathSM Altegris® Multi-Strategy Alternative Allocation Fund
Service Shares	0.26	%
Institutional Shares	-0.19	%
HFRI Fund of Funds Composite Index	5.74	%(2)
Citigroup 3-Month Treasury Bill Index	0.05	%(3)

(1)	Inception date is 8/31/12 for Service Shares and 9/13/12 for Institutional Shares.
(2)	Reflects index performance since the date closest to the Institutional Shares’ inception for which data is available. The HFRI Fund of Funds Composite Index is calculated from August 31, 2012, the inception date of the Service Shares.
(3)	The return shown for the Citigroup 3-Month Treasury Bill Index is from the inception date of the Service Shares. The Citigroup 3-Month Treasury Bill Index return from the inception of the Institutional Shares is 0.04%.

35

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

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

• For the period ended March 2013, the Fund returned 0.26% underperforming the HFRI Fund of Funds Composite Index at 5.74%. The Fund outperformed the Citigroup 3-Month Treasury Bill Index at 0.05%.

• Currency positioning was the main factor that adversely impacted returns. A net long position in the Japanese yen detracted from performance as the Bank of Japan moved towards more aggressive economic policy actions.

• The commodities markets as a whole have moved in a sideways pattern defying the broader market rally. The Fund’s commodities exposures were broad based, without a bias towards any specific sector that might have been advantageous.

• Equity exposure favoring financials and small caps, contributed positively towards performance. Exposure to opportunistic fixed income strategies that favored corporate credit, global high yield bonds, and currencies also benefitted returns.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Altegris® Equity Long Short Fund – Institutional Shares	41.90
2	Altegris® Macro Strategy Fund – Institutional Shares	19.23
3	GuideMarkSM Opportunistic Fixed Income Fund – Institutional Shares	12.63
4	Altegris® Futures Evolution Strategy Fund – Institutional Shares	8.63
5	Altegris® Managed Futures Strategy Fund – Institutional Shares	8.55
6	Altegris® Fixed Income Long Short Fund – Institutional Shares	6.80

36

GuideMark^SM Funds & GuidePath^SM Funds
EXPENSE EXAMPLE (Unaudited)

March 31, 2013

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

The Expense Examples are based on an investment of $1,000 invested at the beginning of a six-month period and held for the entire period, which for all Funds is from October 1, 2012 to March 31, 2013.

Actual Expenses
The first line of the Expense Example table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

The example includes, but is not limited to, management fees, shareholder servicing fees, distribution fees, fund accounting fees, custody fees and transfer agent fees. However, the example below does not include portfolio trading commissions and related expenses, interest expense or dividends on short positions taken by a Fund and other extraordinary expenses as determined under U.S. generally accepted accounting principles. To the extent that a Fund invests in shares of other investment companies as part of its investment strategy, you will indirectly bear your proportionate share of any fees and expenses charged by the underlying funds in which a Fund invests in addition to the expenses of the Fund. Actual expenses of the underlying funds are expected to vary among the various underlying funds. These expenses are not included in the example below.

Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expenses ratios and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

37

GuideMark^SM Funds & GuidePath^SM Funds

EXPENSE EXAMPLE (Continued) (Unaudited)

March 31, 2013

Fund		Beginning Account Value October 1, 2012			Ending Account Value March 31, 2013			Annualized Expense Ratio1 based on the period October 1, 2012– March 31, 2013		Expenses Paid During Period2 October 1, 2012– March 31, 2013
INSTITUTIONAL SHARES
GuideMarkSM Large Cap	Actual		$	1,000.00		$	1,058.40	0.91	%		$	4.67
Growth Fund	Hypothetical3		$	1,000.00		$	1,020.39	0.91	%		$	4.58
GuideMarkSM Large Cap	Actual		$	1,000.00		$	1,128.20	0.92	%		$	4.88
Value Fund	Hypothetical3		$	1,000.00		$	1,020.34	0.92	%		$	4.63
GuideMarkSM Small/Mid Cap	Actual		$	1,000.00		$	1,170.40	1.09	%		$	5.90
Core Fund	Hypothetical3		$	1,000.00		$	1,019.50	1.09	%		$	5.49
GuideMarkSM World	Actual		$	1,000.00		$	1,089.60	1.09	%		$	5.68
ex-US Fund	Hypothetical3		$	1,000.00		$	1,019.50	1.09	%		$	5.49
GuideMarkSM Opportunistic	Actual		$	1,000.00		$	1,152.20	1.05	%		$	5.63
Equity Fund	Hypothetical3		$	1,000.00		$	1,019.70	1.05	%		$	5.29
GuideMarkSM Global	Actual		$	1,000.00		$	1,004.40	0.83	%		$	4.15
Real Return Fund	Hypothetical3		$	1,000.00		$	1,020.79	0.83	%		$	4.18
GuideMarkSM Core	Actual		$	1,000.00		$	1,000.50	0.73	%		$	3.64
Fixed Income Fund	Hypothetical3		$	1,000.00		$	1,021.29	0.73	%		$	3.68
GuideMarkSM Opportunistic	Actual		$	1,000.00		$	1,052.20	1.05	%		$	5.37
Fixed Income Fund	Hypothetical3		$	1,000.00		$	1,019.70	1.05	%		$	5.29
GuidePathSM Strategic	Actual		$	1,000.00		$	1,095.00	0.42	%		$	2.19
Asset Allocation Fund	Hypothetical3		$	1,000.00		$	1,022.84	0.42	%		$	2.12
GuidePathSM Tactical ConstrainedSM	Actual		$	1,000.00		$	1,075.80	0.44	%		$	2.28
Asset Allocation Fund	Hypothetical3		$	1,000.00		$	1,022.74	0.44	%		$	2.22
GuidePathSM Tactical UnconstrainedSM	Actual		$	1,000.00		$	1,081.00	0.52	%		$	2.70
Asset Allocation Fund	Hypothetical3		$	1,000.00		$	1,022.34	0.52	%		$	2.62
GuidePathSM Absolute Return	Actual		$	1,000.00		$	1,013.30	0.51	%		$	2.56
Asset Allocation Fund	Hypothetical3		$	1,000.00		$	1,022.39	0.51	%		$	2.57
GuidePathSM Fixed Income	Actual		$	1,000.00		$	1,004.80	0.50	%		$	2.50
Allocation Fund	Hypothetical3		$	1,000.00		$	1,022.44	0.50	%		$	2.52
GuidePathSM Altegris® Multi-Strategy	Actual		$	1,000.00		$	1,005.10	0.30	%		$	1.50
Alternative Allocation Fund	Hypothetical3		$	1,000.00		$	1,023.44	0.30	%		$	1.51

1	The expense ratio excludes the securities lending credit.
2	Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/365 to reflect the one-half year period.
3	5% return before expenses.

38

GuideMark^SM Funds & GuidePath^SM Funds

EXPENSE EXAMPLE (Continued) (Unaudited)

March 31, 2013

Fund		Beginning Account Value October 1, 2012			Ending Account Value March 31, 2013			Annualized Expense Ratio1 based on the period October 1, 2012– March 31, 2013		Expenses Paid During Period2 October 1, 2012– March 31, 2013
SERVICE SHARES
GuideMarkSM Large Cap	Actual		$	1,000.00		$	1,054.90	1.53	%		$	7.84
Growth Fund	Hypothetical3		$	1,000.00		$	1,017.30	1.53	%		$	7.70
GuideMarkSM Large Cap	Actual		$	1,000.00		$	1,123.70	1.49	%		$	7.89
Value Fund	Hypothetical3		$	1,000.00		$	1,017.50	1.49	%		$	7.49
GuideMarkSM Small/Mid Cap	Actual		$	1,000.00		$	1,167.10	1.63	%		$	8.81
Core Fund	Hypothetical3		$	1,000.00		$	1,016.80	1.63	%		$	8.20
GuideMarkSM World	Actual		$	1,000.00		$	1,086.80	1.59	%		$	8.27
ex-US Fund	Hypothetical3		$	1,000.00		$	1,017.00	1.59	%		$	8.00
GuideMarkSM Opportunistic	Actual		$	1,000.00		$	1,147.90	1.61	%		$	8.62
Equity Fund	Hypothetical3		$	1,000.00		$	1,016.90	1.61	%		$	8.10
GuideMarkSM Global	Actual		$	1,000.00		$	1,000.90	1.40	%		$	6.98
Real Return Fund	Hypothetical3		$	1,000.00		$	1,017.95	1.40	%		$	7.04
GuideMarkSM Core	Actual		$	1,000.00		$	997.50	1.30	%		$	6.47
Fixed Income Fund	Hypothetical3		$	1,000.00		$	1,018.45	1.30	%		$	6.54
GuideMarkSM Tax-Exempt	Actual		$	1,000.00		$	1,007.80	1.29	%		$	6.46
Fixed Income Fund	Hypothetical3		$	1,000.00		$	1,018.50	1.29	%		$	6.49
GuideMarkSM Opportunistic	Actual		$	1,000.00		$	1,049.10	1.55	%		$	7.92
Fixed Income Fund	Hypothetical3		$	1,000.00		$	1,017.20	1.55	%		$	7.80
GuidePathSM Strategic	Actual		$	1,000.00		$	1,091.90	1.03	%		$	5.37
Asset Allocation Fund	Hypothetical3		$	1,000.00		$	1,019.80	1.03	%		$	5.19
GuidePathSM Tactical ConstrainedSM	Actual		$	1,000.00		$	1,071.60	1.04	%		$	5.37
Asset Allocation Fund	Hypothetical3		$	1,000.00		$	1,019.75	1.04	%		$	5.24
GuidePathSM Tactical UnconstrainedSM	Actual		$	1,000.00		$	1,079.00	1.16	%		$	6.01
Asset Allocation Fund	Hypothetical3		$	1,000.00		$	1,019.15	1.16	%		$	5.84
GuidePathSM Absolute Return	Actual		$	1,000.00		$	1,010.00	1.13	%		$	5.66
Asset Allocation Fund	Hypothetical3		$	1,000.00		$	1,019.30	1.13	%		$	5.69

39

GuideMark^SM Funds & GuidePath^SM Funds

EXPENSE EXAMPLE (Continued) (Unaudited)

March 31, 2013

Fund		Beginning Account Value October 1, 2012			Ending Account Value March 31, 2013			Annualized Expense Ratio1 based on the period October 1, 2012– March 31, 2013		Expenses Paid During Period2 October 1, 2012– March 31, 2013
SERVICE SHARES (Continued)
GuidePathSM Multi-Asset Income	Actual		$	1,000.00		$	1,060.70	1.29	%		$	6.63
Asset Allocation Fund	Hypothetical3		$	1,000.00		$	1,018.50	1.29	%		$	6.49
GuidePathSM Fixed Income	Actual		$	1,000.00		$	1,001.90	1.10	%		$	5.49
Allocation Fund	Hypothetical3		$	1,000.00		$	1,019.45	1.10	%		$	5.54
GuidePathSM Altegris® Multi-Strategy	Actual		$	1,000.00		$	1,002.60	0.68	%		$	3.40
Alternative Allocation Fund	Hypothetical3		$	1,000.00		$	1,021.54	0.68	%		$	3.43

1	The expense ratio excludes the securities lending credit.
2	Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/365 to reflect the one-half year period.
3	5% return before expenses.

40

GuideMark^SM Large Cap Growth Fund

SCHEDULE OF INVESTMENTS

March 31, 2013

Number of Shares			Value
		COMMON STOCKS - 99.72%
		Aerospace & Defense - 5.01%
	37,692	Boeing Co.	$	3,235,858
	41,480	Honeywell International, Inc.		3,125,518
	29,015	United Technologies Corp.		2,710,872
				9,072,248
		Automobiles - 0.56%
	77,068	Ford Motor Co.		1,013,444
		Beverages - 1.93%
	11,709	Anheuser-Busch InBev NV - ADR		1,165,631
	57,440	The Coca-Cola Company		2,322,873
				3,488,504
		Biotechnology - 6.62%
	44,418	Amgen, Inc.		4,553,289
	10,761	Biogen Idec, Inc. (b)		2,075,905
	23,196	Celgene Corp. (b)		2,688,648
	54,676	Gilead Sciences, Inc. (b)		2,675,297
				11,993,139
		Chemicals - 1.69%
	28,939	Monsanto Co.		3,056,827
		Commercial Services & Supplies - 0.48%
	17,675	The ADT Corp.		865,014
		Communications Equipment - 6.46%
	446,142	Cisco Systems, Inc.		9,328,829
	4,151	F5 Networks, Inc. (b)		369,771
	30,085	Qualcomm, Inc.		2,014,191
				11,712,791
		Computers & Peripherals - 6.95%
	10,800	Apple, Inc.		4,780,404
	13,722	International Business Machines Corp.		2,926,903
	76,112	NetApp, Inc. (b)		2,599,986
	19,793	QLogic Corp. (b)		229,599
	24,833	SanDisk Corp. (b)		1,365,815
	13,623	Western Digital Corp.		684,964
				12,587,671
		Consumer Finance - 1.24%
	33,271	American Express Co.		2,244,462
		Diversified Financial Services - 2.49%
	240,912	Bank of America Corp.		2,934,308
	33,391	JPMorgan Chase & Co.		1,584,737
				4,519,045

Number of Shares			Value
		Diversified Telecommunication Services - 2.20%
	81,247	Verizon Communications, Inc.	$	3,993,290
		Energy Equipment & Services - 2.77%
	2,107	Core Laboratories NV		290,597
	18,055	Diamond Offshore Drilling, Inc. (a)		1,255,906
	12,042	National-Oilwell Varco, Inc.		851,972
	20,252	Oceaneering International, Inc.		1,344,935
	24,575	Transocean Ltd. - ADR (b)		1,276,917
				5,020,327
		Food & Staples Retailing - 4.78%
	20,625	Costco Wholesale Corp.		2,188,519
	47,127	CVS Caremark Corp.		2,591,513
	51,859	Wal-Mart Stores, Inc.		3,880,609
				8,660,641
		Food Products - 0.92%
	29,304	Green Mountain Coffee Roasters, Inc. (a)(b)		1,663,295
		Health Care Equipment & Supplies - 2.33%
	9,801	Edwards Lifesciences Corp. (b)		805,250
	44,031	Hologic, Inc. (b)		995,101
	16,019	Medtronic, Inc.		752,252
	22,213	Zimmer Holdings, Inc.		1,670,862
				4,223,465
		Health Care Providers & Services - 1.61%
	22,427	Aetna, Inc.		1,146,468
	16,432	McKesson Corp.		1,773,999
				2,920,467
		Hotels, Restaurants & Leisure - 1.54%
	21,983	Starwood Hotels & Resorts Worldwide, Inc.		1,400,977
	10,324	Wyndham Worldwide Corp.		665,691
	5,855	Wynn Resorts Ltd.		732,812
				2,799,480
		Industrial Conglomerates - 2.92%
	25,144	3M Co.		2,673,059
	79,229	General Electric Co.		1,831,774
	24,620	Tyco International Ltd. - ADR		787,840
				5,292,673
		Internet & Catalog Retail - 2.15%
	10,128	Amazon.com, Inc. (b)		2,699,011
	1,728	Priceline.com, Inc. (b)		1,188,743
				3,887,754

See notes to financial statements.

41

GuideMark^SM Large Cap Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Number of Shares			Value
		COMMON STOCKS (Continued)
		Internet Software & Services - 6.30%
	41,687	eBay, Inc. (b)	$	2,260,269
	6,792	Google, Inc. (b)		5,393,052
	45,577	IAC/InterActiveCorp		2,036,380
	73,094	Yahoo, Inc. (b)		1,719,902
				11,409,603
		IT Services - 1.65%
	5,668	Paychex, Inc.		198,777
	16,446	Visa, Inc.		2,793,188
				2,991,965
		Life Sciences Tools & Services - 0.47%
	44,817	Bruker Corp. (b)		856,005
		Machinery - 3.63%
	30,111	Danaher Corp.		1,871,398
	15,076	Dover Corp.		1,098,739
	23,838	Illinois Tool Works, Inc.		1,452,688
	23,479	Parker Hannifin Corp.		2,150,207
				6,573,032
		Media - 4.63%
	69,217	Comcast Corp.		2,907,806
	63,422	News Corp.		1,935,639
	36,442	Omnicom Group, Inc.		2,146,434
	455,636	Sirius XM Radio, Inc. (a)		1,403,359
				8,393,238
		Metals & Mining - 0.18%
	19,736	Allied Nevada Gold Corp. (b)		324,855
		Multiline Retail - 0.73%
	27,423	Dollar Tree, Inc. (b)		1,328,096
		Oil & Gas - 0.89%
	35,624	Valero Energy Corp.		1,620,536
		Pharmaceuticals - 5.88%
	68,892	Abbott Laboratories		2,433,265
	41,237	AbbVie, Inc.		1,681,645
	47,380	Eli Lilly & Co.		2,690,710
	25,890	Johnson & Johnson		2,110,812
	39,170	Merck & Co., Inc.		1,732,489
				10,648,921

Number of Shares			Value
		Road & Rail - 0.71%
	57,534	Hertz Global Holdings, Inc. (b)	$	1,280,707
		Semiconductor & Semiconductor Equipment - 3.42%
	63,541	Altera Corp.		2,253,799
	38,424	Broadcom Corp.		1,332,160
	32,758	Microchip Technology, Inc.		1,204,184
	37,071	Xilinx, Inc.		1,415,000
				6,205,143
		Software - 8.18%
	19,096	BMC Software, Inc. (b)		884,718
	31,979	Check Point Software Technologies Ltd. - ADR (a)(b)		1,502,693
	14,107	Intuit, Inc.		926,125
	196,573	Microsoft Corp.		5,623,953
	9,370	NetSuite, Inc. (a)(b)		750,162
	122,983	Oracle Corp.		3,977,270
	22,801	Red Hat, Inc. (b)		1,152,819
				14,817,740
		Specialty Retail - 6.70%
	39,787	Home Depot, Inc.		2,776,337
	80,244	Lowe’s Companies, Inc.		3,042,852
	21,629	O’Reilly Automotive, Inc. (b)		2,218,054
	13,169	PetSmart, Inc.		817,795
	6,682	Sherwin Williams Co.		1,128,523
	24,127	The Buckle, Inc. (a)		1,125,525
	22,040	The TJX Companies, Inc.		1,030,370
				12,139,456
		Tobacco - 1.70%
	33,225	Philip Morris International, Inc.		3,080,290
		Total Common Stocks (Cost $140,201,132)		180,684,124
		SHORT TERM INVESTMENTS - 0.13%
		Money Market Funds - 0.13%
	243,645	Federated Prime Obligations Fund Effective Yield. 0.08%		243,645
		Total Short Term Investments (Cost $243,645)		243,645

See notes to financial statements.

42

GuideMark^SM Large Cap Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Number of Shares			Value
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 3.30%
		Money Market Funds - 3.27%
	5,923,707	First American Government Obligations Fund Effective Yield, 0.02%	$	5,923,707
	20,508	Reserve Primary Fund (c)		792
		Total Money Market Funds (Cost $5,941,399)		5,924,499

Principal Amount			Value
		Cash - 0.03%
$	61,497	Cash	$	61,497
		Total Cash (Cost $61,497)		61,497
		Total Investments Purchased as Securities Lending Collateral (Cost $6,002,896)		5,985,996
		Total Investments (Cost $146,447,673) - 103.15%		186,913,765
		Liabilities in Excess of Other Assets - (3.15)%		(5,723,172	)
		TOTAL NET ASSETS - 100.00%	$	181,190,593

Percentages are stated as a percent of net assets. ADR - American Depositary Receipt
(a)	All or portion of this security is on loan.
(b)	Non-income producing security.
(c)	As of March 31, 2013, the Fund has fair valued this security and deemed it illiquid. The value of this security was $792, which represents 0.00% of total net assets.

See notes to financial statements.

43

GuideMark^SM Large Cap Value Fund

SCHEDULE OF INVESTMENTS

March 31, 2013

Number of Shares			Value
		COMMON STOCKS - 98.67%
		Aerospace & Defense - 2.01%
	40,800	Honeywell International, Inc.	$	3,074,280
	15,800	Raytheon Co.		928,882
				4,003,162
		Auto Components - 1.08%
	48,700	Delphi Automotive Plc (b)		2,162,280
		Automobiles - 1.35%
	49,500	Daimler AG - ADR (a)		2,696,760
		Building Products - 1.05%
	103,200	Masco Corp.		2,089,800
		Capital Markets - 2.13%
	29,000	Ameriprise Financial, Inc.		2,135,850
	35,700	State Street Corp.		2,109,513
				4,245,363
		Chemicals - 2.29%
	19,700	E.I. du Pont de Nemours & Co.		968,452
	55,000	Rockwood Holdings, Inc.		3,599,200
				4,567,652
		Commercial Banks - 4.84%
	168,600	Fifth Third Bancorp		2,749,866
	45,300	PNC Financial Services Group, Inc.		3,012,450
	105,100	Wells Fargo & Co.		3,887,649
				9,649,965
		Computers & Peripherals - 1.53%
	14,300	International Business Machines Corp.		3,050,190
		Consumer Finance - 7.70%
	45,100	American Express Co.		3,042,446
	91,800	Capital One Financial Corp.		5,044,410
	54,700	Discover Financial Services		2,452,748
	235,700	SLM Corp.		4,827,136
				15,366,740
		Diversified Financial Services - 6.01%
	283,100	Bank of America Corp.		3,448,158
	97,380	Citigroup, Inc.		4,308,091
	89,400	JPMorgan Chase & Co.		4,242,924
				11,999,173

Number of Shares			Value
		Diversified Telecommunication Services - 2.60%
	112,100	AT&T, Inc.	$	4,112,949
	21,900	Verizon Communications, Inc.		1,076,385
				5,189,334
		Electrical Equipment - 2.89%
	49,400	Eaton Corp. Plc		3,025,750
	49,200	Emerson Electric Co.		2,748,804
				5,774,554
		Electronic Equipment & Instruments - 1.27%
	86,800	Molex, Inc. (a)		2,541,504
		Energy Equipment & Services - 1.20%
	64,100	SeaDrill Ltd. (a)		2,385,161
		Food & Staples Retailing - 2.48%
	27,400	CVS Caremark Corp.		1,506,726
	72,200	Walgreen Co.		3,442,496
				4,949,222
		Gas Utilities - 0.65%
	27,400	ONEOK, Inc.		1,306,158
		Health Care Equipment & Supplies - 3.02%
	34,800	Baxter International, Inc.		2,527,872
	74,600	Medtronic, Inc.		3,503,216
				6,031,088
		Health Care Providers & Services - 5.79%
	47,800	Cardinal Health, Inc.		1,989,436
	39,100	CIGNA Corp.		2,438,667
	68,700	Omnicare, Inc.		2,797,464
	47,700	UnitedHealth Group, Inc.		2,728,917
	24,200	WellPoint, Inc.		1,602,766
				11,557,250
		Hotels, Restaurants & Leisure - 4.19%
	86,800	Carnival Corp. - ADR		2,977,240
	166,400	International Game Technology		2,745,600
	79,100	Royal Caribbean Cruises Ltd. (a)		2,627,702
				8,350,542
		Household Durables - 2.05%
	50,400	Stanley Black & Decker, Inc.		4,080,888
		Industrial Conglomerates - 2.83%
	109,200	General Electric Co.		2,524,704
	97,500	Tyco International Ltd. - ADR		3,120,000
				5,644,704

See notes to financial statements.

44

GuideMark^SM Large Cap Value Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Number of Shares			Value
		COMMON STOCKS (Continued)
		Insurance - 3.06%
	17,700	Chubb Corp.	$	1,549,281
	24,500	Travelers Companies, Inc.		2,062,655
	82,000	XL Group Plc		2,484,600
				6,096,536
		Leisure Equipment & Products - 0.99%
	45,100	Hasbro, Inc. (a)		1,981,694
		Machinery - 5.23%
	47,100	Illinois Tool Works, Inc.		2,870,274
	30,650	ITT Corp.		871,379
	68,089	Pentair Ltd.		3,591,695
	39,200	SPX Corp.		3,095,232
				10,428,580
		Multiline Retail - 1.56%
	45,500	Target Corp.		3,114,475
		Oil & Gas - 8.52%
	69,800	BP Plc - ADR		2,956,030
	24,400	Chevron Corp.		2,899,208
	45,500	ConocoPhillips		2,734,550
	97,900	Marathon Oil Corp.		3,301,188
	35,000	Occidental Petroleum Corp.		2,742,950
	33,850	Phillips 66		2,368,485
				17,002,411
		Pharmaceuticals - 6.19%
	51,700	Johnson & Johnson		4,215,101
	123,600	Pfizer, Inc.		3,567,096
	51,400	Sanofi Aventis - ADR		2,625,512
	49,200	Teva Pharmaceutical Industries Ltd. - ADR		1,952,256
				12,359,965
		Semiconductor & Semiconductor Equipment - 2.96%
	79,200	Microchip Technology, Inc.		2,911,392
	84,400	Texas Instruments, Inc.		2,994,512
				5,905,904
		Software - 2.27%
	89,200	CA, Inc.		2,245,164
	79,800	Microsoft Corp.		2,283,078
				4,528,242

Number of Shares			Value
		Specialty Retail - 0.83%
	44,900	Rent-A-Center, Inc. (a)	$	1,658,606
		Textiles, Apparel & Luxury Goods - 1.38%
	60,500	Hanesbrands, Inc. (b)		2,756,380
		Thrifts & Mortgage Finance - 3.06%
	214,600	New York Community Bancorp, Inc. (a)		3,079,510
	225,600	People’s United Financial, Inc.		3,032,064
				6,111,574
		Tobacco - 3.66%
	84,800	Altria Group, Inc.		2,916,272
	22,800	Imperial Tobacco Group Plc - ADR		1,596,000
	30,000	Philip Morris International, Inc.		2,781,300
				7,293,572
		Total Common Stocks (Cost $151,832,484)		196,879,429
		SHORT TERM INVESTMENTS - 1.11%
		Money Market Funds - 1.11%
	2,211,047	Federated Prime Obligations Fund Effective Yield, 0.08%		2,211,047
		Total Short Term Investments (Cost $2,211,047)		2,211,047
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 3.71%
		Money Market Funds - 3.67%
	7,326,426	First American Government Obligations Fund Effective Yield, 0.02%		7,326,426
	23,460	Reserve Primary Fund (c)		906
		Total Money Market Funds (Cost $7,346,669)		7,327,332

See notes to financial statements.

45

GuideMark^SM Large Cap Value Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		Cash - 0.04%
$	76,060	Cash	$	76,060
		Total Cash (Cost $76,060)		76,060
		Total Investments Purchased as Securities Lending Collateral (Cost $7,422,729)		7,403,392
		Total Investments (Cost $161,466,260) - 103.49%		206,493,868
		Liabilities in Excess of Other Assets - (3.49)%		(6,969,152	)
		TOTAL NET ASSETS - 100.00%	$	199,524,716

Percentages are stated as a percent of net assets. ADR - American Depositary Receipt
(a)	All or portion of this security is on loan.
(b)	Non-income producing security.
(c)	As of March 31, 2013, the Fund has fair valued this security and deemed it illiquid. The value of this security was $906, which represents 0.00% of total net assets.

See notes to financial statements.

46

GuideMark^SM Small/Mid Cap Core Fund

SCHEDULE OF INVESTMENTS

March 31, 2013

Number of Shares			Value
		COMMON STOCKS - 92.37%
		Aerospace & Defense - 2.40%
	16,410	BE Aerospace, Inc. (b)	$	989,359
	13,340	Triumph Group, Inc. (a)		1,047,190
				2,036,549
		Airlines - 1.21%
	8,600	Copa Holdings SA		1,028,646
		Beverages - 0.73%
	13,020	Constellation Brands, Inc. (b)		620,273
		Biotechnology - 4.63%
	23,900	Amarin Corp. - ADR (a)(b)		177,099
	10,820	BioMarin Pharmaceutical, Inc. (b)		673,653
	41,690	Coronado Biosciences, Inc. (a)(b)		405,227
	8,590	Genomic Health, Inc. (a)(b)		242,925
	9,560	Medivation, Inc. (b)		447,121
	12,600	Onyx Pharmaceuticals, Inc. (b)		1,119,636
	1,480	Repligen Corp. (b)		10,227
	41,210	Sunesis Pharmaceuticals, Inc. (a)(b)		225,419
	43,790	Synta Pharmaceuticals Corp. (a)(b)		376,594
	64,230	Vical, Inc. (b)		255,635
				3,933,536
		Building Products - 0.84%
	19,050	Fortune Brands Home & Security, Inc. (b)		713,041
		Capital Markets - 3.94%
	57,780	FXCM, Inc.		790,430
	20,500	Invesco Ltd.		593,680
	19,210	Investment Technology Group (b)		212,079
	22,150	Raymond James Financial, Inc.		1,021,115
	19,640	Walter Investment Management Corp. (b)		731,590
				3,348,894
		Chemicals - 2.90%
	8,620	Ashland, Inc.		640,466
	10,570	Innophos Holdings, Inc.		576,699
	13,000	Innospec, Inc.		575,640
	10,280	Rockwood Holdings, Inc.		672,723
				2,465,528

Number of Shares			Value
		Commercial Banks - 4.02%
	11,250	BBCN Bancorp, Inc.	$	146,925
	64,290	FirstMerit Corp. (a)		1,062,714
	7,930	Hancock Holding Co.		245,195
	153,330	Huntington Bancshares, Inc.		1,133,109
	800	SCBT Financial Corp.		40,320
	11,100	SVB Financial Group (b)		787,434
				3,415,697
		Commercial Services & Supplies - 0.77%
	7,850	Multi-Color Corp.		202,452
	12,600	Waste Connections, Inc.		453,348
				655,800
		Communications Equipment - 3.26%
	30,020	ADTRAN, Inc. (a)		589,893
	47,210	Juniper Networks, Inc. (b)		875,274
	21,610	NetGear, Inc. (b)		724,151
	10,270	Palo Alto Networks, Inc. (a)(b)		581,282
				2,770,600
		Computers & Peripherals - 1.08%
	33,340	NCR Corp. (b)		918,850
		Construction & Engineering - 0.65%
	17,220	KBR, Inc.		552,418
		Construction Materials - 1.63%
	10,460	Eagle Materials, Inc.		696,950
	6,780	Martin Marietta Materials, Inc. (a)		691,695
				1,388,645
		Consumer Finance - 1.29%
	65,740	DFC Global Corp. (b)		1,093,914
		Containers & Packaging - 1.55%
	13,960	AptarGroup, Inc.		800,606
	5,580	Rock-Tenn Co.		517,768
				1,318,374
		Diversified Financial Services - 2.45%
	50,750	Interactive Brokers Group, Inc.		756,682
	40,930	NASDAQ OMX Group, Inc.		1,322,039
				2,078,721
		Diversified Telecommunication Services - 0.33%
	3,850	Cogent Communications Group, Inc.		101,640
	44,190	Frontier Communications Corp. (a)		175,876
				277,516

See notes to financial statements.

47

GuideMark^SM Small/Mid Cap Core Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Number of Shares			Value
		COMMON STOCKS (Continued)
		Electric Utilities - 2.33%
	6,550	ITC Holdings Corp.	$	584,653
	25,990	Portland General Electric Co.		788,277
	12,380	UNS Energy Corp.		605,877
				1,978,807
		Electrical Equipment - 1.71%
	17,740	AMETEK, Inc.		769,207
	8,370	Regal Beloit Corp.		682,657
				1,451,864
		Energy Equipment & Services - 3.25%
	26,430	Forum Energy Technologies, Inc. (a)(b)		760,127
	3,840	Geospace Technologies Corp. (b)		414,413
	8,140	Oil States International, Inc. (b)		663,979
	37,000	Pacific Drilling SA (b)		373,700
	10,870	Tidewater, Inc. (a)		548,935
				2,761,154
		Food & Staples Retailing - 0.87%
	14,950	United Natural Foods, Inc. (b)		735,540
		Food Products - 0.64%
	15,480	Hillshire Brands Co.		544,122
		Gas Utilities - 1.22%
	24,290	Atmos Energy Corp.		1,036,940
		Health Care Equipment & Supplies - 1.93%
	29,130	NuVasive, Inc. (b)		620,760
	4,810	Teleflex, Inc.		406,493
	16,380	Thoratec Corp. (b)		614,250
				1,641,503
		Health Care Providers & Services - 0.71%
	9,430	Universal Health Services, Inc.		602,294
		Hotels, Restaurants & Leisure - 0.56%
	7,750	Papa Johns International, Inc. (b)		479,105
		Household Durables - 3.20%
	40,100	D.R. Horton, Inc.		974,430
	18,465	Jarden Corp. (b)		791,225
	27,930	Toll Brothers, Inc. (b)		956,323
				2,721,978
		Industrial Conglomerates - 1.20%
	14,980	Carlisle Companies, Inc.		1,015,494

Number of Shares			Value
		Insurance - 3.86%
	33,700	Axis Capital Holdings Ltd. (a)	$	1,402,594
	11,900	Platinum Underwriters Holdings Ltd.		664,139
	9,870	Reinsurance Group of America		588,943
	14,510	StanCorp Financial Group, Inc.		620,448
				3,276,124
		Internet Software & Services - 0.67%
	24,630	ExactTarget, Inc. (b)		573,140
		IT Services - 3.46%
	22,250	ExlService Holdings, Inc. (b)		731,580
	7,280	Fleetcor Technologies, Inc. (b)		558,158
	18,630	Global Payments, Inc.		925,166
	29,190	Total System Services, Inc.		723,328
				2,938,232
		Life Sciences Tools & Services - 1.65%
	38,700	Bruker Corp. (b)		739,170
	4,140	Charles River Laboratories (b)		183,278
	7,060	Techne Corp.		479,021
				1,401,469
		Machinery - 4.94%
	15,790	Colfax Corp. (b)		734,867
	4,460	Flowserve Corp.		747,986
	12,050	IDEX Corp.		643,711
	16,840	Nordson Corp.		1,110,598
	12,150	SPX Corp.		959,364
				4,196,526
		Media - 0.95%
	48,540	Regal Entertainment Group (a)		809,162
		Metals & Mining - 0.62%
	6,680	Compass Minerals International, Inc.		527,052
		Multi-Utilities - 1.52%
	16,920	NRG Energy, Inc.		448,211
	12,100	OGE Energy Corp.		846,758
				1,294,969
		Oil & Gas - 2.91%
	10,940	Berry Petroleum Co. (a)		506,413
	5,500	Concho Resources, Inc. (b)		535,865
	21,060	Diamondback Energy, Inc. (b)		565,250
	24,380	Western Refining, Inc.		863,296
				2,470,824

See notes to financial statements.

48

GuideMark^SM Small/Mid Cap Core Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Number of Shares			Value
		COMMON STOCKS (Continued)
		Personal Products - 0.46%
	8,760	Nu Skin Enterprises, Inc. (a)	$	387,192
		Pharmaceuticals - 1.16%
	5,850	Theravance, Inc. (b)		138,177
	62,600	Warner Chilcott Plc		848,230
				986,407
		Road & Rail - 0.75%
	6,830	Genesee & Wyoming, Inc. (b)		635,941
		Semiconductor & Semiconductor Equipment - 2.30%
	88,510	Atmel Corp. (b)		616,030
	12,140	Cavium, Inc. (b)		471,153
	14,980	M/A-Com Technology Solutions Holdings, Inc. (b)		240,729
	25,880	Monolithic Power Systems, Inc.		630,695
				1,958,607
		Software - 3.40%
	18,380	Aspen Technology, Inc. (b)		593,490
	22,810	Bottomline Technologies, Inc. (b)		650,313
	18,870	Guidewire Software, Inc. (b)		725,363
	15,580	Sourcefire, Inc. (b)		922,804
				2,891,970
		Specialty Retail - 8.22%
	9,770	Advance Auto Parts, Inc.		807,491
	14,900	Dicks Sporting Goods, Inc.		704,770
	23,440	Foot Locker, Inc.		802,586
	15,340	PetSmart, Inc.		952,614
	22,440	Sally Beauty Holdings, Inc. (b)		659,287
	55,250	Staples, Inc.		742,007
	8,200	Tractor Supply Co.		853,866
	11,230	Ulta Salon, Cosmetics & Fragrance, Inc.		911,539
	11,330	Vitamin Shoppe, Inc. (b)		553,470
				6,987,630
		Textiles, Apparel & Luxury Goods - 1.15%
	19,140	Under Armour, Inc. (b)		979,968
		Thrifts & Mortgage Finance - 1.22%
	28,080	Nationstar Mortgage Holdings, Inc. (a)(b)		1,036,152

Number of Shares			Value
		Trading Companies & Distributors - 1.06%
	12,450	Wesco International, Inc. (a)(b)	$	903,995
		Wireless Telecommunication Services - 0.77%
	10,630	Clearwire Corp. (b)		34,441
	10,950	NII Holdings, Inc. (a)(b)		47,414
	7,960	SBA Communications Corp. (a)(b)		573,279
				655,134
		Total Common Stocks (Cost $64,073,513)		78,496,297
		REAL ESTATE INVESTMENT TRUSTS - 5.94%
		Real Estate Investment Trusts - 5.94%
	26,520	American Campus Communities, Inc.		1,202,417
	60,490	Douglas Emmett, Inc. (a)		1,508,016
	20,720	Extra Space Storage, Inc.		813,674
	12,710	Post Properties, Inc.		598,641
	39,950	Redwood Trust, Inc. (a)		926,041
		Total Real Estate Investment Trusts (Cost $3,778,571)		5,048,789
		SHORT TERM INVESTMENTS - 1.56%
		Money Market Funds - 1.56%
	1,324,970	Federated Prime Obligations Fund Effective Yield, 0.08%		1,324,970
		Total Short Term Investments (Cost $1,324,970)		1,324,970
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 9.67%
		Money Market Funds - 9.57%
	8,136,015	First American Government Obligations Fund Effective Yield, 0.02%		8,136,015
	6,386	Reserve Primary Fund (c)		247
		Total Money Market Funds (Cost $8,141,522)		8,136,262

See notes to financial statements.

49

GuideMark^SM Small/Mid Cap Core Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		Cash - 0.10%
$	84,465	Cash	$	84,465
		Total Cash (Cost $84,465)		84,465
		Total Investments Purchased as Securities Lending Collateral (Cost $8,225,987)		8,220,727
		Total Investments (Cost $77,403,041) - 109.54%		93,090,783
		Liabilities in Excess of Other Assets - (9.54)%		(8,107,715	)
		TOTAL NET ASSETS - 100.00%	$	84,983,068

Percentages are stated as a percent of net assets.
ADR - American Depositary Receipt
(a)	All or portion of this security is on loan.
(b)	Non-income producing security.
(c)	As of March 31, 2013, the Fund has fair valued this security and deemed it illiquid. The value of this security was $247, which represents 0.00% of total net assets.

See notes to financial statements.

50

GuideMark^SM World ex-US Fund

SCHEDULE OF INVESTMENTS

March 31, 2013

Number of Shares			Value
		COMMON STOCKS - 94.53%
		Australia - 6.10%
	99,295	Australia and New Zealand Banking Group Ltd.	$	2,961,397
	24,104	BHP Billiton Ltd.		823,995
	58,712	Boral Ltd.		301,363
	31,721	CSL Ltd.		1,960,718
	122,721	Fortescue Metals Group Ltd.		508,068
	69,246	Goodman Group		346,129
	29,855	Iluka Resources Ltd.		293,433
	96,161	Incitec Pivot Ltd.		310,807
	19,888	Medusa Mining Ltd.		89,382
	183,856	Mirvac Group		311,093
	31,078	Newcrest Mining Ltd.		650,590
	72,477	Origin Energy Ltd.		1,008,696
	7,388	Rio Tinto Ltd.		443,147
	1	SCA Property Group (b)		2
	150,161	SP AusNet		187,381
	188,369	Spark Infrastructure Group		326,184
	83,303	Tatts Group Ltd.		275,485
	54,502	Transurban Group		362,394
	99,855	Westfield Group		1,131,361
	95,105	Westpac Banking Corp.		3,060,623
	11,278	Woodside Petroleum Ltd.		422,710
	41,145	Woolworths Ltd.		1,452,565
				17,227,523
		Belgium - 1.56%
	18,877	Anheuser-Busch InBev NV		1,876,709
	24,351	KBC Groep NV		844,352
	6,300	ThromboGenics NV (b)		303,565
	9,200	UCB SA		588,523
	17,037	Umicore SA		801,352
				4,414,501
		Bermuda - 0.33%
	135,000	COSCO Pacific Ltd.		195,471
	51,000	Hongkong Land Holdings Ltd.		378,922
	366,000	Noble Group Ltd.		360,602
				934,995
		Brazil - 1.65%
	45,000	Banco do Brasil SA		609,724
	31,000	BM&FBovespa SA		208,482

Number of Shares			Value
		Brazil (Continued)
	18,600	Cia de Saneamento Basico do Estado de Sau Paulo	$	886,210
	23,100	Cosan SA Industria e Comercio		516,242
	26,500	EcoRodovias Infraestructura e Logistica SA		227,527
	23,700	Ez Tec Empreendimentos e Participacoes SA		316,899
	14,700	M Dias Branco SA		585,600
	80,900	Petroleo Brasileiro SA		671,781
	35,900	Qualicorp SA (b)		360,466
	65,700	Tim Participacoes SA		288,062
				4,670,993
		Canada - 7.47%
	30,100	Alamos Gold, Inc. (b)		413,344
	19,400	Alimentation Couche Tard, Inc. (b)		1,051,498
	13,000	Baytex Energy Corp. (b)		544,775
	36,100	Canadian Natural Resources Ltd. (b)		1,157,432
	9,900	Canadian Pacific Railway Ltd. (b)		1,291,673
	8,000	Catamaran Corp. (b)		423,921
	35,100	Cenovus Energy, Inc. (b)		1,087,017
	15,000	Dollarama, Inc. (b)		963,184
	65,920	Eldorado Gold Corp. (b)		630,096
	37,800	First Quantum Minerals Ltd.		718,901
	4,400	Franco Nevada Corp.		200,845
	14,400	Goldcorp, Inc. (b)		484,512
	12,100	Intact Financial Corp. (b)		741,473
	66,600	Manulife Financial Corp. (b)		980,790
	10,300	National Bank Of Canada (b)		756,493
	9,800	Open Text Corp. (b)		579,211
	20,500	Research In Motion Ltd. (b)		304,518
	35,000	Royal Bank Of Canada (b)		2,108,579
	13,100	Silver Wheaton Corp. (b)		410,080
	19,400	Sun Life Financial, Inc. (b)		529,377
	35,900	Suncor Energy, Inc. (b)		1,075,745
	23,300	Toronto-Dominion Bank (b)		1,939,966
	25,100	TransCanada Corp. (b)		1,198,356
	20,500	Valeant Pharmaceuticals International, Inc. (b)		1,538,938
				21,130,724

See notes to financial statements.

51

GuideMark^SM World ex-US Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Number of Shares			Value
		COMMON STOCKS (Continued)
		Cayman Islands - 1.22%
	158,500	Lifestyle International Holdings Ltd.	$	352,439
	194,200	Sands China Ltd.		1,010,509
	560,000	Sino Biophamaceutical		391,745
	26,800	Tencent Holdings Ltd.		857,188
	42,000	TPK Holding Co. Ltd.		840,847
				3,452,728
		Chile - 0.43%
	460,900	Aguas Andinas SA		371,545
	5,147,500	Banco Santander Chile		364,746
	10,226	Cia Cervecerias Unidas SA		170,008
	14,700	ENTEL Chile SA		311,041
				1,217,340
		China - 2.06%
	1,312,000	Bank of China Ltd.		610,424
	1,822,000	China Construction Bank Corp.		1,493,528
	887,000	China Eastern Airlines Corp. Ltd. (b)		387,210
	458,000	China National Building Material Co. Ltd.		579,145
	298,000	China Oilfield Services, Ltd.		626,328
	59,400	China Pacific Insurance Group Co. Ltd.		196,185
	702,000	China Petroleum & Chemical Corp.		823,239
	196,500	Great Wall Motor Co. Ltd.		668,761
	256,000	Guangshen Railway Co. Ltd.		125,602
	244,000	Petrochina Co.		321,315
				5,831,737
		Colombia - 0.13%
	9,060	Almacenes Exito SA		163,780
	12,610	Bancolombia SA		198,941
				362,721
		Czech Republic - 0.24%
	3,550	Komercni Banka AS		677,287
		Denmark - 1.65%
	83	A.P. Moller - Maersk Group		651,430
	33,243	Danske Bank A/S (b)		596,024
	16,452	Novo Nordisk A/S		2,651,768
	97,500	TDC A/S		750,447
				4,649,669

Number of Shares			Value
		Finland - 0.23%
	16,700	Sampo OYJ	$	644,105
		France - 6.32%
	10,961	Alstom SA		447,080
	7,400	Arkema SA		674,362
	3,779	AtoS		260,404
	26,603	BNP Paribas SA		1,367,866
	19,056	Carrefour SA		522,007
	2,925	Christian Dior SA		485,518
	2,515	Iliad SA		535,000
	12,800	Lagardere SCA		471,779
	13,000	Legrand SA		567,160
	6,496	LVMH Moet Hennessy Louis Vuitton SA		1,116,081
	2,900	Pernod-Ricard SA		361,451
	4,550	PPR SA		1,000,675
	11,400	Renault SA		715,211
	16,830	Safran SA		751,145
	19,522	Saint-Gobain SA		724,923
	38,554	Sanofi-Aventis SA		3,931,956
	17,245	Schneider Electric SA		1,261,096
	5,600	Technip SA		574,393
	17,065	Total SA		817,312
	12,980	Vinci SA		585,890
	32,206	Vivendi SA		666,281
				17,837,590
		Germany - 5.63%
	5,800	Adidas AG		602,908
	14,223	Allianz SE		1,938,917
	6,788	BASF SE		596,006
	21,717	Bayer AG		2,244,371
	7,871	Beiersdorf AG		727,474
	3,200	Brenntag AG		500,376
	16,374	E.ON AG		286,509
	4,800	Fresenius SE & Co. KGaA		593,076
	17,229	GEA Group AG		569,059
	8,732	HeidelbergCement AG		629,640
	5,777	Henkel AG & Co. KGaA		456,619
	13,121	Lanxess AG		932,734
	6,607	Linde AG		1,230,740
	20,300	ProSiebenSat.1 Media AG		726,630
	24,291	SAP AG		1,953,663
	10,000	ThyssenKrupp AG		203,874
	8,629	Volkswagen AG		1,718,662
				15,911,258

See notes to financial statements.

52

GuideMark^SM World ex-US Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Number of Shares			Value
		COMMON STOCKS (Continued)
		Hong Kong - 3.38%
	324,200	AIA Group Ltd.	$	1,425,419
	139,000	BOC Hong Kong Holdings Ltd.		464,903
	76,000	China Mobile Ltd.		806,086
	84,000	China Resources Land Ltd.		235,529
	218,000	China Resources Power Holdings Co. Ltd.		653,002
	373,000	CNOOC Ltd.		717,244
	142,000	Galaxy Entertainment Group Ltd. (b)		595,463
	42,000	Hengan International Group Co. Ltd.		412,037
	68,000	Hysan Development Co. Ltd.		344,248
	1,039,000	Industrial & Commercial Bank of China		730,726
	170,000	Kunlun Energy Co. Ltd.		362,187
	678,000	KWG Property Holding Ltd.		425,999
	50,500	Orient Overseas International Ltd.		342,038
	196,000	Skyworth Digital Holdings Ltd.		132,063
	80,000	Sun Hung Kai Properties Ltd.		1,079,559
	139,600	Swire Properties Ltd.		496,493
	30,686	Wing Hang Bank Ltd.		326,675
				9,549,671
		Indonesia - 0.87%
	1,130,000	Bank Rakyat Indonesia Persero Tbk PT		1,021,351
	1,837,000	Media Nusantara Citra Tbk PT		535,560
	88,500	Semen Indonesia Persero Tbk PT		161,660
	304,500	Telekomunikasi Indonesia Persero Tbk PT		345,595
	620,500	Tower Bersama Infrastructure Tbk PT (b)		386,798
				2,450,964
		Ireland - 0.11%
	28,560	James Hardie Industries Plc		299,600
		Israel - 0.12%
	25,100	Israel Chemicals Ltd.		325,249
		Italy - 0.94%
	318,824	Enel S.p.A.		1,045,405
	25,496	Eni S.p.A.		570,816
	170,600	Intesa Sanpaolo S.p.A.		251,364
	78,270	Mediobanca S.p.A.		400,095
	12,566	Saipem S.p.A.		386,221
				2,653,901

Number of Shares			Value
		Japan - 14.47%
	7,600	AEON Financial Service Co. Ltd.	$	215,586
	12,500	Aeon Mall Co. Ltd.		381,692
	29,000	Ajinomoto Co, Inc.		426,409
	54,000	Asahi Kasei Corp.		364,944
	16,100	Astellas Pharma, Inc.		868,867
	24,000	Bridgestone Corp.		807,553
	22,100	Canon, Inc.		812,175
	6,700	Credit Saison Co.		167,625
	144	Dai-ichi Life Insurance		193,237
	12,000	Daiichi Sankyo Company, Ltd.		231,633
	4,700	Daito Trust Construction Co. Ltd.		403,330
	17,500	Dena Co. Ltd.		477,163
	11,600	Denso Corp.		492,866
	13,300	East Japan Railway Co.		1,094,813
	32,000	Fuji Heavy Industries Ltd.		507,582
	9,300	Hitachi High-Technologies Corp.		194,492
	137,000	Hitachi Ltd.		799,808
	33,900	Honda Motor Co. Ltd.		1,305,505
	98	Inpex Corp.		527,807
	45,800	ITOCHU Corp.		562,760
	3,800	Japan Airlines Co. Ltd.		177,259
	45,600	Japan Tobacco, Inc.		1,458,631
	15,300	JFE Holdings, Inc.		296,132
	26,200	JS Group Corp.		522,735
	12,000	JSR Corp.		245,965
	38,600	JX Holdings, Inc.		217,645
	11,000	Kakaku.com, Inc.		276,936
	34,000	Kubota Corp.		493,370
	2,600	Kyocera Corp.		238,557
	6,700	Makita Corp.		298,697
	32,200	Mitsubishi Corp.		606,450
	64,000	Mitsubishi Electric Corp.		520,637
	35,000	Mitsubishi Gas Chemical Co., Inc.		231,806
	143,000	Mitsubishi Heavy Industries Ltd.		827,322
	98,300	Mitsubishi UFJ Financial Group, Inc.		593,067
	45,800	Mitsubishi UFJ Lease & Finance Co. Ltd.		240,000
	69,400	Mitsui & Co. Ltd.		978,407
	7,000	Mitsui Fudosan Co., Ltd.		199,901
	35,700	MS&AD Insurance Group Holdings		795,162
	8,000	Murata Manufacturing Co. Ltd.		604,878
	98,000	Nippon Steel & Sumitomo Metal Corp.		249,615
	74,400	Nissan Motor Co.		721,712

See notes to financial statements.

53

GuideMark^SM World ex-US Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Number of Shares			Value
		COMMON STOCKS (Continued)
		Japan (Continued)
	14,100	Nitto Denko Corp.	$	848,993
	11,800	Nomura Research Institute Ltd.		304,737
	39,000	NSK Ltd.		297,699
	263	NTT DoCoMo, Inc.		390,967
	17,300	Olympus Corp.		410,512
	88,500	ORIX Corp.		1,129,965
	52,500	Rakuten, Inc.		536,926
	23,000	Rohto Pharmaceutical Co. Ltd.		319,817
	19,100	Seven & I Holdings Co. Ltd.		633,730
	8,800	Shin-Etsu Chemical Co. Ltd.		583,640
	30,800	Shinko Electric Industries Co. Ltd.		257,095
	343,000	Shinsei Bank		788,176
	12,700	Shionogi & Co. Ltd.		257,380
	3,000	SMC Corp.		582,563
	38,100	Softbank Corp.		1,755,335
	25,700	Sony Financial Holdings, Inc.		384,387
	33,200	Sumitomo Electric Industries Ltd.		408,495
	42,700	Sumitomo Mitsui Financial Group, Inc.		1,751,762
	118,000	Sumitomo Mitsui Trust Holdings, Inc.		561,896
	13,100	Suzuki Motor Corp.		293,588
	2,200	Sysmex Corp.		134,040
	17,000	Takeda Pharmaceutical Co., Ltd.		931,307
	65,200	The Kansai Electric Power Co. Inc.		618,279
	11,700	Tokio Marine Holdings, Inc.		338,485
	61,000	Tokyo Tatemono Co.		436,073
	54,000	Toray Industries, Inc.		366,782
	122,000	Toshiba Corp.		622,137
	49,700	Toyota Motor Corp.		2,562,819
	2,800	West Japan Railway Co.		134,709
	1,286	Yahoo Japan Corp.		593,260
				40,866,285
		Jersey - 0.86%
	95,200	Glencore Intl Plc		516,555
	69,000	Resolution Ltd.		286,641
	23,640	United Business Media Ltd.		253,623
	11,002	Wolseley Plc		548,685
	50,964	WPP Plc		814,462
				2,419,966

Number of Shares			Value
		Malaysia - 0.29%
	214,800	CIMB Group Holdings Bhd	$	531,282
	167,000	IJM Corp. Bhd		297,492
				828,774
		Mexico - 1.03%
	196,700	Alfa SAB de CV		479,987
	20,400	Alsea SAB de CV (b)		58,616
	443,100	America Movil SAB de CV		470,312
	49,900	Fomento Economico Mexicano SAB de CV		560,956
	124,900	Grupo Mexico SAB de CV		502,980
	157,900	Mexichem SAB de CV		845,657
				2,918,508
		Netherlands - 1.91%
	144,000	AEGON NV		869,484
	10,432	ASML Holding NV		702,659
	4,323	Gemalto NV		377,386
	4,000	Koninklijke DSM NV		233,092
	28,900	Koninklijke Philips Electronics NV		855,067
	14,000	Randstad Holding NV		574,666
	38,357	Reed Elsevier NV		657,582
	27,649	Unilever NV		1,132,881
				5,402,817
		Nigeria - 0.10%
	33,695	Guaranty Trust Bank Plc - ADR (b)		274,614
		Norway - 0.93%
	24,580	Aker Solutions ASA		461,375
	72,400	DNB ASA		1,065,523
	35,700	Orkla ASA		286,973
	36,720	Telenor ASA		808,504
				2,622,375
		Philippines - 0.30%
	739,200	Alliance Global Group, Inc.		383,254
	104,260	Security Bank Corp.		465,176
				848,430
		Republic of Korea - 3.85%
	5,600	Daelim Industrial		463,044
	18,130	DGB Financial Group, Inc.		274,864
	12,200	Hana Financial Group, Inc.		432,536
	16,560	Hynix Semiconductor, Inc. (b)		438,440
	9,251	Hyundai Motor Co.		1,870,043
	4,910	KB Financial Group, Inc.		164,025

See notes to financial statements.

54

GuideMark^SM World ex-US Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Number of Shares			Value
		COMMON STOCKS (Continued)
		Republic of Korea (Continued)
	15,980	Korea Electric Power Corp. (b)	$	436,256
	42,313	Korean Reinsurance Co.		436,058
	2,376	LG Chemical Ltd.		570,029
	820	LG Household & Health Care Ltd.		450,764
	475	Orion Corp.		464,928
	2,444	POSCO		719,200
	4,900	Samsung C&T Corp.		303,305
	2,509	Samsung Electronics Co. Ltd.		3,419,843
	13,390	Samsung Heavy Industries Co. Ltd.		425,664
				10,868,999
		Russian Federation - 1.74%
	7,990	Eurasia Drilling Co. Ltd.		284,731
	80,905	Gazprom OAO - ADR (b)		659,184
	18,330	Lukoil OAO		1,131,878
	3,090	Magnit OJSC		500,580
	23,360	Mobile TeleSystems OJSC - ADR		484,486
	410,370	Sberbank of Russia (b)		1,299,755
	571,840	Surgutneftegas OAO - ADR (b)		548,966
				4,909,580
		Singapore - 1.13%
	200,000	Global Logistic Properties Ltd.		424,734
	392,000	Singapore Telecommunications Ltd.		1,136,560
	76,581	United Overseas Bank Ltd.		1,262,511
	63,000	UOL Group Ltd.		355,758
				3,179,563
		South Africa - 1.65%
	16,460	AngloGold Ashanti Ltd.		387,310
	71,900	AVI Ltd.		419,867
	25,900	Bidvest Group Ltd.		682,724
	71,700	Discovery Ltd.		610,715
	27,500	Harmony Gold Mining Co. Ltd.		177,243
	28,700	MTN Group Ltd.		504,324
	216,900	Nampak Ltd.		756,916
	10,790	Naspers Ltd.		672,283
	57,600	Woolworths Holdings Ltd.		442,251
				4,653,633
		Spain - 1.62%
	20,400	Amadeus IT Holding SA		553,006
	202,135	Banco Bilbao Vizcaya Argentaria SA		1,765,013
	21,377	Grifols SA - ADR (b)		620,147

Number of Shares			Value
		Spain (Continued)
	53,385	Iberdrola SA	$	249,569
	21,743	Repsol YPF SA		441,732
	69,320	Telefonica SA		939,189
				4,568,656
		Sweden - 2.01%
	18,200	Assa Abloy AB		744,029
	11,200	Atlas Copco AB		318,680
	39,400	H & M Hennes & Mauritz AB		1,411,076
	86,600	Nordea Bank AB		982,452
	47,600	Sandvik AB		734,265
	9,900	SKF AB - B Shares		241,908
	28,400	Svenska Cellulosa AB		733,229
	35,100	Volvo AB		512,454
				5,678,093
		Switzerland - 5.56%
	3,655	Cie Financiere Richemont SA		287,764
	35,408	Credit Suisse Group AG		931,256
	75,152	Nestle SA		5,439,097
	1,379	Partners Group Holding AG		340,556
	2,897	Roche Holding AG		675,358
	3,266	Schindler Holding AG		479,041
	214	SGS SA		525,239
	1,882	Swisscom AG		871,607
	2,140	Syngenta AG		895,500
	1,474	The Swatch Group AG		859,339
	13,545	Transocean Ltd. (b)		699,790
	148,418	UBS AG		2,282,256
	5,108	Zurich Financial Services AG		1,425,897
				15,712,700
		Taiwan - 1.66%
	369,000	Cathay Financial Holding Co. Ltd.		509,071
	363,000	Chipbond Technology Corp.		824,315
	232,000	Far EasTone Telecommunications Co. Ltd.		526,151
	233,500	Hon Hai Precision Industry Co. Ltd.		649,834
	20,000	Mediatek, Inc.		228,575
	582,000	Taiwan Semiconductor Manufacturing Co. Ltd.		1,949,267
				4,687,213

See notes to financial statements.

55

GuideMark^SM World ex-US Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Number of Shares			Value
		COMMON STOCKS (Continued)
		Thailand - 0.85%
	68,700	Bangkok Bank PCL	$	531,921
	354,400	CP ALL PCL		554,531
	115,000	Kasikornbank PCL		823,372
	37,600	PTT Exploration & Production PCL		191,383
	94,300	Total Access Communication PCL		306,028
				2,407,235
		Turkey - 0.57%
	56,811	Aygaz AS		339,183
	8,500	Coca-Cola Icecek AS		240,797
	14,400	Tupras Turkiye Petroleum Rafinerileri AS		433,116
	54,900	Turkiye Halk Bankasi AS		587,165
				1,600,261
		United Kingdom - 13.56%
	60,100	African Minerals Ltd. (b)		211,925
	37,600	Amarin Corp. - ADR (a)(b)		278,616
	507,237	Barclays Plc		2,256,841
	69,433	BG Group Plc		1,194,812
	82,724	BHP Billiton Plc		2,409,076
	198,046	BP Plc		1,392,667
	48,190	British American Tobacco Plc		2,584,081
	328,000	BT Group Plc		1,385,341
	12,700	Bunzl Plc		250,680
	26,500	Capita Plc		362,240
	250,001	Centrica Plc		1,399,431
	32,800	Experian Plc		568,492
	71,833	GlaxoSmithKline Plc		1,682,124
	16,177	Hikma Pharmaceuticals Plc		254,562
	280,122	HSBC Holdings Plc		2,988,797
	28,400	IMI Plc		560,636
	38,239	Imperial Tobacco Group Plc		1,337,426
	224,000	ITV Plc		441,668
	18,816	Johnson Matthey Plc		660,077
	99,600	Kingfisher Plc		436,582
	294,894	Legal & General Group Plc		776,027
	1,483,000	Lloyds Banking Group Plc (b)		1,105,016
	41,900	Meggitt Plc		313,506
	4,800	Next Plc		318,896
	4,100	Randgold Resources Ltd.		353,579
	11,000	Reckitt Benckiser Group Plc		789,777
	48,200	Rolls-Royce Holdings Plc (b)		829,388
	104,426	Royal Dutch Shell Plc, Class A		3,385,860

Number of Shares			Value
		United Kingdom (Continued)
	20,735	Royal Dutch Shell Plc, Class B	$	689,547
	32,789	SABMiller Plc		1,729,489
	62,100	Sage Group Plc		323,840
	30,141	Serco Group		288,129
	49,500	SSE Plc		1,119,019
	35,793	Standard Chartered Plc		929,409
	21,640	Unilever Plc		915,314
	418,978	Vodafone Group Plc		1,188,932
	9,416	Whitbread Plc		368,291
	40,425	William Hill Plc		227,494
				38,307,587
		Total Common Stocks (Cost $236,635,467)		266,997,845
		INVESTMENT COMPANIES - 1.33%
		India - 1.33%
	207,800	PowerShares India Portfolio		3,754,946
		Total Investment Companies (Cost $4,582,926)		3,754,946
		PREFERRED STOCKS - 1.68%
		Brazil - 1.62%
	38,170	Banco Bradesco SA		643,927
	20,700	Cia de Bebidas das Americas		872,560
	60,900	Itau Unibanco Holding SA		1,082,533
	86,700	Klabin SA		592,945
	50,900	Petroleo Brasileiro SA		462,716
	56,100	Vale SA		928,360
				4,583,041
		Colombia - 0.06%
	2,378	Bancolombia SA		150,409
		Total Preferred Stocks (Cost $5,342,679)		4,733,450
		REAL ESTATE INVESTMENT TRUSTS - 0.11%
		United Kingdom - 0.11%
	38,703	British Land Co. Plc		320,396
		Total Real Estate Investment Trusts (Cost $324,934)		320,396
		RIGHTS - 0.01%
		United Kingdom - 0.01%
	8,983	William Hill Plc		16,925
		Total Rights (Cost $10,502)		16,925

See notes to financial statements.

56

GuideMark^SM World ex-US Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Number of Shares			Value
		SHORT TERM INVESTMENTS - 1.23%
		Money Market Funds - 1.23%
	3,465,923	Federated Prime Obligations Fund Effective Yield, 0.08%	$	3,465,923
		Total Short Term Investments (Cost $3,465,923)		3,465,923
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 0.11%
		Money Market Funds - 0.11%
	297,792	First American Government Obligations Fund Effective Yield, 0.02%		297,792
	5,588	Reserve Primary Fund (c)		216
		Total Investments Purchased as Securities Lending Collateral (Cost $302,615)		298,008
		Total Investments (Cost $250,665,046) - 99.00%		279,587,493
		Other Assets in Excess of Liabilities - 1.00%		2,822,868
		TOTAL NET ASSETS - 100.00%	$	282,410,361

Percentages are stated as a percent of net assets.
ADR - American Depositary Receipt
(a)	All or portion of this security is on loan.
(b)	Non-income producing security.
(c)	As of March 31, 2013, the Fund has fair valued this security and deemed it illiquid. The value of this security was $216, which represents 0.00% of total net assets.

See notes to financial statements.

57

GuideMark^SM Opportunistic Equity Fund

SCHEDULE OF INVESTMENTS

March 31, 2013

Number of Shares			Value
		COMMON STOCKS - 95.36%
		Aerospace & Defense - 4.06%
	10,090	BE Aerospace, Inc. (b)	$	608,326
	7,700	General Dynamics Corp.		542,927
	20,690	Hexcel Corp. (b)		600,217
	4,850	Lockheed Martin Corp.		468,122
	9,300	Raytheon Co.		546,747
	37,685	United Technologies Corp.		3,520,910
				6,287,249
		Air Freight & Logistics - 0.57%
	10,300	United Parcel Service, Inc.		884,770
		Airlines - 1.58%
	181,080	Southwest Airlines Co.		2,440,958
		Beverages - 2.36%
	16,975	Dr. Pepper Snapple Group, Inc.		796,976
	11,800	Molson Coors Brewing Co.		577,374
	28,720	PepsiCo., Inc.		2,272,039
				3,646,389
		Biotechnology - 1.46%
	16,970	Celgene Corp. (b)		1,966,993
	6,270	Medivation, Inc. (a)(b)		293,248
				2,260,241
		Capital Markets - 3.45%
	9,760	Ameriprise Financial, Inc.		718,824
	2,565	Blackrock, Inc.		658,897
	94,005	Morgan Stanley		2,066,230
	107,320	The Charles Schwab Corp.		1,898,491
				5,342,442
		Chemicals - 1.69%
	10,370	Eastman Chemical Co.		724,552
	2,280	Innophos Holdings, Inc.		124,397
	9,150	Monsanto Co.		966,514
	5,940	PPG Industries, Inc.		795,604
				2,611,067
		Commercial Banks - 2.29%
	9,600	Commerce Bancshares, Inc.		391,968
	12,500	PNC Financial Services Group, Inc.		831,250
	57,930	Popular, Inc. (b)		1,599,447
	21,350	U.S. Bancorp		724,406
				3,547,071

Number of Shares			Value
		Commercial Services & Supplies - 1.17%
	11,400	ABM Industries, Inc.	$	253,536
	19,300	Iron Mountain, Inc.		700,783
	17,700	Republic Services, Inc.		584,100
	7,400	The Geo Group, Inc.		278,388
				1,816,807
		Communications Equipment - 1.56%
	82,095	Cisco Systems, Inc.		1,716,606
	10,390	Qualcomm, Inc.		695,611
				2,412,217
		Computers & Peripherals - 3.76%
	8,484	Apple, Inc.		3,755,273
	9,640	International Business Machines Corp.		2,056,212
				5,811,485
		Containers & Packaging - 0.36%
	13,700	Bemis, Inc.		552,932
		Distributors - 0.29%
	5,800	Genuine Parts Co.		452,400
		Diversified Consumer Services - 0.19%
	11,400	Hillenbrand, Inc.		288,192
		Diversified Financial Services - 2.86%
	46,995	Citigroup, Inc.		2,079,059
	10,925	CME Group, Inc.		670,686
	35,305	JPMorgan Chase & Co.		1,675,575
				4,425,320
		Diversified Telecommunication Services - 1.02%
	31,980	Verizon Communications, Inc.		1,571,817
		Electric Utilities - 0.24%
	7,695	UNS Energy Corp.		376,593
		Electrical Equipment - 0.35%
	9,700	Emerson Electric Co.		541,939
		Electronic Equipment & Instruments - 0.33%
	38,225	Corning, Inc.		509,539
		Energy Equipment & Services - 0.78%
	18,480	Halliburton Co.		746,777
	6,450	National-Oilwell Varco, Inc.		456,337
				1,203,114

See notes to financial statements.

58

GuideMark^SM Opportunistic Equity Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Number of Shares			Value
		COMMON STOCKS (Continued)
		Food & Staples Retailing - 2.10%
	4,100	Costco Wholesale Corp.	$	435,051
	25,200	SYSCO Corp.		886,284
	18,700	Walgreen Co.		891,616
	7,600	Wal-Mart Stores, Inc.		568,708
	5,330	Whole Foods Market, Inc.		462,378
				3,244,037
		Food Products - 5.69%
	23,000	B&G Foods, Inc.		701,270
	78,205	ConAgra Foods, Inc.		2,800,521
	48,930	General Mills, Inc.		2,412,738
	10,890	Hershey Co.		953,202
	14,093	Kraft Foods Group, Inc.		726,212
	31,350	Mondelez International, Inc. - Class A		959,624
	14,330	WhiteWave Foods Co. (a)(b)		244,613
				8,798,180
		Gas Utilities - 0.65%
	4,500	AmeriGas Partners, L.P. (a)		202,185
	13,200	National Fuel Gas Co.		809,820
				1,012,005
		Health Care Equipment & Supplies - 6.71%
	26,820	Arthrocare Corp. (b)		932,263
	37,250	Baxter International, Inc.		2,705,840
	6,000	Becton Dickinson & Co.		573,660
	216,890	Boston Scientific Corp. (b)		1,693,911
	78,705	Medtronic, Inc.		3,695,987
	7,210	The Cooper Companies, Inc.		777,815
				10,379,476
		Health Care Providers & Services - 1.29%
	21,100	Owens & Minor, Inc. (a)		687,016
	22,985	UnitedHealth Group, Inc.		1,314,972
				2,001,988
		Hotels, Restaurants & Leisure - 1.99%
	6,660	Bob Evans Farms, Inc.		283,849
	13,010	Darden Restaurants, Inc.		672,357
	13,975	McDonald’s Corp.		1,393,168
	12,870	Starbucks Corp.		733,075
				3,082,449
		Household Durables - 0.92%
	669	NVR, Inc. (b)		722,593
	8,670	Stanley Black & Decker, Inc.		702,010
				1,424,603

Number of Shares			Value
		Household Products - 0.95%
	8,950	Kimberly-Clark Corp.	$	876,921
	7,700	Procter & Gamble Co.		593,362
				1,470,283
		Industrial Conglomerates - 1.17%
	17,095	3M Co.		1,817,369
		Insurance - 5.26%
	24,140	American International Group, Inc. (b)		937,115
	68,315	Assured Guaranty Ltd.		1,407,972
	85,350	Hartford Financial Services Group, Inc.		2,202,030
	8,000	PartnerRe Ltd.		744,880
	48,190	Prudential Financial, Inc.		2,842,728
				8,134,725
		Internet & Catalog Retail - 0.69%
	2,310	Amazon.com, Inc. (b)		615,592
	648	Priceline.com, Inc. (b)		445,779
				1,061,371
		Internet Software & Services - 1.23%
	1,690	Google, Inc. (b)		1,341,911
	11,100	J2 Global, Inc.		435,231
	700	LinkedIn Corp. (b)		123,242
				1,900,384
		IT Services - 2.69%
	6,790	Alliance Data Systems Corp. (b)		1,099,233
	10,905	Automatic Data Processing, Inc.		709,043
	5,750	Cognizant Technology Solutions Corp. (b)		440,508
	12,100	Paychex, Inc.		424,347
	26,330	The Western Union Co.		396,003
	6,410	Visa, Inc.		1,088,674
				4,157,808
		Leisure Equipment & Products - 0.49%
	17,100	Hasbro, Inc. (a)		751,374
		Life Sciences Tools & Services - 0.60%
	12,080	Thermo Fisher Scientific, Inc.		923,999
		Machinery - 2.88%
	13,950	Danaher Corp.		866,992
	18,725	Dover Corp.		1,364,678
	20,240	Illinois Tool Works, Inc.		1,233,426
	10,845	Parker Hannifin Corp.		993,185
				4,458,281

See notes to financial statements.

59

GuideMark^SM Opportunistic Equity Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Number of Shares			Value
		COMMON STOCKS (Continued)
		Media - 1.90%
	22,340	Gannett Co., Inc.	$	488,576
	6,880	Liberty Global, Inc. (a)(b)		504,992
	29,300	Regal Entertainment Group (a)		488,431
	12,300	The Walt Disney Co.		698,640
	23,300	Thomson Reuters Corp.		756,784
				2,937,423
		Metals & Mining - 0.38%
	12,700	Nucor Corp. (a)		586,105
		Multiline Retail - 0.88%
	12,500	Kohl’s Corp.		576,625
	11,500	Target Corp.		787,175
				1,363,800
		Multi-Utilities - 0.19%
	11,000	Avista Corp.		301,400
		Oil & Gas - 7.71%
	32,230	Apache Corp.		2,486,867
	28,800	BreitBurn Energy Partners L.P.		577,152
	6,900	Chevron Corp.		819,858
	16,420	Cimarex Energy Co.		1,238,725
	13,010	Denbury Resources, Inc. (b)		242,637
	30,070	Devon Energy Corp.		1,696,549
	30,350	Occidental Petroleum Corp.		2,378,529
	15,540	Tesoro Corp.		909,867
	21,310	Valero Energy Corp.		969,392
	11,825	Williams Partners L.P. (a)		612,535
				11,932,111
		Paper & Forest Products - 0.44%
	14,710	International Paper Co.		685,192
		Pharmaceuticals - 5.43%
	23,265	Abbott Laboratories		821,720
	7,450	Actavis, Inc. (b)		686,220
	21,070	Bristol Myers Squibb Co.		867,873
	38,260	Forest Labs, Inc. (b)		1,455,411
	8,600	Johnson & Johnson		701,158
	30,340	Merck & Co., Inc.		1,341,938
	87,515	Pfizer, Inc.		2,525,683
				8,400,003
		Real Estate - 0.58%
	35,260	CBRE Group, Inc. (b)		890,315

Number of Shares			Value
		Road & Rail - 1.20%
	6,600	J.B. Hunt Transport Services, Inc.	$	491,568
	8,060	Landstar Systems, Inc.		460,145
	11,800	Norfolk Southern Corp.		909,544
				1,861,257
		Semiconductor & Semiconductor Equipment - 1.12%
	39,900	Intel Corp.		871,815
	9,990	Maxim Integrated Products, Inc.		326,173
	24,230	Skyworks Solutions, Inc. (b)		533,787
				1,731,775
		Software - 4.33%
	22,925	CA, Inc.		577,022
	9,100	Citrix Systems, Inc. (b)		656,656
	89,995	Microsoft Corp.		2,574,757
	7,350	NICE Systems Ltd. - ADR (b)		270,701
	26,590	Nuance Communications, Inc. (b)		536,586
	24,420	Oracle Corp.		789,743
	12,820	Red Hat, Inc. (b)		648,179
	3,580	Salesforce.com, Inc. (a)(b)		640,211
				6,693,855
		Specialty Retail - 3.29%
	48,770	Aarons, Inc.		1,398,724
	9,990	Home Depot, Inc.		697,102
	8,390	Signet Jewelers Ltd.		562,130
	31,405	The TJX Companies, Inc.		1,468,184
	18,860	Williams Sonoma, Inc.		971,667
				5,097,807
		Textiles, Apparel & Luxury Goods - 1.26%
	8,535	Coach, Inc.		426,665
	9,070	VF Corp.		1,521,492
				1,948,157
		Trading Companies & Distributors - 0.55%
	11,690	Wesco International, Inc. (a)(b)		848,811
		Wireless Telecommunication Services - 0.42%
	23,100	Vodafone Group Plc - ADR		656,271
		Total Common Stocks (Cost $124,225,123)		147,535,156

See notes to financial statements.

60

GuideMark^SM Opportunistic Equity Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Number of Shares			Value
		PREFERRED STOCKS - 0.35%
		Diversified Telecommunicaiton Services - 0.35%
	20,600	Telefonica Brasil SA	$	549,608
		Total Preferred Stocks (Cost $525,337)		549,608
		REAL ESTATE INVESTMENT TRUSTS - 1.03%
		Real Estate Investment Trusts - 1.03%
	147,045	iStar Financial, Inc. (a)(b)		1,601,320
		Total Real Estate Investment Trusts (Cost $1,086,525)		1,601,320
		SHORT TERM INVESTMENTS - 2.90%
		Money Market Funds - 2.90%
	4,481,280	Federated Prime Obligations Fund Effective Yield, 0.08%		4,481,280
		Total Short Term Investments (Cost $4,481,280)		4,481,280
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 3.38%
		Money Market Funds - 3.38%
	5,228,051	First American Government Obligations Fund Effective Yield, 0.02%		5,228,051
		Total Investments Purchased as Securities Lending Collateral (Cost $5,228,051)		5,228,051
		Total Investments (Cost $135,546,316) - 103.02%		159,395,415
		Liabilities in Excess of Other Assets - (3.02)%		(4,678,032	)
		TOTAL NET ASSETS - 100.00%	$	154,717,383

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

See notes to financial statements.

61

GuideMark^SM Global Real Return Fund

SCHEDULE OF INVESTMENTS

March 31, 2013

Number of Shares			Value
		INVESTMENT COMPANIES - 99.88%
		Exchange Traded Funds - 99.88%
	21,291	Energy Select Sector SPDR Fund	$	1,688,802
	11,411	Market Vectors Gold Miners ETF		431,906
	11	PowerShares DB Agriculture Fund (a)		285
	425,906	PowerShares DB Commodity Index Tracking Fund (a)(b)		11,631,493
	15,666	PowerShares DB Gold Fund (a)		853,484
	78,817	PowerShares Global Agriculture Portfolio		2,478,006
	194,904	SPDR Barclays TIPS ETF		11,772,202
	121,237	SPDR DB International Government Inflation-Protected Bond ETF		7,527,605
	212,568	SPDR Dow Jones International Real Estate ETF (b)		9,142,550
	102,311	SPDR Dow Jones REIT ETF (b)		7,942,403
	59,911	SPDR Metals & Mining ETF (b)		2,419,206
	493,598	SPDR S&P Global Natural Resources ETF (b)		24,813,171
	68,210	SPDR S&P International Energy Sector ETF (b)		1,654,775
				82,355,888
		Total Investment Companies (Cost $82,496,007)		82,355,888

Number of Shares			Value
		SHORT TERM INVESTMENTS - 0.40%
		Money Market Funds - 0.40%
	333,219	Federated Prime Obligations Fund Effective Yield, 0.08%	$	333,219
		Total Short Term Investments (Cost $333,219)		333,219
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 38.57%
		Money Market Funds - 38.57%
	31,804,600	First American Government Obligation Fund Effective Yield, 0.02%		31,804,600
		Total Investment Purchased as Securities Lending Collateral (Cost $31,804,600)		31,804,600
		Total Investments (Cost $114,633,826) - 138.85%		114,493,707
		Liabilities in Excess of Other Assets - (38.85)%		(32,032,537	)
		TOTAL NET ASSETS - 100.00%	$	82,461,170

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

See notes to financial statements.

62

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS

March 31, 2013

Principal Amount			Value
		ASSET BACKED SECURITIES - 3.42%
	186,807	Accredited Mortgage Loan Trust Series 2005-3, 0.440%, 09/25/2035 (d)	$	183,574
		Ally Master Owner Trust
	255,000	Series 2013-1, 1.000%, 02/15/2018		255,602
	535,000	Series 2012-5, 1.540%, 09/15/2019		537,689
		American Credit Acceptance Receivables Trust
	420,818	Series 2012-3, 1.640%, 11/15/2016 (Acquired 11/27/2012, Cost $420,803) (b)		420,909
	370,000	Series A, 1.450%, 04/16/2018 (Acquired 03/20/2013, Cost $369,970) (b)		370,093
	315,000	AmeriCredit Automobile Receivables Trust Series 2012-5, 1.120%, 11/08/2017		314,816
	500,000	Apidos CDO Series 2013-12A, 1.373%, 04/15/2025 (Acquired 03/15/2013, Cost $500,000) (b)(d)		500,000
	245,254	ARI Fleet Lease Trust Series 2012-B, 0.499%, 01/15/2021 (Acquired 10/16/2012, Cost $245,254) (b)(d)		244,730
	500,000	Atrium IX Series 9-A, 1.757%, 02/28/2024 (Acquired 01/24/2013, Cost $500,000) (b)(d)		500,494
	365,000	CIFC Funding Ltd. Series 2013-1A, 1.432%, 04/16/2025 (Acquired 02/22/2013, Cost $365,000) (b)(d)		365,365
		CNH Equipment Trust
	192,025	Series 2010-C, 1.170%, 05/15/2015		192,449
	740,000	Series 2011-A, 2.040%, 10/17/2016		757,227
	1,185,000	Series 2012-A, 0.940%, 05/15/2017 (d)		1,191,475

Principal Amount			Value
		ASSET BACKED SECURITIES (Continued)
	69,899	Conseco Finance Securitizations Corp. Series 2000-4, 8.310%, 05/01/2032	$	53,012
	61,335	Countrywide Asset-Backed Certificates Series 2005-4, 4.456%, 10/25/2035 (d)		61,612
	265,000	CPS Auto Receivables Trust Series 2013-A, 1.310%, 06/15/2020 (Acquired 03/12/2013, Cost $264,966) (b)		264,394
		CPS Auto Trust
	135,841	Series 2012-C, 1.820%, 12/16/2019 (Acquired 09/11/2012, Cost $135,837) (b)		136,531
	222,638	Series 2012-D, 1.480%, 03/16/2020 (Acquired 12/07/2012, Cost $222,611) (b)		223,419
		Credit Acceptance Auto Loan Trust
	265,000	Series B, 3.960%, 09/15/2019 (Acquired 02/07/2013, Cost $275,133) (b)		274,340
	356,000	Series 2012-2, 1.520%, 03/16/2020 (Acquired 09/11/2012, Cost $355,938) (b)		358,422
	425,000	Dryden XXVI Senior Loan Fund Series A, 1.425%, 07/15/2025 (Acquired 02/20/2013, Cost $425,000) (b)(d)		425,165
	193,635	Education Funding Capital Trust I Series 2004-1, 0.440%, 12/15/2022 (d)		192,998
	215,000	Enterprise Fleet Financing LLC Series 2012-1, 1.410%, 11/20/2017 (Acquired 11/02/2012, Cost $216,863) (b)		216,821
	650,000	Ford Credit Auto Lease Trust Series 2013-A, 0.600%, 03/15/2016		650,269
	100,000	GCO Education Loan Funding Trust Series 2006-1, 0.518%, 05/25/2036 (d)		92,196

See notes to financial statements.

63

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		ASSET BACKED SECURITIES (Continued)
		HLSS Servicer Advance Receivables Backed Note
	165,000	Series 2013-T1, 1.495%, 01/16/2046 (Acquired 01/16/2013, Cost $165,000) (b)	$	166,314
	175,000	Series 2013-T1, 2.289%, 01/15/2048 (Acquired 01/16/2013, Cost $175,000) (b)(d)		178,718
	542,598	Morgan Stanley Series 2003-N, 1.224%, 10/25/2033 (d)		504,695
	1,440,000	Nissan Auto Lease Trust Series 2012-B, 0.580%, 11/16/2015		1,442,064
	83,894	Northstar Education Finance, Inc. Series 2005-1, 0.401%, 10/28/2026 (d)		83,875
	27,520	Panhandle-Plains Higher Education Authority, Inc. Series 2010-2, 1.438%, 10/01/2035 (d)		27,897
	695,000	Race Point VIII CLO Ltd. Series 2013-8, 1.539%, 02/20/2025 (Acquired 02/06/2013, Cost $695,000) (b)(d)		696,608
	142,862	Residential Asset Mortgage Products, Inc. Series 2004-R, 0.684%, 03/25/2034 (d)		125,323
	295,000	Santander Consumer Acquired Receivables Trust Series 2011-WO, 1.740%, 01/15/2015 (Acquired 11/20/2012, Cost $296,032) (b)		295,945
	290,000	Santander Drive Auto Receivables Trust Series 2012-5, 1.560%, 08/15/2018		292,982
	145,113	U.S. Education Loan Trust, LLC Series 2006-1, 0.417%, 03/01/2025 (Acquired 08/06/2010, Cost $141,848) (b)(d)		144,214
	1,310,000	Volkswagen Auto Lease Trust Series 2012-A, 0.870%, 07/20/2015		1,315,991

Principal Amount			Value
		ASSET BACKED SECURITIES (Continued)
	155,000	Westlake Automobile Receivables Trust Series 2012-1, 1.030%, 03/15/2016 (Acquired 09/19/2012, Cost $154,999) (b)	$	155,313
		Total Asset Backed Securities (Cost $14,183,497)		14,213,541
		COLLATERALIZED MORTGAGE OBLIGATIONS - 5.16%
		Bank of America Commercial Mortgage Trust
	610,000	Series 2007-4, 5.739%, 02/10/2051 (d)		710,767
	110,000	Series 2007-5, 5.620%, 02/10/2051		113,704
	490,000	BB-UBS Trust Series 2012-SHOW, 3.430%, 11/07/2036 (Acquired 12/05/2012 through 12/06/2012, Cost $512,403) (b)		496,268
		Bear Stearns Commercial Mortgage Securities
	3,250,000	Series 2006-PW13, 5.540%, 09/11/2041		3,676,468
	1,364,925	Series 2004-PWR5, 4.831%, 07/11/2042		1,380,119
	225,000	Bear Stearns Trust Series A-4, 5.405%, 12/11/2040 (d)		248,174
	265,000	CD Commercial Mortgage Trust Series 2007-CD4, 5.322%, 12/11/2049		302,238
	165,678	Chase Mortgage Financial Trust Series 2007-A1, 2.944%, 02/25/2037 (d)		165,204
	295,000	COBALT CMBS Commercial Mortgage Trust Series 2006-C1, 5.936%, 08/15/2048		330,575
	485,000	COMM Mortgage Trust Series 2013-LC6, 2.941%, 01/12/2046 (d)		493,511

See notes to financial statements.

64

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
	245,000	Commercial Mortgage Pass-Through Certificate Series 2012-CCRE3, 2.822%, 10/17/2045	$	248,429
		Countrywide Home Loans, Inc.
	32,331	Series 2004-HYB6, 2.920%, 11/20/2034 (d)		30,603
	215,051	Series 2005-11, 0.504%, 03/25/2035 (d)		176,148
	460,000	Credit Suisse First Boston Mortgage Securities Corp. Series 2005-C1, 5.014%, 02/15/2038		488,353
	135,000	DBUBS Mortgage Trust Series 2011-LC1, 5.002%, 11/13/2046 (Acquired 02/08/2011, Cost $160,148) (b)		159,882
		Federal Home Loan Mortgage Corp.
	800,000	Series K-703, 2.699%, 05/25/2018 (d)		857,207
	600,000	Series K-705, 2.303%, 09/25/2018 (d)		630,927
	900,000	Series K-706, 2.323%, 10/25/2018		946,999
	600,000	Series K-709, 2.086%, 03/25/2019		622,996
	400,000	Four Times Square Trust Series 2006-4TS, 5.401%, 12/13/2028 (Acquired 03/22/2011 through 03/24/2011, Cost $469,652) (b)		475,199
		GS Mortgage Securities Corp.
	295,000	Series 2012-SHOP, 2.933%, 06/06/2031 (Acquired 02/12/2013, Cost $306,690) (b)		310,065
	430,000	Series 2012-ALOH, 3.551%, 04/12/2034 (Acquired 08/15/2012, Cost $449,187) (b)		455,165
	322,902	Series 2005-GG4, 4.680%, 07/10/2039		326,031
	685,000	Series 2012-GCJ7, 3.377%, 06/12/2045		731,825

Principal Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
		GS Mortgage Securities Corp. II
	145,000	Series 2012-BWTR, 2.954%, 11/07/2034 (Acquired 12/11/2012, Cost $148,505) (b)	$	145,382
	445,000	Series 2005-GG4, 4.751%, 07/10/2039		474,416
	320,000	Series 2013-GC10, 2.943%, 02/12/2046		325,687
	415,000	JPMorgan Commercial Mortgage Securities Corp. Series 2005-LDP2, 4.738%, 07/15/2042		444,060
	130,000	JPMorgan Commercial Mortgage Securities Trust Series 2012-HSBC, 3.093%, 07/08/2032 (Acquired 03/11/2013, Cost $132,236) (b)		134,230
		Lehman Brothers-UBS Commercial Mortgage Trust
	245,479	Series 2005-C3, 4.664%, 07/15/2030		249,637
	625,000	Series 2007-C1, 5.424%, 02/15/2040		715,158
	490,000	Series 2007-C2, 5.430%, 02/15/2040		554,696
	550,000	Series 2008-C1, 6.153%, 04/15/2041 (d)		663,022
	285,000	Merrill Lynch Mortgage Trust Series 2008-C1, 5.690%, 02/12/2051		333,712
	600,000	Morgan Stanley Capital I Trust Series 2008-T29, 6.452%, 01/11/2043 (d)		726,837
	320,000	OBP Depositor LLC Trust Series 2010-OBP, 4.646%, 07/15/2045 (Acquired 06/25/2010, Cost $369,622) (b)		370,502
	482,394	TIAA Seasoned Commercial Mortgage Trust Series 2007-C4, 5.539%, 08/15/2039 (d)		506,425

See notes to financial statements.

65

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
	440,000	UBS-Barclays Commercial Mortgage Trust Series 2013-C5, 3.185%, 03/12/2046 (d)	$	454,075
	280,000	Wachovia Bank Commercial Mortgage TRust Series 2005-C18, 4.935%, 04/15/2042		299,721
		Wells Fargo-RBS Commercial Mortgage Trust
	375,000	Series 2011-C3, 4.375%, 03/17/2044 (Acquired 05/27/2011, Cost $428,183) (b)		425,767
	60,000	Series 2012-C10, 2.875%, 12/15/2045		60,807
	165,000	Series 2013-C11, 3.071%, 03/17/2045		170,118
		Total Collateralized Mortgage Obligations (Cost $20,984,843)		21,431,109
		CORPORATE OBLIGATIONS - 39.63% Aerospace & Defense - 0.58%
		Precision Castparts Corp.
	540,000	0.700%, 12/20/2015		541,437
	150,000	2.500%, 01/15/2023		148,527
	1,675,000	United Technologies Corp. 1.800%, 06/01/2017		1,729,472
				2,419,436
		Agricultural Products - 0.20%
	250,000	Cargill, Inc. 4.100%, 11/01/2042 (Acquired 10/24/2012, Cost $249,527) (b)		241,060
	475,000	Imperial Tobacco Finance Plc 3.500%, 02/11/2023 (Acquired 11/11/2022, Cost $474,525) (b)		480,193
	65,000	Lorillard Tobacco Co. 8.125%, 06/23/2019		82,800
				804,053
		Air Freight & Logistics - 0.08%
	345,000	United Parcel Service, Inc. 1.125%, 10/01/2017		347,650

Principal Amount			Value
		Auto Components - 0.18%
	740,000	Johnson Controls, Inc. 1.750%, 03/01/2014	$	748,594
		Auto Manufacturers - 0.14%
	570,000	Daimler Finance North America LLC 1.250%, 01/11/2016 (Acquired 01/07/2013, Cost $569,299) (b)		572,342
		Banks - 2.86%
	1,115,000	Bank Of Nova Scotia 0.750%, 10/09/2015		1,115,250
	400,000	Barclays Bank Plc 5.140%, 10/14/2020		429,824
	500,000	BNP Paribas SA 2.375%, 09/14/2017		507,938
	955,000	Canadian Imperial Bank of Commerce 2.350%, 12/11/2015		995,829
	745,000	Cooperatieve Centrale Raiffeisen-Boerenleenbank BA 2.125%, 10/13/2015		767,738
	760,000	Glitnir Bank
		6.693%, 06/15/2016 (Acquired 06/14/2006, Cost $758,848) (c)(d)(e)		13,300
	250,000	HSBC Holdings Plc 6.800%, 06/01/2038		320,608
	250,000	Kaupthing Bank Hf 7.125%, 05/19/2016 (Acquired 05/12/2006, Cost $248,680) (c)(e)		4,375
	325,000	KeyCorp 5.100%, 03/24/2021		379,002
		PNC Funding Corp.
	810,000	4.250%, 09/21/2015		878,513
	735,000	3.300%, 03/08/2022		759,293
		Royal Bank of Canada
	615,000	1.150%, 03/13/2015		622,114
	1,990,000	0.625%, 12/05/2016		1,990,122
		Royal Bank of Scotland Group Plc
	115,000	5.000%, 11/12/2013		117,588
	230,000	2.550%, 09/18/2015		236,532
	1,040,000	SunTrust Banks, Inc. 3.500%, 01/20/2017		1,114,574

See notes to financial statements.

66

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Banks (Continued)
		U.S. Bancorp
	990,000	1.650%, 05/15/2017	$	1,009,847
	200,000	4.125%, 05/24/2021		224,366
	300,000	Wachovia Bank NA 6.600%, 01/15/2038		398,689
				11,885,502
		Beverages - 1.00%
	1,005,000	Diageo Capital Plc 1.500%, 05/11/2017		1,019,873
	90,000	Heineken NV 2.750%, 04/01/2023 (Acquired 10/02/2012, Cost $89,830) (b)		88,575
	215,000	Molson Coors Brewing Co. 3.500%, 05/01/2022		224,110
		Pepsico, Inc.
	930,000	2.500%, 05/10/2016		978,967
	1,105,000	2.750%, 03/01/2023		1,108,419
	740,000	The Coca-Cola Co. 0.750%, 11/15/2013		742,182
				4,162,126
		Biotechnology - 0.42%
	450,000	Amgen, Inc. 4.950%, 10/01/2041		470,831
	415,000	Genzyme Corp. 5.000%, 06/15/2020		491,546
	780,000	Gilead Sciences, Inc. 2.400%, 12/01/2014		801,844
				1,764,221
		Capital Markets - 4.46%
	2,885,000	Bear Stearns Companies, Inc. 7.250%, 02/01/2018		3,589,153
		Goldman Sachs Group, Inc.
	300,000	5.625%, 01/15/2017		336,166
	1,125,000	5.950%, 01/18/2018		1,313,032
	85,000	6.150%, 04/01/2018		100,271
	95,000	7.500%, 02/15/2019		118,997
	50,000	5.375%, 03/15/2020		57,049
	125,000	5.750%, 01/24/2022		145,597
	725,000	6.750%, 10/01/2037		814,990
		Merrill Lynch & Co., Inc.
	2,145,000	6.400%, 08/28/2017		2,520,032

Principal Amount			Value
		Capital Markets (Continued)
	650,000	6.500%, 07/15/2018	$	773,294
	625,000	6.110%, 01/29/2037		706,289
		Morgan Stanley
	745,000	1.750%, 02/25/2016		751,330
	600,000	5.950%, 12/28/2017		695,377
	300,000	5.625%, 09/23/2019		345,439
	200,000	5.500%, 07/24/2020		230,685
	295,000	4.875%, 11/01/2022 (a)		313,334
	860,000	3.750%, 02/25/2023		871,064
	100,000	6.375%, 07/24/2042		120,583
	1,505,000	State Street Corp. 2.875%, 03/07/2016		1,603,356
	1,310,000	The Bank of New York Mellon Corp. 2.300%, 07/28/2016		1,373,399
	1,435,000	Wachovia Corp. 5.750%, 02/01/2018		1,709,850
				18,489,287
		Chemicals - 0.36%
	670,000	Dow Chemical Co. 4.250%, 11/15/2020		738,186
	740,000	El du Pont de Nemours & Co. 2.800%, 02/15/2023		753,182
				1,491,368
		Commercial Banks - 0.04%
	155,000	Wells Fargo & Co. 3.450%, 02/13/2023		156,366
		Commercial Services & Supplies - 0.17%
	650,000	International Lease Finance Corp. 5.750%, 05/15/2016		705,250
		Communications - 0.15%
	595,000	Rogers Cable, Inc. 5.500%, 03/15/2014		622,184
		Computers & Peripherals - 0.06%
	250,000	Hewlett Packard Co. 3.000%, 09/15/2016		258,979
		Consumer Finance - 2.00%
	877,000	American Express Co. 4.050%, 12/03/2042		845,390
	2,430,000	American Express Credit Corp. 1.750%, 06/12/2015		2,484,264
	670,000	Capital One Financial Corp. 2.125%, 07/15/2014		680,695

See notes to financial statements.

67

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Consumer Finance (Continued)
		Caterpillar Financial Services Corp.
	705,000	1.100%, 05/29/2015	$	713,433
	960,000	1.625%, 06/01/2017 (a)		978,078
		John Deere Capital Corp.
	350,000	0.950%, 06/29/2015		353,416
	890,000	1.300%, 03/12/2018 (a)		894,256
	200,000	Total Capital International SA 2.875%, 02/17/2022		206,253
	1,100,000	Toyota Motor Credit Corp. 2.050%, 01/12/2017		1,138,943
				8,294,728
		Diversified Financial Services - 3.53%
	225,000	American Honda Finance Corp. 1.600%, 02/16/2018 (Acquired 02/12/2013, Cost $224,872) (b)		227,961
		Bank of America Corp.
	200,000	3.875%, 03/22/2017		215,351
	700,000	7.625%, 06/01/2019		890,331
	175,000	5.875%, 01/05/2021		206,996
	75,000	5.000%, 05/13/2021		84,210
	430,000	5.700%, 01/24/2022		504,569
	145,000	3.300%, 01/11/2023		143,275
		Citigroup, Inc.
	450,000	5.000%, 09/15/2014		472,680
	560,000	6.010%, 01/15/2015		606,642
	165,000	1.250%, 01/15/2016		164,914
	550,000	4.450%, 01/10/2017		606,045
	1,060,000	8.500%, 05/22/2019		1,413,960
	345,000	4.050%, 07/30/2022		357,084
	150,000	6.875%, 03/05/2038		197,465
		Ford Motor Credit Co. LLC
	325,000	2.750%, 05/15/2015		331,918
	200,000	3.984%, 06/15/2016		212,051
		General Electric Capital Corp.
	1,245,000	5.500%, 01/08/2020		1,477,413
	350,000	4.375%, 09/16/2020		391,488
	370,000	5.300%, 02/11/2021		424,852
	485,000	4.650%, 10/17/2021		543,951
	250,000	6.750%, 03/15/2032		319,151
	1,065,000	5.875%, 01/14/2038		1,246,092

Principal Amount			Value
		Diversified Financial Services (Continued)
	450,000	Hutchison Whampoa International Ltd. 3.500%, 01/13/2017 (Acquired 01/10/2012, Cost $472,113) (b)	$	480,208
		JPMorgan Chase & Co.
	125,000	6.300%, 04/23/2019		152,874
	415,000	4.250%, 10/15/2020		456,084
	600,000	4.500%, 01/24/2022		658,759
	135,000	3.250%, 09/23/2022		135,065
		National Rural Utilities Cooperative Finance Corp.
	735,000	1.125%, 11/01/2013		738,203
	600,000	5.450%, 04/10/2017		700,284
	300,000	NCUA Guaranteed Notes Series 2011-M1, 3.000%, 06/12/2019		329,175
				14,689,051
		Diversified Manufacturing - 0.60%
		Cooper U.S., Inc.
	720,000	6.100%, 07/01/2017		851,771
	675,000	3.875%, 12/15/2020		728,130
		Tyco Electronics Group SA
	440,000	1.600%, 02/03/2015		445,417
	405,000	6.550%, 10/01/2017		484,795
				2,510,113
		Diversified Telecommunication Services - 1.40%
		AT&T, Inc.
	1,090,000	0.800%, 12/01/2015		1,088,538
	695,000	5.350%, 09/01/2040		746,802
	470,000	France Telecom SA 4.375%, 07/08/2014		490,650
		Verizon Communications, Inc.
	800,000	1.950%, 03/28/2014		811,595
	295,000	3.500%, 11/01/2021		307,121
	420,000	2.450%, 11/01/2022		398,059
	150,000	6.400%, 02/15/2038		181,025
	1,355,000	Verizon Wireless Capital LLC 8.500%, 11/15/2018		1,805,349
				5,829,139
		Electric Utilities - 0.74%
	100,000	American Electric Power Co., Inc. 1.650%, 12/15/2017		100,451

See notes to financial statements.

68

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Electric Utilities (Continued)
	375,000	Nevada Power Co. 5.875%, 01/15/2015	$	408,829
	875,000	PSI Energy, Inc. 6.050%, 06/15/2016		1,003,977
		Union Electric Co.
	570,000	6.700%, 02/01/2019		715,588
	350,000	3.900%, 09/15/2042		346,663
	470,000	Westar Energy, Inc. 6.000%, 07/01/2014		500,372
				3,075,880
		Energy Equipment & Services - 0.38%
	275,000	Cameron International Corp. 6.375%, 07/15/2018		330,743
	605,000	Halliburton Co. 3.250%, 11/15/2021		643,111
	480,000	Pride International, Inc. 6.875%, 08/15/2020		602,673
				1,576,527
		Engineering Construction - 0.12%
	495,000	ABB Finance USA, Inc. 2.875%, 05/08/2022		503,381
		Food & Staples Retailing - 0.38%
		CVS Caremark Corp.
	200,000	4.750%, 05/18/2020		231,828
	300,000	6.250%, 06/01/2027		384,715
	355,000	Walgreen Co. 3.100%, 09/15/2022		352,006
	450,000	Wal-Mart Stores, Inc. 6.500%, 08/15/2037		609,854
				1,578,403
		Food Products - 0.49%
		ConAgra Foods, Inc.
	110,000	1.350%, 09/10/2015		110,869
	50,000	1.900%, 01/25/2018		50,552
	505,000	3.200%, 01/25/2023		504,394
		Kraft Foods Group, Inc.
	380,000	1.625%, 06/04/2015		386,061
	75,000	2.250%, 06/05/2017		77,884
	400,000	3.500%, 06/06/2022		419,069
	375,000	Mondelez International, Inc. 6.500%, 02/09/2040		488,715
				2,037,544

Principal Amount			Value
		Health Care Equipment & Supplies - 1.08%
	495,000	Baxter International, Inc. 1.850%, 01/15/2017	$	507,789
	725,000	Becton Dickinson & Co. 3.250%, 11/12/2020		771,038
	630,000	Covidien International Finance SA 2.800%, 06/15/2015		659,239
	1,575,000	Medtronic, Inc. 3.000%, 03/15/2015		1,650,651
	865,000	St. Jude Medical, Inc. 2.500%, 01/15/2016		897,881
				4,486,598
		Health Care Providers & Services - 1.33%
	105,000	Aetna, Inc. 2.750%, 11/15/2022		102,957
	745,000	Cardinal Health, Inc. 3.200%, 03/15/2023		742,829
		Express Scripts Holding Co.
	325,000	3.125%, 05/15/2016		343,578
	125,000	3.500%, 11/15/2016		134,780
	1,000,000	Humana, Inc. 3.150%, 12/01/2022		989,777
		UnitedHealth Group, Inc.
	735,000	5.375%, 03/15/2016		828,723
	360,000	3.950%, 10/15/2042		340,474
		Wellpoint, Inc.
	125,000	1.250%, 09/10/2015		126,109
	1,175,000	4.350%, 08/15/2020		1,309,180
	425,000	3.125%, 05/15/2022		428,728
	150,000	5.850%, 01/15/2036		177,587
				5,524,722
		Independent Power Producers & Energy Traders - 0.32%
		Exelon Generation Co., LLC
	540,000	5.200%, 10/01/2019		612,014
	605,000	6.250%, 10/01/2039		705,004
				1,317,018
		Industrial Conglomerates - 0.27%
	930,000	Koninklijke Philips Electronics NV 5.750%, 03/11/2018		1,110,127
		Insurance - 0.84%
		American International Group, Inc.
	100,000	8.250%, 08/15/2018		129,845
	30,000	4.875%, 06/01/2022		34,002

See notes to financial statements.

69

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Insurance (Continued)
	810,000	CNA Financial Corp. 7.350%, 11/15/2019	$	1,026,676
	615,000	Liberty Mutual Group, Inc. 5.000%, 06/01/2021 (Acquired 05/18/2011, Cost $521,962) (b)		676,120
	500,000	New York Life Global Funding 3.000%, 05/04/2015 (Acquired 03/19/2012, Cost $517,772) (b)		525,789
	375,000	Prudential Financial, Inc. 4.500%, 11/15/2020		422,170
	605,000	Willis North America, Inc. 6.200%, 03/28/2017		689,917
				3,504,519
		Internet Software & Services - 0.17%
	700,000	eBay, Inc. 1.350%, 07/15/2017		708,476
		Life Sciences Tools & Services - 0.04%
	150,000	Life Technologies Corp. 6.000%, 03/01/2020		168,532
		Machinery - 0.15%
	530,000	Eaton Corp. 5.600%, 05/15/2018		625,456
		Media - 2.32%
		CBS Corp.
	525,000	3.375%, 03/01/2022		535,736
	100,000	4.850%, 07/01/2042		97,625
		Comcast Corp.
	1,345,000	5.875%, 02/15/2018		1,624,365
	250,000	6.400%, 05/15/2038		315,501
	150,000	COX Communications, Inc. 3.250%, 12/15/2022 (Acquired 11/26/2012, Cost $149,769) (b)		152,699
		DIRECTV Holdings, LLC
	1,095,000	1.750%, 01/15/2018		1,083,549
	475,000	3.800%, 03/15/2022		486,449
	375,000	6.350%, 03/15/2040		419,226
	65,000	Discovery Communications LLC 3.250%, 04/01/2023		66,089

Principal Amount			Value
		Media (Continued)
	145,000	NBCUniversal Enterprise, Inc. 1.974%, 04/15/2019 (Acquired 03/20/2013, Cost $144,917) (b)	$	146,000
	400,000	NBCUniversal Media LLC 5.150%, 04/30/2020		474,783
		News America, Inc.
	275,000	4.500%, 02/15/2021		310,612
	250,000	6.150%, 02/15/2041		300,453
		Time Warner, Inc.
	1,105,000	6.750%, 07/01/2018		1,361,328
	400,000	4.700%, 01/15/2021		451,791
	750,000	4.125%, 02/15/2021		806,316
	225,000	3.400%, 06/15/2022		232,475
	225,000	7.625%, 04/15/2031		305,270
	200,000	4.500%, 09/15/2042		182,514
	250,000	Viacom, Inc. 5.625%, 09/15/2019		297,744
				9,650,525
		Metals & Mining - 0.61%
	495,000	BHP Billiton Finance USA Ltd. 1.625%, 02/24/2017		504,302
		Freeport-McMoRan Copper & Gold, Inc.
	80,000	2.375%, 03/15/2018 (Acquired 02/28/2013, Cost $79,992) (b)		80,428
	75,000	3.100%, 03/15/2020 (Acquired 02/28/2013, Cost $74,972) (b)		75,367
	335,000	3.875%, 03/15/2023 (Acquired 12/15/2022, Cost $334,965) (b)		336,644
	735,000	Rio Tinto Finance USA Ltd. 2.500%, 05/20/2016		767,919
	435,000	Teck Resources Ltd. 6.000%, 08/15/2040		452,633
		Xstrata Finance Canada Ltd.
	165,000	2.450%, 10/25/2017 (Acquired 10/18/2012, Cost $164,723) (b)		167,426
	135,000	4.000%, 10/25/2022 (Acquired 10/18/2012, Cost $134,658) (b)		136,238
				2,520,957

See notes to financial statements.

70

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Multi-Utilities - 0.71%
	650,000	Dominion Resources, Inc. 1.400%, 09/15/2017	$	651,959
	580,000	Sempra Energy 6.500%, 06/01/2016		676,459
	1,380,000	Xcel Energy, Inc. 5.613%, 04/01/2017		1,594,621
				2,923,039
		Oil & Gas - 4.45%
	150,000	Anadarko Petroleum Corp. 8.700%, 03/15/2019		202,203
	375,000	Apache Corp. 3.625%, 02/01/2021		405,259
		BP Capital Markets Plc
	350,000	3.200%, 03/11/2016		373,095
	1,235,000	4.500%, 10/01/2020		1,413,379
	1,120,000	2.500%, 11/06/2022		1,092,447
	945,000	Canadian Natural Resources Ltd. 3.450%, 11/15/2021		1,005,580
	1,105,000	ConocoPhillips 6.650%, 07/15/2018		1,389,785
		Energy Transfer Partners LP
	943,000	8.500%, 04/15/2014		1,015,305
	570,000	9.000%, 04/15/2019		751,910
	225,000	5.200%, 02/01/2022		253,059
		Husky Energy, Inc.
	465,000	5.900%, 06/15/2014		493,022
	810,000	3.950%, 04/15/2022		868,233
	475,000	Kinder Morgan Energy Partners LP 3.450%, 02/15/2023		481,064
	800,000	Marathon Oil Corp. 6.000%, 10/01/2017		950,915
		Nexen, Inc.
	150,000	5.875%, 03/10/2035		181,761
	150,000	7.500%, 07/30/2039		218,843
	780,000	ONEOK Partners LP 6.125%, 02/01/2041		910,375
		Petrobras International Finance Co.
	305,000	3.500%, 02/06/2017		315,673
	550,000	5.375%, 01/27/2021		596,196
	250,000	6.875%, 01/20/2040		288,421
	375,000	Petroleos Mexicanos 8.000%, 05/03/2019		481,875

Principal Amount			Value
		Oil & Gas (Continued)
		Phillips 66
	425,000	1.950%, 03/05/2015	$	434,541
	845,000	4.300%, 04/01/2022		929,355
	300,000	Schlumberger Investment SA 3.300%, 09/14/2021 (Acquired 09/07/2011, Cost $300,274) (b)		320,910
	1,915,000	Shell International Finance BV 0.625%, 12/04/2015		1,923,321
	405,000	Spectra Energy Partners LP 4.600%, 06/15/2021		433,695
	295,000	Valero Energy Corp. 9.375%, 03/15/2019		402,949
	370,000	Williams Cos., Inc. 3.700%, 01/15/2023		368,050
				18,501,221
		Pharmaceuticals - 1.87%
		AbbVie, Inc.
	705,000	1.200%, 11/06/2015 (Acquired 11/05/2012, Cost $704,528) (b)		710,930
	280,000	1.750%, 11/06/2017 (Acquired 11/05/2012, Cost $279,415) (b)		283,717
	335,000	2.000%, 11/06/2018 (Acquired 11/05/2012, Cost $333,234) (b)		339,440
	550,000	2.900%, 11/06/2022 (Acquired 11/05/2012, Cost $546,458) (b)		551,642
	2,105,000	GlaxoSmithKline Capital Plc 1.500%, 05/08/2017		2,142,884
	1,210,000	Novartis Capital Corp. 2.900%, 04/24/2015		1,269,622
		Sanofi-Aventis SA
	560,000	1.625%, 03/28/2014		567,262
	780,000	4.000%, 03/29/2021		869,393
	920,000	Teva Pharmaceutical Finance 3.000%, 06/15/2015		965,675
	85,000	Zoetis, Inc. 1.875%, 02/01/2018 (Acquired 01/16/2013, Cost $84,951) (b)		85,646
				7,786,211

See notes to financial statements.

71

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Pipelines - 1.31%
	490,000	Duke Energy, Inc. 5.668%, 08/15/2014	$	521,581
		Enterprise Products Operating LLC
	815,000	5.650%, 04/01/2013		815,000
	330,000	3.350%, 03/15/2023		336,760
	680,000	6.125%, 10/15/2039		802,362
	86,000	4.450%, 02/15/2043		83,032
	760,000	Spectra Energy Capital LLC 5.650%, 03/01/2020		895,430
		TransCanada Pipelines Ltd.
	660,000	7.625%, 01/15/2039		949,890
	300,000	6.350%, 05/15/2067 (d)		320,308
		Transocean, Inc.
	155,000	2.500%, 10/15/2017 (a)		157,129
	500,000	6.500%, 11/15/2020		578,719
				5,460,211
		Real Estate - 1.60%
	250,000	Duke Realty LP 4.375%, 06/15/2022		266,404
	250,000	ERP Operating LP 4.625%, 12/15/2021		280,837
		HCP, Inc.
	250,000	2.625%, 02/01/2020		251,975
	955,000	5.375%, 02/01/2021		1,111,138
		Health Care Property Investments, Inc.
	125,000	6.300%, 09/15/2016		144,875
	200,000	6.000%, 01/30/2017		231,712
		Health Care REIT, Inc.
	385,000	3.625%, 03/15/2016		408,188
	245,000	2.250%, 03/15/2018		247,511
	90,000	4.125%, 04/01/2019		97,694
	675,000	5.250%, 01/15/2022		762,860
		Liberty Property LP
	325,000	5.500%, 12/15/2016		367,735
	25,000	4.125%, 06/15/2022		26,480
	25,000	3.375%, 06/15/2023		24,873
	161,000	Realty Income Corp. 3.250%, 10/15/2022		157,965
		Simon Property Group LP
	1,105,000	6.125%, 05/30/2018		1,351,592
	400,000	4.125%, 12/01/2021		443,140

Principal Amount			Value
		Real Estate (Continued)
		Ventas Realty LP
	335,000	2.000%, 02/15/2018	$	337,281
	150,000	2.700%, 04/01/2020		151,396
				6,663,656
		Road & Rail - 0.27%
	565,000	Burlington Northern Santa Fe LLC 7.950%, 08/15/2030		785,027
	309,000	Canadian Pacific Railway Ltd. 4.500%, 01/15/2022		343,434
				1,128,461
		Semiconductor & Semiconductor Equipment - 0.86%
	340,000	Altera Corp. 1.750%, 05/15/2017		347,764
	725,000	Analog Devices, Inc. 3.000%, 04/15/2016		767,567
	780,000	Applied Materials, Inc. 2.650%, 06/15/2016		821,210
		Intel Corp.
	725,000	1.350%, 12/15/2017		728,295
	470,000	3.300%, 10/01/2021		494,051
	425,000	TSMC Global Ltd. 1.625%, 04/03/2018 (Acquired 03/27/2013, Cost $424,715) (b)		424,715
				3,583,602
		Software - 0.22%
	925,000	Oracle Corp. 1.200%, 10/15/2017		927,036
		Specialty Retail - 0.16%
	310,000	Autozone, Inc. 4.000%, 11/15/2020		332,182
	250,000	Home Depot, Inc. 5.875%, 12/16/2036		311,807
				643,989
		Thrifts & Mortgage Finance - 0.02%
	60,000	Santander Holdings USA, Inc. 4.625%, 04/19/2016 (a)		64,208

See notes to financial statements.

72

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Tobacco - 0.30%
		Altria Group, Inc.
	306,000	9.700%, 11/10/2018	$	426,341
	665,000	2.850%, 08/09/2022		655,089
	155,000	Reynolds American, Inc. 1.050%, 10/30/2015		155,153
				1,236,583
		Trucking - 0.11%
		Penske Truck Leasing Co., L.P.
	400,000	3.125%, 05/11/2015 (Acquired 05/08/2012, Cost $399,930) (b)		414,086
	35,000	2.875%, 07/17/2018 (Acquired 01/15/2013, Cost $35,238) (b)		35,733
				449,819
		Wireless Telecommunication Services - 0.28%
	1,165,000	Vodafone Group Plc 1.625%, 03/20/2017		1,177,774
		Total Corporate Obligations (Cost $158,490,492)		164,684,864
		FOREIGN GOVERNMENT DEBT OBLIGATIONS - 0.12%
	196,000	Federal Government of Mexico 4.750%, 03/08/2044		203,840
	250,000	Republic of Colombia 4.375%, 07/12/2021		280,250
		Total Foreign Government Debt Obligations (Cost $393,732)		484,090
		MORTGAGE BACKED SECURITIES - 25.83%
		Federal Home Loan Mortgage Corp.
	711,515	Series 2590, Pool #2590NV 5.000%, 03/15/2018		761,266
	9,580	Pool #E9-9763 4.500%, 09/01/2018		10,198
	9,572	Pool #E9-9764 4.500%, 09/01/2018		10,443
	169,021	Pool #D9-6291 4.500%, 09/01/2023		184,410
	519,022	Pool #G1-3624 5.000%, 08/01/2024		555,835

Principal Amount			Value
		MORTGAGE BACKED SECURITIES (Continued)
	524,853	Series 2329, Pool #2329ZA 6.500%, 06/15/2031	$	602,060
	275,982	Series 2338, Pool #2338ZC 6.500%, 07/15/2031		318,114
	480,178	Pool #78-0447 2.375%, 04/01/2033 (d)		512,923
	473	Pool #A4-3129 5.500%, 02/01/2036		522
	2,961,686	Pool #A8-9148 4.000%, 10/01/2039		3,148,982
	1,319,222	Pool #C0-3815 3.500%, 03/01/2042		1,397,018
	1,754,015	Pool #C0-3830 4.000%, 03/01/2042		1,864,939
	975,103	Pool #U9-0688 4.000%, 05/01/2042		1,069,830
	344,082	Pool #Q0-9530 3.500%, 07/01/2042		363,244
	2,207,844	Pool #Q0-9949 3.000%, 08/01/2042		2,269,641
		Federal National Mortgage Association
	487,551	Pool #467626 3.740%, 05/01/2018		541,781
	3,140	Pool #685505 5.000%, 05/01/2018		3,373
	3,057	Pool #705709 5.000%, 05/01/2018		3,283
	2,139,088	Pool #AH6301 4.000%, 05/01/2026		2,290,716
	1,106,716	Pool #AL2877 3.500%, 01/01/2028		1,178,809
	325,226	Pool #544859 2.717%, 08/01/2029 (d)		341,875
	360,266	Pool #786848 7.000%, 10/01/2031		429,769
	15,854	Pool #727181 5.000%, 08/01/2033		17,597
	7,488	Pool #730727 5.000%, 08/01/2033		8,333
	2,014	Pool #741862 5.500%, 09/01/2033		2,236
	2,781	Pool #766197 5.500%, 02/01/2034		3,088

See notes to financial statements.

73

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		MORTGAGE BACKED SECURITIES (Continued)
	461	Pool #776974 5.500%, 04/01/2034	$	519
	322,960	Pool #888504 2.196%, 04/01/2034 (d)		345,116
	15,106	Pool #775776 5.500%, 05/01/2034		16,777
	366,160	Pool #802783 2.654%, 10/01/2034 (d)		389,487
	20,964	Pool #781629 5.500%, 12/01/2034		23,241
	715	Pool #806098 6.000%, 12/01/2034		797
	287,239	Pool #735504 6.000%, 04/01/2035		323,328
	17,391	Pool #822815 5.500%, 04/01/2035		19,314
	18,034	Pool #357850 5.500%, 07/01/2035		20,028
	18,223	Pool #820242 5.000%, 07/01/2035		20,281
	3,918	Pool #838452 5.500%, 09/01/2035		4,402
	19,045	Pool #865854 6.000%, 03/01/2036		21,283
	34,367	Pool #891474 6.000%, 04/01/2036		38,490
	35,622	Pool #906000 6.000%, 01/01/2037		39,116
	286	Pool #928062 5.500%, 02/01/2037		317
	404	Pool #899119 5.500%, 04/01/2037		445
	522	Pool #938488 5.500%, 05/01/2037		575
	642	Pool #970131 5.500%, 03/01/2038		712
	656	Pool #981313 5.500%, 06/01/2038		728
	852	Pool #985108 5.500%, 07/01/2038		945
	297	Pool #964930 5.500%, 08/01/2038		329
	334	Pool #987032 5.500%, 08/01/2038		368

Number of Shares			Value
		MORTGAGE BACKED SECURITIES (Continued)
	459	Pool #968371 5.500%, 09/01/2038	$	509
	206,412	Pool #AD0095 6.000%, 11/01/2038		226,400
	298	Pool #993050 5.500%, 12/01/2038		328
	273	Pool #MC0018 5.500%, 12/01/2038		276
	76,733	Pool #993579 4.000%, 05/01/2039		81,867
	17,810	Pool #AA5840 4.000%, 06/01/2039		19,001
	214,046	Pool #AA7670 4.500%, 06/01/2039		234,463
	133,014	Pool #AA8715 4.000%, 06/01/2039		146,465
	16,099	Pool #AA9133 4.500%, 08/01/2039		17,933
	34,604	Pool #AC2861 4.500%, 08/01/2039		38,684
	76,743	Pool #AC6121 4.500%, 11/01/2039		85,790
	13,204	Pool #AC8372 4.500%, 12/01/2039		14,497
	607,252	Pool #AD0586 4.500%, 12/01/2039		678,838
	614,684	Pool #AD5574 5.000%, 04/01/2040		675,263
	2,454,210	Pool #AD5661 5.000%, 05/01/2040		2,706,815
	3,088,865	Pool #AB1231 5.000%, 07/01/2040		3,406,792
	122,394	Pool #AD7793 4.500%, 07/01/2040		132,080
	37,950	Pool #AD9896 4.000%, 08/01/2040		40,489
	1,336,250	Pool #AE0217 4.500%, 08/01/2040		1,439,905
	45,105	Pool #AB1500 4.000%, 09/01/2040		48,123
	33,885	Pool #AD9856 4.000%, 09/01/2040		36,152
	45,520	Pool #AE2559 4.000%, 09/01/2040		48,566

See notes to financial statements.

74

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		MORTGAGE BACKED SECURITIES (Continued)
	14,883	Pool #AE2562 4.000%, 09/01/2040	$	15,879
	18,045	Pool #AE2566 4.000%, 09/01/2040		19,252
	101,988	Pool #AE4124 4.000%, 10/01/2040		108,812
	59,144	Pool #AE4888 4.000%, 10/01/2040		63,102
	66,987	Pool #AE3916 4.000%, 11/01/2040		71,469
	10,869	Pool #AE5147 4.000%, 11/01/2040		11,597
	135,907	Pool #AE8715 4.000%, 11/01/2040		145,000
	1,312,466	Pool #AH1089 4.000%, 11/01/2040		1,407,164
	1,268,301	Pool #AE0698 4.500%, 12/01/2040		1,368,668
	237,733	Pool #AE8893 4.000%, 12/01/2040		253,639
	14,206	Pool #AH0006 4.000%, 12/01/2040		15,156
	39,400	Pool #AH0020 4.000%, 12/01/2040		42,036
	76,881	Pool #AH0599 4.000%, 12/01/2040		82,025
	28,984	Pool #AH0601 4.000%, 12/01/2040		30,923
	113,374	Pool #AE7893 4.000%, 01/01/2041		120,960
	51,255	Pool #AH1263 4.000%, 01/01/2041		54,684
	256,329	Pool #AH2999 4.000%, 01/01/2041		273,479
	1,921,825	Pool #AH3373 5.000%, 01/01/2041		2,119,633
	449,225	Pool #AB2265 4.000%, 02/01/2041		493,249
	14,314	Pool #AH4659 4.000%, 02/01/2041		15,276
	2,463,482	Pool #AH5574 4.000%, 02/01/2041		2,670,261

Principal Amount			Value
		MORTGAGE BACKED SECURITIES (Continued)
	213,717	Pool #AH5653 4.000%, 02/01/2041	$	231,455
	97,802	Pool #AH5783 4.000%, 02/01/2041		105,443
	413,421	Pool #AL0934 5.000%, 02/01/2041		455,706
	444,069	Pool #AD1889 4.500%, 03/01/2041		479,210
	27,344	Pool #AH6150 4.000%, 03/01/2041		29,182
	95,577	Pool #AH6583 4.000%, 03/01/2041		102,002
	843,363	Pool #AH4246 4.500%, 04/01/2041		910,630
	3,603,245	Pool #AH8854 4.500%, 04/01/2041		3,946,942
	278,768	Pool #AL0215 4.500%, 04/01/2041		305,358
	3,133,728	Pool #AL0247 4.000%, 04/01/2041		3,440,834
	1,181,113	Pool #AI1856 4.500%, 05/01/2041		1,306,692
	322,712	Pool #AL0187 5.000%, 05/01/2041		350,281
	2,886,076	Pool #AL0208 4.500%, 05/01/2041		3,161,365
	48,079	Pool #AL0456 5.000%, 06/01/2041		52,186
	663,535	Pool #AI7368 4.500%, 07/01/2041		716,459
	2,591,176	Pool #AB3395 4.500%, 08/01/2041		2,838,337
	827,031	Pool #AI7913 4.500%, 08/01/2041		892,995
	232,610	Pool #AI8154 4.000%, 08/01/2041		248,245
	185,970	Pool #AI8842 4.500%, 08/01/2041		200,803
	38,372	Pool #AJ1080 4.500%, 09/01/2041		41,432
	70,249	Pool #AL0815 4.000%, 09/01/2041		77,353

See notes to financial statements.

75

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		MORTGAGE BACKED SECURITIES (Continued)
	191,683	Pool #AB3691 4.000%, 10/01/2041	$	206,635
	24,063	Pool #AJ1562 4.000%, 10/01/2041		26,496
	27,220	Pool #AJ1972 4.000%, 10/01/2041		29,973
	3,739,457	Pool #AJ2212 4.500%, 10/01/2041		4,106,665
	51,146	Pool #AJ3146 4.500%, 10/01/2041		55,225
	257,734	Pool #AJ4044 4.000%, 10/01/2041		283,797
	37,620	Pool #AJ4756 4.000%, 10/01/2041		41,424
	2,319,842	Pool #AL0933 5.000%, 10/01/2041		2,567,291
	1,490,922	Pool #AB3876 4.000%, 11/01/2041		1,607,214
	28,786	Pool #AJ3330 4.000%, 11/01/2041		31,697
	32,528	Pool #AJ4549 4.000%, 11/01/2041		35,817
	23,860	Pool #AJ4698 4.000%, 11/01/2041		26,273
	49,251	Pool #AJ5424 4.000%, 11/01/2041		54,232
	27,599	Pool #AJ7840 4.000%, 11/01/2041		30,390
	30,537	Pool #AB3995 4.000%, 12/01/2041		33,625
	254,088	Pool #AB4054 4.000%, 12/01/2041		279,783
	32,188	Pool #AI0848 4.000%, 12/01/2041		35,443
	29,221	Pool #AJ4187 4.000%, 12/01/2041		32,176
	38,044	Pool #AJ5736 4.000%, 12/01/2041		41,892
	31,068	Pool #AJ5968 4.000%, 12/01/2041		33,156
	36,580	Pool #AJ6061 4.000%, 12/01/2041		40,279

Principal Amount			Value
		MORTGAGE BACKED SECURITIES (Continued)
	490,601	Pool #AJ7684 4.000%, 12/01/2041	$	540,213
	25,329	Pool #AJ7868 4.000%, 12/01/2041		27,890
	53,797	Pool #AJ8104 4.000%, 12/01/2041		59,237
	31,947	Pool #AJ8109 4.000%, 12/01/2041		35,178
	23,796	Pool #AJ8171 4.000%, 12/01/2041		26,203
	40,728	Pool #AJ8341 4.000%, 12/01/2041		44,846
	61,010	Pool #AJ8436 4.000%, 12/01/2041		67,180
	25,232	Pool #AJ8912 4.000%, 12/01/2041		27,784
	29,939	Pool #AJ9248 4.000%, 12/01/2041		32,966
	44,159	Pool #AJ2446 4.000%, 01/01/2042		47,127
	37,967	Pool #AJ7538 4.000%, 01/01/2042		41,807
	17,578	Pool #AJ8001 4.000%, 01/01/2042		18,828
	39,586	Pool #AJ8369 4.000%, 01/01/2042		43,589
	34,307	Pool #AJ9162 4.000%, 01/01/2042		37,776
	187,392	Pool #AJ9330 4.000%, 01/01/2042		206,342
	23,824	Pool #AJ9779 4.000%, 01/01/2042		26,233
	30,736	Pool #AK0170 4.000%, 01/01/2042		33,844
	63,753	Pool #AK0543 4.000%, 01/01/2042		70,200
	26,329	Pool #AK0563 4.000%, 01/01/2042		28,992
	57,047	Pool #AK1827 4.000%, 01/01/2042		62,816
	3,703,977	Pool #AB4438 3.500%, 02/01/2042		3,945,546

See notes to financial statements.

76

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		MORTGAGE BACKED SECURITIES (Continued)
	4,379,087	Pool #AK9382 4.000%, 04/01/2042	$	4,776,763
	5,943,314	Pool #AJ0130 3.500%, 05/01/2042		6,281,712
	390,705	Pool #AO4164 4.000%, 06/01/2042		426,430
	195,059	Pool #AB5529 4.000%, 07/01/2042		212,894
	346,897	Pool #AB6228 3.500%, 09/01/2042		366,648
	3,145,981	Pool #AP4786 3.000%, 09/01/2042		3,248,413
	5,135,001	Pool #AR8929 3.000%, 01/01/2043		5,302,196
		Government National Mortgage Association
	250,947	Pool #752842X 3.950%, 07/15/2025		270,775
	32,668	Pool #614436X 5.000%, 08/15/2033		35,573
	590,628	Pool #618907X 5.000%, 09/15/2033		648,418
	76,025	Pool #605098X 5.000%, 03/15/2034		83,321
	71,655	Pool #520279X 5.000%, 11/15/2034		78,307
	1,256,806	Pool #644812X 6.000%, 05/15/2035		1,426,239
	1,290,186	Pool #688021X 6.000%, 10/15/2038		1,452,831
	127,507	Pool #736686X 5.000%, 02/15/2039		139,186
	1,602,989	Pool #723248 5.000%, 10/15/2039		1,785,379
	624,126	Pool #726382 5.000%, 10/15/2039		695,140
	421,575	Pool #782916X 5.500%, 02/15/2040		461,572
	1,291,828	Pool #752599C 4.000%, 10/20/2040		1,433,777
	1,929,518	Pool #752631C 4.500%, 10/20/2040		2,148,217

Principal Amount			Value
		MORTGAGE BACKED SECURITIES (Continued)
	1,509,641	Pool #005176M 5.000%, 09/20/2041	$	1,663,954
	799,429	Pool #783511M 4.000%, 12/20/2041		865,488
		Total Mortgage Backed Securities (Cost $104,015,625)		107,338,606
		MUNICIPAL DEBT OBLIGATIONS - 0.37%
		California, GO,
	230,000	7.500%, 04/01/2034		320,353
	175,000	7.950%, 03/01/2036		219,133
	425,000	7.550%, 04/01/2039		613,985
	315,000	Illinois, GO, 7.350%, 07/01/2035		378,054
		Total Municipal Debt Obligations (Cost $1,277,947)		1,531,525
		U.S. GOVERNMENT AGENCY ISSUES - 1.24%
		Federal Home Loan Mortgage Corp.
	300,000	0.500%, 10/15/2013		300,609
	1,300,000	1.000%, 03/08/2017		1,317,130
	400,000	1.250%, 05/12/2017		409,171
	1,200,000	1.000%, 06/29/2017		1,215,242
		Federal National Mortgage Association
	200,000	4.125%, 04/15/2014		208,247
	1,700,000	0.625%, 10/30/2014		1,710,196
		Total U.S. Government Agency Issues (Cost $5,097,899)		5,160,595
		U.S. TREASURY OBLIGATIONS - 20.84%
		U.S. Treasury Bonds - 4.69%
	2,900,000	4.250%, 11/15/2014		3,089,181
	2,555,000	5.375%, 02/15/2031		3,554,644
	1,200,000	4.250%, 11/15/2040		1,475,626
	500,000	4.375%, 05/15/2041		627,344
	7,360,000	3.125%, 11/15/2041		7,404,852
	365,000	3.000%, 05/15/2042		357,415
	2,125,000	2.750%, 08/15/2042		1,971,934
	1,100,000	2.750%, 11/15/2042		1,019,734
		U.S. Treasury Notes - 16.15%
	1,385,000	0.250%, 11/30/2013		1,386,137
	3,600,000	0.250%, 05/31/2014		3,603,096
	5,700,000	0.625%, 07/15/2014		5,731,840
	10,550,000	0.250%, 07/15/2015		10,543,406
	3,125,000	1.750%, 07/31/2015		3,231,691

See notes to financial statements.

77

GuideMark^SM Core Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		U.S. TREASURY OBLIGATIONS (Continued)
		U.S. Treasury Notes (Continued)
	4,365,000	2.000%, 04/30/2016	$	4,581,548
	9,295,000	0.875%, 01/31/2017		9,418,447
	5,875,000	0.875%, 04/30/2017		5,946,146
	6,240,000	1.875%, 09/30/2017		6,575,887
	3,555,000	2.000%, 11/15/2021		3,666,648
	12,080,000	2.000%, 02/15/2022		12,420,692
		Total U.S. Treasury Obligations (Cost $85,764,973)		86,606,268

Number of Shares
		SHORT TERM INVESTMENTS - 2.77%
		Money Market Funds - 2.77%
	11,520,091	Federated Prime Obligations Fund Effective Yield, 0.08%	11,520,091
		Total Short Term Investments (Cost $11,520,091)	11,520,091
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 0.38%
		Money Market Funds - 0.37%
	1,549,788	First American Government Obligations Fund Effective Yield, 0.02%	1,549,788
	4,931	Reserve Primary Fund (f)	191
		Total Money Market Funds (Cost $1,554,043)	1,549,979

Principal Amount			Value
		Cash - 0.01%
	16,089	Cash	$	16,089
		Total Cash (Cost $16,089)		16,089
		Total Investments Purchased as Securities Lending Collateral (Cost $1,570,132)		1,566,068
		Total Investments (Cost $403,299,231) - 99.76%		414,536,757
		Other Assets in Excess of Liabilities - 0.24%		1,006,232
		TOTAL NET ASSETS - 100.00%	$	415,542,989

Percentages are stated as a percent of net assets.

Principal amounts are denominated in the currency in which the security was purchased.

(a)	All or portion of this security is on loan.
(b)	Restricted securities as defined in Rule 144(a) under the Securities Act of 1933. Such securities are treated as liquid securities according to the Fund’s liquidity guidelines. The value of these securities total $16,464,124, which represents 3.96% of total net assets.
(c)	Restricted securities as defined in Rule 144(a) under the Securities Act of 1933. Such securities are treated as illiquid securities according to the Fund’s liquidity guidelines. The value of these securities total $17,675, which represents 0.00% of total net assets.
(d)	Variable Rate Security. The rate shown is the rate in effect on March 31, 2013.
(e)	Non-income producing. Item identified as in default as to payment of interest.
(f)	As of March 31, 2013, the Fund has fair valued this security and deemed it illiquid. The value of this security was $191, which represents 0.00% of total net assets.

See notes to financial statements.

78

GuideMark^SM Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS

March 31, 2013

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS - 97.53%
		Alaska - 1.03%
$	195,000	Northern Tobacco Securitization Corp., Series A, Refunding, Revenue Bond, 5.000%, 06/01/2046	$	174,223
	500,000	Valdez Marine Terminal - BP Pipelines, Series B, Refunding, Revenue Bond, BP Plc Insured, 5.000%, 01/01/2021		607,505
				781,728
		Arizona - 2.72%
	250,000	Arizona State Health Facilities Authority, Series B, Refunding, Revenue Bond, 5.000%, 02/01/2043		266,162
	590,000	Arizona University System Board of Regents, Series A, Refunding, Revenue Bond, 5.000%, 07/01/2028		691,380
	450,000	Phoenix Civic Improvement Wastewater System, Refunding, Revenue Bond, 5.000%, 07/01/2020		518,931
	500,000	Salt River Project, Series A, Revenue Bond, 5.000%, 01/01/2021		582,085
				2,058,558
		Arkansas - 0.99%
	210,000	Springdale School District, Refunding, GO, 3.000%, 06/01/2024		210,321
	500,000	University of Arkansas, Series A, Revenue Bond, 4.125%, 11/01/2030		538,330
				748,651
		California - 9.23%
	445,000	California Economic Recovery, Series A, Refunding, GO, 5.250%, 07/01/2021		541,739
	400,000	California Municipal Finance Authority, Mobile Home Park, Series A, Refunding, Revenue Bond, 6.400%, 08/15/2045		442,424

Principal Amount			Value
		California (Continued)
$	500,000	California Statewide Communities Development Authority, Refunding, Revenue Bond, 6.125%, 07/01/2046	$	534,165
	500,000	California Statewide Community Development Authority, Series A, Revenue Bond, 5.000%, 04/01/2042		548,945
		California, GO,
	250,000	5.500%, 04/01/2018		304,402
	1,000,000	6.500%, 04/01/2033		1,231,410
	100,000	California, Refunding, GO, 5.000%, 09/01/2022		122,634
		Golden State Tobacco Securitization, Series A, Refunding, Revenue Bond,
	555,000	5.125%, 06/01/2047		490,581
	325,000	5.750%, 06/01/2047		312,315
	700,000	Golden State Tobacco Securitization, Series A, Revenue Bond, 5.000%, 06/01/2017		705,425
	1,000,000	Los Angeles Department of Airports, Series A, Refunding, Revenue Bond, 5.250%, 05/15/2029		1,178,650
	500,000	San Mateo Joint Powers Financing Authority, Series A, Refunding, Revenue Bond, 5.250%, 07/15/2025		576,185
				6,988,875
		Colorado - 2.30%
	280,000	Colorado Health Facilities Authority, Refunding, Revenue Bond, 5.000%, 12/01/2028		312,460
	500,000	Colorado Regional Transportation District, Series A, Revenue Bond, 5.000%, 11/01/2027		597,405
	700,000	Regional Transportation District, Revenue Bond, 6.000%, 01/15/2026		834,421
				1,744,286
		Connecticut - 0.78%
	500,000	Connecticut Health & Educational Facilities Authority, Series A, Refunding, Revenue Bond, 5.000%, 07/01/2025		588,760

See notes to financial statements.

79

GuideMark^SM Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Delaware - 0.68%
$	500,000	New Castle County, Revenue Bond, 5.000%, 09/01/2036	$	516,275
		District of Columbia - 0.57%
	380,000	District of Columbia, Series A, Revenue Bond, 5.000%, 10/01/2029		429,704
		Florida - 2.72%
	300,000	Brevard County Health Facilities Authority, Revenue Bond, 7.000%, 04/01/2039		368,529
	500,000	Florida Board of Education, Series C, Refunding, GO, 4.000%, 06/01/2025		558,450
	500,000	Miami-Dade County Health Facilities, Series A, Refunding, Revenue Bond, 5.250%, 08/01/2021		557,810
	500,000	Miami-Dade County Transit Sales Surtax, Revenue Bond, 5.000%, 07/01/2031		572,370
				2,057,159
		Georgia - 1.27%
	500,000	Atlanta Water & Wastewater, Revenue Bond, 6.250%, 11/01/2039		610,350
	325,000	Marietta Development Authority, Revenue Bond, 7.000%, 06/15/2039		349,333
				959,683
		Hawaii - 0.77%
	85,000	Hawaii, Series CW, Refunding, GO 5.000%, 04/01/2024		97,310
	415,000	Hawaii, Series DJ, GO, 5.000%, 04/01/2024		486,069
				583,379
		Idaho - 1.72%
	1,000,000	Boise-Kuna District, Revenue Bond, 7.375%, 06/01/2034		1,154,390
	140,000	Nampa Development Corp., Tax Allocation, 5.000%, 09/01/2031		146,542
				1,300,932

Principal Amount			Value
		Illinois - 3.12%
$	225,000	Illinois Financial Authority, Revenue Bond, 7.000%, 08/15/2044	$	268,592
	100,000	Illinois Financing Authority, Series A, Refunding, Revenue Bond, 5.125%, 05/15/2043		102,012
		Railsplitter Tobacco Settlement Authority, Revenue Bond,
	750,000	5.000%, 06/01/2018		867,360
	500,000	6.250%, 06/01/2024		559,055
	500,000	University of Illinois, Series C, Revenue Bond, 5.000%, 04/01/2026		570,070
				2,367,089
		Indiana - 3.50%
	500,000	Fishers Industry Redevelopment District, Saxony Project, Revenue Bond, 5.250%, 07/15/2034		552,400
		Indiana Financing Authority, Revenue Bond,
	145,000	5.000%, 07/01/2035		152,347
	295,000	5.000%, 07/01/2040		305,021
	500,000	Indiana State Finance Authority, Series A, Refunding, Revenue Bond, 5.000%, 02/01/2021		608,450
	400,000	Sheridan Community School’s Building Corporation, Revenue Bond, FSA Insured, 5.500%, 07/15/2020		463,536
	500,000	Tri-Creek Middle School Building Corporation, Revenue Bond, FSA Insured, 5.250%, 07/15/2021		568,700
				2,650,454
		Iowa - 1.37%
	400,000	Iowa Board of Regents, Revenue Bond, 4.000%, 09/01/2034		406,588
	600,000	Iowa Finance Authority Pollution Control, Revenue Bond, FGIC Insured, 5.000%, 07/01/2014		632,832
				1,039,420

See notes to financial statements.

80

GuideMark^SM Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Kansas - 0.46%
$	530,000	Wyandotte County/Kansas City Unified Government, Series B, Refunding, Revenue Bond, 0.000%, 06/01/2021 (b)	$	350,547
		Kentucky - 0.67%
	500,000	Pikeville Hospital, Revenue Bond, 3.000%, 09/01/2013		504,380
		Louisiana - 2.61%
	800,000	Louisiana Citizens Property, Revenue Bond, 6.750%, 06/01/2026		988,528
	500,000	Louisiana Public Facilities Authority, Revenue Bond, 5.500%, 05/15/2032		655,055
	300,000	St. Charles Parish Louisana Gulf, Revenue Bond, 4.000%, 12/01/2040 (a)		329,667
				1,973,250
		Maryland - 2.64%
	325,000	Anne Arundel County, Tax Allocation, 6.100%, 07/01/2040		353,854
	600,000	Maryland Department of Transportation County T Construction, Revenue Bond, 5.500%, 02/01/2017		711,588
	400,000	Maryland Student Housing Economic Development, Revenue Bond, 5.750%, 06/01/2033		430,588
	250,000	Montgomery County Public Improvements, Series A, Refunding, GO, 3.000%, 11/01/2028		251,008
	250,000	Prince George’s County, Series B, Refunding, GO, 3.000%, 03/01/2026		254,297
				2,001,335
		Massachusetts - 4.08%
	430,000	Massachusetts Development Finance Agency, Series A, Revenue Bond, 5.450%, 04/15/2014		440,569

Principal Amount			Value
		Massachusetts (Continued)
		Massachusetts Health & Educational Facilities Authority, Series A, Refunding, Revenue Bond,
$	500,000	5.000%, 12/15/2029	$	587,775
	785,000	5.500%, 11/15/2036		937,165
	500,000	Massachusetts Health & Educational Facilities Authority, Series B, Revenue Bond, 5.000%, 10/01/2038		568,085
	500,000	Massachusetts, Series D, Refunding, GO, 4.250%, 10/01/2027		558,880
				3,092,474
		Minnesota - 2.29%
	700,000	Minneapolis & St. Paul Housing and Redevelopment Authority Health Care, Revenue Bond, 4.000%, 08/15/2015		746,270
	250,000	Minnesota Trunk Highway, Series B, GO, 5.000%, 08/01/2021		315,575
	560,000	Rochester Health Care Facilities Mayo Clinic, Series C, Revenue Bond, 4.500%, 11/15/2038 (a)		671,815
				1,733,660
		Missouri - 4.09%
	810,000	Hannibal Industrial Development Authority, Hannibal Regional Hospital, Refunding, Revenue Bond, 5.250%, 09/01/2018		834,721
	250,000	Missouri Board of Public Buildings, Series A, Refunding, Revenue Bond, 3.000%, 10/01/2026		250,333
	500,000	Missouri Health & Educational Facilities Authority, Series A, Revenue Bond, 5.375%, 03/15/2039		576,855
	500,000	Missouri Highway & Transportation Commission, Series B, Revenue Bond, 5.000%, 05/01/2024		562,900

See notes to financial statements.

81

GuideMark^SM Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Missouri (Continued)
$	250,000	Sikeston Electric, Refunding, Revenue Bond, 5.000%, 06/01/2018	$	284,885
	500,000	St. Louis Airport, Revenue Bond, 6.625%, 07/01/2034		588,155
				3,097,849
		Nebraska - 0.77%
	500,000	Omaha Public Power Distributors, Series B, Revenue Bond, 5.000%, 02/01/2027		587,185
		New Hampshire - 0.18%
	120,000	New Hampshire Health & Educational Facilities Authority, Refunding, Revenue Bond, 5.000%, 07/01/2027		133,404
		New Jersey - 3.02%
	500,000	New Jersey State Transportation Trust Fund Authority, Series A, Refunding, Revenue Bond, 5.500%, 12/15/2021		630,885
	500,000	New Jersey State Transportation Trust Fund Authority, Series B, Revenue Bond, 5.000%, 06/15/2042		541,540
	340,000	New Jersey Transportation Trust Fund Authority, Series AA, Revenue Bond, 5.000%, 06/15/2019		405,970
	315,000	New Jersey Turnpike Authority, Series A, Revenue Bond, 5.000%, 01/01/2043		344,475
	300,000	New Jersey Turnpike Authority, Series B, Refunding, Revenue Bond, 5.000%, 01/01/2022		363,027
				2,285,897
		New York - 9.27%
	325,000	Brooklyn Arena Local Development Corporation, Revenue Bond, 6.500%, 07/15/2030		397,231

Principal Amount			Value
		New York (Continued)
$	500,000	Build NYC Resource Corp., Refunding, Revenue Bond, 5.000%, 08/01/2020	$	593,880
	480,000	Hudson Yards Infrastructure Corp., Series A, Revenue Bond, 5.750%, 02/15/2047		559,426
	1,000,000	Metropolitan Transportation Authority, Series F, Revenue Bond, 5.000%, 11/15/2014		1,075,740
	95,000	Nassau County Local Economic Assistance Corp., Refunding, Revenue Bond, 5.000%, 07/01/2019		110,437
	40,000	New York City Industrial Development Agency, Series A, Refunding, Revenue Bond, 5.000%, 07/01/2022		43,874
	500,000	New York City Transitional Financing Authority, Series D, Refunding, Revenue Bond, 3.000%, 11/01/2027		497,650
	325,000	New York Dormitory Authority, Revenue Bond, 6.125%, 12/01/2029		362,443
	300,000	New York Dormitory Authority, Series A, Refunding, Revenue Bond, 4.000%, 07/01/2037		316,848
	250,000	New York Dormitory Authority, Series B, Refunding, Revenue Bond, 5.000%, 07/01/2038		290,313
	500,000	New York Environmental Facilities, Revenue Bond, 5.500%, 10/15/2027		671,670
	900,000	New York, GO, 5.375%, 04/01/2036		1,043,757
	500,000	New York, Series E, GO, 4.000%, 12/15/2027		550,490
	500,000	Tobacco Settlement Financing, Revenue Bond, 5.250%, 06/01/2021		503,925
				7,017,684

See notes to financial statements.

82

GuideMark^SM Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		North Carolina - 2.23%
$	500,000	North Carolina Capital Facilities Finance Agency, Series B, Refunding, Revenue Bond, 5.000%, 10/01/2038	$	580,660
	500,000	North Carolina, Series C, Refunding, GO, 5.000%, 05/01/2019		614,665
	400,000	Wake County, Series C, Refunding, GO, 5.000%, 03/01/2020		496,620
				1,691,945
		North Dakota - 0.75%
	500,000	University of North Dakota, Refunding, Revenue, 5.000%, 04/01/2032		570,280
		Ohio - 2.15%
	500,000	Buckeye Tobacco Settlement Financial Authority, Series A, Revenue Bond, 5.875%, 06/01/2047		450,380
	500,000	Ohio Air Quality Development Authority, Series A, Revenue Bond, 5.700%, 08/01/2020		597,635
	500,000	Ohio Higher Education Facilities Commission, Refunding, Revenue Bond, 5.000%, 01/01/2026		583,505
				1,631,520
		Oregon - 0.61%
	400,000	Clackamas County School District, GO, 5.000%, 06/15/2021 (a)		461,004
		Pennsylvania - 6.73%
	1,000,000	Allegheny County Hospital Development Authority, Series A, Revenue Bond, 5.000%, 09/01/2014		1,066,130
	180,000	Allegheny County Industrial Development Authority, Refunding, Revenue Bond, 6.500%, 05/01/2017		194,521

Principal Amount			Value
		Pennsylvania (Continued)
$	500,000	Butler County Hospital Authority, Revenue Bond, 7.125%, 07/01/2029	$	628,290
	200,000	Montgomery County Industrial Development Authority, Revenue Bond, 6.000%, 02/01/2021		203,750
	400,000	Pennsylvania Economic Development Financing Authority, Albert Einstein Health Care, Series A, Refunding, Revenue Bond, 6.250%, 10/15/2023		466,280
	325,000	Pennsylvania Economic Development Financing Authority, Allegheny Energy Supply, Revenue Bond, 7.000%, 07/15/2039		387,829
		Pennsylvania Higher Educational Facilities Authority, Revenue Bond,
	500,000	5.250%, 07/01/2019		569,100
	400,000	5.800%, 07/01/2030		455,652
	250,000	Pennsylvania Higher Educational Facilities Authority, Series E, Refunding, Revenue Bond, 5.000%, 05/15/2019		298,692
	500,000	Philadelphia Gas Works, Refunding, Revenue Bond, 5.250%, 08/01/2017		572,170
	250,000	Tioga County Industrial Development Authority Student Housing, Series C-1, Revenue Bond, 3.000%, 03/01/2014		252,970
				5,095,384
		Puerto Rico - 1.48%
	375,000	Puerto Rico Commonwealth, Series A, Refunding, Revenue Bond, Assured Guaranty Insured, 5.000%, 07/01/2016		406,223
	620,000	Puerto Rico Commonwealth, Series B, Prerefunded, Refunding, GO, 5.250%, 07/01/2032		714,221
				1,120,444

See notes to financial statements.

83

GuideMark^SM Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		South Carolina - 0.63%
$	450,000	South Carolina Transportation Infrastructure Bank, Series B, Refunding, Revenue Bond, 4.000%, 10/01/2030	$	478,895
		South Dakota - 0.68%
	500,000	South Dakota Housing Development Authority, Series A, Revenue Bond, 4.250%, 05/01/2015		518,495
		Texas - 10.62%
	430,000	Central Texas Regional Mobility Authority, Revenue Bond, 6.000%, 01/01/2041		499,811
	635,000	Clifton Texas Higher Education Finance Corporation, Series A, Refunding, Revenue Bond, 4.000%, 12/01/2015		670,109
	625,000	Dallas Recreational Facility Improvements, Series A, Refunding, GO, 5.000%, 02/15/2020		771,344
	515,000	Frisco Texas Independent School District, Series A, GO, 6.000%, 08/15/2038		621,358
	425,000	Harris County Industrial Development, Revenue Bond, 5.000%, 02/01/2023		466,272
	500,000	Houston, GO, 5.250%, 03/01/2028		579,450
	580,000	La Porte Independent School District, GO, 5.250%, 02/15/2024		668,960
	250,000	North Texas Tollway Authority, Series A, Revenue Bond, 5.000%, 09/01/2020		300,845
	770,000	North Texas Tollway Authority, Series E, Refunding, Revenue Bond, 5.750%, 01/01/2038 (a)		872,125
	400,000	Texas Private Activity Surface Transportation Corp., LBJ Infrastructure, Revenue Bond, 7.500%, 06/30/2033		498,924

Principal Amount			Value
		Texas (Continued)
$	445,000	Texas Private Activity Surface Transportation Corp., Revenue Bond, 7.500%, 12/31/2031	$	550,776
	500,000	Texas Transportation Commission, Revenue Bond, 5.000%, 04/01/2018		583,900
		Texas Transportation Commission, Series A, GO,
	245,000	5.000%, 04/01/2020		303,205
	155,000	5.000%, 04/01/2021		193,345
	400,000	Texas, Series A, GO, 5.000%, 04/01/2022		463,520
				8,043,944
		Utah - 1.82%
	1,000,000	Utah Associated Municipal Power Systems San Juan Project, Refunding, Revenue Bond, 5.500%, 06/01/2022		1,202,200
	200,000	Utah Charter School Finance Authority, Series A, Revenue Bond, 3.250%, 10/15/2036		178,224
				1,380,424
		Virginia - 2.33%
	1,000,000	Henry County Public Service Authority Water & Sewer, Refunding, Revenue Bond, FSA Insured,
		5.500%, 11/15/2019		1,199,420
	400,000	Virginia College Building Authority Educational Facilities, Revenue Bond, 5.750%, 01/01/2034		562,040
				1,761,460
		Washington - 1.50%
	500,000	Energy Northwest Washington Electric, Series D, Revenue Bond, 5.000%, 07/01/2035		574,530
	500,000	King County Hospital, Refunding, GO, MBIA Insured, 5.000%, 12/01/2021		560,965
				1,135,495

See notes to financial statements.

84

GuideMark^SM Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Wisconsin - 3.15%
$	500,000	Southeast Wisconsin Professional Baseball Park Sales Tax, Series A, Revenue Bond, MBIA Insured, 5.500%, 12/15/2026	$	623,080
	150,000	Wisconsin Health & Educational Facilities Authority, Series A, Revenue Bond, 5.125%, 02/01/2038		149,259
	220,000	Wisconsin Public Finance Authority, Refunding, Revenue Bond, 5.000%, 07/01/2022		242,207
	150,000	Wisconsin Public Financing Authority, Refunding, Revenue Bond, 5.750%, 10/01/2031		150,420
	1,000,000	Wisconsin, Series A, Refunding, Revenue Bond, 6.000%, 05/01/2033		1,218,870
				2,383,836
		Total Municipal Debt Obligations (Cost $67,662,510)		73,865,744

Number of Shares			Value
		SHORT TERM INVESTMENTS - 1.62%
		Money Market Funds - 1.62%
	1,226,791	Fidelity Tax Exempt Portfolio Effective Yield, 0.01%	$	1,226,791
		Total Short Term Investments (Cost $1,226,791)		1,226,791
		Total Investments (Cost $68,889,301) - 99.15%		75,092,535
		Other Assets in Excess of Liabilities - 0.85%		647,338
		TOTAL NET ASSETS - 100.00%	$	75,739,873

Percentages are stated as a percent of net assets.
(a)	Variable Rate Security. The rate shown is the rate in effect on March 31, 2013.
(b)	Zero coupon bond.

Glossary of Terms
FGIC	- Financial Guaranty Insurance Corp.
FSA	- Financial Security Assurance, Inc.
GO	- General Obligation
MBIA	- Municipal Bond Investors Assurance Corp.

See notes to financial statements.

85

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS

March 31, 2013

Principal Amount			Value
		ASSET BACKED SECURITIES - 0.33%
	619,357	Diamond Resorts Owner Trust 2011-1A, 4.000%, 03/20/2023 (Acquired 04/21/2011, Cost $615,078) (b)	$	635,747
	208,851	Sierra Receivables Funding Co., LLC 2012-1A, 2.840%, 11/20/2028 (Acquired 03/14/2012, Cost $208,808) (b)		214,570
		Total Asset Backed Securities (Cost $823,886)		850,317
		BANK LOANS - 2.39%
	85,000	Acosta, Inc. 5.000%, 03/02/2018		86,169
		Alcatel-Lucent USA, Inc.
	264,025	7.250%, 01/09/2019		268,618
	384,038	7.500%, 01/09/2019		497,588
	74,813	AmeriForge Group, Inc. 6.000%, 01/22/2020		75,888
	130,000	AmWINS Group, Inc. 5.000%, 02/20/2020		131,679
	125,000	AOT Bedding Super Holdings, LLC 5.003%, 10/01/2019		126,901
	140,000	Apex Tool Group, LLC 4.500%, 01/08/2020		142,187
	95,519	Arch Coal, Inc. 5.750%, 05/16/2018		97,238
	237,600	Ascend Performance Materials LLC 6.750%, 04/10/2018		242,946
	69,825	Asurion Corporation 4.500%, 05/24/2019		70,472
	168,485	Blackboard, Inc. 6.250%, 10/04/2018		170,801
	174,125	Brand Energy and Infrastructure Services, Inc. 6.250%, 10/16/2018		174,850
	44,775	CPG International, Inc. 5.750%, 09/18/2019		45,195
	74,813	Dematic Corp. 5.250%, 12/18/2019		75,576
	79,200	DS Waters of America, Inc. 10.500%, 08/29/2017		81,576
	249,236	Essar Steel Algoma, Inc. 8.750%, 09/20/2014		255,467

Principal Amount			Value
		BANK LOANS (Continued)
	105,000	First Data Corporation 5.204%, 09/13/2018	$	105,973
	69,825	FleetPride Corp. 5.250%, 11/19/2019		70,829
	90,000	Fogo de Chão Churrascaria (Holdings) LLC 11.000%, 01/20/2020		90,900
	154,613	Getty Images, Inc. 4.750%, 10/18/2019		157,139
	105,679	HarbourVest Partners 4.750%, 11/21/2017		106,471
	50,000	Integra Telecom, Inc. 6.000%, 02/14/2019		50,769
	327,857	NGPL PipeCo, LLC 6.750%, 09/15/2017		333,048
	25,000	Nuveen Investments, Inc. 5.204%, 05/13/2017		25,484
	139,650	NXP Semiconductors USA, Inc. 4.750%, 01/06/2020		143,025
	90,000	Paradigm 10.500%, 07/24/2020		91,744
	240,000	Patriot Coal Corporation (DIP) 9.250%, 10/04/2013		242,100
	184,538	Phoenix Services, LLC 7.750%, 06/30/2017		187,306
	119,400	Pinnacle Agriculture Holdings 6.750%, 11/14/2018		120,892
	105,000	Rocket Software, Inc. 10.250%, 02/08/2019		104,737
	105,000	Sensus Metering Systems 8.500%, 05/09/2018		106,050
	89,775	Sequa Corp. 5.250%, 06/14/2017		91,309
	78,803	Six3 Systems, Inc. 7.000%, 10/04/2019		79,295
	175,000	SUPERVALU, Inc. 6.250%, 02/13/2019		178,297
	154,613	Taminco Group Holdings 4.250%, 02/15/2019		156,449
		The TriZetto Group, Inc.
	138,565	4.750%, 05/02/2018		139,735
	35,000	8.500%, 03/27/2019		35,350
	225,000	TI Automotive Limited 4.534%, 03/26/2019		222,750

See notes to financial statements.

86

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		BANK LOANS (Continued)
	29,850	Transtar, Inc. 5.500%, 10/10/2018	$	30,447
	75,587	Tronox Ltd. 4.500%, 03/12/2020		76,708
	129,199	Truven Health Analytics 5.750%, 06/06/2019		131,460
	64,838	Tube City IMS LLC 5.750%, 03/20/2019		65,648
	49,750	United Surgical Partners International, Inc. 7.000%, 04/03/2019		50,279
	174,789	Visant Holding Corp. 5.250%, 12/22/2016		169,946
	49,875	WESCO International, Inc. 4.503%, 12/04/2019		50,430
	119,700	Wilsonart International, Inc. 5.500%, 10/31/2019		121,608
		Total Bank Loans (Cost $5,985,465)		6,079,329
		COLLATERALIZED MORTGAGE OBLIGATIONS - 13.44%
	199,689	American Home Mortgage Investment Trust 2006-1, 0.344%, 03/26/2046 (e)		160,322
		Banc of America Funding Corp.
	166,796	2004-B, 2.975%, 11/20/2034 (e)		151,972
	2,251,654	2006-3, 5.750%, 03/25/2036		2,178,780
	129,595	2008-R4, 0.654%, 07/25/2037 (Acquired 10/17/2012, Cost $81,497) (b)(e)		80,668
	1,183,091	2007-8, 6.000%, 08/25/2037		1,081,327
	158,128	Bank of America Mortgage Securities, Inc. 2005-A, 2.934%, 02/25/2035 (e)		156,110
	257,134	Bear Stearns Adjustable Rate Mortgage Trust 2004-1, 2.967%, 04/25/2034 (e)		253,649
	240,000	Bear Stearns Commercial Mortgage Securities 2003-PWR2, 5.822%, 05/11/2039 (Acquired 03/06/2012, Cost $246,251) (b)(e)		244,183
	122,099	Bella Vista Mortgage Trust 2005-1, 0.475%, 02/22/2035 (e)		94,453

Principal Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
	835,000	CFCRE Commercial Mortgage Trust 2011-C1, 5.548%, 04/15/2044 (Acquired 04/19/2011 and 05/17/2011, Cost $828,379) (b)(e)	$	889,214
	1,636,186	Chase Mortgage Finance Corp. 2007-S3, 6.000%, 05/25/2037		1,452,315
		CHL Mortgage Pass-Through Trust
	79,220	2004-HYB4, 2.718%, 09/20/2034 (e)		75,818
	372,916	2004-HYB8, 3.566%, 01/20/2035 (e)		355,087
	105,855	2005-11, 0.474%, 04/25/2035 (e)		78,830
	301,900	2005-13, 5.500%, 06/25/2035		303,044
	863,350	Citigroup Mortgage Loan Trust 2010-8, 4.000%, 11/25/2036 (Acquired 11/01/2012, Cost $893,536) (b)		897,330
		Citimortgage Alternative Loan Trust
	189,150	2006-A3, 6.000%, 07/25/2036		163,500
	358,476	2007-A6, 6.000%, 06/25/2037		311,044
		Countrywide Alternative Loan Trust
	264,460	2006-J4, 6.250%, 07/25/2036		183,160
	254,155	2007-4CB, 5.750%, 04/25/2037		217,044
		Credit Suisse First Boston Mortgage Securities Corp.
	69,884	2005-1, 5.250%, 05/25/2028		72,413
	224,859	2004-AR5, 2.764%, 06/25/2034 (e)		222,839
	190,765	2005-10, 5.500%, 11/25/2035		167,241
	237,353	Credit Suisse Mortgage Capital Certificates 2006-8, 6.500%, 10/25/2021		199,065
		Credit Suisse Mortgage Capital Mortgage-Backed Securities
	962,338	2006-9, 6.000%, 11/25/2036		917,162
	1,014,453	2007-1, 6.000%, 02/25/2037		933,604
	1,255,000	Deutsche Bank - UBS Mortgage Trust 2011-LC1, 5.557%, 11/13/2046 (Acquired 04/15/2011 and 06/20/2011, Cost $1,213,105) (b)(e)		1,337,977
	381,000	Extended Stay America Trust 2013-ESH, 5.053%, 12/05/2031 (Acquired 01/31/2013, Cost $399,253) (b)(e)		397,469

See notes to financial statements.

87

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
	749,324	First Horizon Alternative Mortgage Securities 2007-FA4, 6.250%, 08/25/2037	$	655,451
	993,714	First Horizon Mortgage Pass- Through Trust 2007-4, 6.000%, 08/25/2037		954,547
	313,615	GMAC Mortgage Corp. Loan Trust 2005-AR4, 3.586%, 07/19/2035 (e)		291,147
		GSR Mortgage Loan Trust
	62,197	2004-14, 3.127%, 12/25/2034 (e)		54,587
	225,492	2005-AR4, 3.045%, 07/25/2035 (e)		208,378
	280,169	2006-8F, 6.000%, 09/25/2036		245,230
	1,606,195	2006-9F, 6.500%, 10/25/2036		1,460,706
	845,360	2007-4F, 6.000%, 07/25/2037		799,842
	670,304	Impac Secured Assets Trust 2007-2, 0.314%, 05/25/2037 (e)		433,606
	1,089,658	IndyMac IMJA Mortgage Loan Trust A-1, 6.250%, 11/25/2037		966,121
		IndyMac Index Mortgage Loan Trust
	1,005,724	2005-AR1, 2.659%, 03/25/2035 (e)		977,005
	59,377	2005-AR16IP, 0.524%, 07/25/2045 (e)		50,281
	8,948,327	JPMorgan Chase Commercial Mortgage Services 2012-C8, 2.217%, 10/17/2045 (e)(h)		1,187,456
		Master Adjustable Rate Mortgages Trust
	1,122,284	2006-2, 2.994%, 01/25/2036 (e)		1,075,991
	514,427	2006-2, 2.990%, 04/25/2036 (e)		478,785
	147,807	MLCC Mortgage Investors, Inc. 2006-2, 2.274%, 05/25/2036 (e)		148,447
	400,000	Morgan Stanley Capital I 2011-C2, 5.317%, 06/17/2044 (Acquired 06/22/2011, Cost $343,979) (b)(e)		420,161
		Morgan Stanley Mortgage Loan Trust
	1,593,706	2005-10, 6.000%, 12/25/2035		1,356,999
	390,710	2006-11, 6.000%, 08/25/2036		355,097
	200,000	Motel 6 Trust 2012-MTL6, 3.781%, 10/07/2025 (Acquired 11/02/2012, Cost $199,999) (b)(e)		200,324
	130,536	New York Mortgage Trust 2006-1, 2.909%, 05/25/2036 (e)		113,843

Principal Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
		Residential Asset Securitization Trust
	418,973	2005-A8CB, 5.375%, 07/25/2035	$	358,400
	1,488,484	2007-A2, 6.000%, 04/25/2037		1,341,041
	1,158,682	2007-A6, 6.000%, 06/25/2037		1,043,562
	1,451,732	2007-A7, 6.000%, 07/25/2037		1,192,510
	203,865	Residential Funding Mortgage Securities I 2006-S1, 5.750%, 01/25/2036		211,375
	98,871	Structured Adjustable Rate Mortgage Loan Trust 2005-14, 0.514%, 07/25/2035 (e)		74,253
		WaMu Mortgage Pass-Through Certificate
	54,836	2006-AR17, 0.987%, 12/25/2046 (e)		48,834
	103,708	2007-OA3, 0.937%, 04/25/2047 (e)		89,647
	1,350,000	Wells Fargo - RBS Commercial Mortgage Trust 2011-C2, 5.465%, 02/18/2044 (Acquired 04/06/2011 and 04/29/2011, Cost $1,324,367) (b)(e)		1,416,394
	599,161	Wells Fargo Alternative Loan Trust 2007-PA1, 6.000%, 03/25/2037		523,179
		Wells Fargo Mortgage Backed Securities Trust
	68,696	2003-J, 4.560%, 10/25/2033 (e)		68,866
	196,779	2005-11, 5.500%, 11/25/2035		204,263
	137,198	2005-17, 5.500%, 01/25/2036		142,949
	1,502,382	2006-4, 5.500%, 04/25/2036		1,498,598
		Total Collateralized Mortgage Obligations (Cost $32,903,135)		34,223,495
Number of Shares
		COMMON STOCKS - 1.56% Chemicals - 0.19%
	1,450	Rockwood Holdings, Inc.		94,888
	5,767	The Dow Chemical Co.		183,621
	10,808	Tronox Ltd.		214,107
				492,616

See notes to financial statements.

88

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Number of Shares			Value
		COMMON STOCKS (Continued)
		Diversified Financial Services - 0.07%
	3,797	JPMorgan Chase & Co.	$	180,205
		Diversified Telecommunication Services - 0.33%
	5,886	AT&T, Inc.		215,957
	11,942	Deutsche Telekom AG - ADR		126,347
	5,482	France Telecom SA - ADR		55,697
	11,285	Telefonica SA - ADR		152,460
	5,918	Verizon Communications, Inc.		290,870
				841,331
		Industrial Conglomerates - 0.03%
	762	Siemens AG - ADR		82,143
		Metals & Mining - 0.07%
	1,884	Barrick Gold Corp.		55,390
	1,743	Goldcorp, Inc.		58,617
	1,443	Newmont Mining Corp.		60,447
				174,454
		Office Electronics - 0.02%
	1,139	Canon, Inc. - ADR		41,790
		Oil & Gas - 0.35%
	1,625	Chevron Corp.		193,082
	2,477	Exxon Mobil Corp.		223,202
	3,106	Royal Dutch Shell Plc - ADR		202,387
	2,856	Statoil ASA - ADR		70,315
	4,315	Total SA - ADR		207,034
				896,020
		Pharmaceuticals - 0.14%
	2,193	Bristol Myers Squibb Co.		90,330
	2,838	GlaxoSmithKline Plc - ADR		133,130
	4,410	Pfizer, Inc.		127,273
				350,733
		Semiconductor & Semiconductor Equipment - 0.04%
	1,800	KLA-Tencor Corp.		94,932
		Software - 0.05%
	4,283	Microsoft Corp.		122,537
		Textiles, Apparel & Luxury Goods - 0.03%
	1,478	NIKE, Inc.		87,217
		Tobacco - 0.11%
	4,248	Altria Group, Inc.		146,089
	1,483	Philip Morris International, Inc.		137,489
				283,578

Number of Shares			Value
		Trading Companies & Distributors - 0.02%
	140	Mitsui & Co. Ltd. - ADR (a)	$	39,060
		Wireless Telecommunication Services - 0.11%
	9,708	Vodafone Group Plc - ADR		275,804
		Total Common Stocks (Cost $3,809,491)		3,962,420
Principal Amount
		CONVERTIBLE OBLIGATIONS - 1.38%
		Auto Components - 0.11%
	140,000	TRW Automotive, Inc.
		3.500%, 12/01/2015		272,650
		Automobiles - 0.13%
	205,000	Ford Motor Co. 4.250%, 11/15/2016		329,537
		Biotechnology - 0.11%
	125,000	Gilead Sciences, Inc. 1.625%, 05/01/2016		271,563
		Communications Equipment - 0.12%
	280,000	Ciena Corp. 3.750%, 10/15/2018 (Acquired 01/17/2012, Cost $289,625) (b)		318,850
		Computers & Peripherals - 0.26%
	185,000	EMC Corp. 1.750%, 12/01/2013		276,229
	295,000	SanDisk Corp. 1.500%, 08/15/2017		381,656
				657,885
		Metals & Mining - 0.04%
	114,000	United States Steel Corp. 2.750%, 04/01/2019		115,853
		Oil & Gas - 0.15%
	105,000	Chesapeake Energy Corp. 2.750%, 11/15/2035		105,656
	335,000	Peabody Energy Corp. 4.750%, 12/15/2041		274,700
				380,356
		Pharmaceuticals - 0.09%
	100,000	Mylan, Inc. 3.750%, 09/15/2015		222,063

See notes to financial statements.

89

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		CONVERTIBLE OBLIGATIONS (Continued)
		Semiconductor & Semiconductor Equipment - 0.18%
	285,000	Intel Corp. 3.250%, 08/01/2039	$	343,605
	75,000	Xilinx, Inc. 2.625%, 06/15/2017		106,734
				450,339
		Software - 0.06%
	160,000	Nuance Communications, Inc. 2.750%, 11/01/2031		166,100
		Textiles, Apparel & Luxury Goods - 0.13%
	300,000	Iconix Brand Group, Inc. 2.500%, 06/01/2016 (Acquired 12/10/2012, 12/12/2012 and 12/14/2012, Cost $305,374) (b)		334,688
		Total Convertible Obligations (Cost $3,440,765)		3,519,884
Number of Shares
		CONVERTIBLE PREFERRED STOCKS - 0.39%
		Automobiles - 0.16%
	9,570	General Motors Co.		410,936
		Metals & Mining - 0.04%
	4,750	ArcelorMittal SA (a)		99,512
		Oil & Gas - 0.08%
	200	Chesapeake Energy Corp. (Acquired 10/19/2012, Cost $200,633) (b)		204,875
		Real Estate Investment Trust - 0.11%
	5,451	iStar Financial, Inc. (a)		282,580
		Total Convertible Preferred Stocks (Cost $1,001,312)		997,903
Principal Amount
		CORPORATE OBLIGATIONS - 17.97%
		Aerospace & Defense - 0.21%
		Meccanica Holdings USA, Inc.
	275,000	7.375%, 07/15/2039 (Acquired 08/17/2011 and 10/02/2012, Cost $250,456) (b)		259,911

Principal Amount			Value
		Aerospace & Defense (Continued)
	305,000	6.250%, 01/15/2040 (Acquired 11/29/2012 and 12/07/2012, Cost $267,705) (b)	$	268,973
				528,884
		Airlines - 0.62%
	261,467	Delta Air Lines, Inc. 6.821%, 02/10/2024 (e)		296,112
		Continental Airlines, Inc.
	135,000	6.125%, 04/29/2018 (d)		135,675
	306,483	6.545%, 08/02/2020		338,663
	70,000	5.500%, 04/29/2022		73,150
	85,000	4.000%, 04/29/2026		88,400
		US Airways Group, Inc.
	415,000	5.900%, 04/01/2026		463,763
	180,000	4.625%, 12/03/2026		187,650
				1,583,413
		Auto Components - 0.04%
	100,000	Goodyear Tire & Rubber Co. 6.500%, 03/01/2021		103,625
		Banks - 2.07%
	200,000,000	Banco Santander Chile 6.500%, 09/22/2020 (Acquired 11/29/2012, 12/04/2012 and 12/06/2012, Cost $423,114) (b)		419,936
	770,000	Intesa Sanpaolo SpA 6.500%, 02/24/2021 (Acquired 03/07/2013 and 03/08/2013, Cost $832,407) (b)		794,635
	1,000,000	Halyk Savings Bank of Kazakhstan JSC 7.250%, 01/28/2021 (Acquired 04/05/2011 and 04/11/2011, Cost $1,017,100) (b)		1,065,000
		Royal Bank of Scotland Plc
	425,000	6.125%, 12/15/2022		441,183
	200,000	6.934%, 04/09/2018		277,802
	500,000	Barclays Bank Plc 6.000%, 01/14/2021		704,006
	430,000	Lloyds TSB Bank Plc 6.500%, 03/24/2020		610,489
	335,000	Eksportfinans ASA 2.250%, 02/11/2021		315,309

See notes to financial statements.

90

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Banks (Continued)
	300,000	Societe Generale SA 9.375%, 09/01/2019 (e)	$	438,394
		CIT Group, Inc.
	100,000	5.375%, 05/15/2020		110,250
	100,000	5.000%, 08/15/2022		107,275
				5,284,279
		Business Services - 0.49%
	1,120,000	Alfa Bond Issuance Plc 7.750%, 04/28/2021 (Acquired 04/19/2011, Cost $1,120,000) (b)		1,257,200
		Capital Markets - 0.13%
	320,000	Jefferies Group LLC 5.125%, 01/20/2023		339,463
		Chemicals - 0.58%
	100,000	Ashland, Inc. 4.750%, 08/15/2022 (Acquired 02/21/2013, Cost $99,059) (b)		102,000
	660,000	Hercules, Inc. 6.500%, 06/30/2029		613,800
	520,000	Orion Engineered Carbons Finance 9.250%, 08/01/2019 (Acquired 01/29/2013, Cost $514,800) (b)		527,800
		Ineos Group Holdings Ltd.
	100,000	8.500%, 02/15/2016 (Acquired 04/12/2011, Cost $100,915) (b)		102,000
	100,000	7.875%, 02/15/2016 (Acquired 10/25/2011, Cost $122,578) (b)		129,467
				1,475,067
		Commercial Services & Supplies - 0.35%
	200,000	Emergency Medical Services Corp. 8.125%, 06/01/2019		220,500
	100,000	Jaguar Holding Co. I 9.375%, 10/15/2017 (Acquired 10/10/2012, Cost $98,251) (b)(e)		107,875
	515,000	Steelcase, Inc. 6.375%, 02/15/2021		570,249
				898,624

Principal Amount			Value
		Communications - 0.09%
	200,000	Univision Communications, Inc. 7.875%, 11/01/2020
		(Acquired 04/20/2011, Cost $211,908) (b)	$	221,000
		Computers & Peripherals - 0.16%
	380,000	Hewlett Packard Co. 4.650%, 12/09/2021		394,725
		Construction Materials - 0.09%
	200,000	Cemex S.A.B. de C.V. 9.000%, 01/11/2018 (Acquired 07/06/2011 and 07/13/2012, Cost $190,601) (b)		222,500
		Consumer Finance - 0.10%
	200,000	Ally Financial, Inc. 7.500%, 09/15/2020		244,750
		Diversified Financial Services - 1.09%
	230,000	Doric Nimrod Air Finance Alpha Ltd. 5.125%, 11/30/2024 (Acquired 06/28/2012, Cost $230,000) (b)		247,250
	600,000	General Electric Capital Corp. 7.125%, 06/15/2022 (e)		699,049
	100,000	Nuveen Investments, Inc. 9.500%, 10/15/2020 (Acquired 09/12/2012, Cost $100,000) (b)		105,000
	675,000	Sasol Financing International PLC 4.500%, 11/14/2022		669,937
	392,533	Schahin II Finance Co. SPV Ltd. 5.875%, 09/25/2022 (Acquired 03/21/2012 and 04/25/2012, Cost $400,459) (b)		407,253
	715,000	Textron Financial Corp. 6.000%, 02/15/2067 (Acquired 02/23/2012, 03/09/2012, 03/19/2012 and 04/24/2012, Cost $586,354) (b)(e)		654,225
				2,782,714
		Diversified Telecommunication Services - 0.48%
	250,000	Cricket Communications, Inc. 7.750%, 10/15/2020		250,625

See notes to financial statements.

91

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Diversified Telecommunication Services (Continued)
	240,000,000	Empresa de Telecomunicaciones de Bogota 7.000%, 01/17/2023 (Acquired 01/10/2013, Cost $136,124) (b)	$	140,016
	100,000	Frontier Communications Corp. 7.625%, 04/15/2024		102,875
	710,000	Qwest Corp. 7.200%, 11/10/2026		717,450
				1,210,966
		Electrical Equipment, Instruments & Components - 0.14%
	325,000	Ingram Micro, Inc. 5.000%, 08/10/2022		341,488
		Energy Equipment & Services - 0.28%
	200,000	Basic Energy Services, Inc. 7.750%, 02/15/2019		205,500
	200,000	Cie Generale de Geophysique - Veritas 7.750%, 05/15/2017		207,000
	580,000	Cia de Eletricidade do Estado da Bahia 11.750%, 04/27/2016 (Acquired 04/19/2011, Cost $367,321) (b)		304,674
				717,174
		Food & Staples Retailing - 0.18%
	440,000	SUPERVALU, Inc. 8.000%, 05/01/2016		459,800
		Food Products - 0.55%
	500,000	BRF-Brasil Foods SA 5.875%, 06/06/2022 (Acquired 05/31/2012, Cost $495,350) (b)		557,500
	200,000	Del Monte Corp. 7.625%, 02/15/2019		208,500
	410,000	Hawk Acquisition Sub, Inc. 4.250%, 10/15/2020 (Acquired 03/22/2013, Cost $410,000) (b)		411,025

Principal Amount			Value
		Food Products (Continued)
	200,000	JBS USA, LLC/JBS USA Finance, Inc. 8.250%, 02/01/2020 (Acquired 01/25/2012 and 05/17/2012, Cost $197,069) (b)	$	219,500
				1,396,525
		Health Care Providers & Services - 0.17%
	200,000	Community Health Systems, Inc. 8.000%, 11/15/2019		222,500
	200,000	HCA Holdings, Inc. 7.875%, 02/15/2020		221,500
				444,000
		Hotels, Restaurants & Leisure - 0.24%
	100,000	ClubCorp Club Operations, Inc. 10.000%, 12/01/2018		113,500
	250,000	Caesars Entertainment Operating Co., Inc. 11.250%, 06/01/2017		267,188
	200,000	MGM Resorts International 7.500%, 06/01/2016		222,500
				603,188
		Household Products - 0.10%
	250,000	Reynolds Group Issuer LLC 8.250%, 02/15/2021 (e)		258,437
		Independent Power Producers & Energy Traders - 0.71%
		Energy Future Intermediate Holding Co. LLC
	360,000	10.000%, 12/01/2020 (Acquired 07/31/2012 and 11/08/2012, Cost $385,984) (b)		406,800
	630,000	11.750%, 03/01/2022 (Acquired 01/03/2012 and 01/07/2013, Cost $702,482) (b)		727,650
		Enel Finance International NV
	200,000	6.800%, 09/15/2037 (Acquired 09/01/2011, Cost $186,788) (b)		207,164
	500,000	6.000%, 10/07/2039 (Acquired 09/01/2011, 09/09/2011, 09/14/2011, 05/17/2012 and 05/22/2012, Cost $417,792) (b)		477,383
				1,818,997

See notes to financial statements.

92

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Insurance - 0.47%
	500,000	AXA SA 6.379%, 12/01/2049 (Acquired 10/17/2012 and 11/01/2012, Cost $470,000) (b)(e)	$	498,750
	550,000	Metlife Capital Trust IV 7.875%, 12/15/2037 (Acquired 04/12/2011, Cost $600,913) (b)(e)		694,375
				1,193,125
		Internet Software & Services - 0.04%
	100,000	Equinix, Inc. 5.375%, 04/01/2023		101,750
		Investment Companies - 0.04%
	100,000	PBF Holding Co. LLC / PBF Finance Corp.
		8.250%, 02/15/2020 (Acquired 01/27/2012, Cost $98,565) (b)		110,500
		Machinery - 0.08%
	200,000	Navistar International Corp. 8.250%, 11/01/2021		204,750
		Media - 0.44%
	150,000	DISH DBS Corp. 7.125%, 02/01/2016		167,437
	100,000	Nara Cable Funding Ltd. 8.875%, 12/01/2018 (Acquired 01/30/2012, Cost $94,765) (b)		105,250
		Clear Channel Communications, Inc.
	510,000	5.500%, 09/15/2014		502,350
	200,000	9.000%, 03/01/2021		187,750
		Clear Channel Worldwide Holdings, Inc.
	50,000	7.625%, 03/15/2020		52,438
	100,000	6.500%, 11/15/2022 (Acquired 11/06/2012, Cost $100,000) (b)		106,000
				1,121,225
		Metals & Mining - 1.30%
	405,000	AngloGold Ashanti Holdings PLC 5.125%, 08/01/2022		411,305

Principal Amount			Value
		Metals & Mining (Continued)
	335,000	ArcelorMittal SA 7.250%, 03/01/2041	$	334,317
	250,000	FMG Resources Ltd. 6.875%, 02/01/2018 (Acquired 04/26/2011, Cost $262,890) (b)		263,750
	520,000	IAMGOLD Corp. 6.750%, 10/01/2020 (Acquired 01/29/2013, 01/31/2013, 02/05/2013, 02/07/2013, 02/12/2013 and 02/21/2013, Cost $506,270) (b)		503,100
	200,000	Inmet Mining Corp. 8.750%, 06/01/2020 (Acquired 05/15/2012, Cost $197,168) (b)		223,000
	315,000	New Gold, Inc. 6.250%, 11/15/2022 (Acquired 11/08/2012, Cost $315,000) (b)		331,538
	380,000	Newcrest Finance Ltd. 4.200%, 10/01/2022 (Acquired 09/24/2012, Cost $377,792) (b)		395,589
	435,000	Samarco Mineracao SA 4.125%, 11/01/2022 (Acquired 10/26/2012, Cost $432,042) (b)		424,342
	430,000	Xstrata Finance Canada Ltd. 5.300%, 10/25/2042 (Acquired 10/18/2012, Cost $427,188) (b)		418,409
				3,305,350
		Multi-Utilities - 0.15%
	200,000	Intergen NV 9.000%, 06/30/2017 (Acquired 04/04/2011, Cost $209,488) (b)		197,500
	250,000	Texas Competitive Electric Holdings Co. LLC 11.500%, 10/01/2020 (Acquired 04/14/2011 and 11/09/2011, Cost $242,081) (b)		188,125
				385,625

See notes to financial statements.

93

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Office Equipment - 0.09%
	200,000	CDW LLC / CDW Finance Corp. 8.500%, 04/01/2019	$	224,250
		Oil & Gas - 3.42%
	200,000	Chesapeake Energy Corp. 6.125%, 02/15/2021		213,750
	305,000	Connacher Oil & Gas Ltd. 8.500%, 08/01/2019 (Acquired 05/22/2012, 05/29/2012, 05/30/2012, 06/05/2012, 06/12/2012, 06/25/2012 and 06/26/2012), Cost $286,966) (b)		203,588
	375,000	Halcon Resources Corp. 9.750%, 07/15/2020 (Acquired 06/29/2012 and 08/22/2012, Cost $373,391) (b)		416,250
	250,000	Linn Energy LLC 7.750%, 02/01/2021		269,375
	345,000	Newfield Exploration Co. 5.625%, 07/01/2024		357,075
	800,000	OGX Petroleo & Gas Participacoes SA 8.375%, 04/01/2022 (Acquired 03/27/2012, 05/22/2012 and 06/29/2012, Cost $769,623) (b)		606,000
	200,000	Offshore Group Investment Ltd. 7.500%, 11/01/2019 (Acquired 10/16/2012 and 10/18/2012, Cost $198,353) (b)		213,000
	88,000	Petroleos Mexicanos 7.650%, 11/24/2021 (Acquired 12/01/2011, Cost $646,857) (b)		810,787
	250,000	Plains Exploration & Production Co. 6.625%, 05/01/2021		276,250
	200,000	Quicksilver Resources, Inc. 9.125%, 08/15/2019		185,000
	450,000	Rosneft Oil Co. via Rosneft International Finance Ltd. 4.199%, 03/06/2022 (Acquired 11/29/2012, Cost $450,000) (b)		447,187

Principal Amount			Value
		Oil & Gas (Continued)
	200,000	Samson Investment Co. 9.750%, 02/15/2020 (Acquired 02/06/2012, Cost $200,000) (b)	$	213,500
	4,650,000	Petroleos de Venezuela SA 4.900%, 10/28/2014		4,487,250
				8,699,012
		Pipelines - 0.22%
	400,000	IFM US Colonial Pipeline 2 LLC 6.450%, 05/01/2021 (Acquired 08/24/2012 and 09/06/2012, Cost $437,721) (b)		449,899
	100,000	Sabine Pass Liquefaction LLC 5.625%, 02/01/2021 (Acquired 01/29/2013, Cost $100,000) (b)		103,875
				553,774
		Publishing - 0.07%
	200,000	Visant Corp. 10.000%, 10/01/2017		183,500
		Real Estate - 0.09%
	215,000	CBRE Services, Inc. 5.000%, 03/15/2023		218,494
		Semiconductor & Semiconductor Equipment - 0.38%
	250,000	Abengoa Finance SAU 8.875%, 11/01/2017 (Acquired 04/12/2011, Cost $253,318) (b)		245,000
	200,000	Freescale Semiconductor, Inc. 8.050%, 02/01/2020		212,500
		Micron Technology, Inc.
	210,000	3.125%, 05/01/2032 (Acquired 09/28/2012 and 12/04/2012, Cost $196,928) (b)		263,025
	205,000	1.875%, 08/01/2031		240,363
				960,888
		Software - 0.10%
		First Data Corp.
	150,000	8.250%, 01/15/2021 (Acquired 02/17/2012 and 04/24/2012, Cost $146,499) (b)		156,750
	100,000	12.625%, 01/15/2021		108,875
				265,625

See notes to financial statements.

94

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Telecommunication Services - 1.12%
	300,000	Colombia Telecomunicaciones SA ESP 5.375%, 09/27/2022 (Acquired 09/20/2012, Cost $300,000) (b)	$	301,500
	200,000	Digicel Group Ltd. 8.250%, 09/30/2020 (Acquired 09/05/2012, Cost $200,000) (b)		213,000
	250,000	Intelsat Jackson Holdings SA 7.500%, 04/01/2021		279,375
	585,000	Alcatel-Lucent USA, Inc. 6.450%, 03/15/2029		453,375
	200,000	Lynx II Corp. 6.375%, 04/15/2023 (Acquired 02/07/2013, Cost $200,000) (b)		210,500
	375,000	Telecom Italia Capital SA 6.000%, 09/30/2034		350,010
	100,000	West Corp. 7.875%, 01/15/2019		107,000
	250,000	Wind Acquisition Finance SA 11.750%, 07/15/2017 (Acquired 02/27/2012, Cost $256,875) (b)		266,250
	100,000	Nokia Siemens Networks Finance BV 7.125%, 04/15/2020 (Acquired 03/22/2013, Cost $129,845 ) (b)		130,509
	100,000	UPC Holding B.V. 6.750%, 03/15/2023 (Acquired 03/21/2013, Cost $128,966 ) (b)		128,345
		Telefonica Emisiones SAU
	75,000	7.045%, 06/20/2036		80,888
	200,000	5.597%, 03/12/2020		327,073
				2,847,825
		Textiles, Apparel & Luxury Goods - 0.66%
		Edcon Holdings (Proprietary) Limited
	150,000	5.683%, 06/15/2015 (Acquired 08/18/2011, 08/19/2011, and 08/24/2011, Cost $166,374) (b)(e)		176,896

Principal Amount			Value
		Textiles, Apparel & Luxury Goods (Continued)
	1,120,000	9.500%, 03/01/2018 (Acquired 04/05/2011 and 04/12/2011, Cost $1,125,950) (b)	$	1,120,000
	300,000	9.500%, 03/01/2018 (Acquired 08/18/2011, 08/19/2011, and 08/24/2011, Cost $358,328) (b)		384,556
				1,681,452
		Trading Companies & Distributors - 0.05%
	100,000	International Lease Finance Corp. 8.250%, 12/15/2020		122,750
		Transportation - 0.16%
	200,000	CHC Helicopter SA 9.250%, 10/15/2020		213,625
		CEVA Group PLC
	100,000	8.375%, 12/01/2017 (Acquired 01/27/2012, Cost $98,874) (b)		103,500
	100,000	11.500%, 04/01/2018 (Acquired 07/13/2012, Cost $95,002) (c)		92,250
				409,375
		Trucking & Leasing - 0.10%
		Aviation Capital Group Corp.
	210,000	4.625%, 01/31/2018 (Acquired 01/14/2013, Cost $210,000) (b)		216,886
	45,000	6.750%, 04/06/2021 (Acquired 03/13/2013, Cost $48,980) (b)		50,121
				267,007
		Wireless Telecommunication Services - 0.12%
		Sprint Nextel Corp.
	150,000	9.000%, 11/15/2018 (Acquired 11/04/2011, Cost $150,000) (b)		185,813
	100,000	7.000%, 03/01/2020 (Acquired 02/28/2012, Cost $100,000) (b)		116,750
				302,563
		Total Corporate Obligations (Cost $43,276,138)		45,745,659

See notes to financial statements.

95

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		FOREIGN GOVERNMENT DEBT OBLIGATIONS - 27.07%
	810,000	Autonomous Community of Madrid Spain 4.300%, 09/15/2026 (Acquired 01/22/2013, Cost $787,790) (b)	$	819,825
		Bank Negara Malaysia Monetary Notes
	690,000	0.000%, 06/11/2013 (f)		221,492
	7,170,000	0.000%, 06/20/2013 (f)		2,299,913
	380,000	0.000%, 09/05/2013 (f)		121,141
	950,000	0.000%, 11/19/2013 (f)		301,066
	810,000	0.000%, 01/09/2014 (f)		255,514
	1,050,000	Brazil Government International Bond 8.500%, 01/05/2024		555,982
		Canada Government Bond
	754,000	2.250%, 08/01/2014		754,423
	1,147,000	1.000%, 11/01/2014		1,129,217
	1,975,000	2.750%, 09/01/2016		2,046,565
	400,000,000	Chile Government International Bond 5.500%, 08/05/2020		919,406
		Financing of Infrastructural Projects State Enterprise
	100,000	8.375%, 11/03/2017 (Acquired 05/10/2011, Cost $104,529) (b)		102,375
	1,180,000	7.400%, 04/20/2018 (Acquired 04/15/2011, Cost $1,180,000) (b)		1,142,856
		Ghana Government Bond
	2,530,000	12.390%, 04/28/2014		1,251,093
	860,000	13.000%, 06/02/2014		427,958
	1,470,000	14.990%, 02/23/2015		730,106
	1,630,000	24.000%, 05/25/2015		940,395
	325,000	Italy Buoni Poliennali Del Tesoro 5.500%, 11/01/2022		443,119
	736,000,000	Korea Treasury Bond 3.250%, 12/10/2014		670,359
		Malaysia Government Bond
	470,000	3.210%, 05/31/2013		151,821
	3,610,000	5.094%, 04/30/2014		1,191,290
		Mexican Bonos
	15,090	9.000%, 06/20/2013		123,599
	214,500	8.000%, 12/19/2013		1,786,560

Principal Amount			Value
		FOREIGN GOVERNMENT DEBT OBLIGATIONS (Continued)
	185,600	6.000%, 06/18/2015	$	1,561,174
	11,460	8.000%, 12/17/2015		101,303
	2,990	6.250%, 06/16/2016		25,546
	20,000	7.750%, 12/14/2017		183,421
	40,000	8.500%, 12/13/2018		384,940
		Mexican Udibonos
	9,985	4.500%, 12/18/2014		86,022
	25,506	5.000%, 06/16/2016		232,713
	21,799	3.500%, 12/14/2017		196,558
	13,099	4.000%, 06/13/2019		125,034
	10,825	2.500%, 12/10/2020		96,414
		Poland Government Bond
	5,658,000	3.980%, 01/25/2017 (e)		1,741,698
	8,783,000	5.150%, 01/25/2021 (e)		2,676,698
	1,580,000	Queensland Treasury Corp.
		5.750%, 11/21/2014		1,712,909
	60,000	Republic of Ghana 14.250%, 07/29/2013		30,813
		Republic of Hungary
	314,600,000	5.500%, 02/12/2014		1,336,254
	373,600,000	6.750%, 08/22/2014		1,620,548
	1,800,000	8.000%, 02/12/2015		8,046
	8,800,000	5.500%, 02/12/2016		37,616
	632,400,000	6.750%, 02/24/2017		2,798,577
	440,000	4.375%, 07/04/2017		548,167
	59,580,000	6.750%, 11/24/2017		264,623
	150,000	5.750%, 06/11/2018		194,905
	2,700,000	6.500%, 06/24/2019		11,791
	2,650,000	6.375%, 03/29/2021		2,742,750
		Republic of Iceland
	790,000	4.875%, 06/16/2016 (Acquired 06/09/2011, Cost $785,924) (b)		843,590
	200,000	5.875%, 05/11/2022 (Acquired 05/03/2012, Cost $198,140) (b)		229,715
		Republic of Ireland
	1,019,000	4.400%, 06/18/2019		1,377,803
	220,000	5.900%, 10/18/2019		320,791
	750,000	4.500%, 04/18/2020		1,008,377
	2,224,000	5.000%, 10/18/2020		3,080,690
	1,563,000	5.400%, 03/13/2025		2,171,735

See notes to financial statements.

96

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		FOREIGN GOVERNMENT DEBT OBLIGATIONS (Continued)
		Republic of Korea
	1,310,000,000	3.750%, 06/10/2013	$	1,180,202
	9,845,000,000	3.000%, 12/10/2013		8,880,321
	570,000	Republic of Portugal
		3.850%, 04/15/2021		626,421
	1,060,000	Republic of Serbia 7.250%, 09/28/2021 (Acquired 09/21/2011, Cost $1,041,588) (b)		1,177,925
		Serbia Treasury Bonds
	55,000,000	10.000%, 03/01/2015		619,362
	20,200,000	10.000%, 04/27/2015		227,004
	18,170,000	10.000%, 11/08/2017		195,875
	6,900,000	South Africa Government Bond 7.750%, 02/28/2023		799,669
		Spain Government Bond
	350,000	4.300%, 10/31/2019		452,014
	170,000	4.650%, 07/30/2025		206,527
		Sri Lanka Government Bond
	37,900,000	11.000%, 09/01/2015		299,131
	132,300,000	8.000%, 06/01/2016		960,266
	16,500,000	5.800%, 07/15/2017		106,761
	5,580,000	8.500%, 04/01/2018		39,334
	140,000	8.500%, 06/01/2018		982
	340,000	9.000%, 05/01/2021		2,301
		Ukraine Government International Bond
	620,000	9.250%, 07/24/2017 (Acquired 07/17/2012, Cost $620,000) (b)		674,312
	2,300,000	7.950%, 02/23/2021 (Acquired 04/05/2011 and 04/11/2011, Cost $2,399,200) (b)		2,405,800
		Uruguay Government International Bond
	8,877,254	4.250%, 04/05/2027		582,467
	1,918,700	4.375%, 12/15/2028		128,134
	27,776,448	4.375%, 12/15/2028		1,854,959
		Uruguay Notas del Tesoro
	227,000	9.000%, 01/27/2014		12,036
	96,000	9.750%, 06/14/2014		5,079
	16,480,000	10.500%, 03/15/2015		893,299
	2,105,000	10.250%, 08/22/2015		112,349
	5,158,400	4.000%, 06/10/2020		308,874

Principal Amount			Value
		FOREIGN GOVERNMENT DEBT OBLIGATIONS (Continued)
	278,554	2.500%, 09/27/2022	$	15,110
	257,920	4.000%, 05/25/2025		16,163
		Total Foreign Government Debt Obligations (Cost $67,985,885)		68,919,973
		MORTGAGE BACKED SECURITIES - 20.03%
		Federal Home Loan Mortgage Corp.
	2,000,000	Series 3800, 4.000%, 02/15/2031		2,224,323
	697,000	Series 4050, 3.500%, 05/15/2032		725,239
	882,840	Series 4062, 3.500%, 06/15/2042		880,554
	2,926,426	Series 267, 3.000%, 08/15/2042		3,048,293
	1,968,772	Series 274, 3.000%, 08/15/2042		2,063,549
	2,041,192	Series 4097, 3.500%, 08/15/2042		2,153,678
	2,807,430	Series T60853, 3.500%, 09/01/2042		2,894,468
	2,649,612	Series T60854, 3.500%, 09/01/2042		2,731,757
	4,926,744	Series 280, 3.000%, 09/15/2042		5,135,416
	2,521,199	Series 284, 3.000%, 10/15/2042		2,627,920
		Federal National Mortgage Association
	2,898,007	Series 1200, 3.000%, 10/01/2032		3,032,100
	1,435,961	Series 1201, 3.500%, 10/01/2032		1,533,876
	2,931,700	Series 1237, 3.000%, 11/01/2032		3,067,353
	1,081,345	Series 2005-56, 6.000%, 08/25/2033 (e)		1,052,452
	1,121,049	Series 2011-113, 4.000%, 03/25/2040		1,140,611
	1,878,574	Series 2012-63, 2.000%, 08/25/2040		1,889,113
	2,000,000	Series 2011-131, 4.500%, 12/25/2041		2,363,733
	1,210,726	Series 4787, 3.500%, 09/01/2042		1,253,933

See notes to financial statements.

97

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		MORTGAGE BACKED SECURITIES (Continued)
	6,213,677	Series 1209, 3.500%, 10/01/2042	$	6,459,288
	1,976,478	Series 2012-125, 3.000%, 11/25/2042		2,081,907
	1,133,345	Series 2013-6, 1.500%, 02/25/2043		1,132,077
		Government National Mortgage Association
	2,482,819	Series 2010-62, 5.547%, 05/20/2040 (e)(h)		390,843
	2,582,803	Series 2011-72, 5.177%, 05/20/2041 (e)(h)		377,120
	700,000	Series 2012-40, 4.000%, 01/20/2042		751,297
		Total Mortgage Backed Securities (Cost $50,962,435)		51,010,900
Number of Shares
		PREFERRED STOCKS - 0.31%
		Consumer Finance - 0.29%
	753	Ally Financial, Inc. (Acquired 05/03/2012, 05/29/2012, 05/30/2012, 05/31/2012, 06/01/2012, 06/11/2012, 06/20/2012, 02/22/2013, 02/27/2013, 02/28/2013 and 03/01/2013, Cost $687,368) (b)		744,717
		Metal Ore Mining - 0.02%
	3,189	Cliffs Natural Resources, Inc. (a)		59,539
		Total Preferred Stocks (Cost $749,131)		804,256

Principal Amount			Value
		SHORT TERM INVESTMENTS - 11.53%
		Foreign Treasury Bill - 1.12%
	1,320,000	Hungary Treasury Bills 3.830%, 01/08/2014	$	5,385
	52,510	Mexico Cetes 0.000%, 01/09/2014 (f)		41,221
	11,400,000	Serbia Treasury Bill 9.229%, 12/12/2013		118,823
		Uruguay Treasury Bill
	23,827,000	0.140%, 04/26/2013		1,257,257
	770,000	0.094%, 05/09/2013		40,480
	6,625,000	0.060%, 05/31/2013		346,427
	1,160,000	0.041%, 06/27/2013		60,266
	6,809,000	0.038%, 07/05/2013		352,404
	8,171,000	0.028%, 08/09/2013		420,510
	4,161,000	0.023%, 09/09/2013		212,285
				2,855,058
Number of Shares
		Money Market Funds - 9.45%
	24,045,212	Federated Prime Obligations Fund Effective Yield, 0.08%		24,045,212

See notes to financial statements.

98

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Principal Amount			Value
		U.S. Government Agency Issue - 0.45%
	1,150,000	Federal Farm Credit Discount Note 0.000%, 04/01/2013 (f)	$	1,150,000
		U.S. Treasury Bill - 0.51%
	1,300,000	United States Treasury Bill 0.068%, 09/19/2013 (g)		1,299,382
		Total Short Term Investments (Cost $29,136,685)		29,349,652
		Total Investments (Cost $240,074,328) - 96.40%		245,463,788
		Other Assets in Excess of Liabilities - 3.60%		9,171,340
		TOTAL NET ASSETS - 100.00%	$	254,635,128

Percentages are stated as a percent of net assets.

Principal amounts are denominated in the currency in which the security was purchased.

ADR - American Depositary Receipt

(a)	Non-income producing.
(b)	Restricted securities as defined in Rule 144(a) under the Securities Act of 1933. Such securities are treated as liquid securities according to the Fund’s liquidity guidelines. The value of these securities total $38,271,017, which represents 15.03% of total net assets.

(c)	Restricted security as defined in Rule 144(a) under the Securities Act of 1933. This security is treated as an illiquid security according to the Fund’s liquidity guidelines. The value of this security is $92,250, which represents 0.04% of total net assets.
(d)	Restricted security as defined as a private placement. This security is treated as a liquid security according to the Fund’s liquidity quidelines. The value of this security is $135,675, which represents 0.05% of total net assets.
(e)	Variable rate security. The rate shown is the rate in effect on March 31, 2013.
(f)	Zero coupon bond.
(g)	Partially assigned as collateral for certain futures contracts.
(h)	Represents an interest-only security that entitles holders to receive only interest payments on the underlying mortgages. The yield-to-maturity of an interest-only security is extremely sensitive to the rate of principal payments on the underlying mortgage assets. A rapid (slow) rate of principal repayments may have an adverse (positive) effect on yield to maturity. The principal amount shown is the notional amount of the underlying mortgages. Interest rate disclosed represents yield upon the estimated timing and amount of future cash flows at March 31, 2013. The securities are liquid and the value of these securities total $1,955,419, which represents 0.77% of total net assets.

See notes to financial statements.

99

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF OPEN FORWARD CURRENCY CONTRACTS

March 31, 2013

Forward expiration date	Currency to be received	Amount of Currency to be received		Currency to be delivered	Amount of Currency to be delivered		Unrealized Appreciation (Depreciation)
4/30/2013	Australian Dollar		3,589,562	U.S. Dollars		3,721,633		$	6,438
11/5/2013	Australian Dollar		1,379,430	U.S. Dollars		1,395,983			16,215
4/4/2013	British Pound		597,071	Euro		700,000			9,843
6/4/2013	British Pound		180,000	U.S. Dollars		268,808			4,594
4/12/2013	Chilean Peso		1,342,012,500	U.S. Dollars		2,675,997			163,695
4/17/2013	Chilean Peso		1,884,575,000	U.S. Dollars		3,713,448			271,495
4/3/2013	Euro		390,000	U.S. Dollars		499,941			2
4/4/2013	Euro		700,000	British Pound		606,080			(23,533	)
4/9/2013	Euro		397,000	U.S. Dollars		515,272			(6,337	)
4/10/2013	Euro		4,283,445	Swedish Krone		35,980,000			(28,521	)
4/11/2013	Euro		2,430,500	U.S. Dollars		3,066,732			49,094
4/15/2013	Euro		2,420,000	U.S. Dollars		3,237,234			(134,789	)
4/16/2013	Euro		238,000	U.S. Dollars		308,457			(3,339	)
5/6/2013	Euro		690,000	U.S. Dollars		919,588			(34,879	)
5/17/2013	Euro		1,511,000	U.S. Dollars		1,982,508			(44,964	)
6/5/2013	Euro		3,021,000	U.S. Dollars		3,815,130			59,248
11/5/2013	Euro		351,926	Norwegian Krone		2,650,000			1,996
4/15/2013	Ghanaian Cedi		120,000	U.S. Dollars		61,515			(113	)
4/19/2013	Ghanaian Cedi		120,000	U.S. Dollars		61,178			107
4/29/2013	Ghanaian Cedi		100,000	U.S. Dollars		50,826			(2	)
4/30/2013	Ghanaian Cedi		60,000	U.S. Dollars		30,496			(17	)
4/2/2013	Hungarian Forint		35,900,000	U.S. Dollars		158,779			(7,683	)
4/3/2013	Hungarian Forint		35,900,000	U.S. Dollars		146,872			4,206
4/12/2013	Indian Rupee		117,200,000	U.S. Dollars		2,159,314			(9,781	)
4/16/2013	Indian Rupee		117,575,000	U.S. Dollars		2,156,865			(2,301	)
4/1/2013	Japanese Yen		195,000,000	U.S. Dollars		2,059,615			11,925
4/10/2013	Japanese Yen		201,000,000	U.S. Dollars		2,567,706			(432,304	)
5/2/2013	Japanese Yen		81,440,438	Euro		675,000			(103	)
4/22/2013	Mexican Peso		10,200,000	U.S. Dollars		820,444			3,411
8/6/2013	Mexican Peso		1,597,390	U.S. Dollars		115,456			12,306
8/8/2013	Mexican Peso		1,605,500	U.S. Dollars		118,877			9,509
10/3/2013	Mexican Peso		22,740,000	U.S. Dollars		1,707,207			101,981
10/11/2013	Mexican Peso		18,798,000	U.S. Dollars		1,414,075			80,408
12/5/2013	Mexican Peso		15,200,710	U.S. Dollars		1,134,153			68,364
3/10/2014	Mexican Peso		11,784,520	U.S. Dollars		897,048			27,324
6/18/2013	Malaysian Ringgit		2,500,000	U.S. Dollars		773,898			28,937
6/21/2013	Malaysian Ringgit		2,167,800	U.S. Dollars		676,888			19,138
9/17/2013	Malaysian Ringgit		1,024,011	U.S. Dollars		326,461			480
9/18/2013	Malaysian Ringgit		799,497	U.S. Dollars		254,479			764
9/26/2013	Malaysian Ringgit		741,000	U.S. Dollars		236,895			(442	)
10/3/2013	Malaysian Ringgit		5,330,000	U.S. Dollars		1,707,567			(7,380	)
12/4/2013	Malaysian Ringgit		2,827,440	U.S. Dollars		913,728			(14,683	)
3/11/2014	Malaysian Ringgit		2,414,589	U.S. Dollars		761,989			1,985
3/12/2014	Malaysian Ringgit		612,600	U.S. Dollars		193,438			375

See notes to financial statements.

100

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF OPEN FORWARD CURRENCY CONTRACTS (Continued)

March 31, 2013

Forward expiration date	Currency to be received	Amount of Currency to be received		Currency to be delivered	Amount of Currency to be delivered		Unrealized Appreciation (Depreciation)
3/26/2014	Malaysian Ringgit		514,000	U.S. Dollars		161,911		$	1,506
11/5/2013	Norwegian Krone		11,570,000	Euro		1,544,726			(19,255	)
4/10/2013	Philippine Peso		144,452,000	U.S. Dollars		3,337,076			204,830
4/15/2013	Philippine Peso		144,887,500	U.S. Dollars		3,356,441			196,237
4/10/2013	Polish Zloty		4,746,256	Euro		1,104,012			40,376
4/15/2013	Polish Zloty		4,578,308	Euro		1,052,146			54,736
8/6/2013	Polish Zloty		963,300	Euro		224,792			4,494
8/8/2013	Polish Zloty		497,150	Euro		117,939			(175	)
8/9/2013	Polish Zloty		350,574	Euro		82,996			88
2/24/2014	Polish Zloty		2,950,000	Euro		688,770			621
3/10/2014	Polish Zloty		4,450,638	Euro		1,040,598			(2,232	)
4/10/2013	Swedish Krona		44,055,858	Euro		4,916,290			456,164
4/15/2013	Swedish Krona		43,466,148	Euro		4,812,727			497,532
10/3/2013	Swedish Krona		7,620,000	Euro		887,150			25,659
3/10/2014	Swedish Krona		1,010,000	Euro		119,913			(384	)
3/28/2014	Serbian Dinar		31,310,564	Euro		259,086			(1,406	)
6/5/2013	Singapore Dollar		405,248	U.S. Dollars		332,088			(5,311	)
7/31/2013	Singapore Dollar		1,428,700	U.S. Dollars		1,145,251			7,010
8/1/2013	Singapore Dollar		1,145,260	U.S. Dollars		920,627			3,040
8/6/2013	Singapore Dollar		917,603	U.S. Dollars		736,912			3,160
8/13/2013	Singapore Dollar		917,160	U.S. Dollars		740,720			(987	)
9/18/2013	Singapore Dollar		1,411,379	U.S. Dollars		1,128,201			10,295
10/11/2013	Singapore Dollar		2,419,882	U.S. Dollars		1,971,873			(19,706	)
3/11/2014	Singapore Dollar		1,387,980	U.S. Dollars		1,115,139			5,148
4/8/2013	South Korean Won		921,000,000	U.S. Dollars		828,983			(1,702	)
4/11/2013	South Korean Won		1,286,797,500	U.S. Dollars		1,182,555			(26,899	)
4/15/2013	South Korean Won		636,801,620	U.S. Dollars		579,437			(7,665	)
6/27/2013	South Korean Won		606,000,000	U.S. Dollars		514,890			27,177
8/27/2013	South Korean Won		1,900,000,000	U.S. Dollars		1,655,918			39,623
9/26/2013	South Korean Won		608,000,000	U.S. Dollars		535,306			6,640
3/12/2014	South Korean Won		636,720,000	U.S. Dollars		574,501			(10,501	)
4/30/2013	U.S. Dollars		3,363,466	Australian Dollar		3,275,930			(38,871	)
5/2/2013	U.S. Dollars		1,743,390	Australian Dollar		1,675,000			4,031
4/11/2013	U.S. Dollars		826,430	British Pound		550,000			(9,202	)
6/4/2013	U.S. Dollars		607,439	British Pound		400,000			(122	)
4/12/2013	U.S. Dollars		1,348,089	Chilean Peso		670,000,000			(69,628	)
4/3/2013	U.S. Dollars		511,992	Euro		390,000			12,050
4/4/2013	U.S. Dollars		459,571	Euro		350,000			10,902
4/8/2013	U.S. Dollars		746,460	Euro		573,000			11,906
4/9/2013	U.S. Dollars		1,193,702	Euro		918,000			16,869
4/11/2013	U.S. Dollars		3,882,699	Euro		2,962,500			84,865
4/15/2013	U.S. Dollars		4,260,047	Euro		3,230,000			119,181
4/16/2013	U.S. Dollars		974,193	Euro		752,000			10,122
4/24/2013	U.S. Dollars		455,002	Euro		351,000			4,993

See notes to financial statements.

101

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF OPEN FORWARD CURRENCY CONTRACTS (Continued)

March 31, 2013

Forward expiration date	Currency to be received	Amount of Currency to be received		Currency to be delivered	Amount of Currency to be delivered		Unrealized Appreciation (Depreciation)
4/26/2013	U.S. Dollars		872,759	Euro		672,000		$	11,193
5/2/2013	U.S. Dollars		862,495	Euro		675,000			(2,956	)
5/3/2013	U.S. Dollars		500,035	Euro		390,000			1,754
5/6/2013	U.S. Dollars		937,507	Euro		690,000			52,798
5/17/2013	U.S. Dollars		5,003,048	Euro		3,891,000			13,648
6/5/2013	U.S. Dollars		3,761,547	Euro		3,021,000			(112,832	)
6/11/2013	U.S. Dollars		550,973	Euro		434,350			(6,100	)
6/13/2013	U.S. Dollars		591,606	Euro		469,000			(9,917	)
7/16/2013	U.S. Dollars		794,025	Euro		648,000			(37,316	)
7/18/2013	U.S. Dollars		503,368	Euro		409,000			(21,362	)
7/19/2013	U.S. Dollars		154,375	Euro		125,000			(5,996	)
7/22/2013	U.S. Dollars		271,143	Euro		220,000			(11,118	)
7/23/2013	U.S. Dollars		220,270	Euro		178,745			(9,062	)
7/30/2013	U.S. Dollars		855,323	Euro		691,917			(32,472	)
7/31/2013	U.S. Dollars		1,013,798	Euro		816,000			(33,217	)
8/1/2013	U.S. Dollars		3,049,429	Euro		2,478,287			(130,508	)
8/2/2013	U.S. Dollars		506,076	Euro		409,000			(18,724	)
8/5/2013	U.S. Dollars		1,439,236	Euro		1,123,318			(2,167	)
8/6/2013	U.S. Dollars		683,197	Euro		559,081			(34,203	)
8/9/2013	U.S. Dollars		99,760	Euro		80,000			(2,897	)
8/15/2013	U.S. Dollars		112,773	Euro		88,500			(797	)
8/16/2013	U.S. Dollars		351,278	Euro		283,000			(11,894	)
8/19/2013	U.S. Dollars		393,415	Euro		319,000			(15,967	)
8/20/2013	U.S. Dollars		1,012,006	Euro		816,000			(35,199	)
8/23/2013	U.S. Dollars		290,617	Euro		232,085			(7,235	)
9/4/2013	U.S. Dollars		126,768	Euro		100,331			(2,008	)
9/11/2013	U.S. Dollars		557,879	Euro		434,350			350
9/24/2013	U.S. Dollars		248,084	Euro		191,000			2,889
9/26/2013	U.S. Dollars		115,300	Euro		89,000			1,044
10/31/2013	U.S. Dollars		99,134	Euro		76,597			762
11/8/2013	U.S. Dollars		171,118	Euro		133,000			294
11/14/2013	U.S. Dollars		131,320	Euro		100,000			2,872
11/15/2013	U.S. Dollars		112,911	Euro		88,500			(767	)
11/20/2013	U.S. Dollars		224,070	Euro		175,000			(729	)
12/6/2013	U.S. Dollars		1,084,621	Euro		826,000			23,381
1/7/2014	U.S. Dollars		637,792	Euro		485,308			14,048
3/3/2014	U.S. Dollars		86,663	Euro		65,866			1,957
3/7/2014	U.S. Dollars		316,357	Euro		241,782			5,401
3/10/2014	U.S. Dollars		507,210	Euro		389,341			6,461
3/17/2014	U.S. Dollars		159,900	Euro		122,880			1,846
3/18/2014	U.S. Dollars		105,924	Euro		81,594			973
3/20/2014	U.S. Dollars		259,255	Euro		200,000			1,997
3/21/2014	U.S. Dollars		94,285	Euro		72,605			893
4/2/2013	U.S. Dollars		151,012	Hungarian Forint		35,900,000			(85	)

See notes to financial statements.

102

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF OPEN FORWARD CURRENCY CONTRACTS (Continued)

March 31, 2013

Forward expiration date	Currency to be received	Amount of Currency to be received		Currency to be delivered	Amount of Currency to be delivered		Unrealized Appreciation (Depreciation)
4/1/2013	U.S. Dollars		2,102,540	Japanese Yen		195,000,000		$	31,000
4/10/2013	U.S. Dollars		8,474,973	Japanese Yen		694,608,750			1,095,526
4/15/2013	U.S. Dollars		8,759,430	Japanese Yen		706,185,270			1,256,741
2/12/2014	U.S. Dollars		383,202	Japanese Yen		35,633,000			3,305
2/13/2014	U.S. Dollars		383,218	Japanese Yen		35,430,000			5,479
2/18/2014	U.S. Dollars		127,765	Japanese Yen		11,830,000			1,629
2/19/2014	U.S. Dollars		255,466	Japanese Yen		23,630,000			3,512
2/25/2014	U.S. Dollars		63,841	Japanese Yen		5,910,000			820
2/27/2014	U.S. Dollars		170,697	Japanese Yen		15,746,000			2,786
3/19/2014	U.S. Dollars		375,691	Japanese Yen		35,670,000			(4,798	)
3/24/2014	U.S. Dollars		379,267	Japanese Yen		35,843,000			(3,098	)
4/22/2013	U.S. Dollars		2,115,265	Mexican Peso		26,300,000			(8,987	)
8/1/2013	U.S. Dollars		925,986	Singapore Dollar		1,145,260			2,320
4/8/2013	U.S. Dollars		845,614	South Korean Won		921,000,000			18,333
4/11/2013	U.S. Dollars		249,201	Swiss Franc		235,000			1,608
								$	3,853,087

GuideMark^SM Opportunistic Fixed Income Fund

SCHEDULE OF OPEN FUTURES CONTRACTS

March 31, 2013

Description	Number of Contracts Sold		Notional Value			Settlement Month		Unrealized Appreciation (Depreciation)
Euro-Bund Futures	(19	)	$	(3,543,442	)		Jun-13		$	(53,858	)
Euro-OATS Futures	(15	)		(2,615,367	)		Jun-13			(24,253	)
Euro Stoxx Futures	(8	)		(261,909	)		Jun-13			7,494
S&P 500 Index Mini Futures	(37	)		(2,890,995	)		Jun-13			(41,354	)
U.S. Treasury 10-Year Note Futures	(32	)		(4,223,500	)		Jun-13			(14,559	)
U.S. Treasury Long Bond Futures	(11	)		(1,589,156	)		Jun-13			(3,973	)
									$	(130,503	)

See notes to financial statements.

103

GuideMark^SM Opportunistic Fixed Income Fund

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

March 31, 2013

Reference Obligation	Implied Credit Spread at March 31, 2013(3)	Fixed Pay Rate	Maturity Date	Counterparty	Notional Amount(4)		Fair Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
ARAMARK Corp.	2.69%	5.000%	3/20/2018	Deutsche Bank		$225,000	$	(24,136	)	$	(21,800	)		$	(2,336	)
ARAMARK Corp.	2.69%	5.000%	3/20/2018	Deutsche Bank		425,000		(45,590	)		(42,838	)			(2,752	)
ARAMARK Corp.	2.69%	5.000%	3/20/2018	Deutsche Bank		250,000		(26,818	)		(24,596	)			(2,222	)
Bank of Scotland	0.62%	1.000%	6/20/2017	Merrill Lynch		600,000		(12,121	)		25,158				(37,279	)
Boston Scientific Corp.	0.93%	1.000%	9/20/2017	Credit Suisse /		725,000		(2,102	)		9,787				(11,889	)
CDX.NA.HY.19 Index	4.01%	5.000%	12/20/2017	Deutsche Bank Citigroup /		2,225,000		(91,140	)		(54,491	)			(36,649	)
CDX.NA.HY.20 Index	4.31%	5.000%	6/20/2018	Credit Suisse / Merrill Lynch Credit Suisse		700,000		(21,390	)		(19,569	)			(1,821	)
CDX.NA.IG.19 Index	0.82%	1.000%	12/20/2017	Citigroup /		550,000		(4,607	)		(5,106	)			499
CDX.NA.IG.20 Index	0.91%	1.000%	6/20/2018	Credit Suisse / Deutsche Bank / Merrill Lynch Credit Suisse		425,000		(1,954	)		(1,910	)			(44	)
Dell, Inc.	3.32%	1.000%	3/20/2018	Merrill Lynch		325,000		34,536			33,472				1,064
Dell, Inc.	3.32%	1.000%	3/20/2018	Merrill Lynch		525,000		55,788			55,083				705
Dell, Inc.	3.32%	5.000%	3/20/2018	Deutsche Bank		850,000		90,324			116,705				(26,381	)
Freescale Semiconductor, Inc.	5.71%	5.000%	3/20/2018	Credit Suisse		525,000		16,228			26,157				(9,929	)
Freescale Semiconductor, Inc.	5.71%	5.000%	3/20/2018	Credit Suisse		375,000		11,592			19,190				(7,598	)
General Mills, Inc.	0.45%	1.000%	6/20/2018	Credit Suisse		800,000		(22,769	)		(21,577	)			(1,192	)
H.J. Heinz Co.	1.52%	1.000%	3/20/2018	Credit Suisse		900,000		22,492			29,001				(6,509	)
iTraxx Europe Crossover Series 18 Index	4.20%	5.000%	12/20/2017	Merrill Lynch		400,000		(16,457	)		(15,661	)			(796	)
iTraxx Europe Sub Financials Series 18 Index	2.93%	5.000%	12/20/2017	Credit Suisse / Merrill Lynch		860,000		(99,087	)		(143,492	)			44,405
MeadWestvaco Corp.	1.11%	1.000%	9/20/2017	Merrill Lynch		300,000		1,471			3,425				(1,954	)
Republic of South Africa	1.75%	1.000%	3/20/2018	Citigroup		300,000		10,623			7,341				3,282
Republic of South Africa	1.80%	1.000%	6/20/2018	Merrill Lynch		225,000		8,936			8,786				150
Russia Foreign Bond	1.60%	1.000%	6/20/2018	Morgan Stanley		1,700,000		51,043			49,313				1,730
SLM Corp.	2.97%	5.000%	6/20/2018	Citigroup		350,000		(33,568	)		(34,587	)			1,019
Textron, Inc.	0.25%	1.000%	3/20/2017	Merrill Lynch		250,000		(7,448	)		(6,109	)			(1,339	)
Textron, Inc.	0.25%	1.000%	3/20/2017	Morgan Stanley		400,000		(11,917	)		(9,305	)			(2,612	)
Textron, Inc.	0.27%	1.000%	6/20/2017	Merrill Lynch		300,000		(9,216	)		(7,494	)			(1,722	)
							$	(127,287	)	$	(25,117	)		$	(102,170	)

See notes to financial statements.

104

GuideMark^SM Opportunistic Fixed Income Fund

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

March 31, 2013

Reference Obligation	Implied Credit Spread at March 31, 2013(3)	Fixed Recieve Rate	Maturity Date	Counterparty	Notional Amount(4)		Fair Value			Upfront Premiums Received			Unrealized Appreciation (Depreciation)
Boyd Gaming Corp.	7.02%	5.000%	3/20/2018	Credit Suisse		$450,000	$	(38,008	)	$	(58,668	)		$	20,660
Boyd Gaming Corp.	7.02%	5.000%	3/20/2018	Credit Suisse		325,000		(27,450	)		(42,020	)			14,570
							$	(65,458	)	$	(100,688	)		$	35,230

1)	If the Fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.
2)	If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.
3)	Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on U.S. municipal issues, corporate issues or sovereign issues of an emerging country as of period end serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Wider credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced entity or obligation.
4)	The maximum potential amount the Fund could be required to pay as seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement. Notional amounts are denominated in the currency in which the security was purchased.

See notes to financial statements.

105

GuidePath^SM Strategic Asset Allocation Fund

SCHEDULE OF INVESTMENTS

March 31, 2013

Number of Shares			Value
		INVESTMENT COMPANIES - 97.32%
		Affiliated Mutual Funds - 54.73%
	658,931	Altegris Macro Strategy Fund - Institutional Shares (a)	$	5,759,061
	1,244,155	GuideMarkSM Global Real Return Fund - Institutional Shares		11,682,616
	1,657,702	GuideMarkSM Large Cap Growth Fund - Institutional Shares		18,566,266
	2,215,495	GuideMarkSM Large Cap Value Fund - Institutional Shares		20,892,117
	1,715,833	GuideMarkSM Opportunistic Equity Fund - Institutional Shares		19,457,551
	1,660,595	GuideMarkSM Small/Mid Cap Core Fund - Institutional Shares		22,434,638
	4,651,171	GuideMarkSM World ex-US Fund - Institutional Shares		37,488,436
				136,280,685
		Exchange Traded Funds - 42.59%
	84,913	iShares Core MSCI Emerging Markets ETF		4,310,184
	190,482	iShares MSCI Canada Index Fund (b)		5,430,642
	124,543	iShares MSCI Switzerland Capped Index Fund (b)		3,656,582
	251,952	SPDR S&P 500 ETF Trust		39,443,085
	48,621	SPDR S&P 600 Small Cap Growth ETF		6,864,313
	53,546	SPDR S&P China ETF		3,745,543
	804,889	Vanguard FTSE All-World ex-US Index Fund (b)		37,314,654
	27,360	Vanguard Global ex-US Real Estate ETF (b)		1,569,917
	52,736	Vanguard REIT ETF		3,719,470
				106,054,390
		Total Investment Companies (Cost $212,441,848)		242,335,075

Number of Shares			Value
		SHORT TERM INVESTMENTS - 2.41%
		Money Market Funds - 2.41%
	5,991,979	Federated Prime Obligations Fund Effective Yield, 0.08%	$	5,991,979
		Total Short Term Investments (Cost $5,991,979)		5,991,979
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 8.56%
		Money Market Funds - 8.56%
	21,329,599	First American Government Obligation Fund Effective Yield, 0.02%		21,329,599
		Total Investments Purchased as Securities Lending Collateral (Cost $21,329,599)		21,329,599
		Total Investments (Cost $239,763,426) - 108.29%		269,656,653
		Liabilities in Excess of Other Assets - (8.29)%		(20,649,600	)
		TOTAL NET ASSETS - 100.00%	$	249,007,053

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

See notes to financial statements.

106

GuidePath^SM Tactical Constrained^SM Asset Allocation Fund

SCHEDULE OF INVESTMENTS

March 31, 2013

Number of Shares			Value
		INVESTMENT COMPANIES - 97.32%
		Affiliated Mutual Funds - 61.19%
	2,527,212	GuideMarkSM Core Fixed Income Fund - Institutional Shares	$	24,918,314
	1,380,568	GuideMarkSM Large Cap Growth Fund - Institutional Shares		15,462,360
	1,627,466	GuideMarkSM Large Cap Value Fund - Institutional Shares		15,347,000
	2,139,399	GuideMarkSM Opportunistic Equity Fund - Institutional Shares		24,260,787
	1,337,971	GuideMarkSM Opportunistic Fixed Income Fund - Institutional Shares		13,740,964
	625,965	GuideMarkSM Small/Mid Cap Core Fund - Institutional Shares		8,456,785
	4,766,673	GuideMarkSM World ex-US Fund - Institutional Shares		38,419,385
				140,605,595
		Exchange Traded Funds - 32.68%
	16,832	Energy Select Sector SPDR Fund		1,335,114
	30,340	Industrial Select Sector SPDR Fund (a)		1,266,088
	191,626	iShares Core MSCI Emerging Markets ETF (a)		9,726,936
	27,831	iShares JPMorgan USD Emerging Markets Bond Fund (a)		3,269,308
	77,786	iShares MSCI Canada Index Fund		2,217,679
	23,551	iShares MSCI Chile Capped Investable Market Index Fund (a)		1,528,695
	61,765	iShares S&P India Nifty 50 Index Fund (a)		1,482,360
	18,759	iShares 10+ Year Credit Bond Fund		1,134,169
	36,207	Market Vectors Steel Index Fund		1,576,453
	55,484	PowerShares FTSE RAFI Asia Pacific ex-Japan Portfolio (a)		3,228,608
	20,491	PowerShares DB Gold Fund (a)(b)		1,116,350
	21,119	Materials Select Sector SPDR Fund (a)		827,442
	61,861	SPDR Barclays High Yield Bond ETF (a)		2,543,106
	36,629	SPDR Barclays Short Term High Yield Bond ETF (a)		1,131,104
	196,915	SPDR S&P 500 ETF Trust		30,827,043
	26,107	SPDR S&P Dividend ETF (a)		1,722,801
	23,340	SPDR S&P International Dividend ETF		1,134,557
	53,198	SPDR DB International Government
		Inflation-Portected Bond ETF		3,303,064

Number of Shares			Value
		Exchange Traded Funds (Continued)
	20,202	Vanguard Global ex-U.S. Real Estate ETF (a)	$	1,159,191
	64,766	Vanguard REIT ETF (a)		4,567,946
				75,098,014
		Exchange Traded Notes - 0.24%
	21,317	iPath U.S. Treasury 10-year Bear ETN (a)(b)(c)		551,258
		Mutual Funds - 3.21%
	253,343	AQR Diversified Arbitrage Fund - Institutional Shares		2,822,241
	149,641	DoubleLine Total Return Bond Fund - Institutional Shares		1,696,929
	262,118	PIMCO Emerging Local Bond Fund - Institutional Shares		2,841,362
				7,360,532
		Total Investment Companies (Cost $200,305,921)		223,615,399
		SHORT TERM INVESTMENTS - 2.41%
		Money Market Funds - 2.41%
	5,548,455	Federated Prime Obligations Fund Effective Yield, 0.08%		5,548,455
		Total Short Term Investments (Cost $5,548,455)		5,548,455
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 6.66%
		Money Market Funds - 6.66%
	15,311,873	First American Government Obligations Fund Effective Yield, 0.02%		15,311,873
		Total Investments Purchased as Securities Lending Collateral (Cost $15,311,873)		15,311,873
		Total Investments (Cost $221,166,249) - 106.39%		244,475,727
		Liabilities in Excess of Other Assets - (6.39)%		(14,690,956	)
		TOTAL NET ASSETS - 100.00%	$	229,784,771

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

See notes to financial statements.

107

GuidePath^SM Tactical Unconstrained^SM Asset Allocation Fund

SCHEDULE OF INVESTMENTS

March 31, 2013

Number of Shares			Value
		INVESTMENT COMPANIES - 97.65%
		Affiliated Mutual Funds - 29.52%
	156,438	GuideMarkSM Core Fixed Income Fund - Institutional Shares	$	1,542,475
	977,647	GuideMarkSM Large Cap Growth Fund - Institutional Shares		10,949,650
	2,219,422	GuideMarkSM Large Cap Value Fund - Institutional Shares		20,929,147
	2,106,155	GuideMarkSM Opportunistic Equity Fund - Institutional Shares		23,883,793
	1,353,926	GuideMarkSM Opportunistic Fixed Income Fund - Institutional Shares		13,904,822
	997,005	GuideMarkSM Small/Mid Cap Core Fund - Institutional Shares		13,469,543
	888,234	GuideMarkSM World ex-US Fund - Institutional Shares		7,159,164
				91,838,594
		Exchange Traded Funds - 35.43%
	206,184	Guggenheim S&P 500 Equal Weight ETF (a)		12,296,814
	11,015	iShares Barclays CMBS Bond Fund (a)		569,696
	21,435	iShares Barclays MBS Bond Fund (a)		2,313,694
	18,810	iShares Core MSCI Emerging Markets ETF		954,796
	56,034	iShares Core S&P Small-Cap ETF (a)		4,878,320
	491,954	iShares MSCI ACWI ex US Index Fund (a)		21,085,148
	6,040	PowerShares DB Gold Fund (a)(b)		329,059
	43,391	SPDR Barclays 1-3 Month T-Bill (b)		1,987,742
	54,211	SPDR Barclays Short Term International Treasury Bond ETF (a)		1,917,443
	103,252	SPDR Barclays High Yield Bond ETF (a)		4,244,690
	203,336	SPDR S&P 500 ETF Trust		31,832,251
	48,171	SPDR S&P Emerging Asia Pacific ETF (a)		3,674,965
	22,031	SPDR S&P MidCap 400 ETF Trust		4,620,341
	65,644	Vanguard FTSE All-World ex-US ETF		3,043,256
	197,627	Vanguard High Dividend Yield ETF (a)		10,831,936
	67,405	Vanguard Total Bond Market ETF		5,637,754
				110,217,905

Number of Shares			Value
		Mutual Funds - 32.70%
	1,892,627	Eaton Vance Floating-Rate Fund - Institutional Shares	$	17,431,097
	809,012	Eaton Vance Global Macro Absolute Return Advantage Fund - Institutional Shares		8,122,479
	294,670	Eaton Vance Global Macro Absolute Return Fund - Institutional Shares		2,911,339
	129,827	Eaton Vance Government Obligations Fund - Institutional Shares		941,242
	568,635	Eaton Vance Income Fund of Boston - Institutional Shares		3,451,612
	94,628	Eaton Vance Multi-Strategy Absolute Return Fund - Institutional Shares		857,326
	77,426	Eaton Vance Worldwide Health Sciences Fund - Institutional Shares		789,749
	31,557	Parametric Option Absolute Return Fund - Institutional Shares		315,889
	302,749	Pioneer Strategic Income Fund - Class Y		3,439,230
	1,529,235	Stadion Managed Portfolio Trust - Institutional Shares (b)		16,271,065
	624,683	Virtus Allocator Premium AlphaSector Fund - Institutional Shares		6,965,215
	151,070	Virtus Global Premium AlphaSector Fund - Institutional Shares		1,704,075
	2,630,420	Virtus Premium AlphaSector Fund - Institutional Shares		38,535,657
				101,735,975
		Total Investment Companies (Cost $273,531,806)		303,792,474

See notes to financial statements.

108

GuidePath^SM Tactical Unconstrained^SM Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Number of Shares			Value
		SHORT TERM INVESTMENTS - 2.40%
		Money Market Funds - 2.40%
	7,476,129	Federated Prime Obligations Fund Effective Yield, 0.02%	$	7,476,129
		Total Short Term Investments (Cost $7,476,129)		7,476,129
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 7.95%
		Money Market Funds - 7.95%
	24,743,125	First American Government Obligations Fund Effective Yield, 0.08%		24,743,125
		Total Investments Purchased as Securities Lending Collateral (Cost $24,743,125)		24,743,125
		Total Investments (Cost $305,751,060) - 108.00%		336,011,728
		Liabilities in Excess of Other Assets - (8.00)%		(24,885,152	)
		TOTAL NET ASSETS - 100.00%	$	311,126,576

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

See notes to financial statements.

109

GuidePath^SM Absolute Return Asset Allocation Fund

SCHEDULE OF INVESTMENTS

March 31, 2013

Number of Shares			Value
		INVESTMENT COMPANIES - 97.82%
		Affiliated Mutual Funds - 18.20%
	5,060,797	GuideMarkSM Core Fixed Income Fund - Institutional Shares	$	49,899,463
	347,581	GuideMarkSM Large Cap Value Fund - Institutional Shares		3,277,692
	3,862,066	GuideMarkSM Opportunistic Fixed Income Fund - Institutional Shares		39,663,422
				92,840,577
		Exchange Traded Funds - 36.67%
	43,783	iShares Barclays Agency Bond Fund (a)		4,965,097
	355,466	iShares Barclays Credit Bond Fund		40,014,808
	226,443	iShares Barclays MBS Bond Fund (a)		24,442,257
	41,742	iShares Core MSCI Emerging Markets ETF		2,118,824
	276,329	iShares Floating Rate Note Fund		14,004,354
	214,014	iShares JPMorgan USD Emerging Markets Bond Fund (a)		25,140,225
	99,680	iShares MSCI ACWI Index Fund		5,058,760
	97,081	PowerShares DB Agriculture Fund (a)(b)		2,513,427
	10,830	PowerShares DB Base Metals Fund (b)		189,958
	34,655	PowerShares DB Energy Fund (a)(b)		1,008,807
	46,555	PowerShares DB Precious Metals Fund (a)(b)		2,511,642
	116,440	PowerShares International Corporate Bond Portfolio (a)		3,325,526
	360,455	SPDR Barclays 1-3 Month T-Bill ETF (a)(b)		16,512,444
	40,117	SPDR Barclays Convertible Securities ETF (a)		1,700,560
	101,336	SPDR DB International Government Inflation-Protected Bond ETF		6,291,952
	11,764	SPDR S&P 500 ETF Trust		1,841,654
	85,726	Vanguard FTSE All-World ex-US ETF		3,974,257
	22,313	Vanguard Mid-Cap Value ETF		1,499,211
	4,524	Vanguard Small-Cap Value ETF		371,647
	153,880	Vanguard Short-Term Bond ETF		12,462,741
	146,061	Vanguard Total Bond Market ETF		12,216,542
	95,006	WisdomTree Asia Local Debt Fund		4,974,514
				187,139,207

Number of Shares			Value
		Exchange Traded Notes - 0.61%
	120,670	iPath U.S. Treasury 10-year Bear ETN (b)(c)	$	3,120,526
		Mutual Funds - 42.34%
	841,839	Aberdeen Equity Long Short Fund - Institutional Shares		10,093,651
	1,875,802	BlackRock Low Duration Bond Portfolio - Institutional Shares		18,457,892
	1,062,814	DoubleLine Core Fixed Income Fund - Institutional Shares		11,999,176
	685,465	DoubleLine Low Duration Bond Fund - Institutional Shares		6,998,598
	413,823	DoubleLine Multi-Asset Growth Fund - Institutional Shares		4,121,672
	3,020,623	DoubleLine Total Return Bond Fund - Institutional Shares		34,253,865
	475,646	DWS Disciplined Market Neutural Fund - Institutional Shares (b)		4,637,544
	416,548	Eaton Vance Floating-Rate Fund - Institutional Shares		3,836,407
	1,256,746	Eaton Vance Global Macro Absolute Return Fund - Institutional Shares		12,416,652
	1,311,657	Eaton Vance Multi-Strategy Absolute Return Fund - Institutional Shares		11,883,615
	64,602	Parametric Absolute Return Fund - Institutional Shares		646,670
	193,918	Gateway Fund - Class Y		5,431,639
	714,211	Highbridge Statistical Market Neutral Fund - Select Shares (b)		10,498,900
	1,135,579	JPMorgan Floating Rate Income Fund		11,480,707
	1,266,741	JPMorgan Income Builder Fund - Select Shares		12,794,086
	67,980	JPMorgan Research Equity Long/Short Fund - Select Shares (b)		1,099,232
	586,749	JPMorgan Strategic Income Opportunities Fund - Select Shares		6,999,916
	70,955	JPMorgan Strategic Preservation Fund - Select Shares		1,021,042
	4,170,515	Pioneer Strategic Income Fund - Class Y		47,377,053
				216,048,317
		Total Investment Companies (Cost $490,366,223)		499,148,627

See notes to financial statements.

110

GuidePath^SM Absolute Return Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2013

Number of Shares			Value
		SHORT TERM INVESTMENTS - 2.28%
		Money Market Funds - 2.28%
	11,658,838	Federated Prime Obligations Fund Effective Yield, 0.08%	$	11,658,838
		Total Short Term Investments (Cost $11,658,838)		11,658,838
		INVESTMENT PURCHASED AS SECURITIES LENDING COLLATERAL - 4.15%
		Money Market Funds - 4.15%
	21,172,507	First American Government Obligations Fund Effective Yield, 0.02%		21,172,507
		Total Investment Purchased as Securities Lending Collateral (Cost $21,172,507)		21,172,507
		Total Investments (Cost $523,197,568) - 104.25%		531,979,972
		Liabilities in Excess of Other Assets - (4.25)%		(21,705,315	)
		TOTAL NET ASSETS - 100.00%	$	510,274,657

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

See notes to financial statements.

111

GuidePath^SM Multi-Asset Income Asset Allocation Fund

SCHEDULE OF INVESTMENTS

March 31, 2013

Number of Shares			Value
		INVESTMENT COMPANIES - 97.16%
		Affiliated Mutual Funds - 6.25%
	252,360	GuideMarkSM Core Fixed Income Fund - Institutional Shares	$	2,488,267
	259,325	GuideMarkSM World ex-US Fund - Institutional Shares		2,090,157
				4,578,424
		Exchange Traded Funds - 59.18%
	16,747	iShares Barclays 20+ Year Treasury Bond Fund (a)		1,972,127
	10,014	iShares Barclays 7-10 Year Treasury Bond Fund (a)		1,074,903
	797	iShares Barclays Agency Bond Fund		90,382
	5,357	iShares Barclays TIPS Bond Fund		649,536
	57,459	iShares iBoxx $ High Yield Corporate Bond Fund (a)		5,421,257
	181	iShares iBoxx Investment Grade Corporate Bond Fund		21,702
	43,946	iShares JPMorgan USD Emerging Markets Bond Fund (a)		5,162,337
	154,949	iShares S&P Global Infrastructure Index Fund (a)		5,759,454
	25,890	iShares S&P US Preferred Stock Index Fund (a)		1,049,063
	39,391	SPDR Barclays High Yield Bond ETF (a)		1,619,364
	4,098	SPDR Barclays International Treasury Bond ETF (a)		239,733
	169,212	SPDR S&P International Dividend ETF (a)		8,225,394
	12,762	Vanguard Global ex-US Real Estate ETF (a)		732,284
	14,160	Vanguard REIT ETF (a)		998,705
	9,799	WisdomTree Australia Dividend Fund (a)		633,407
	13,141	WisdomTree Emerging Markets Equity Income Fund		723,543
	139,319	WisdomTree Equity Income Fund (a)		7,131,740
	13,950	WisdomTree Europe SmallCap Dividend Fund (a)		582,552
	22,327	WisdomTree SmallCap Dividend Fund (a)		1,273,979
				43,361,462

Number of Shares			Value
		Mutual Funds - 31.73%
	297,936	Forward EM Corporate Debt Fund - Institutional Shares	$	2,928,710
	363,437	Forward International Dividend Fund - Institutional Shares		2,969,284
	227,423	Forward Select Income Fund - Institutional Shares		5,876,606
	338,943	Henderson Global Equity Income Fund - Institutional Shares		2,599,693
	64,391	JPMorgan Global Equity Income Fund - Select Shares		981,315
	515,166	JPMorgan High Yield Fund - Select Shares		4,250,118
	360,799	JPMorgan Income Builder Fund - Select Shares		3,644,073
				23,249,799
		Total Investment Companies (Cost $68,346,065)		71,189,685
		SHORT TERM INVESTMENTS - 3.45%
		Money Market Funds - 3.45%
	2,531,910	Federated Prime Obligations Fund Effective Yield, 0.08%		2,531,910
		Total Short Term Investments (Cost $2,531,910)		2,531,910
		INVESTMENT PURCHASED AS SECURITIES LENDING COLLATERAL - 18.06%
		Money Market Funds - 18.06%
	13,230,715	First American Government Obligations Fund Effective Yield, 0.02%		13,230,715
		Total Investment Purchased as Securities Lending Collateral (Cost $13,230,715)		13,230,715
		Total Investments (Cost $84,108,690) - 118.67%		86,952,310
		Liabilities in Excess of Other Assets - (18.67)%		(13,682,688	)
		TOTAL NET ASSETS - 100.00%	$	73,269,622

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

See notes to financial statements.

112

GuidePath^SM Fixed Income Allocation Fund

SCHEDULE OF INVESTMENTS

March 31, 2013

Number of Shares			Value
		INVESTMENT COMPANIES - 97.94%
		Affiliated Mutual Funds - 31.51%
	5,630,992	GuideMarkSM Core Fixed Income Fund - Institutional Shares	$	55,521,580
	1,599,071	GuideMarkSM Opportunistic Fixed Income Fund - Institutional Shares		16,422,458
				71,944,038
		Exchange Traded Funds - 59.63%
	126,294	iShares Barclays 1-3 Year Treasury Bond Fund (a)		10,668,054
	14,553	iShares Barclays 20+ Year Treasury Bond Fund (a)		1,713,761
	93,876	iShares Barclays 7-10 Year Treasury Bond Fund (a)		10,076,650
	38,187	iShares Barclays Agency Bond Fund (a)		4,330,497
	134,112	iShares Barclays Credit Bond Fund		15,096,988
	44,793	iShares JPMorgan USD Emerging Markets Bond Fund (a)		5,261,834
	24,303	iShares 10+ Year Core Bond Fund		1,469,359
	103,673	PowerShares Senior Loan Portfolio (a)		2,603,229
	40,636	SPDR Barclays 1-3 Month T-Bill (a)(b)		1,861,535
	171,306	SPDR Barclays High Yield Bond ETF (a)		7,042,390
	120,396	SPDR Barclays TIPS ETF		7,271,918
	31,785	SPDR Barclays Short Term High Yield Bond ETF (a)		981,521
	30,264	SPDR DB International Government Inflation-Protected Bond ETF		1,879,092
	255,452	Vanguard Mortgage-Backed Securities ETF (a)		13,319,267
	602,626	Vanguard Total Bond Market ETF		50,403,639
	28,664	WisdomTree Asia Local Debt Fund (a)		1,500,847
	12,591	WisdomTree Emerging Markets Local Debt Fund (a)		661,909
				136,142,490
		Exchange Traded Notes - 0.39%
	34,596	iPath U.S. Treasury 10-year Bear ETN (b)(c)		894,653

Number of Shares			Value
		Mutual Funds - 6.41%
	410,823	DoubleLine Total Return Bond Fund - Institutional Shares	$	4,658,730
	206,738	Loomis Sayles Bond Fund - Institutional Shares		3,161,022
	119,727	PIMCO Emerging Local Bond Fund - Institutional Shares		1,297,843
	476,847	PIMCO Unconstrained Bond Fund - Institutional Shares		5,507,588
				14,625,183
		Total Investment Companies (Cost $225,035,520)		223,606,364
		SHORT TERM INVESTMENTS - 1.73%
		Money Market Funds - 1.73%
	3,940,201	Federated Prime Obligations Fund Effective Yield, 0.08%		3,940,201
		Total Short Term Investments (Cost $3,940,201)		3,940,201
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 9.46%
		Money Market Funds - 9.46%
	21,608,881	First American Government Obligations Fund Effective Yield, 0.02%		21,608,881
		Total Investments Purchased as Securities Lending Collateral (Cost $21,608,881)		21,608,881
		Total Investments (Cost $250,584,602) - 109.13%		249,155,446
		Liabilities in Excess of Other Assets - (9.13)%		(20,835,663	)
		TOTAL NET ASSETS - 100.00%	$	228,319,783

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

See notes to financial statements.

113

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

SCHEDULE OF INVESTMENTS

March 31, 2013

Number of Shares			Value
		INVESTMENT COMPANIES - 97.73%
		Affiliated Mutual Funds - 97.73%
	6,441,197	Altegris® Equity Long Short Fund - Institutional Shares	$	67,761,391
	1,097,163	Altegris® Fixed Income Long Short Fund - Institutional Shares (a)		10,993,569
	1,391,288	Altegris® Futures Evolution Strategy Fund - Institutional Shares		13,954,623
	3,557,734	Altegris® Macro Strategy Fund - Institutional Shares (a)		31,094,593
	1,449,997	Altegris® Managed Futures Strategy Fund - Institutional Shares (a)		13,832,972
	1,988,818	GuideMarkSM Opportunistic Fixed Income Fund - Institutional Shares		20,425,156
				158,062,304
		Total Investment Companies (Cost $157,796,072)		158,062,304
		SHORT TERM INVESTMENTS - 2.20%
		Money Market Funds - 2.20%
	3,561,497	Federated Prime Obligations Fund Effictive Yield, 0.08%		3,561,497
		Total Short Term Investments (Cost $3,561,497)		3,561,497
		Total Investments (Cost $161,357,569) - 99.93%		161,623,801
		Other Assets in Excess of Liabilities - 0.07%		113,753
		TOTAL NET ASSETS - 100.00%	$	161,737,554

Percentages are stated as a percent of net assets.
(a)	Non-income producing security.

See notes to financial statements.

114

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF ASSETS & LIABILITIES

March 31, 2013

	Large Cap Growth Fund			Large Cap Value Fund			Small/Mid Cap Core Fund
ASSETS:
Investments, at value (cost 146,447,673, $161,466,260, and $77,403,041, respectively)1	$	186,913,765		$	206,493,868		$	93,090,783
Cash		3,463			48,962			26,908
Income receivable		141,562			246,759			63,881
Receivable for dividend reclaims		—			13,392			—
Receivable for investment securities sold		802,040			—			599,878
Receivable for fund shares sold		587,822			630,295			193,762
Receivable from securities lending agent (See Note 6)		—			—			15,207
Other assets		18,057			17,559			18,513
Total Assets		188,466,799			207,450,835			94,008,932
LIABILITIES:
Payable for collateral on securities loaned		6,000,926			7,421,930			8,242,073
Payable to securities lending agent (See Note 6)		4,786			4,016			—
Payable for investment securities purchased		787,461			—			560,600
Payable for fund shares redeemed		209,430			223,734			78,399
Payable to Investment Advisor		112,507			116,947			55,472
Other accrued expenses		161,096			159,492			89,320
Total Liabilities		7,276,206			7,926,119			9,025,864
NET ASSETS	$	181,190,593		$	199,524,716		$	84,983,068
NET ASSETS CONSIST OF:
Capital stock		202,515,767			326,720,994			94,289,652
Unrealized appreciation on investments		40,466,092			45,027,608			15,687,742
Accumulated undistributed net investment income (loss)		62,114			525,829			(62,048	)
Accumulated undistributed net realized loss		(61,853,380	)		(172,749,715	)		(24,932,278	)
Total Net Assets	$	181,190,593		$	199,524,716		$	84,983,068
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		4,015,917			6,409,964			3,283,565
Net assets		44,994,114			60,452,681			44,361,656
Net asset value, offering and redemption price per share	$	11.20		$	9.43		$	13.51
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		12,246,008			14,604,541			3,020,363
Net assets		136,196,479			139,072,035			40,621,412
Net asset value, offering and redemption price per share	$	11.12		$	9.52		$	13.45
1Includes loaned securities with a market value of:	$	5,513,907		$	7,234,414		$	7,965,827

See notes to financial statements.

115

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF ASSETS & LIABILITIES (Continued)

March 31, 2013

	World ex-US Fund			Opportunistic Equity Fund			Global Real Return Fund
ASSETS:
Investments, at value (cost $250,665,046, $135,546,316, and $114,633,826, respectively)1	$	279,587,493		$	159,395,415		$	114,493,707
Foreign currencies (cost $1,137,719, $0, and $0, respectively)		1,158,403			—			—
Cash		199,580			38,404			—
Income receivable		912,129			145,199			11
Receivable for dividend reclaims		169,774			—			—
Receivable for investment securities and foreign currencies sold		1,863,750			1,241,250			—
Receivable for fund shares sold		887,946			304,474			105,114
Other assets		20,538			25,138			27,259
Total Assets		284,799,613			161,149,880			114,626,091
LIABILITIES:
Payable for collateral on securities loaned		297,792			5,228,051			31,804,600
Payable to securities lending agent (See Note 6)		5,588			—			—
Payable for investment securities purchased		1,302,627			769,549			—
Payable for fund shares redeemed		338,024			205,300			178,419
Payable to Investment Advisor		156,620			108,041			45,848
Other accrued expenses		288,601			121,556			136,054
Total Liabilities		2,389,252			6,432,497			32,164,921
NET ASSETS	$	282,410,361		$	154,717,383		$	82,461,170
NET ASSETS CONSIST OF:
Capital stock		471,022,314			138,381,303			91,508,481
Unrealized appreciation (depreciation) on:
Investments		28,922,447			23,849,099			(140,119	)
Foreign currencies		(11,613	)		—			—
Accumulated undistributed net investment income (loss)		2,777,603			159,773			14,888
Accumulated undistributed net realized loss		(220,300,390	)		(7,672,792	)		(8,922,080	)
Total Net Assets	$	282,410,361		$	154,717,383		$	82,461,170
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		10,565,402			5,961,387			1,244,155
Net assets		85,157,441			67,574,510			11,681,383
Net asset value, offering and redemption price per share	$	8.06		$	11.34		$	9.39
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		24,504,047			7,732,872			7,510,001
Net assets		197,252,920			87,142,873			70,779,787
Net asset value, offering and redemption price per share	$	8.05		$	11.27		$	9.42
1Includes loaned securities with a market value of:	$	275,830		$	5,101,789		$	30,817,207

See notes to financial statements.

116

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF ASSETS & LIABILITIES (Continued)

March 31, 2013

	Core Fixed Income Fund		Tax-Exempt Fixed Income Fund			Opportunistic Fixed Income Fund
ASSETS:
Investments, at value (cost $403,299,231, $68,889,301, and $240,074,328, respectively)1	$	414,536,757	$	75,092,535		$	245,463,788
Appreciation of swap agreements		—		—			88,084
Foreign currencies (cost $0, $0, and $3,820,112, respectively)		—		—			3,803,507
Cash		899,039		—			24,907
Income receivable		2,431,491		968,093			2,256,117
Receivable for dividend reclaims		—		—			3,325
Receivable for investment securities and foreign currencies sold		2,127,637		—			2,378,562
Receivable for fund shares sold		1,785,786		297,993			1,462,858
Swap premiums paid		—		—			383,418
Deposits with brokers for forwards, options and swaps		—		—			330,000
Appreciation of forward foreign currency contracts		—		—			5,380,715
Other assets		90,444		40,210			29,822
Total Assets		421,871,154		76,398,831			261,605,103
LIABILITIES:
Depreciation of forward foreign currency contracts		—		—			1,527,628
Depreciation on swap agreements		—		—			155,024
Payable for collateral on securities loaned		1,569,991		—			—
Payable to securities lending agent (See Note 6)		817		—			—
Payable for investment securities and foreign currencies purchased		2,752,458		488,511			1,246,504
Payable for fund shares redeemed		1,497,136		41,859			3,055,738
Payable to Investment Advisor		169,667		28,261			135,495
Swap premiums received		—		—			509,223
Variation margin on futures contracts		—		—			5,384
Other accrued expenses		338,096		100,327			334,979
Total Liabilities		6,328,165		658,958			6,969,975
NET ASSETS	$	415,542,989	$	75,739,873		$	254,635,128
NET ASSETS CONSIST OF:
Capital stock		403,033,896		73,796,721			246,491,161
Unrealized appreciation (depreciation) on:
Investments		11,237,534		6,203,234			5,389,460
Foreign currencies		—		—			(31,037	)
Swaps		—		—			(66,940	)
Forward currency exchange contracts		—		—			3,853,087
Futures contracts		—		—			(130,503	)
Accumulated undistributed net investment income (loss)		176,482		68,147			(1,481,815	)
Accumulated undistributed net realized gain (loss)		1,095,077		(4,328,229	)		611,715
Total Net Assets	$	415,542,989	$	75,739,873		$	254,635,128
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		13,627,799		—			10,141,852
Net assets		134,362,492		—			104,141,739
Net asset value, offering and redemption price per share	$	9.86		—		$	10.27
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		28,451,675		6,474,779			14,638,386
Net assets		281,180,497		75,739,873			150,493,389
Net asset value, offering and redemption price per share	$	9.88	$	11.70		$	10.28
1Includes loaned securities with a market value of:	$	1,530,699	$	—		$	—

See notes to financial statements.

117

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF ASSETS & LIABILITIES (Continued)

March 31, 2013

	Strategic Asset Allocation Fund			Tactical ConstrainedSM Asset Allocation Fund			Tactical UnconstrainedSM Asset Allocation Fund			Absolute Return Asset Allocation Fund
ASSETS:
Investments, at value (cost $121,739,215, $96,888,236, $229,567,316, and $433,296,238, respectively)1	$	133,375,968		$	103,870,132		$	244,173,134		$	439,139,395
Investments in affiliates, at value (cost $118,024,211, $124,278,013, $76,183,744 and $89,901,330, respectively)		136,280,685			140,605,595			91,838,594			92,840,577
Cash		137,274			51,683			91,971			3,907
Income receivable		172,643			152,483			280,438			617,970
Receivable for fund shares sold		1,799,107			1,740,635			1,280,801			1,845,238
Other assets		28,568			35,266			39,635			48,146
Total Assets		271,794,245			246,455,794			337,704,573			534,495,233
LIABILITIES:
Payable for collateral on securities loaned		21,329,599			15,311,873			24,743,125			21,172,507
Payable for investment securities purchased		1,065,192			1,005,482			1,300,637			1,883,933
Payable for fund shares redeemed		90,719			64,878			105,321			459,599
Payable to Investment Advisor		15,632			25,193			86,127			172,601
Other accrued expenses		286,050			263,597			342,787			531,936
Total Liabilities		22,787,192			16,671,023			26,577,997			24,220,576
NET ASSETS	$	249,007,053		$	229,784,771		$	311,126,576		$	510,274,657
NET ASSETS CONSIST OF:
Capital stock		220,634,800			207,057,962			281,852,037			502,419,212
Unrealized appreciation on:
Investments		11,636,753			6,981,896			14,605,818			5,843,157
Investments in affiliates		18,256,474			16,327,582			15,654,850			2,939,247
Accumulated undistributed net investment income (loss)		(292,420	)		65,093			(30,953	)		1,979,089
Accumulated undistributed net realized loss		(1,228,554	)		(647,762	)		(955,176	)		(2,906,048	)
Total Net Assets	$	249,007,053		$	229,784,771		$	311,126,576		$	510,274,657
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		86,282			84,336			79,088			56,068
Net assets		884,658			879,348			810,333			569,773
Net asset value, offering and redemption price per share	$	10.25		$	10.43		$	10.25		$	10.16
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		24,181,650			21,923,550			30,226,593			50,126,371
Net assets		248,122,395			228,905,423			310,316,243			509,704,884
Net asset value, offering and redemption price per share	$	10.26		$	10.44		$	10.27		$	10.17
1Includes loaned securities with a market value of:	$	20,668,407		$	14,936,110		$	24,185,761		$	20,691,438

See notes to financial statements.

118

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF ASSETS & LIABILITIES (Continued)

March 31, 2013

	Multi-Asset Income Asset Allocation Fund		Fixed Income Allocation Fund			Altegris® Multi-Strategy Alternative Allocation Fund
ASSETS:
Investments, at value (cost $79,668,985, $178,208,644, and $3,561,497, respectively)1	$	82,373,886	$	177,211,408		$	3,561,497
Investments in affiliates, at value (cost $4,439,705, $72,375,958, and $157,796,072, respectively)		4,578,424		71,944,038			158,062,304
Cash		34,735		14,558			—
Income receivable		54,780		33,748			231
Receivable for investment securities sold		—		693,949			—
Receivable for fund shares sold		695,280		1,007,021			654,443
Other assets		31,190		31,230			20,654
Total Assets		87,768,295		250,935,952			162,299,129
LIABILITIES:
Payable for collateral on securities loaned		13,230,715		21,608,881			—
Payable for investment securities purchased		1,136,733		88,511			335,305
Payable for fund shares redeemed		22,505		604,402			67,807
Payable to Investment Advisor		16,141		48,298			—
Other accrued expenses		92,579		266,077			158,463
Total Liabilities		14,498,673		22,616,169			561,575
NET ASSETS	$	73,269,622	$	228,319,783		$	161,737,554
NET ASSETS CONSIST OF:
Capital stock		69,969,385		228,801,457			161,591,969
Unrealized appreciation (depreciation) on:
Investments		2,704,901		(997,236	)		—
Investments in affiliates		138,719		(431,920	)		266,232
Accumulated undistributed net investment income		377,469		596,489			18,359
Accumulated undistributed net realized gain (loss)		79,148		350,993			(139,006	)
Total Net Assets	$	73,269,622	$	228,319,783		$	161,737,554
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		—		50,391			51,382
Net assets		—		503,918			514,104
Net asset value, offering and redemption price per share		—	$	10.00		$	10.01
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		6,922,220		22,820,774			16,122,685
Net assets		73,269,622		227,815,865			161,223,450
Net asset value, offering and redemption price per share	$	10.58	$	9.98		$	10.00
1Includes loaned securities with a market value of:	$	12,924,266	$	21,080,267		$	—

See notes to financial statements.

119

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF OPERATIONS

For the Year Ended March 31, 2013

	Large Cap Growth Fund			Large Cap Value Fund			Small/Mid Cap Core Fund
INVESTMENT INCOME:
Dividend income (net of withholding tax of $130, $16,414,
and $0, respectively)	$	3,045,018		$	5,302,833		$	1,327,190
Interest income		4,303			1,853			1,956
Total investment income		3,049,321			5,304,686			1,329,146
EXPENSES:
Investment advisory fees		1,249,893			1,318,651			592,024
Distribution (12b-1) fees – Service Shares		352,268			351,396			105,744
Administrative service fees – Service Shares		352,268			351,396			105,744
Shareholder servicing fees – Service Shares		103,165			102,957			29,608
Custody fees		81,918			26,531			54,459
Administration fees		65,859			70,379			30,061
Legal fees		64,724			98,347			38,695
Federal and state registration fees		50,453			48,835			46,511
Fund accounting fees		38,511			39,528			20,451
Audit and tax fees		32,948			32,934			29,973
Directors’ fees and expenses		31,414			32,940			15,876
Reports to shareholders		27,123			29,259			12,099
Transfer agent fees and expenses		13,774			14,030			9,399
Insurance fees		9,240			9,544			3,684
Compliance fees		7,018			7,356			3,178
Total expenses		2,480,576			2,534,083			1,097,506
Expense recapture (reimbursement) by Advisor (See Note 3)		2,135			—			(9,272	)
Less securities lending credit (See Note 6)		(49,380	)		(8,160	)		(32,525	)
Net expenses		2,433,331			2,525,923			1,055,709
Net investment income		615,990			2,778,763			273,437
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Net realized gain on investments		12,907,901			1,243,514			5,068,942
Net change in unrealized appreciation (depreciation) on
investments		(6,127,721	)		19,933,765			7,546,233
Net realized and unrealized gain		6,780,180			21,177,279			12,615,175
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS	$	7,396,170		$	23,956,042		$	12,888,612

See notes to financial statements.

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STATEMENTS OF OPERATIONS (Continued)

For the Year Ended March 31, 2013

	World ex-US Fund			Opportunistic Equity Fund			Global Real Return Fund
INVESTMENT INCOME:
Dividend income (net of withholding tax of $792,227, $1,791,
and $0, respectively)	$	6,717,867		$	2,772,021		$	2,205,608
Interest income		3,381			10,264			3,996
Total investment income		6,721,248			2,782,285			2,209,604
EXPENSES:
Investment advisory fees		1,827,904			1,171,961			653,256
Distribution (12b-1) fees – Service Shares		486,113			227,107			221,730
Administrative service fees – Service Shares		486,113			227,107			221,730
Shareholder servicing fees – Service Shares		136,112			63,590			62,084
Custody fees		466,275			28,445			19,573
Administration fees		96,405			53,894			40,647
Legal fees		106,846			92,051			37,988
Federal and state registration fees		54,840			57,391			46,525
Fund accounting fees		147,317			33,384			18,090
Audit and tax fees		31,868			29,991			17,002
Directors’ fees and expenses		46,275			29,480			20,906
Reports to shareholders		34,937			25,749			8,804
Transfer agent fees and expenses		17,437			10,464			12,902
Insurance fees		12,136			7,059			4,587
Compliance fees		10,615			5,575			3,692
Total expenses		3,961,193			2,063,248			1,389,516
Expense reimbursement by Advisor (See Note 3)		(142,200	)		(18,376	)		—
Less securities lending credit (See Note 6)		(886	)		(8,645	)		(77,165	)
Net expenses		3,818,107			2,036,227			1,312,351
Net investment income		2,903,141			746,058			897,253
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Net realized gain (loss) on:
Investments		(4,073,079	)		4,854,198			(4,756,580	)
Foreign currencies		(106,587	)		—			—
Total		(4,179,666	)		4,854,198			(4,756,580	)
Net change in unrealized appreciation (depreciation) on:
Investments		25,826,429			13,201,143			4,879,279
Foreign currencies		(8,390	)		—			—
Total		25,818,039			13,201,143			4,879,279
Net realized and unrealized gain		21,638,373			18,055,341			122,699
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS	$	24,541,514		$	18,801,399		$	1,019,952

See notes to financial statements.

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STATEMENTS OF OPERATIONS (Continued)

For the Year Ended March 31, 2013

	Core Fixed Income Fund			Tax-Exempt Fixed Income Fund			Opportunistic Fixed Income Fund
INVESTMENT INCOME:
Dividend income (net of withholding tax of $0, $0, $14,911)	$	9,053		$	—		$	339,018
Interest income (net of withholding tax of $0, $0, $201,172)		10,343,267			3,301,520			13,043,580
Total investment income		10,352,320			3,301,520			13,382,598
EXPENSES:
Investment advisory fees		2,245,480			404,636			1,820,884
Distribution (12b-1) fees – Service Shares		919,158			202,318			444,610
Administrative service fees – Service Shares		919,158			202,318			444,610
Shareholder servicing fees – Service Shares		308,100			64,743			144,282
Custody fees		69,955			11,344			199,038
Administration fees		166,780			31,056			108,071
Legal fees		230,686			26,863			126,905
Federal and state registration fees		44,238			49,408			60,373
Fund accounting fees		200,588			39,869			194,645
Audit and tax fees		37,993			27,503			44,242
Directors’ fees and expenses		82,733			14,251			46,216
Reports to shareholders		61,027			8,206			32,319
Transfer agent fees and expenses		26,306			6,973			15,876
Insurance fees		24,874			4,712			9,412
Compliance fees		17,282			3,479			9,568
Total expenses		5,354,358			1,097,679			3,701,051
Expense reimbursement by Advisor (See Note 3)		(24,268	)		(53,717	)		(82,362	)
Less securities lending credit (See Note 6)		(1,255	)		—			—
Net expenses		5,328,835			1,043,962			3,618,689
Net investment income		5,023,485			2,257,558			9,763,909
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Net realized gain (loss) on:
Investments		8,864,753			1,992,488			1,821,569
Foreign currencies		—			—			(147,803	)
Forward currency exchange contracts		—			—			4,235,304
Forward sale commitments		(371,406	)		—			—
Swaps		—			—			(1,712,489	)
Futures contracts		460,104			—			(442,195	)
Written Options		—			—			183,971
Total		8,953,451			1,992,488			3,938,357
Net change in unrealized appreciation (depreciation) on:
Investments		3,588,507			(279,838	)		9,105,830
Foreign currencies		—			—			(29,295	)
Forward currency contracts		—			—			2,397,330
Forward sale commitments		3,125			—			—
Swaps		—			—			(16,597	)
Futures contracts		198,569			—			(103,448	)
Written Options		—			—			(141,239	)
Total		3,790,201			(279,838	)		11,212,581
Net realized and unrealized gain		12,743,652			1,712,650			15,150,938
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS	$	17,767,137		$	3,970,208		$	24,914,847

See notes to financial statements.

122

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STATEMENTS OF OPERATIONS (Continued)

For the Year Ended March 31, 2013

	Strategic Asset Allocation Fund			Tactical ConstrainedSM Asset Allocation Fund			Tactical UnconstrainedSM Asset Allocation Fund			Absolute Return Asset Allocation Fund
INVESTMENT INCOME:
Dividend income	$	2,317,830		$	2,023,992		$	3,914,253		$	9,821,901
Dividends from affiliate investments		1,174,406			1,671,924			1,159,229			1,849,307
Interest income		5,997			5,662			7,484			12,800
Total investment income		3,498,233			3,701,578			5,080,966			11,684,008
EXPENSES:
Investment advisory fees		486,217			464,995			866,360			1,396,688
Distribution (12b-1) fees – Service Shares		485,478			464,260			618,155			997,171
Administrative service fees – Service Shares		485,478			464,260			618,155			997,171
Shareholder servicing fees – Service Shares		194,191			185,704			247,261			398,869
Custody fees		58,604			81,569			114,283			141,569
Administration fees		78,097			75,063			99,048			160,324
Legal fees		60,312			57,890			76,789			120,514
Federal and state registration fees		51,144			48,970			58,197			79,952
Fund accounting fees		28,350			27,684			36,733			58,384
Audit and tax fees		16,149			16,449			16,449			16,449
Directors’ fees and expenses		28,566			27,485			36,772			56,676
Reports to shareholders		21,747			21,194			26,071			32,322
Transfer agent fees and expenses		9,283			9,106			10,340			14,160
Insurance fees		4,609			4,550			6,051			8,317
Compliance fees		7,497			7,212			9,402			15,648
Total expenses		2,015,722			1,956,391			2,840,066			4,494,214
Expense recapture (reimbursement) by Advisor
(See Note 3)		(14,630	)		(13,560	)		(12,695	)		31,499
Less securities lending credit (See Note 6)		(58,110	)		(84,675	)		(106,275	)		(137,285	)
Net expenses		1,942,982			1,858,156			2,721,096			4,388,428
Net investment income		1,555,251			1,843,422			2,359,870			7,295,580
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Net realized gain (loss) on:
Investments		464,646			1,383,914			5,039,177			(2,176,876	)
Investments in affiliates		(571,277	)		(71,183	)		(949,867	)		148,319
Total		(106,631	)		1,312,731			4,089,310			(2,028,557	)
Net change in unrealized appreciation on:
Investments		7,836,218			3,577,065			9,624,470			4,119,824
Investments in affiliates		12,628,536			10,807,207			9,626,562			2,101,797
Total		20,464,754			14,384,272			19,251,032			6,221,621
Net realized and unrealized gain		20,358,123			15,697,003			23,340,342			4,193,064
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS	$	21,913,374		$	17,540,425		$	25,700,212		$	11,488,644

See notes to financial statements.

123

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STATEMENTS OF OPERATIONS (Continued)

For the Period August 31, 2012¹ through March 31, 2013

	Multi-Asset Income Asset Allocation Fund			Fixed Income Allocation Fund			Altegris® Multi-Strategy Alternative Allocation Fund
INVESTMENT INCOME:
Dividend income	$	1,601,014		$	2,012,717		$	—
Dividends from affiliate investments		63,267			1,612,901			1,038,662
Interest income		1,101			3,976			1,990
Total investment income		1,665,382			3,629,594			1,040,652
EXPENSES:
Investment advisory fees		116,937			315,680			32,195
Distribution (12b-1) fees – Service Shares		83,526			315,289			218,292
Administrative service fees – Service Shares		83,526			315,289			53,616
Shareholder servicing fees – Service Shares		33,411			126,116			87,317
Custody fees		26,382			38,668			21,215
Administration fees		12,163			47,149			34,021
Legal fees		26,779			101,055			86,565
Federal and state registration fees		32,385			55,557			45,925
Fund accounting fees		1,445			4,119			2,492
Audit and tax fees		16,443			16,443			16,443
Directors’ fees and expenses		3,807			14,888			10,312
Reports to shareholders		3,844			15,320			11,754
Transfer agent fees and expenses		1,021			5,996			2,249
Insurance fees		560			1,060			1,060
Compliance fees		987			3,911			2,685
Total expenses		443,216			1,376,540			626,141
Expense reimbursement by Advisor (See Note 3)		(20,380	)		—			—
Less securities lending credit (See Note 6)		(55,320	)		(77,710	)		—
Net expenses		367,516			1,298,830			626,141
Net investment income		1,297,866			2,330,764			414,511
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain (loss) on:
Investments		73,320			123,584			—
Investments in affiliates		5,828			258,054			(139,006	)
Total		79,148			381,638			(139,006	)
Net change in unrealized appreciation (depreciation) on:
Investments		2,704,901			(997,236	)		—
Investments in affiliates		138,719			(431,920	)		266,232
Total		2,843,620			(1,429,156	)		266,232
Net realized and unrealized gain (loss)		2,922,768			(1,047,518	)		127,226
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS	$	4,220,634		$	1,283,246		$	541,737
1 Commencement of operations.

See notes to financial statements.

124

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STATEMENTS OF CHANGES IN NET ASSETS

	Large Cap Growth Fund							Large Cap Value Fund
	Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012
OPERATIONS:
Net investment income (loss)	$	615,990		$	(449,570	)	$	2,778,763		$	2,298,446
Net realized gain on investment transactions		12,907,901			25,379,781			1,243,514			33,842,641
Change in unrealized appreciation (depreciation) on investments		(6,127,721	)		(12,286,197	)		19,933,765			(28,443,449	)
Net increase in net assets resulting from operations		7,396,170			12,644,014			23,956,042			7,697,638
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		21,114,514			31,939,165			28,863,915			41,284,965
Shares issued to holders in reinvestment of dividends		245,969			—			973,550			559,662
Shares redeemed		(10,260,736	)		(3,895,350	)		(15,604,223	)		(5,173,389	)
Net increase		11,099,747			28,043,815			14,233,242			36,671,238
Service Shares
Shares sold		21,361,024			112,113,323			20,957,853			114,824,850
Shares issued to holders in reinvestment of dividends		236,843			—			1,840,459			1,676,458
Shares redeemed		(58,405,005	)		(163,945,672	)		(61,447,421	)		(155,967,475	)
Net decrease		(36,807,138	)		(51,832,349	)		(38,649,109	)		(39,466,167	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		(245,969	)		—			(973,550	)		(559,662	)
Net investment income – Service Shares		(236,885	)		—			(1,840,687	)		(1,676,610	)
Total dividends and distributions		(482,854	)		—			(2,814,237	)		(2,236,272	)
INCREASE (DECREASE) IN NET ASSETS		(18,794,075	)		(11,144,520	)		(3,274,062	)		2,666,437
NET ASSETS:
Beginning of year		199,984,668			211,129,188			202,798,778			200,132,341
End of year (including undistributed net investment income (loss) of $62,114, $(71,022), $525,829 and $561,303, respectively)	$	181,190,593		$	199,984,668		$	199,524,716		$	202,798,778
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		2,048,776			3,362,999			3,437,991			5,351,797
Shares issued to holders in reinvestment of dividends		24,044			—			115,350			74,821
Shares redeemed		(991,010	)		(428,892	)		(1,875,144	)		(694,851	)
Net increase		1,081,810			2,934,107			1,678,197			4,731,767
Service Shares
Shares sold		2,059,739			11,684,957			2,429,746			14,492,557
Shares issued to holders in reinvestment of dividends		23,288			—			215,763			221,754
Shares redeemed		(5,725,792	)		(16,938,911	)		(7,295,530	)		(19,524,651	)
Net decrease		(3,642,765	)		(5,253,954	)		(4,650,021	)		(4,810,340	)

See notes to financial statements.

125

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Small/Mid Cap Core Fund						World ex-US Fund
	Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012
OPERATIONS:
Net investment income (loss)	$	273,437		$	(371,574	)	$	2,903,141		$	2,645,204
Net realized gain (loss) on investment transactions		5,068,942			3,417,901			(4,179,666	)		(789,893	)
Change in unrealized appreciation (depreciation) on investments		7,546,233			(3,661,311	)		25,818,039			(23,504,431	)
Net increase (decrease) in net assets resulting from operations		12,888,612			(614,984	)		24,541,514			(21,649,120	)
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		22,445,768			35,637,119			52,506,550			47,752,548
Shares issued to holders in reinvestment of dividends		341,432			—			644,419			536,257
Shares redeemed		(14,900,622	)		(7,995,819	)		(14,909,881	)		(8,429,463	)
Net increase		7,886,578			27,641,300			38,241,088			39,859,342
Service Shares
Shares sold		5,372,925			55,798,047			68,395,204			54,279,153
Shares issued to holders in reinvestment of dividends		126,113			—			1,440,442			2,278,571
Shares redeemed		(18,874,352	)		(47,522,395	)		(74,045,567	)		(115,730,785	)
Net increase (decrease)		(13,375,314	)		8,275,652			(4,209,921	)		(59,173,061	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		(341,432	)		—			(644,419	)		(536,257	)
Net investment income – Service Shares		(126,133	)		—			(1,441,139	)		(2,279,735	)
Total dividends and distributions		(467,565	)		—			(2,085,558	)		(2,815,992	)
INCREASE (DECREASE) IN NET ASSETS		6,932,311			35,301,968			56,487,123			(43,778,831	)
NET ASSETS:
Beginning of year		78,050,757			42,748,789			225,923,238			269,702,069
End of year (including undistributed net investment income (loss) of $(62,048), $(34,662), $2,777,603 and $2,015,901, respectively)	$	84,983,068		$	78,050,757		$	282,410,361		$	225,923,238
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		1,934,772			3,418,942			7,113,356			6,489,227
Shares issued to holders in reinvestment of dividends		28,862			—			82,301			81,251
Shares redeemed		(1,284,015	)		(814,996	)		(2,030,934	)		(1,169,799	)
Net increase		679,619			2,603,946			5,164,723			5,400,679
Service Shares
Shares sold		456,562			4,905,502			9,665,692			7,284,429
Shares issued to holders in reinvestment of dividends		10,697			—			183,965			344,195
Shares redeemed		(1,615,250	)		(4,419,198	)		(9,919,664	)		(15,197,691	)
Net increase (decrease)		(1,147,991	)		486,304			(70,007	)		(7,569,067	)

See notes to financial statements.

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Opportunistic Equity Fund						Global Real Return Fund
	Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012
OPERATIONS:
Net investment income (loss)	$	746,058		$	(122,977	)	$	897,253		$	974,947
Net realized gain (loss) on investment transactions		4,854,198			(12,577,311	)		(4,756,580	)		(4,165,500	)
Change in unrealized appreciation (depreciation) on investments		13,201,143			10,647,956			4,879,279			(5,019,398	)
Net increase (decrease) in net assets resulting from operations		18,801,399			(2,052,332	)		1,019,952			(8,209,951	)
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		29,457,609			52,372,060			8,619,468			10,727,543
Shares issued to holders in reinvestment of dividends		394,887			—			134,336			134,132
Shares redeemed		(17,215,858	)		(9,512,689	)		(7,635,480	)		(458,265	)
Net increase		12,636,638			42,859,371			1,118,324			10,403,410
Service Shares
Shares sold		9,325,458			182,674,884			11,349,361			169,097,947
Shares issued to holders in reinvestment of dividends		191,398			—			733,867			1,004,029
Shares redeemed		(46,106,624	)		(63,026,524	)		(44,895,468	)		(57,155,937	)
Net increase (decrease)		(36,589,768	)		119,648,360			(32,812,240	)		112,946,039
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		(394,887	)		—			(134,336	)		(126,411	)
Net investment income – Service Shares		(191,398	)		—			(733,867	)		(946,234	)
Return of capital – Institutional Shares		—			—			—			(7,721	)
Return of capital – Service Shares		—			—			—			(57,795	)
Total dividends and distributions		(586,285	)		—			(868,203	)		(1,138,161	)
INCREASE (DECREASE) IN NET ASSETS		(5,738,016	)		160,455,399			(31,542,167	)		114,001,337
NET ASSETS:
Beginning of year		160,455,399			—			114,003,337			2,000
End of year (including undistributed net investment income (loss) of $159,773, $0, $14,888 and $(52,927), respectively)	$	154,717,383		$	160,455,399		$	82,461,170		$	114,003,337
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		3,050,070			5,777,090			938,852			1,149,354
Shares issued to holders in reinvestment of dividends		39,568			—			14,261			15,418
Shares redeemed		(1,795,557	)		(1,109,784	)		(823,384	)		(50,346	)
Net increase		1,294,081			4,667,306			129,729			1,114,426
Service Shares
Shares sold		938,744			18,575,216			1,216,621			16,979,915
Shares issued to holders in reinvestment of dividends		19,255			—			77,494			114,746
Shares redeemed		(4,813,453	)		(6,986,890	)		(4,803,833	)		(6,075,142	)
Net increase (decrease)		(3,855,454	)		11,588,326			(3,509,718	)		11,019,519

See notes to financial statements.

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Core Fixed Income Fund						Tax-Exempt Fixed Income Fund
	Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012
OPERATIONS:
Net investment income	$	5,023,485		$	7,479,078		$	2,257,558		$	2,972,685
Net realized gain on investment transactions		8,953,451			11,539,240			1,992,488			1,394,371
Change in unrealized appreciation (depreciation) on investments		3,790,201			6,673,590			(279,838	)		5,756,168
Net increase in net assets resulting from operations		17,767,137			25,691,908			3,970,208			10,123,224
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		126,671,176			68,940,739			—			—
Shares issued to holders in reinvestment of dividends		3,059,578			584,438			—			—
Shares redeemed		(26,205,403	)		(38,116,152	)		—			—
Net increase		103,525,351			31,409,025			—			—
Service Shares
Shares sold		119,713,756			229,985,171			22,814,112			24,438,594
Shares issued to holders in reinvestment of dividends		7,857,792			7,246,292			2,125,734			2,989,714
Shares redeemed		(289,441,078	)		(401,161,022	)		(32,323,200	)		(123,481,858	)
Net decrease		(161,869,530	)		(163,929,559	)		(7,383,354	)		(96,053,550	)
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS:
Net investment income – Institutional Shares		(1,990,436	)		(584,438	)		—			—
Net investment income – Service Shares		(5,184,619	)		(7,246,797	)		(2,255,871	)		(2,990,928	)
Net realized gains – Institutional Shares		(1,069,143	)		—			—			—
Net realized gains – Service Shares		(2,916,872	)		—			—			—
Total dividends and distributions		(11,161,070	)		(7,831,235	)		(2,255,871	)		(2,990,928	)
DECREASE IN NET ASSETS		(51,738,112	)		(114,659,861	)		(5,669,017	)		(88,921,254	)
NET ASSETS:
Beginning of year		467,281,101			581,940,962			81,408,890			170,330,144
End of year (including undistributed net investment income (loss) of $176,482, $920,261, $68,147 and $66,460, respectively)	$	415,542,989		$	467,281,101		$	75,739,873		$	81,408,890
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		12,665,350			7,100,674			—			—
Shares issued to holders in reinvestment of dividends		308,449			59,987			—			—
Shares redeemed		(2,622,197	)		(3,884,464	)		—			—
Net increase		10,351,602			3,276,197			—			—
Service Shares
Shares sold		12,019,198			23,714,369			1,938,340			2,176,388
Shares issued to holders in reinvestment of dividends		789,690			746,764			181,911			266,512
Shares redeemed		(28,860,816	)		(42,102,151	)		(2,745,670	)		(11,311,366	)
Net decrease		(16,051,928	)		(17,641,018	)		(625,419	)		(8,868,466	)

See notes to financial statements.

128

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Opportunistic Fixed Income Fund						Strategic Asset Allocation Fund
	Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2013			April 29, 20111 Ended March 31, 2012
OPERATIONS:
Net investment income	$	9,763,909		$	8,223,478		$	1,555,251		$	791,099
Net realized gain (loss) on investment transactions		3,938,357			(5,030,191	)		(106,631	)		(1,102,775	)
Change in unrealized appreciation (depreciation)
on investments		11,212,581			(2,198,514	)		20,464,754			9,428,473
Net increase in net assets resulting from operations		24,914,847			994,773			21,913,374			9,116,797
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		97,626,601			64,598,842			923,730			—
Shares issued to holders in reinvestment of dividends		3,893,635			1,095,080			5,179			—
Shares redeemed		(40,949,711	)		(27,299,114	)		(88,985	)		—
Net increase		60,570,525			38,394,808			839,924			—
Service Shares
Shares sold		59,196,660			307,026,836			138,739,675			147,611,371
Shares issued to holders in reinvestment of dividends		5,215,889			6,865,088			1,635,557			1,067,171
Shares redeemed		(127,923,371	)		(102,815,560	)		(57,129,975	)		(12,102,934	)
Net increase (decrease)		(63,510,822	)		211,076,364			83,245,257			136,575,608
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS:
Net investment income – Institutional Shares		(3,893,635	)		(1,095,080	)		(5,179	)		—
Net investment income – Service Shares		(5,953,564	)		(6,865,088	)		(1,635,557	)		(1,058,402	)
Return of capital – Service Shares		—			—			—			(8,769	)
Total dividends and distributions		(9,847,199	)		(7,960,168	)		(1,640,736	)		(1,067,171	)
INCREASE IN NET ASSETS		12,127,351			242,505,777			104,357,819			144,625,234
NET ASSETS:
Beginning of year		242,507,777			2,000			144,649,234			24,000
End of year (including distributions in excess of net investment income of $(1,327,640), $(1,703,352), $(292,420) and $(225,273), respectively)	$	254,635,128		$	242,507,777		$	249,007,053		$	144,649,234
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		9,870,100			6,736,982			94,646			—
Shares issued to holders in reinvestment of dividends		387,161			115,534			544			—
Shares redeemed		(4,072,647	)		(2,895,278	)		(8,908	)		—
Net increase		6,184,614			3,957,238			86,282			—
Service Shares
Shares sold		5,969,660			30,996,452			14,796,202			16,559,127
Shares issued to holders in reinvestment of dividends		525,275			721,132			171,442			126,143
Shares redeemed		(12,887,729	)		(10,686,604	)		(6,078,952	)		(1,394,712	)
Net increase (decrease)		(6,392,794	)		21,030,980			8,888,692			15,290,558
1 Date of inception.

See notes to financial statements.

129

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Tactical ConstrainedSM Asset Allocation Fund						Tactical UnconstrainedSM Asset Allocation Fund
	Year Ended March 31, 2013			April 29, 20111 Ended March 31, 2012			Year Ended March 31, 2013			April 29, 20111 Ended March 31, 2012
OPERATIONS:
Net investment income	$	1,843,422		$	935,052		$	2,359,870		$	846,897
Net realized gain (loss) on investment transactions		1,312,731			(1,442,718	)		4,089,310			(4,037,929	)
Change in unrealized appreciation on investments		14,384,272			8,925,206			19,251,032			11,009,636
Net increase in net assets resulting from operations		17,540,425			8,417,540			25,700,212			7,818,604
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		927,302			—			846,923			—
Shares issued to holders in reinvestment of dividends		7,493			—			7,543			—
Shares redeemed		(88,557	)		—			(83,079	)		—
Net increase		846,238			—			771,387			—
Service Shares
Shares sold		134,707,886			147,249,517			183,929,465			195,854,836
Shares issued to holders in reinvestment of dividends		2,344,322			920,562			3,611,304			667,199
Shares redeemed		(66,447,400	)		(12,545,943	)		(83,970,383	)		(18,994,002	)
Net increase		70,604,808			135,624,136			103,570,386			177,528,033
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS:
Net investment income – Institutional Shares		(6,307	)		—			(6,002	)		—
Net investment income – Service Shares		(1,820,997	)		(920,562	)		(2,613,278	)		(667,199	)
From net realized gains – Institutional Shares		(1,186	)		—			(1,541	)		—
From net realized gains – Service Shares		(523,324	)		—			(998,026	)		—
Total dividends and distributions		(2,351,814	)		(920,562	)		(3,618,847	)		(667,199	)
INCREASE IN NET ASSETS		86,639,657			143,121,114			126,423,138			184,679,438
NET ASSETS:
Beginning of year		143,145,114			24,000			184,703,438			24,000
End of year (including undistributed net investment income (loss) of $65,093, $55,710, $(30,953) and $221,133, respectively)	$	229,784,771		$	143,145,114		$	311,126,576		$	184,703,438
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		92,258			—			86,652			—
Shares issued to holders in reinvestment of dividends		764			—			794			—
Shares redeemed		(8,686	)		—			(8,358	)		—
Net increase		84,336			—			79,088			—
CHANGES IN SHARES OUTSTANDING
Service Shares
Shares sold		13,855,679			15,938,306			19,247,387			21,367,013
Shares issued to holders in reinvestment of dividends		238,244			103,318			378,941			75,732
Shares redeemed		(6,831,572	)		(1,382,825	)		(8,763,079	)		(2,081,801	)
Net increase		7,262,351			14,658,799			10,863,249			19,360,944
1 Date of inception.

See notes to financial statements.

130

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Absolute Return Asset Allocation Fund						Multi-Asset Income Asset Allocation Fund
	Year Ended March 31, 2013			April 29, 20111 Ended March 31, 2012			August 31, 20121 Ended March 31, 2013
OPERATIONS:
Net investment income	$	7,295,580		$	1,871,070		$	1,297,866
Net realized gain (loss) on investment transactions		(2,028,557	)		(599,718	)		79,148
Change in unrealized appreciation on investments		6,221,621			2,560,783			2,843,620
Net increase in net assets resulting from operations		11,488,644			3,832,135			4,220,634
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		632,867			—			—
Shares issued to holders in reinvestment of dividends		5,204			—			—
Shares redeemed		(66,753	)		—			—
Net increase		571,318			—			—
Service Shares
Shares sold		389,126,244			259,307,338			78,226,314
Shares issued to holders in reinvestment of dividends		6,375,492			1,125,858			920,397
Shares redeemed		(129,561,042	)		(24,508,776	)		(9,177,326	)
Net increase		265,940,694			235,924,420			69,969,385
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS:
Net investment income – Institutional Shares		(5,017	)		—			—
Net investment income – Service Shares		(6,075,492	)		(1,125,858	)		(920,397	)
Net realized gains – Institutional Shares		(187	)		—			—
Net realized gains – Service Shares		(300,000	)		—			—
Total dividends and distributions		(6,380,696	)		(1,125,858	)		(920,397	)
INCREASE IN NET ASSETS		271,619,960			238,630,697			73,269,622
NET ASSETS:
Beginning of year		238,654,697			24,000			—
End of year (including undistributed net investment income of $1,979,089, $786,432, and $377,469, respectively)	$	510,274,657		$	238,654,697		$	73,269,622
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		62,118			—			—
Shares issued to holders in reinvestment of dividends		515			—			—
Shares redeemed		(6,565	)		—			—
Net increase		56,068			—			—
CHANGES IN SHARES OUTSTANDING
Service Shares
Shares sold		38,501,638			26,122,395			7,722,970
Shares issued to holders in reinvestment of dividends		629,989			114,300			90,324
Shares redeemed		(12,779,147	)		(2,465,204	)		(891,074	)
Net increase		26,352,480			23,771,491			6,922,220
1 Commencement of operations.

See notes to financial statements.

131

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Fixed Income Allocation Fund			Altegris ® Multi-Strategy Alternative Allocation Fund
	August 31, 20121 Ended March 31, 2013			August 31, 20121 Ended March 31, 2013
OPERATIONS:
Net investment income	$	2,330,764		$	414,511
Net realized gain (loss) on investment transactions		381,638			(139,006	)
Change in unrealized appreciation (depreciation)
on investments		(1,429,156	)		266,232
Net increase in net assets resulting from operations		1,283,246			541,737
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		573,305			564,274
Shares issued to holders in reinvestment of dividends		2,558			1,070
Shares redeemed		(70,389	)		(54,444	)
Net increase		505,474			510,900
Service Shares
Shares sold		272,311,878			185,187,805
Shares issued to holders in reinvestment of dividends		1,762,362			395,082
Shares redeemed		(45,778,257	)		(24,501,818	)
Net increase		228,295,983			161,081,069
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS:
Net investment income – Institutional Shares		(2,522	)		(1,070	)
Net investment income – Service Shares		(1,731,753	)		(395,082	)
Net realized gains – Institutional Shares		(36	)		—
Net realized gains – Service Shares		(30,609	)		—
Total dividends and distributions		(1,764,920	)		(396,152	)
INCREASE IN NET ASSETS		228,319,783			161,737,554
NET ASSETS:
Beginning of year		—			—
End of year (including undistributed net investment income of $596,489 and $18,359, respectively)	$	228,319,783		$	161,737,554
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		57,171			56,750
Shares issued to holders in reinvestment of dividends		256			109
Shares redeemed		(7,036	)		(5,477	)
Net increase		50,391			51,382
CHANGES IN SHARES OUTSTANDING
Service Shares
Shares sold		27,217,672			18,551,917
Shares issued to holders in reinvestment of dividends		176,236			40,315
Shares redeemed		(4,573,134	)		(2,469,547	)
Net increase		22,820,774			16,122,685
1 Commencement of operations.

See notes to financial statements.

132

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FINANCIAL HIGHLIGHTS

	Large Cap Growth Fund
	Institutional
	Year Ended March 31, 2013			April 29, 20111 Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$10.68			$10.32
Income from investment operations:
Net investment income		0.08			0.01
Net realized and unrealized gains on investments		0.51			0.35
Total from investment operations		0.59			0.36
Less distributions:
Dividends from net investment income		(0.07	)		—
Total distributions		(0.07	)		—
Net asset value, end of year		$11.20			$10.68
Total return		5.54	%		3.49	%2
Supplemental data and ratios:
Net assets, end of year		$44,994,114			$31,330,264
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.92	%		0.93	%3
After expense reimbursement (recapture) and securities lending credit		0.89	%		0.92	%3
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.81	%		0.33	%3
After expense reimbursement (recapture) and securities lending credit		0.84	%		0.34	%3
Portfolio turnover rate		60.92	%		126.61	%

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

See notes to financial statements.

133

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Large Cap Growth Fund
	Service
	Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010			Year Ended March 31, 2009
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$10.61			$9.99			$8.41			$5.67			$8.81
Income from investment operations:
Net investment income (loss)		0.02			(0.03	)		(0.01	)		0.01			—
Net realized and unrealized gains (losses) on investments		0.51			0.65			1.59			2.75			(3.14	)
Total from investment operations		0.53			0.62			1.58			2.76			(3.14	)
Less distributions:
Dividends from net investment income		(0.02	)		—			—			(0.01	)		—
Dividends from net realized gains		—			—			—			—			—	*
Return of capital		—			—			—			(0.01	)		—
Total distributions		(0.02	)		—			—			(0.02	)		—
Net asset value, end of year		$11.12			$10.61			$9.99			$8.41			$5.67
Total return		5.00	%		6.21	%		18.79	%		48.60	%		-35.63	%
Supplemental data and ratios:
Net assets, end of year		$136,196,479			$168,654,404			$211,129,188			$207,928,223			$203,479,219
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.52	%		1.54	%		1.45	%		1.46	%		1.40	%
After expense reimbursement (recapture) and securities lending credit		1.49	%		1.49	%		1.43	%		1.41	%		1.27	%
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.18	%		-0.32	%		-0.13	%		0.09	%		-0.15	%
After expense reimbursement (recapture) and securities lending credit		0.21	%		-0.27	%		-0.11	%		0.14	%		-0.02	%
Portfolio turnover rate		60.92	%		126.61	%		63.33	%		69.83	%		98.67	%

Portfolio Turnover is calculated for the Fund as a whole.
*	Amount represents less than $0.01 per share.

See notes to financial statements.

134

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Large Cap Value Fund
	Institutional
	Year Ended March 31, 2013			April 29, 20111 Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$8.39			$8.54
Income from investment operations:
Net investment income		0.18			0.13
Net realized and unrealized gains (losses) on investments		1.03			(0.09	)
Total from investment operations		1.21			0.04
Less distributions:
Dividends from net investment income		(0.17	)		(0.19	)
Total distributions		(0.17	)		(0.19	)
Net asset value, end of year		$9.43			$8.39
Total return		14.70	%		0.70	%2
Supplemental data and ratios:
Net assets, end of year		$60,452,681			$39,721,680
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.92	%		0.93	%3
After expense reimbursement (recapture) and securities lending credit		0.91	%		0.92	%3
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.89	%		1.89	%3
After expense reimbursement (recapture) and securities lending credit		1.90	%		1.90	%3
Portfolio turnover rate		27.02	%		95.12	%

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

See notes to financial statements.

135

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Large Cap Value Fund
	Service
	Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010			Year Ended March 31, 2009
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$8.47			$8.32			$7.44			$4.85			$9.85
Income from investment operations:
Net investment income		0.14			0.10			0.09			0.10			0.19
Net realized and unrealized gains (losses) on investments		1.03			0.13			0.88			2.60			(4.99	)
Total from investment operations		1.17			0.23			0.97			2.70			(4.80	)
Less distributions:
Dividends from net investment income		(0.12	)		(0.08	)		(0.09	)		(0.11	)		(0.20	)
Dividends from net realized gains		—			—			—			—			—	*
Total distributions		(0.12	)		(0.08	)		(0.09	)		(0.11	)		(0.20	)
Net asset value, end of year		$9.52			$8.47			$8.32			$7.44			$4.85
Total return		13.96	%		2.87	%		13.15	%		55.37	%		-48.85	%
Supplemental data and ratios:
Net assets, end of year		$139,072,035			$163,077,098			$200,132,341			$200,627,939			$180,181,364
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.49	%		1.51	%		1.44	%		1.44	%		1.38	%
After expense reimbursement (recapture) and securities lending credit		1.49	%		1.49	%		1.42	%		1.40	%		1.22	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.33	%		1.13	%		1.13	%		1.27	%		1.60	%
After expense reimbursement (recapture) and securities lending credit		1.33	%		1.15	%		1.15	%		1.31	%		1.76	%
Portfolio turnover rate		27.02	%		95.12	%		16.35	%		26.85	%		58.45	%

Portfolio Turnover is calculated for the Fund as a whole.
*	Amount represents less than $0.01 per share.

See notes to financial statements.

136

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Small/Mid Cap Core Fund
	Institutional
	Year Ended March 31, 2013			April 29, 20111 Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$11.56			$11.99
Income from investment operations:
Net investment income		0.07			—
Net realized and unrealized gains (losses) on investments		1.99			(0.43	)
Total from investment operations		2.06			(0.43	)
Less distributions:
Dividends from net investment income		(0.11	)		—
Total distributions		(0.11	)		—
Net asset value, end of year		$13.51			$11.56
Total return		17.95	%		-3.59	%2
Supplemental data and ratios:
Net assets, end of year		$44,361,656			$30,106,471
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.09	%		1.22	%3
After expense reimbursement (recapture) and securities lending credit		1.05	%		1.09	%3
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.61	%		-0.10	%3
After expense reimbursement (recapture) and securities lending credit		0.65	%		0.03	%3
Portfolio turnover rate		143.14	%		245.95	%

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

See notes to financial statements.

137

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Small/Mid Cap Core Fund
	Service
	Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010			Year Ended March 31, 2009
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$11.50			$11.61			$9.46			$5.69			$9.24
Income from investment operations:
Net investment income (loss)		—			(0.09	)		(0.05	)		0.01			0.08
Net realized and unrealized gains (losses) on investments		1.99			(0.02	)		2.20			3.78			(3.56	)
Total from investment operations		1.99			(0.11	)		2.15			3.79			(3.48	)
Less distributions:
Dividends from net investment income		(0.04	)		—			—			—*			(0.07	)
Return of capital		—			—			—			(0.02	)		—*
Total distributions		(0.04	)		—			—			(0.02	)		(0.07	)
Net asset value, end of year		$13.45			$11.50			$11.61			$9.46			$5.69
Total return		17.32	%		-0.95	%		22.73	%		66.39	%		-37.59	%
Supplemental data and ratios:
Net assets, end of year		$40,621,412			$47,944,286			$42,748,789			$42,649,488			$45,179,654
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.66	%		1.74	%		1.71	%		1.67	%		1.59	%
After expense reimbursement (recapture) and securities lending credit		1.59	%		1.59	%		1.59	%		1.59	%		1.28	%
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.01	%		-0.82	%		-0.66	%		-0.06	%		0.58	%
After expense reimbursement (recapture) and securities lending credit		0.08	%		-0.67	%		-0.54	%		0.02	%		0.89	%
Portfolio turnover rate		143.14	%		245.95	%		44.75	%		52.31	%		65.97	%

Portfolio Turnover is calculated for the Fund as a whole.
*	Amount represents less than $0.01 per share.

See notes to financial statements.

138

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	World ex-US Fund
	Institutional
	Year Ended March 31, 2013			April 29, 20111 Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$7.52			$8.75
Income from investment operations:
Net investment income		0.13			0.07
Net realized and unrealized gains (losses) on investments		0.48			(1.17	)
Total from investment operations		0.61			(1.10	)
Less distributions:
Dividends from net investment income		(0.07	)		(0.13	)
Total distributions		(0.07	)		(0.13	)
Net asset value, end of year		$8.06			$7.52
Total return		8.09	%		-12.34	%2
Supplemental data and ratios:
Net assets, end of year		$85,157,441			$40,623,156
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.09	%		1.08	%3
After expense reimbursement (recapture) and securities lending credit		1.09	%		1.08	%3
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.44	%		1.13	%3
After expense reimbursement (recapture) and securities lending credit		1.44	%		1.13	%3
Portfolio turnover rate		75.34	%		164.90	%

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

See notes to financial statements.

139

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	World ex-US Fund
	Service
	Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010			Year Ended March 31, 2009
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$7.54			$8.39			$8.01			$5.80			$11.96
Income from investment operations:
Net investment income		0.08			0.12			0.11			0.20			0.25
Net realized and unrealized gains (losses) on investments		0.49			(0.88	)		0.40			2.22			(6.26	)
Total from investment operations		0.57			(0.76	)		0.51			2.42			(6.01	)
Less distributions:
Dividends from net investment income		(0.06	)		(0.09	)		(0.13	)		(0.21	)		(0.07	)
Dividends from net realized gains		—			—			—			—			(0.08	)
Total distributions		(0.06	)		(0.09	)		(0.13	)		(0.21	)		(0.15	)
Net asset value, end of year		$8.05			$7.54			$8.39			$8.01			$5.80
Total return		7.53	%		-8.92	%		6.48	%		41.68	%		-50.42	%
Supplemental data and ratios:
Net assets, end of year		$197,252,920			$185,300,082			$269,702,069			$269,621,569			$223,339,201
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.66	%		1.66	%		1.50	%		1.53	%		1.53	%
After expense reimbursement (recapture) and securities lending credit		1.59	%		1.59	%		1.50	%		1.53	%		1.52	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.93	%		1.11	%		1.34	%		2.01	%		1.94	%
After expense reimbursement (recapture) and securities lending credit		1.00	%		1.18	%		1.34	%		2.01	%		1.95	%
Portfolio turnover rate		75.34	%		164.90	%		47.34	%		65.33	%		144.98	%

Portfolio Turnover is calculated for the Fund as a whole.

See notes to financial statements.

140

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Opportunistic Equity Fund
	Institutional						Service
	Year Ended March 31, 2013			April 29, 20111 Through March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$9.91			$10.21			$9.86			$10.00
Income from investment operations:
Net investment income (loss)		0.08			0.02			0.03			(0.02	)
Net realized and unrealized gains (losses) on investments		1.42			(0.32	)		1.40			(0.12	)
Total from investment operations		1.50			(0.30	)		1.43			(0.14	)
Less distributions:
Dividends from net investment income		(0.07	)		—			(0.02	)		—
Total distributions		(0.07	)		—			(0.02	)		—
Net asset value, end of year		$11.34			$9.91			$11.27			$9.86
Total return		15.22	%		-2.94	%2		14.56	%		-1.40	%
Supplemental data and ratios:
Net assets, end of year	$67,574,510			$46,233,165			$87,142,873			$114,222,234
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.06	%		1.05	%3		1.63	%		1.63	%
After expense reimbursement (recapture) and securities lending credit		1.05	%		1.03	%3		1.60	%		1.60	%
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.86	%		0.45	%3		0.26	%		-0.19	%
After expense reimbursement (recapture) and securities lending credit		0.87	%		0.47	%3		0.29	%		-0.16	%
Portfolio turnover rate		78.58	%		91.59	%		78.58	%		91.59	%

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

See notes to financial statements.

141

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Global Real Return Fund
	Institutional						Service
	Year Ended March 31, 2013			April 29, 20111 Through March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$9.35			$10.31			$9.40			$10.00
Income from investment operations:
Net investment income		0.14			0.10			0.08			0.07
Net realized and unrealized gains (losses) on investments		0.02			(0.88	)		0.02			(0.59	)
Total from investment operations		0.16			(0.78	)		0.10			(0.52	)
Less distributions:
Dividends from net investment income		(0.12	)		(0.17	)		(0.08	)		(0.08	)
Return of capital		—			(0.01	)		—			—	*
Total distributions		(0.12	)		(0.18	)		(0.08	)		(0.08	)
Net asset value, end of year		$9.39			$9.35			$9.42			$9.40
Total return		1.73	%		-7.48	%2		1.05	%		-5.09	%
Supplemental data and ratios:
Net assets, end of year		$11,681,383			$10,423,221			$70,779,787		$103,580,116
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.88	%		0.89	%3		1.45	%		1.47	%
After expense reimbursement (recapture) and securities lending credit		0.80	%		0.82	%3		1.37	%		1.44	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.22	%		1.08	%3		0.76	%		0.72	%
After expense reimbursement (recapture) and securities lending credit		1.30	%		1.15	%3		0.84	%		0.75	%
Portfolio turnover rate		35.26	%		55.11	%		35.26	%		55.11	%

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

See notes to financial statements.

142

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Core Fixed Income Fund
	Institutional
	Year Ended March 31, 2013			April 29, 20111 Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$9.77			$9.48
Income from investment operations:
Net investment income		0.17			0.21
Net realized and unrealized gains on investments		0.23			0.31
Total from investment operations		0.40			0.52
Less distributions:
Dividends from net investment income		(0.21	)		(0.23	)
Dividends from net realized gains		(0.10	)		—
Total distributions		(0.31	)		(0.23	)
Net asset value, end of year		$9.86			$9.77
Total return		4.12	%		5.56	%2
Supplemental data and ratios:
Net assets, end of year		$134,362,492			$31,999,581
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.72	%		0.70	%3
After expense reimbursement (recapture) and securities lending credit		0.72	%		0.69	%3
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.53	%		2.14	%3
After expense reimbursement (recapture) and securities lending credit		1.53	%		2.15	%3
Portfolio turnover rate	213.80		%	427.36		%

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

See notes to financial statements.

143

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Core Fixed Income Fund
	Service
	Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010			Year Ended March 31, 2009
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$9.78			$9.36			$9.10			$7.92			$9.20
Income from investment operations:
Net investment income		0.11			0.17			0.21			0.33			0.41
Net realized and unrealized gains (losses) oninvestments		0.24			0.42			0.29			1.17			(1.11	)
Totalfrom investment operations		0.35			0.59			0.50			1.50			(0.70	)
Less distributions:
Dividends from net investment income		(0.15	)		(0.17	)		(0.24	)		(0.32	)		(0.40	)
Dividendsfrom net realized gains		(0.10	)		—			—			—			(0.18	)
Totaldistributions		(0.25	)		(0.17	)		(0.24	)		(0.32	)		(0.58	)
Net asset value, end of year		$9.88			$9.78			$9.36			$9.10			$7.92
Total return		3.55	%		6.35	%		5.58	%		19.21	%		-7.57	%
Supplemental data and ratios:
Net assets, end of year		$281,180,497			$435,281,520			$581,940,962			$547,963,751			$504,451,429
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.30	%		1.28	%		1.25	%		1.28	%		1.26	%
After expense reimbursement (recapture) and securities lending credit		1.29	%		1.26	%		1.24	%		1.25	%		1.18	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.02	%		1.68	%		2.23	%		3.71	%		4.54	%
After expense reimbursement (recapture) and securities lending credit		1.03	%		1.70	%		2.24	%		3.74	%		4.62	%
Portfolio turnover rate	213.80		%	427.36		%	485.40		%	224.89		%	261.77		%

Portfolio Turnover is calculated for the Fund as a whole.

See notes to financial statements.

144

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Tax-Exempt Fixed Income Fund
	Service
	Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010			Year Ended March 31, 2009
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$11.47			$10.67			$10.94			$10.27			$10.64
Income from investment operations:
Net investment income		0.33			0.37			0.36			0.36			0.34
Net realized and unrealized gains (losses) on investments		0.23			0.80			(0.26	)		0.66			(0.37	)
Totalfrom investment operations		0.56			1.17			0.10			1.02			(0.03	)
Less distributions:
Dividendsfrom net investment income		(0.33	)		(0.37	)		(0.37	)		(0.35	)		(0.34	)
Totaldistributions		(0.33	)		(0.37	)		(0.37	)		(0.35	)		(0.34	)
Net asset value, end of year		$11.70			$11.47			$10.67			$10.94			$10.27
Total return		4.93	%		11.10	%		0.89	%		10.06	%		-0.25	%
Supplemental data and ratios:
Net assets, end of year		$75,739,873			$81,408,890			$170,330,144			$195,328,951			$193,579,910
Ratio of expenses to average net assets
Before expense reimbursement (recapture)		1.36	%		1.31	%		1.29	%		1.30	%		1.30	%
After expense reimbursement (recapture)		1.29	%		1.29	%		1.29	%		1.29	%		1.29	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture)		2.72	%		3.16	%		3.25	%		3.30	%		3.09	%
After expense reimbursement (recapture)		2.79	%		3.18	%		3.25	%		3.31	%		3.10	%
Portfolio turnover rate		30.36	%		38.80	%		38.01	%		57.44	%		44.37	%

See notes to financial statements.

145

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Opportunistic Fixed Income Fund
	Institutional						Service
	Year Ended March 31, 2013			April 29, 20111 Through March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$9.70			$10.07			$9.70			$10.00
Income from investment operations:
Net investment income		0.42			0.35			0.36			0.34
Net realized and unrealized gains (losses) on investments		0.57			(0.34	)		0.58			(0.31	)
Total from investment operations		0.99			0.01			0.94			0.03
Less distributions:
Dividends from net investment income		(0.42	)		(0.38	)		(0.36	)		(0.33	)
Total distributions		(0.42	)		(0.38	)		(0.36	)		(0.33	)
Net asset value, end of year		$10.27			$9.70			$10.28			$9.70
Total return		10.33	%		0.29	%2		9.64	%		0.56	%
Supplemental data and ratios:
Net assets, end of year		$104,141,739			$38,403,168			$150,493,389			$204,104,609
Ratio of expenses to average net assets
Before expense reimbursement (recapture)		1.03	%		1.13	%3		1.61	%		1.63	%
After expense reimbursement (recapture)		1.05	%		1.05	%3		1.55	%		1.55	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture)		4.17	%		4.20	%3		3.52	%		3.49	%
After expense reimbursement (recapture)		4.15	%		4.28	%3		3.58	%		3.57	%
Portfolio turnover rate		101.49	%		86.54	%		101.49	%		86.54	%

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

See notes to financial statements.

146

GuideMark^SM Funds & GuidePath^SM Funds

FINANCIAL HIGHLIGHTS

	Strategic Asset Allocation Fund									Tactical ConstrainedSM Asset Allocation Fund
	Institutional			Service						Institutional			Service
	September 13, 20121 Through March 31, 2013			Year Ended March 31, 2013			April 29, 20111 Through March 31, 2012			September 13, 20121 Through March 31, 2013			Year Ended March 31, 2013			April 29, 20111 Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$9.63			$9.46			$10.00			$9.98			$9.76			$10.00
Income from investment operations:
Net investment income		0.11			0.07			0.08			0.14			0.09			0.09
Net realized and unrealized gains (losses) on investments		0.62			0.80			(0.52	)		0.48			0.71			(0.24	)
Total from investment operations		0.73			0.87			(0.44	)		0.62			0.80			(0.15	)
Less distributions:
Dividends from net investment income		(0.11	)		(0.07	)		(0.10	)		(0.14	)		(0.09	)		(0.09	)
Dividends from net realized gains		—			—			—			(0.03	)		(0.03	)		—
Return of capital		—			—			—	*		—			—			—
Total distributions		(0.11	)		(0.07	)		(0.10	)		(0.17	)		(0.12	)		(0.09	)
Net asset value, end of year		$10.25			$10.26			$9.46			$10.43			$10.44			$9.76
Total return		7.68	%2		9.30	%		-4.30	%2		6.29	%2		8.25	%		-1.43	%2
Supplemental data and ratios:
Net assets, end of year		$884,658			$248,122,395			$144,649,234			$879,348			$228,905,423			$143,145,114
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.42	%3		1.04	%		1.22	%3		0.43	%3		1.05	%		1.25	%3
After expense reimbursement (recapture) and securities lending credit		0.40	%3		1.00	%		1.00	%3		0.38	%3		1.00	%		1.00	%3
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.84	%3		0.76	%		1.12	%3		2.10	%3		0.94	%		1.33	%3
After expense reimbursement (recapture) and securities lending credit		1.86	%3		0.80	%		1.34	%3		2.15	%3		0.99	%		1.58	%3
Portfolio turnover rate		18.44	%		18.44	%		14.40	%2		67.22	%		67.22	%		50.86	%2

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

See notes to financial statements.

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	Tactical Unconstrained SM Asset Allocation Fund									Absolute Return Asset Allocation Fund
	Institutional			Service						Institutional			Service
	September 13, 20121 Through March 31, 2013			Year Ended March 31, 2013			April 29, 20111 Through March 31, 2012				September 13, 20121 Through March 31, 2013		Year Ended March 31, 2013			April 29, 20111 Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$9.75			$9.54			$10.00			$10.19			$10.04			$10.00
Income from investment operations:
Net investment income		0.13			0.09			0.06			0.18			0.14			0.09
Net realized and unrealized gains (losses) on investments		0.55			0.78			(0.47	)		(0.02	)		0.13			0.01
Total from investment operations		0.68			0.87			(0.41	)		0.16			0.27			0.10
Less distributions:
Dividends from net investment income		(0.14	)		(0.10	)		(0.05	)		(0.18	)		(0.13	)		(0.06	)
Dividends from net realized gains		(0.04	)		(0.04	)		—			(0.01	)		(0.01	)		—
Total distributions		(0.18	)		(0.14	)		(0.05	)		(0.19	)		(0.14	)		(0.06	)
Net asset value, end of year		$10.25			$10.27			$9.54			$10.16			$10.17			$10.04
Total return		7.11	%2		9.15	%		-4.09	%2		1.53	%2		2.71	%		1.01	%2
Supplemental data and ratios:
Net assets, end of year		$810,333			$310,316,243			$184,703,438			$569,773			$509,704,884			$238,654,697
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.52	%3		1.15	%		1.32	%3		0.51	%3		1.13	%		1.28	%3
After expense reimbursement (recapture) and securities lending credit		0.46	%3		1.10	%		1.10	%3		0.47	%3		1.10	%		1.10	%3
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.89	%3		0.90	%		0.90	%3		2.59	%3		1.80	%		1.54	%3
After expense reimbursement (recapture) and securities lending credit		1.95	%3		0.95	%		1.12	%3		2.63	%3		1.83	%		1.72	%3
Portfolio turnover rate		195.89	%		195.89	%		293.90	%2		64.86	%		64.86	%		136.33	%2

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

See notes to financial statements.

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	Multi-Asset Income Asset Allocation Fund			Fixed Income Allocation Fund						Altegris® Multi-Strategy AlternativeAllocation Fund
	Service			Institutional			Service			Institutional			Service
	August 31, 20121 Through March 31, 2013			September 13, 20121 Through March 31, 2013			August 31, 20121 Through March 31, 2013			September 13, 20121Through March 31, 2013			August 31, 20121 Through March 31, 2013
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$10.00			$10.01			$10.00			$10.07			$10.00
Income from investment operations:
Net investment income		0.22			0.13			0.10			0.05			0.03
Net realized and unrealized gains (losses) on investments		0.53			(0.04	)		(0.04	)		(0.07	)		0.00
Total from investment operations		0.75			0.09			0.06			(0.02	)		0.03
Less distributions:
Dividends from net investment income		(0.17	)		(0.10	)		(0.08	)		(0.04	)		(0.03	)
Dividends from net realized gains		—			—	*		—	*		—			—
Total distributions		(0.17	)		(0.10	)		(0.08	)		(0.04	)		(0.03	)
Net asset value, end of year		$10.58			$10.00			$9.98			$10.01			$10.00
Total return		7.55	%2		0.88	%2		0.59	%2		-0.19	%2		0.26	%2
Supplemental data and ratios:
Net assets, end of year		$73,269,622			$503,918			$227,815,865			$514,104			$161,223,450
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.33	%3		0.50	%3		1.09	%3		0.30	%3		0.72	%3
After expense reimbursement (recapture) and securities lending credit		1.10	%3		0.43	%3		1.03	%3		0.30	%3		0.72	%3
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		3.66	%3		2.44	%3		1.78	%3		0.84	%3		0.47	%3
After expense reimbursement (recapture) and securities lending credit		3.89	%3		2.51	%3		1.84	%3		0.84	%3		0.47	%3
Portfolio turnover rate		21.35	%2		18.75	%2		18.75	%2		16.16	%2		16.16	%2

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

See notes to financial statements.

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March 31, 2013

1.

Organization

GPS Funds I (formerly, AssetMark Funds) and GPS Funds II (the “Trusts”) are organized as Delaware statutory trusts under Declarations of Trust dated January 2, 2001 and October 20, 2010, respectively. The Trusts are registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as open-end management investment companies. GPS Funds I is comprised of the following 7 funds: GuideMarkSM Large Cap Growth Fund, GuideMarkSM Large Cap Value Fund, GuideMarkSM Small/Mid Cap Core Fund, GuideMarkSM World ex-US Fund, GuideMarkSM Opportunistic Equity Fund, GuideMarkSM Core Fixed Income Fund, and GuideMarkSM Tax-Exempt Fixed Income Fund. GPS Funds II is comprised of the following 9 funds: GuideMarkSM Global Real Return Fund, GuideMarkSM Opportunistic Fixed Income Fund, GuidePathSM Strategic Asset Allocation Fund, GuidePathSM Tactical ConstrainedSM Asset Allocation Fund, GuidePathSM Tactical UnconstrainedSM Asset Allocation Fund, GuidePathSM Absolute Return Asset Allocation Fund, GuidePathSM Multi-Asset Income Asset Allocation Fund, GuidePathSM Fixed Income Allocation Fund and GuidePathSM Altegris Multi-Strategy Alternative Asset Allocation Fund (collectively, the “Funds”). All of the Funds, except for the GuideMarkSM Opportunistic Equity Fund, GuideMarkSM Opportunistic Fixed Income Fund, GuidePathSM Multi-Asset Income Asset Allocation Fund, GuidePathSM Fixed Income Allocation Fund and GuidePathSM Altegris® Multi-Strategy Alternative Asset Allocation Fund, are classified and operate as diversified funds under the 1940 Act. The GuideMarkSM Opportunistic Equity Fund, GuideMarkSM Opportunistic Fixed Income Fund, GuidePathSM Multi-Asset Income Asset Allocation Fund, GuidePathSM Fixed Income Allocation Fund, and GuidePathSM Altegris® Multi-Strategy Alternative Asset Allocation Fund, are classified as non-diversified. Each Fund represents a distinct portfolio with its own investment objectives and policies. The assets of each Fund are segregated, and a shareholder’s interest is limited to the Fund in which shares are held. The GuideMarkSM Global Real Return Fund, GuideMarkSM Opportunistic Fixed Income Fund, GuidePathSM Strategic Asset Allocation Fund,

	GuidePathSM Tactical ConstrainedSM Asset Allocation Fund, GuidePathSM Tactical UnconstrainedSM Asset Allocation Fund and GuidePathSM Absolute Return Asset Allocation Fund were seeded on March 4, 2011 and the prospectus went effective on April 1, 2011. The GuideMarkSM Opportunistic Equity Fund, GuideMarkSM Global Real Return Fund and GuideMarkSM Opportunistic Fixed Income Fund commenced operations on April 1, 2011. The GuidePathSM Strategic Asset Allocation Fund, GuidePathSM Tactical ConstrainedSM Asset Allocation Fund, GuidePathSM Tactical UnconstrainedSM Asset Allocation Fund and GuidePathSM Absolute Return Asset Allocation Fund commenced operations on April 29, 2011. The GuidePathSM Multi-Asset Income Asset Allocation Fund, GuidePathSM Fixed Income Allocation Fund and GuidePathSM Altegris Multi-Strategy Alternative Asset Allocation Fund commenced operations on August 31, 2012. Each Fund offers two classes of shares: Service Shares and Institutional Shares.
2.	Significant Accounting Policies
	The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of the financial statements. These policies are in conformity with U.S. generally accepted accounting principals (“GAAP”).
	(a)	Investment Valuation
		Portfolio securities listed on a national or foreign securities exchange, except those listed on NASDAQ, for which market quotations are available are valued at the last quoted sale price on each business day. Portfolio securities traded on NASDAQ are valued at the NASDAQ Official Closing Price (“NOCP”) on each business day. If there is no reported sale on an exchange or NASDAQ, the portfolio security will be valued at the mean between the most recent quoted bid and asked price. Price information on listed securities is taken from the exchange where the security is primarily traded.
		All equity securities that are not traded on a listed exchange are valued at the last sale price in the over-the-counter market. If a non-exchange traded security does not trade on a particular day, then the

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March 31, 2013

	mean between the last quoted closing bid and asked price will be used. Non-exchange traded ADRs are priced with an evaluated price as determined by the current evaluated pricing procedures of, and provided by, the pricing vendor.
	Fixed income securities that have a maturity of greater than 60 days are generally valued on the basis of evaluations obtained from third party pricing services, which take into account appropriate factors such as institutional sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data. Short term investments having a maturity of less than 60 days are valued at amortized cost.
	Investments in mutual funds are valued at the closing net asset value per share of each mutual fund on the day of valuation.
	To assess the continuing appropriateness of security valuation, the Adviser regularly compares prior day prices with current day prices and transaction prices. When the comparison results exceed pre-defined thresholds, the Adviser challenges the prices exceeding tolerance levels with the pricing service or broker. Securities for which no market quotations are readily available or when a significant event has occurred between the time of the security’s last close and the time that a Fund next calculates its net asset value will be valued at their fair value as determined by the applicable Fund’s Valuation Committee. Securities for which no market prices are readily available will be valued at their fair value as determined by the Valuation Committee under procedures adopted by the applicable Board of Trustees.
Security Valuation
	The Funds have adopted authoritative fair valuation accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value and a discussion in changes in valuation techniques and related inputs, if any, during the period.

In addition, these standards require expanded disclosure for each major category of assets. These inputs are summarized in the three broad levels listed below:

Level 1 – Quoted prices in active markets for identical securities.

Level 2 – Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

Level 3 – Significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

During the period, certain of the securities and other instruments held by the Funds were categorized as Level 2 or Level 3 based upon the inputs and methodologies used to determine the fair value of the security or instrument. Descriptions of the inputs and valuation methodologies used to determine the fair values of each class of investments within Level 2 and Level 3 are set forth below.

Level 2 Investments. The Funds’ investments that were categorized as Level 2 include: (1) certain fixed income securities, including asset-backed securities, bank loans, collateralized mortgage obligations, convertible obligations, corporate obligations, U.S. and foreign government obligations, mortgage-backed securities and municipal obligations; (2) certain common stocks, convertible preferred stocks, preferred stocks, and real estate investment trusts; and (3) certain over-the-counter derivative instruments, including forward currency contracts and swaps.

Fixed income securities are normally valued by pricing vendors that use broker-dealer quotations, reported trades or valuation estimates from their internal pricing models. The service providers’ internal models typically use inputs that are observable such as institutional sized trading in similar groups of securities, yield, credit quality, coupon rate, maturity, type of issue, trading characteristics and other market data.

Certain common stocks that trade on foreign exchanges are subject to valuation adjustments.

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These valuation adjustments are applied to the foreign exchange-traded common stocks to account for the market movement between the close of the foreign market in which the security is traded and the close of the New York Stock Exchange. These securities are valued using pricing vendors that consider the correlation patterns of price movements of the foreign security to the intraday trading in the U.S. markets.

Foreign currency contracts derive their value from underlying asset prices, indices, reference rates, and other inputs or a combination of these factors. These instruments are normally valued using pricing vendors. Depending upon the instrument, its value may be provided by a pricing vendor using a series of techniques, including pricing models. The pricing models typically use inputs that are observed from active markets such as indices, spreads, interest rates, curves, dividends and exchange rates.

Level 3 Investments. The Funds’ investments that were categorized as Level 3 include: (1) fair valued securities and certain investments purchased as securities lending collateral.

Investments purchased as securities lending collateral and warrants are normally valued by pricing vendors using relevant observable inputs, as described above. Fair valued securities are normally valued by pricing vendors using relevant observable inputs, as described above. In certain circumstances, the types of observable inputs that are typically used by a pricing service may be unavailable or deemed by the pricing service to be unreliable. In these instances, the pricing vendor may value the security based upon significant unobservable inputs, or the pricing vendor may not provide a value for the security. To the extent that a pricing vendor does not provide a value for a particular security, or the pricing vendor provides a value that the Valuation Committee does not believe accurately reflects the value of the security, the security will be valued by the Valuation Committee based upon the information available to the Committee at the time of valuation and in accordance with procedures adopted by the Board. These methodologies may require subjective judgments and determinations about the value of a particular security. When significant unobservable inputs are used to value a security, the security is categorized as Level 3. To verify Level 3 unobservable inputs, the Adviser uses a variety of techniques as appropriate to substantiate these valuation approaches including a regular review of key inputs and assumptions, transaction back-testing or disposition analysis and review of related market activity.

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Funds’ net assets as of March 31, 2013:

GuideMark^SM Large Cap Growth Fund

	Level 1		Level 2		Level 3		Total
Common Stocks	$	180,684,124	$	—	$	—	$	180,684,124
Short Term Investments		243,645		—		—		243,645
Investments Purchased as Securities Lending Collateral		5,985,204		—		792		5,985,996
Total Investments in Securities	$	186,912,973	$	—	$	792	$	186,913,765

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the year ended March 31, 2013.

There was no activity in the Level 3 assets during the year ended March 31, 2013. The ending balance as of March 31, 2013 was unchanged from the ending balance as of March 31, 2012. The Level 3 investments as of March 31, 2013 represented 0.00% of net assets and did not warrant a disclosure of significant unobservable valuation inputs.

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GuideMarkSM Large Cap Value Fund
	Level 1		Level 2		Level 3		Total
Common Stocks	$	196,879,429	$	—	$	—	$	196,879,429
Short Term Investments		2,211,047		—		—		2,211,047
Investments Purchased as Securities Lending Collateral		7,402,486		—		906		7,403,392
Total Investments in Securities	$	206,492,962	$	—	$	906	$	206,493,868

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the year ended March 31, 2013.

There was no activity in the Level 3 assets during the year ended March 31, 2013. The ending balance as of March 31, 2013 was unchanged from the ending balance as of March 31, 2012. The Level 3 investments as of March 31, 2013 represented 0.00% of net assets and did not warrant a disclosure of significant unobservable valuation inputs.

GuideMarkSM Small/Mid Cap Core Fund
	Level 1		Level 2		Level 3		Total
Common Stocks	$	78,496,297	$	—	$	—	$	78,496,297
Real Estate Investment Trusts		5,048,789		—		—		5,048,789
Short Term Investments		1,324,970		—		—		1,324,970
Investments Purchased as Securities Lending Collateral		8,220,480		—		247		8,220,727
Total Investments in Securities	$	93,090,536	$	—	$	247	$	93,090,783

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the year ended March 31, 2013.

There was no activity in the Level 3 assets during the year ended March 31, 2013. The ending balance as of March 31, 2013 was unchanged from the ending balance as of March 31, 2012. The Level 3 investments as of March 31, 2013 represented 0.00% of net assets and did not warrant a disclosure of significant unobservable valuation inputs.

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March 31, 2013

GuideMarkSM World ex-US Fund
	Level 1		Level 2		Level 3		Total
Common Stocks	$	33,519,199	$	233,478,646	$	—	$	266,997,845
Investment Companies		3,754,946		—		—		3,754,946
Preferred Stocks		4,733,450		—		—		4,733,450
Real Estate Investment Trusts		—		320,396		—		320,396
Rights		16,925		—		—		16,925
Short Term Investments		3,465,923		—		—		3,465,923
Investments Purchased as Securities Lending Collateral		297,792		—		216		298,008
Total Investments in Securities	$	45,788,235	$	233,799,042	$	216	$	279,587,493

For further information regarding security characteristics, see the Schedule of Investments.

Below is a reconciliation that details the transfer of securities between Level 1 and Level 2 during the reporting period.

Description	Investments in Securities
Transfers into Level 1	$	3,054,728
Transfers out of Level 1		957,037
Net Transfers into/(out of) Level 1	$	4,011,765
Transfers into Level 2	$	957,037
Transfers out of Level 2		3,054,728
Net Transfers into/(out of) Level 2	$	4,011,765

Transfers were made due to valuation adjustments on foreign common stocks to account for the market movement between the close of a foreign market and the close of the New York Stock Exchange. Transfers between levels are recognized at the end of the reporting period.

There was no activity in the Level 3 assets during the year ended March 31, 2013. The ending balance as of March 31, 2013 was unchanged from the ending balance as of March 31, 2012. The Level 3 investments as of March 31, 2013 represented 0.00% of net assets and did not warrant a disclosure of significant unobservable valuation inputs.

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March 31, 2013

GuideMarkSM Opportunistic Equity Fund
	Level 1		Level 2		Level 3		Total
Common Stocks	$	147,535,156	$	—	$	—	$	147,535,156
Preferred Stocks		549,608		—		—		549,608
Real Estate Investment Trusts		1,601,320		—		—		1,601,320
Short Term Investments		4,481,280		—		—		4,481,280
Investments Purchased as Securities Lending Collateral		5,228,051		—		—		5,228,051
Total Investments in Securities	$	159,395,415	$	—	$	—	$	159,395,415

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the year ended March 31, 2013.

GuideMarkSM Global Real Return Fund
	Level 1		Level 2		Level 3		Total
Investment Companies	$	82,355,888	$	—	$	—	$	82,355,888
Short Term Investments		333,219		—		—		333,219
Investments Purchased as Securities Lending Collateral		31,804,600		—		—		31,804,600
Total Investments in Securities	$	114,493,707	$	—	$	—	$	114,493,707

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the year ended March 31, 2013.

GuideMarkSM Core Fixed Income Fund
	Level 1		Level 2		Level 3		Total
Fixed Income
Asset Backed Securities	$	—	$	14,213,541	$	—	$	14,213,541
Collateralized Mortgage Obligations		—		21,431,109		—		21,431,109
Corporate Obligations		—		164,684,864		—		164,684,864
Foreign Government Debt Obligations		—		484,090		—		484,090
Mortgage Backed Securities		—		107,338,606		—		107,338,606
Municipal Debt Obligations		—		1,531,525		—		1,531,525
U.S. Government Agency Issues		—		5,160,595		—		5,160,595
U.S. Treasury Obligations		—		86,606,268		—		86,606,268
Total Fixed Income		—		401,450,598		—		401,450,598
Short Term Investments		11,520,091		—		—		11,520,091
Investments Purchased as Securities Lending Collateral		1,565,877		—		191		1,566,068
Total Investments in Securities	$	13,085,968	$	401,450,598	$	191	$	414,536,757

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the year ended March 31, 2013.

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March 31, 2013

There was no activity in the Level 3 assets during the year ended March 31, 2013. The ending balance as of March 31, 2013 was unchanged from the ending balance as of March 31, 2012. The Level 3 investments as of March 31, 2013 represented 0.00% of net assets and did not warrant a disclosure of significant unobservable valuation inputs.

GuideMarkSM Tax-Exempt Fixed Income Fund
	Level 1		Level 2		Level 3		Total
Municipal Obligations	$	—	$	73,865,744	$	—	$	73,865,744
Short Term Investments		1,226,791		—		—		1,226,791
Total Investments in Securities	$	1,226,791	$	73,865,744	$	—	$	75,092,535

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the year ended March 31, 2013.

GuideMarkSM Opportunistic Fixed Income Fund
	Level 1			Level 2			Level 3		Total
Equity
Common Stock	$	3,962,420		$	—		$	—	$	3,962,420
Convertible Preferred Stock		793,028			204,875			—		997,903
Preferred Stock		59,539			744,717			—		804,256
Total Equity		4,814,987			949,592			—		5,764,579
Fixed Income
Asset Backed Securities		—			850,317			—		850,317
Bank Loans		—			6,079,329			—		6,079,329
Collateralized Mortgage Obligations		—			34,223,495			—		34,223,495
Convertible Obligations		—			3,519,884			—		3,519,884
Corporate Obligations		—			45,745,659			—		45,745,659
Foreign Government Obligations		—			68,919,973			—		68,919,973
Mortgage Backed Securities		—			51,010,900			—		51,010,900
Total Fixed Income		—			210,349,557			—		210,349,557
Short Term Investments		24,045,212			5,304,440			—		29,349,652
Total Investments in Securities	$	28,860,199		$	216,603,589		$	—	$	245,463,788
Other Financial Instruments*
Forward Currency Contracts	$	—		$	3,853,087		$	—	$	3,853,087
Futures		(130,503	)		—			—		(130,503	)
Swaps		—			(66,940	)		—		(66,940	)
Total	$	(130,503	)	$	3,786,147		$	—	$	3,655,644

*	Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as forward currency contracts, futures, and swaps. These instruments are reflected at the unrealized appreciation (depreciation) on the instrument.
For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the year ended March 31, 2013.

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March 31, 2013

GuidePathSM Strategic Asset Allocation Fund
	Level 1		Level 2		Level 3		Total
Investment Companies	$	242,335,075	$	—	$	—	$	242,335,075
Short Term Investments		5,991,979		—		—		5,991,979
Investments Purchased as Securities Lending Collateral		21,329,599		—		—		21,329,599
Total Investments in Securities	$	269,656,653	$	—	$	—	$	269,656,653

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the year ended March 31, 2013.

GuidePathSM Tactical ConstrainedSM Asset Allocation Fund
	Level 1		Level 2		Level 3		Total
Investment Companies	$	223,615,399	$	—	$	—	$	223,615,399
Short Term Investments		5,548,455		—		—		5,548,455
Investments Purchased as Securities Lending Collateral		15,311,873		—		—		15,311,873
Total Investments in Securities	$	244,475,727	$	—	$	—	$	244,475,727

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the year ended March 31, 2013.

GuidePathSM Tactical UnconstrainedSM Asset Allocation Fund
	Level 1		Level 2		Level 3		Total
Investment Companies	$	303,792,474	$	—	$	—	$	303,792,474
Short Term Investments		7,476,129		—		—		7,476,129
Investments Purchased as Securities Lending Collateral		24,743,125		—		—		24,743,125
Total Investments in Securities	$	336,011,728	$	—	$	—	$	336,011,728

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the year ended March 31, 2013.

GuidePathSM Absolute Return Asset Allocation Fund
	Level 1		Level 2		Level 3		Total
Investment Companies	$	499,148,627	$	—	$	—	$	499,148,627
Short Term Investments		11,658,838		—		—		11,658,838
Investments Purchased as Securities Lending Collateral		21,172,507		—		—		21,172,507
Total Investments in Securities	$	531,979,972	$	—	$	—	$	531,979,972

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the year ended March 31, 2013.

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GuidePathSM Multi-Asset Income Asset Allocation Fund
	Level 1		Level 2		Level 3		Total
Investment Companies	$	71,189,685	$	—	$	—	$	71,189,685
Short Term Investments		2,531,910		—		—		2,531,910
Investments Purchased as Securities Lending Collateral		13,230,715		—		—		13,230,715
Total Investments in Securities	$	86,952,310	$	—	$	—	$	86,952,310

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the year ended March 31, 2013.

GuidePathSM Fixed Income Allocation Fund
	Level 1		Level 2		Level 3		Total
Investment Companies	$	223,606,364	$	—	$	—	$	223,606,364
Short Term Investments		3,940,201		—		—		3,940,201
Investments Purchased as Securities Lending Collateral		21,608,881		—		—		21,608,881
Total Investments in Securities	$	249,155,446	$	—	$	—	$	249,155,446

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the year ended March 31, 2013.

GuidePathSM Altegris® Multi-Strategy Alternative Allocation Fund
	Level 1		Level 2		Level 3		Total
Investment Companies	$	158,062,304	$	—	$	—	$	158,062,304
Short Term Investments		3,561,497		—		—		3,561,497
Total Investments in Securities	$	161,623,801	$	—	$	—	$	161,623,801

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the year ended March 31, 2013.

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Derivative Instruments and Hedging Activities

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

GuideMark^SM Core Fixed Income Fund

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

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

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

There were no derivatives held at March 31, 2013.

The Effect of Derivative Instruments on the Statement of Operations for the Year Ended March 31, 2013
Amount of Realized Loss on Derivatives Recognized in Income
	Futures
Interest Rate Contracts	$460,104
Total	$460,104
Change in Unrealized Appreciation on Derivatives Recognized in Income
	Futures
Interest Rate Contracts	$198,569
Total	$198,569

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GuideMark^SM Opportunistic Fixed Income Fund

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

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

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

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

Balance Sheet — Values of Derivative Instruments as of March 31, 2013

	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Value		Balance Sheet Location	Value
Credit Contracts — Swaps	Appreciation on Swap Agreements	$	88,084	Depreciation on Swap Agreements	$	155,024
Foreign Exchange Contracts — Forward Currency Contracts	Appreciation of forward currency contracts		5,380,715	Depreciation of forward currency contracts		1,527,628
Equity Contracts — Futures*	Variation margin on futures contracts		—	Variation margin on futures contracts		41,354
Interest Rate Contracts — Futures*	Variation margin on futures contracts		7,494	Variation margin on futures contracts		96,643
Total		$	5,476,293		$	1,820,649
* Includes cumulative appreciation/depreciation as reported in Schedule of Investments.

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The Effect of Derivative Instruments on the Statement of Operations for the Year Ended March 31, 2013
Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
	Futures			Forward Currency Contracts		Options Written			Purchased Options			Swaps			Total
Interest Rate Contracts	$	(160,014	)	$	—	$	—		$	—		$	—		$	(160,014	)
Foreign Exchange Contracts		—			4,235,304		144,323			(312,379	)		—			4,067,248
Equity Contracts		(282,181	)		—		39,648			(106,944	)		—			(349,477	)
Credit Contracts		—			—		—			—			(1,712,489	)		(1,712,489	)
Total	$	(442,195	)	$	4,235,304	$	183,971		$	(419,323	)	$	(1,712,489	)	$	1,845,268
Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
	Futures			Forward Currency Contracts		Options Written			Purchased Options			Swaps			Total
Interest Rate Contracts	$	(90,028	)	$	—	$	—		$	—		$	—		$	(90,028	)
Foreign Exchange Contracts		—			2,397,330		(141,680	)		238,218			—			2,493,868
Equity Contracts		(13,420	)		—		441			5,223			—			(7,756	)
Credit Contracts		—			—		—			—			(16,597	)		(16,597	)
Total	$	(103,448	)	$	2,397,330	$	(141,239	)	$	243,441		$	(16,597	)	$	2,379,487

The average monthly market value of purchased and written options during the year ended March 31, 2013 were as follows:

	GuideMarkSM Core Fixed Income Fund		GuideMarkSM Opportunistic Fixed Income Fund
Purchased Options	$	—	$	120,494
Written Options	$	—	$	22,453

The average monthly notional amount of futures, forwards, and swaps during the period ended March 31, 2013 were as follows:
Long Positions	GuideMarkSM Core Fixed Income Fund		GuideMarkSM Opportunistic Fixed Income Fund
Futures	$	19,711,804	$	112,712
Forwards	$	—	$	72,585,519
Swaps	$	—	$	32,233,635

Short Positions	GuideMarkSM Core Fixed Income Fund		GuideMarkSM Opportunistic Fixed Income Fund
Futures	$	12,238,271	$	10,391,596
Forwards	$	—	$	63,938,061

Cross	GuideMarkSM Core Fixed Income Fund		GuideMarkSM Opportunistic Fixed Income Fund
Forwards	$	—	$	28,704,287
Derivative Risks
The risks of using the various types of derivatives in which the Funds may engage include: the risk that movements in the value of the derivative may not fully offset or complement instruments currently held in the Fund in the manner intended by the Advisor or sub-advisor; the risk that the counterparty to a derivative contract may fail to comply with its obligations to the Fund; the risk that there may not be a liquid secondary

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market for the derivative at a time when the Fund would look to disengage the position; the risk that additional capital from the Fund may be called upon to fulfill the conditions of the derivative contract; the risk that the use of derivatives in the Fund may induce leverage in the Fund, and the risk that the cost of the derivative contracts may reduce the overall returns experienced by the Fund.

(b)	Subsequent Events Evaluation.
	In preparing these financial statements, the Funds have evaluated events and transactions for potential recognition or disclosure resulting from subsequent events. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments other than the below.
	Genworth Holdings, Inc. (formerly named Genworth Financial, Inc.) (“Genworth”), the parent company of: (i) Genworth Financial Wealth Management, Inc. (“GFWM”), the investment advisor of each Fund; and (ii) Altegris Advisors, LLC (“Altegris”), sub-advisor of the GuidePathSM Altegris® Multi-Strategy Alternative Allocation Fund, has agreed to enter into a transaction (the “Transaction”) whereby private equity funds managed by Aquiline Capital Partners LLC and Genstar Capital, LLC and certain other investors (together the “Buyer”) would acquire GFWM and Altegris. The closing of the Transaction is expected to occur in the second half of 2013 (the “Closing”), provided all of the conditions to the Closing are met. Upon the Closing, GFWM and Altegris will be indirect wholly owned subsidiaries of the Buyer.
	In order to provide cost and operational efficiencies moving forward, shareholders of GPS Funds I and GPS Funds II are being asked to approve a new slate of Trustees so that the Board of each of GPS Funds I and GPS Funds II will consist of the same individuals.
	The Portfolios are subject to claims and suits that arise from time to time in the ordinary course of business (for example, in The Tribune Company Bankruptcy, certain creditors have filed actions against all shareholders of The Tribune Company, which included the GuideMarkSM Large Cap Value Fund, who tendered shares when the Tribune

	Company went private in 2007 in a leveraged buy-out transaction, seeking the return of proceeds received by the shareholders). Although management currently believes that resolving claims against us, individually or in aggregate, will not have a material adverse impact on our financial position, our results of operations, or our cash flows, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future.
(c)	Repurchase Agreements
	Each Fund may enter into repurchase agreements with banks and securities dealers. These transactions involve the purchase of securities with a simultaneous commitment to sell the securities to the bank or the dealer at an agreed-upon date and price. A repurchase agreement is accounted for as an investment by the Fund, collateralized by securities, which are delivered to the Fund’s Custodian or to an agent bank under a tri-party agreement. The securities are marked-to-market daily and additional securities are acquired as needed, to ensure that their value equals or exceeds the repurchase price plus accrued interest.
(d)	Federal Income Taxes
	The Funds intend to continue to comply with the requirements of sub-chapter M of the Internal Revenue Code necessary to qualify as regulated investment companies and to make the requisite distributions of income and capital gains to their shareholders sufficient to relieve the Funds from all or substantially all Federal income taxes. Therefore, no Federal income tax provision is required.
	The Funds have adopted financial reporting rules regarding recognition and measurement of tax positions taken or expected to be taken on a tax return. The Funds have reviewed all open tax years and major jurisdictions and concluded that no provision for income tax would be required in the Funds’ financial statements. The Funds’ Federal and state income and Federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

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(e)	Use of Estimates
	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.
(f)	Indemnifications
	Under each Trust’s organizational documents, its officers and trustees are indemnified against certain liability arising out of their performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties that provide general indemnifications. The Funds’ maximum exposure under these arrangements are unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds expect the risk of loss to be remote.
(g)	Expenses
	Many expenses of the Funds can be directly attributed to a specific Fund. Additionally, some expenses can be directly attributed to a specific Trust, in which case the expense is apportioned among the Funds within that Trust based on relative net assets. Expenses that cannot be directly attributed to a specific Fund or Trust are apportioned among all the Funds based on relative net assets.
(h)	Organization and Offering Costs
	Organization costs consist of costs incurred to establish a Trust and enable it legally to do business. The Fund expenses organizational costs as incurred. These expenses were advanced by the Advisor, and the Advisor has agreed to reimburse the Funds for these expenses, subject to potential recovery (see Note 3). Offering costs are accounted for as deferred costs until operations begin. Offering costs include legal fees regarding the preparation of the initial registration statement. Offering costs are then amortized to expense over twelve months on a straight-line basis.

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

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anticipates selling a security denominated in a foreign currency, it may sell a forward currency contract to lock in the U.S. dollar equivalent of the anticipated sales proceeds). Forward contracts are valued daily and unrealized appreciation or depreciation is recorded daily as the difference between the contract exchange rate and the closing forward rate applied to the face amount of the contract.

Options

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

The premium that a Fund pays when purchasing a call option or receives when writing a call option will reflect, among other things, the market price of the security, the relationship of the exercise price to the market price of the security, the relationship of the exercise price to the volatility of the security, the length of the option period and supply and demand factors. The premium is the value of an option at the date of purchase.

A purchaser (holder) of a put option pays a non-refundable premium to the seller (writer) of a put option to obtain the right to sell a specified amount of a security at a fixed price (the exercise price) during a specified period (exercise period). Conversely, the seller (writer) of a put option, upon payment by the holder of the premium, has the obligation to buy the security from the holder of the put option at the exercise price during the exercise period.

Futures

Each Fund has the ability to buy and sell stock index futures contracts traded on domestic stock exchanges to hedge the value of its portfolio against changes in market conditions. A stock index futures contract is an agreement between two parties to take or make delivery of an amount of cash equal to a specified

dollar amount, times the difference between stock index value at the close of the last trading day of the contract and the price at which the futures contract is originally struck. A stock index futures contract does not involve the physical delivery of the underlying stocks in the index. Although stock index futures contracts call for the actual taking of delivery of cash, in most cases a Fund expects to liquidate its stock index futures positions through offsetting transactions, which may result in a gain or loss, before cash settlement is required.

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

Futures contracts are valued at the daily quoted settlement prices.

Swaps

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

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

	sub-advisors and/or pricing services, will determine the value of such securities in good faith pursuant to procedures adopted by the applicable Board of Trustees. Illiquid securities present the risks that a Fund may have difficulty valuing these holdings and/or may be unable to sell these holdings at the time or price desired. There are no restrictions on each Fund’s ability to invest in restricted securities (that is, securities that are not registered pursuant to the Securities Act of 1933), except to the extent such securities may be considered illiquid. Securities issued pursuant to Rule 144A of the Securities Act of 1933 will be considered liquid if determined to be so under procedures adopted by the Board of Trustees.
(o)	Auction Rate Securities
	The Core Fixed Income Fund, Tax-Exempt Fixed Income Fund, and each of the GPS Funds II portfolios each may invest in auction rate municipal securities. Auction rate securities usually permit the holder to sell the securities in an auction at par value at specified intervals. The dividend is reset by “Dutch” auction in which bids are made by broker-dealers and other institutions for a certain amount of securities at a specified minimum yield. The dividend rate set by the auction is the lowest interest or dividend rate that covers all securities offered for sale. While this process is designed to permit auction rate securities to be traded at par value, there is a risk that an auction will fail due to insufficient demand for the securities.
(p)	Short Sales
	Although not currently part of any Fund’s principal investment strategies, each Fund has the ability to make short sales. Short sales are transactions where a Fund sells securities it does not own in anticipation of a decline in the value of the securities.
(q)	Trustee Compensation
	Each Trust has its own Board of Trustees. For the services performed as Trustees of GPS Funds I, the Independent Trustees receive a retainer fee of $45,000 per year and $4,500 per in person meeting attended, as well as reimbursement for expenses incurred in

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		connection with attendance at such meetings. The Lead Independent Trustee receives an additional retainer fee of $10,000 per year. The Audit Committee Chair receives an additional retainer fee of $5,000 per year. Telephonic meeting fees are determined according to the length of the meeting as follows: $2,000 for one to two hours, $3,000 for two to three hours and $4,000 for three hours or longer. For the services performed as Trustees of GPS Funds II the Independent Trustees receive a retainer fee of $55,000 per year, $2,500 per quarterly meeting attended in person, $3,000 per special meeting attended in person, and $1,000 per special meeting attended telephonically, as well as reimbursement for expenses incurred in connection with attendance at such meetings. The fees are allocated proportionally to each Fund within the Trust based on total assets under management.
	The “interested persons” who serve as Trustees of the Trusts receive no compensation from the Trusts for their services as Trustees. The Funds reimburse the Advisor an allocated amount for the compensation and related expenses of certain officers of the Trusts who provide compliance services to the Funds. The aggregate amount of all such reimbursements is determined by the Trustees. No other compensation or retirement benefits are received by any Trustee or officer from the Funds.
3.	Investment Advisor
	Each Trust has entered into an Investment Advisory Agreement (collectively, the “Agreement”) with Genworth Financial Wealth Management, Inc. (the “Advisor” or “GFWM”), with whom certain officers and trustees of the Trust are affiliated, to furnish investment advisory services to the Fund. Under the terms of the Agreement, the Funds compensate the Advisor for its management services at the following contractual rates, based on each Fund’s average daily net assets:

Large Cap Growth Fund	0.70%
Large Cap Value Fund	0.70%
Small/Mid Cap Core Fund	0.75%
World ex-US Fund	0.70%
Opportunistic Equity Fund	0.80%
Global Real Return Fund	0.65%

Core Fixed Income Fund	0.50%
Tax-Exempt Fixed Income Fund	0.50%
Opportunistic Fixed Income Fund	0.70%
Strategic Asset Allocation Fund	0.25%
Tactical ConstrainedSM Asset Allocation Fund	0.25%
Tactical UnconstrainedSM Asset Allocation Fund	0.35%
Absolute Return Asset Allocation Fund	0.35%
Multi-Asset Income Asset Allocation Fund	0.35%
Fixed Income Allocation Fund	0.25%
Altegris® Multi-Strategy Alternative Allocation Fund	0.15%

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

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

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Each Fund and the Advisor have also entered into an Expense Waiver and Reimbursement Agreement under which the Advisor has agreed to waive, through July 31, 2013, its management fee and/or reimburse each Fund’s other expenses to the extent necessary to ensure that the Fund’s net annual operating expenses (excluding Distribution (12b-1) Fees, Administrative Service Fees, taxes, interest, trading costs, acquired fund expenses, expenses paid with securities lending expense offset credits and non-routine expenses) do not exceed the following rates, based on each Fund’s average daily net assets:

Large Cap Growth Fund	0.99%
Large Cap Value Fund	0.99%
Small/Mid Cap Core Fund	1.09%

World ex-US Fund	1.09%
Opportunistic Equity Fund	1.10%
Global Real Return Fund	1.05%
Core Fixed Income Fund	0.79%
Tax-Exempt Fixed Income Fund	0.79%
Opportunistic Fixed Income Fund	1.05%
Strategic Asset Allocation Fund	0.50%
Tactical ConstrainedSM Asset Allocation Fund	0.50%
Tactical UnconstrainedSM Asset Allocation Fund	0.60%
Absolute Return Asset Allocation Fund	0.60%
Multi-Asset Income Asset Allocation Fund	0.60%
Fixed Income Allocation Fund	0.55%
Altegris® Multi-Strategy Alternative Allocation Fund	0.50%

Any such waiver or reimbursement is subject to later adjustment to allow the Advisor to recoup amounts waived or reimbursed to the extent actual fees and expenses for a fiscal period are less than each Fund’s expense limitation cap, provided, however, that the Advisor shall only be entitled to recoup such amounts for a period of three years after the end of the fiscal year in which the fee or expense was waived or reimbursed. As of March 31, 2013, Large Cap Value Fund, Global Real Return Fund, Fixed Income Allocation Fund and Altegris^® Multi-Strategy Alternative Allocation Fund have recouped all potential recoverable waivers or reimbursed expenses.

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

	Year of Expiration 03/31/2014	Year of Expiration 03/31/2015	Year of Expiration 03/31/2016
Large Cap Growth	—	27,516	18,182
Small/Mid Cap Core Fund	21,243	46,007	15,486
World ex-US Fund	—	142,535	142,200
Opportunistic Equity Fund	—	1,804	18,376
Core Fixed Income Fund	—	—	24,268
Tax-Exempt Fixed Income Fund	21,611	26,492	53,717
Opportunistic Fixed Income Fund	—	199,792	100,926
Strategic Asset Allocation Fund	28,403	109,544	26,716
Tactical ConstrainedSM Asset Allocation Fund	20,506	129,239	33,542
Tactical UnconstrainedSM Asset Allocation Fund	4,119	116,347	49,063
Absolute Return Asset Allocation Fund	—	141,125	37,054
Multi-Asset Income Asset Allocation Fund	—	—	20,380

Sub-advisory services are provided to certain of the Funds, pursuant to agreements between the Advisor and various sub-advisors. Under the terms of these sub-advisory agreements, the Advisor compensates each sub-advisor based on the portion of each Fund’s average daily net assets that is allocated to the sub-advisor.

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March 31, 2013

4.	Distribution Plan
	Each Trust, on behalf of the Service Shares class of its Funds, has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act (the “12b-1 Plan”), which provides for each Fund to pay distribution fees at an annual rate of 0.25% of the average daily net assets of the Funds. Payments under the 12b-1 Plan shall be used to compensate persons (including affiliates of the Trust) who provide support services in connection with the distribution of the Funds’ Service Shares class and servicing of the Funds’ Service Shares class shareholders. For example, these amounts are paid to financial intermediaries that perform back office shareholder servicing and recordkeeping services that facilitate the operation of the Genworth Financial Wealth Management Program through which the Funds are primarily distributed. The Advisor (and its affiliates) similarly receive portions of such payments for their services provided to facilitate the operation of the program. These financial intermediaries and affiliates of the Trust also receive payments from the Trust outside of the 12b-1 Plan for shareholder services that are unrelated to distribution services. Capital Brokerage Corp., an affiliate of the Advisor, serves as principal underwriter and distributor for the Funds.
5.	Service and Custody Agreements
	The Funds have entered into Service Agreements with U.S. Bancorp Fund Services, LLC (“USBFS”) and a Custody Agreement with U.S. Bank, N.A., an affiliate of USBFS. Under these agreements, USBFS and U.S. Bank, N.A. provide certain transfer agency, administrative, accounting and custody services.
	Additionally, the Opportunistic Fixed Income Fund has entered into a Custody Agreement with the Bank of New York Mellon for certain custody services.

6.	Securities Lending
	The Trusts, on behalf of certain of the Funds, entered into securities lending arrangements with U.S. Bank, N.A. (the “Custodian”). Under the term of the agreement, the Custodian is authorized to loan securities on behalf of the Funds to approved brokers. In exchange, under normal market conditions, the Funds receive cash collateral in the amount of at least 102% of the value of securities loaned. The cash collateral is invested in short term instruments as noted in the Schedule of Investments. Although risk is mitigated by the collateral, the Funds could experience a delay in recovering their securities and possible loss of income or value if the borrower fails to return the borrowed securities. In addition, the Funds bear the risk of loss associated with the investment of cash collateral received. After predetermined rebates to brokers, a percentage of the net securities lending revenue is credited to the Funds to be used as an offset against custody costs and other charges incurred by the Funds. The Custodian is paid a fee for administering a securities lending program for the Funds, equal to the remaining percentage of the net securities lending revenues generated under the agreement.
	As of March 31, 2013, the Funds (excluding the Tax-Exempt Fixed Income Fund, Opportunistic Fixed Income Fund and Altegris Multi-Strategy Alternative Allocation Fund) had loaned securities that were collateralized by cash. The cash collateral received was invested in securities as listed in each Fund’s Schedule of Investments. Income earned from these investments is allocated to each Fund based on each Fund’s portion of total cash collateral received. Securities lending income is disclosed in each Fund’s Statement of Operations as a securities lending offset.

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March 31, 2013

As of March 31, 2013, the values of securities loaned and collateral received were as follows:

	Value of Securities Loaned		Payable for Collateral on Securities Loaned		Collateral Excess (Deficit) due to (from) Securities Lending Agent			Cost of Securities Purchased as Securities Lending Collateral		Unrealized Depreciation			Value of Securities Purchased as Securities Lending Collateral
Large Cap Growth Fund	$	5,513,907	$	6,000,926	$	4,786		$	6,002,896	$	(16,900	)	$	5,985,996
Large Cap Value Fund		7,234,414		7,421,930		4,016			7,422,729		(19,337	)		7,403,392
Small/Mid Cap Core Fund		7,965,827		8,242,073		(15,207	)		8,225,987		(5,260	)		8,220,727
World ex-US Fund		275,830		297,792		5,588			302,615		(4,607	)		298,008
Opportunistic Equity Fund		5,101,789		5,228,051		—			5,228,051		—			5,228,051
Global Real Return Fund		30,817,207		31,804,600		—			31,804,600		—			31,804,600
Core Fixed Income Fund		1,530,699		1,569,991		817			1,570,132		(4,064	)		1,566,068
Strategic Asset Allocation Fund		20,668,407		21,329,599		—			21,329,599		—			21,329,599
Tactical ConstrainedSM Asset Allocation Fund		14,936,110		15,311,873		—			15,311,873		—			15,311,873
Tactical UnconstrainedSM Asset Allocation Fund		24,185,761		24,743,125		—			24,743,125		—			24,743,125
Absolute Return Asset Allocation Fund		20,691,438		21,172,507		—			21,172,507		—			21,172,507
Multi-Asset Income Asset Allocation Fund		12,924,266		13,230,715		—			13,230,715		—			13,230,715
Fixed Income Allocation Fund		21,080,267		21,608,881		—			21,608,881		—			21,608,881
	$	172,925,922	$	177,962,063	$	—		$	177,953,710	$	(50,168	)	$	177,903,542

169

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NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2013

7.	Investment Transactions
	The aggregate purchases and sales of securities, excluding short-term investments, for the period ended March 31, 2013 are summarized below.

	Purchases		Sales
Large Cap Growth Fund	$	107,636,961	$	131,998,858
Large Cap Value Fund		50,525,895		71,758,721
Small/Mid Cap Core Fund		111,547,546		115,875,765
World ex-US Fund		224,114,787		192,704,011
Opportunistic Equity Fund		110,900,837		127,237,625
Global Real Return Fund		35,375,861		66,712,009
Core Fixed Income Fund*		935,148,941		1,000,464,022
Tax-Exempt Fixed Income Fund		24,122,218		32,607,527
Opportunistic Fixed Income Fund		225,398,031		228,850,921
Strategic Asset Allocation Fund		116,018,072		35,078,344
Tactical ConstrainedSM Asset Allocation Fund		190,904,960		122,414,200
Tactical UnconstrainedSM Asset Allocation Fund		575,069,984		474,001,028
Absolute Return Asset Allocation Fund		513,698,453		251,296,061
Multi-Asset Income Asset Allocation Fund		80,362,900		12,073,168
Fixed Income Allocation Fund		264,732,452		39,663,193
Altegris® Multi-Strategy Alternative Allocation Fund		181,693,619		23,758,971

* Included in these amounts were $214,720,835 of purchases and $257,224,611 of sales of U.S. Government Securities.

8.	Option Contracts Written
	The premium amount and number of option contracts written during the period ended March 31, 2013 in the Opportunistic Fixed Income Fund, were as follows:

	Amount of Premiums			Number of Contracts			Notional Amount
Outstanding at 3/31/12	$	218,467			1,600		$	5,600,000
Options written		25,275			484			—
Options expired		—			—			—
Options exercised		—			—			—
Options closed		(243,742	)		(2,084	)		(5,600,000	)
Outstanding at 3/31/13		—			—			—

9. New Accounting Pronouncements

	In December 2011, FASB issued ASU No. 2011-11 related to disclosures about offsetting assets and liabilities. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements of its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective applications for all comparative periods presented. Management is currently evaluating the impact ASU 2011-11 will have on the financial statements disclosures.
10.	Other Tax Information
	Net Investment Income and realized gains and losses for Federal income tax purposes may differ from that reported on the financial statements because of permanent book-to-tax differences. GAAP requires that permanent differences between financial reporting and tax reporting be reclassified between various components of net assets.

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NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2013

These differences are primarily due to foreign currency, Passive Foreign Investment Companies, Partnerships and paydown reclassifications. On the Statement of Assets and Liabilities, the following adjustments were made:

	Accumulated Net Investment Income or (Loss)			Accumulated Realized Gain or (Loss)			Capital Stock
Large Cap Growth Fund	$	—		$	—		$	—
Large Cap Value Fund		—			—			—
Small/Mid Cap Core Fund		166,742			(166,210	)		(532	)
World ex-US Fund		(55,881	)		55,881			—
Opportunistic Equity Fund		—			—			—
Global Real Return Fund		38,765			—			(38,765	)
Core Fixed Income Fund		1,407,791			(1,407,791	)		—
Tax-Exempt Fixed Income Fund		—			—			—
Opportunistic Fixed Income Fund		304,827			(304,827	)		—
Strategic Asset Allocation Fund		18,338			(18,338	)		—
Tactical ConstrainedSM Asset Allocation Fund		(6,735	)		6,735			—
Tactical UnconstrainedSM Asset Allocation Fund		7,324			(7,324	)		—
Absolute Return Asset Allocation Fund		(22,414	)		22,414			—
Multi-Asset Income Asset Allocation Fund		—			—			—
Fixed Income Allocation Fund		—			—			—
Altegris® Multi-Strategy Alternative Allocation Fund		—			—			—

The Funds intend to utilize capital loss carryforwards to offset future realized capital gains. Indefinite carryovers must be used first, resulting in a greater likelihood that pre-enactment losses may expire. Capital loss carryforwards available for Federal income tax purposes are as follows:

	Capital losses expiring:
							Indefinite*
	3/31/17		3/31/18		3/31/19		Short Term		Long Term
Large Cap Growth Fund	$	—	$	58,944,515	$	—	$	—	$	—
Large Cap Value Fund		23,475,667		146,948,668		—		—		—
Small/Mid Cap Core Fund		11,195,066		12,866,943		—		—		—
World ex-US Fund		63,053,726		139,582,037		—		2,504,250		5,502,519
Opportunistic Equity Fund		—		—		—		6,107,898		—
Global Real Return Fund		—		—		—		2,414,659		2,876,816
Core Fixed Income Fund		—		—		—		—		—
Tax-Exempt Fixed Income Fund		1,973,444		2,354,785		—		—		—
Opportunistic Fixed Income Fund		—		—		—		—		—
Strategic Asset Allocation Fund		—		—		—		—		—
Tactical ConstrainedSM Asset Allocation Fund		—		—		—		—		—
Tactical UnconstrainedSM Asset Allocation Fund		—		—		—		—		—
Absolute Return Asset Allocation Fund		—		—		—		—		—
Multi-Asset Income Asset Allocation Fund		—		—		—		—		—
Fixed Income Allocation Fund		—		—		—		—		—
Altegris® Multi-Strategy Alternative
Allocation Fund		—		—		—		—		—

* The Regulated Investment Company Modernization Act of 2010 (the “Act”) provides an unlimited carryforward period for newly generated capital losses and their character is retained as short-term or long-term losses.

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March 31, 2013

Additionally, at March 31, 2013, the Funds deferred on a tax basis post-October losses as follows:

	Ordinary Late Year Loss		Capital Loss
Large Cap Growth Fund	$	—	$	1,073,605
Large Cap Value Fund		—		—
Small/Mid Cap Core Fund		62,048		—
World ex-US Fund		—		6,987,092
Opportunistic Equity Fund		—		—
Global Real Return Fund		258,192		802,868
Core Fixed Income Fund		—		—
Tax-Exempt Fixed Income Fund		—		—
Opportunistic Fixed Income Fund		—		—
Strategic Asset Allocation Fund		261,467		—
Tactical ConstrainedSM Asset Allocation Fund		—		—
Tactical UnconstrainedSM Asset Allocation Fund		—		—
Absolute Return Asset Allocation Fund		—		1,027,798
Multi-Asset Income Asset Allocation Fund		—		—
Fixed Income Allocation Fund		—		—
Altegris® Multi-Strategy Alternative Allocation Fund		—		—

The qualified late year ordinary loss is the excess of the sum of the specified losses attributable to the portion of the taxable year after October 31, and the ordinary losses attributable to the portion of the taxable year after December 31, over the sum of the specified gains attributable to the portion of the taxable year after October 31, and other ordinary income attributable to the portion of the taxable year after December 31.

The tax components of distributions paid during the fiscal years ended March 31, 2013 and March 31, 2012 are as follows:

	Year Ended March 31, 2013
	Ordinary Income Distributions		Long-Term Capital Gain Distributions		Return of Capital
Large Cap Growth Fund	$	482,854	$	—	$	—
Large Cap Value Fund		2,814,237		—		—
Small/Mid Cap Core Fund		467,565		—		—
World ex-US Fund		2,085,558		—		—
Opportunistic Equity Fund		586,285		—		—
Global Real Return Fund		826,381		—		41,822
Core Fixed Income Fund		9,154,978		2,006,092		—
Tax-Exempt Fixed Income Fund*		2,255,871		—		—
Opportunistic Fixed Income Fund		9,847,199		—		—
Strategic Asset Allocation Fund		1,640,736		—		—
Tactical ConstrainedSM Asset Allocation Fund		2,351,814		—		—
Tactical UnconstrainedSM Asset Allocation Fund		3,618,847		—		—
Absolute Return Asset Allocation Fund		6,299,046		81,650		—
Multi-Asset Income Asset Allocation Fund		920,397		—		—
Fixed Income Allocation Fund		1,764,920		—		—
Altegris® Multi-Strategy Alternative Allocation Fund		396,152		—		—
* Contains $2,218,936 of tax-exempt income for year ended 3/31/2013 and $2,931,871 of tax-exempt income for year ended 3/31/2012.

172

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NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2013

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

At March 31, 2013, the components of accumulated earnings (losses) on a tax basis were as follows:

	Large Cap Growth Fund			Large Cap Value Fund			Small/Mid Cap Core Fund			World ex-US Fund			Opportunistic Equity Fund			Global Real Return Fund
Cost of Investments		148,282,933			163,791,640			78,273,310			254,022,396			137,111,210			117,153,092
Gross Unrealized Appreciation		41,778,829			47,243,576			16,662,447			39,923,843			25,656,735			4,946,974
Gross Unrealized Depreciation		(3,147,997	)		(4,541,348	)		(1,844,974	)		(14,358,746	)		(3,372,530	)		(7,606,359	)
Net Unrealized Appreciation/ (Depreciation)		38,630,832			42,702,228			14,817,473			25,565,097			22,284,205			(2,659,385	)
Undistributed Tax-Exempt Ordinary Income		—			—			—			—			—			—
Undistributed Ordinary Income		62,114			525,829			—			3,464,187			159,773			—
Undistributed Long-Term Cap Gains		—			—			—			—			—			—
Total Distributable Earnings		62,114			525,829			—			3,464,187			159,773			—
Other Accumulated Gains/(Losses)		(60,018,120	)		(170,424,335	)		(24,124,057	)		(217,641,237	)		(6,107,898	)		(6,387,926	)
Total Accumulated Earnings/(Losses)		(21,325,174	)		(127,196,278	)		(9,306,584	)		(188,611,953	)		16,336,080			(9,047,311	)

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NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2013

	Core Fixed Income Fund			Tax-Exempt Fixed Income Fund			Opportunistic Fixed Income Fund			Strategic Asset Allocation Fund			Tactical ConstrainedSM Asset Allocation Fund			Tactical UnconstrainedSM Asset Allocation Fund
Cost of Investments		403,407,097			68,889,301			240,127,511			242,124,304			223,082,002			308,501,808
Gross Unrealized Appreciation		13,001,397			6,341,928			9,235,761			30,296,259			24,091,267			30,518,731
Gross Unrealized Depreciation		(1,871,737	)		(138,694	)		(3,899,484	)		(2,763,910	)		(2,697,542	)		(3,008,811	)
Net Unrealized Appreciation/ (Depreciation)		11,129,660			6,203,234			5,336,277			27,532,349			21,393,725			27,509,920
Undistributed Tax-Exempt Ordinary Income		—			—			—			—			—			—
Undistributed Ordinary Income		244,092			68,147			1,823,259			403,266			1,046,256			1,721,193
Undistributed Long-Term Cap Gains		1,135,333			—			321,238			729,058			317,781			74,379
Total Distributable Earnings		1,379,425			68,147			2,144,497			1,132,324			1,364,037			1,795,572
Other Accumulated Gains/(Losses)		8			(4,328,229	)		663,193			(292,420	)		(30,953	)		(30,953	)
Total Accumulated Earnings/(Losses)		12,509,093			1,943,152			8,143,967			28,372,253			22,726,809			29,274,539

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NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2013

	Absolute Return Asset Allocation Fund			Multi-Asset Income Asset Allocation Fund			Fixed Income Allocation Fund			Altegris® Multi-Strategy Alternative Allocation Fund
Cost of Investments		525,075,818			84,141,475			250,787,903			161,548,024
Gross Unrealized Appreciation		10,578,730			3,133,638			1,038,705			3,793,975
Gross Unrealized Depreciation		(3,674,576	)		(322,803	)		(2,671,162	)		(3,718,198	)
Net Unrealized Appreciation/ (Depreciation)		6,904,154			2,810,835			(1,632,457	)		75,777
Undistributed Tax-Exempt Ordinary Income		—			—			—			—
Undistributed Ordinary Income		2,010,042			475,390			754,317			69,808
Undistributed Long-Term Cap Gains		—			14,012			396,466			—
Total Distributable Earnings		2,010,042			489,402			1,150,783			69,808
Other Accumulated Gains/(Losses)		(1,058,751	)		—			—			—
Total Accumulated Earnings/(Losses)		7,855,445			3,300,237			(481,674	)		145,585

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of the GPS Funds I and GPS Funds II:

We have audited the accompanying statements of assets and liabilities of the GuideMark Large Cap Growth Fund, GuideMark Large Cap Value Fund, GuideMark Small/Mid Cap Core Fund, GuideMark World Ex-US Fund, GuideMark Opportunistic Equity Fund, GuideMark Global Real Return Fund, GuideMark Core Fixed Income Fund, GuideMark Tax-Exempt Fixed Income Fund, GuideMark Opportunistic Fixed Income Fund, GuidePath Strategic Asset Allocation Fund, GuidePath Tactical Constrained Asset Allocation Fund, GuidePath Tactical Unconstrained Asset Allocation Fund, GuidePath Absolute Return Asset Allocation Fund, GuidePath Multi-Asset Income Asset Allocation Fund, GuidePath Fixed Income Allocation Fund, and the GuidePath Altegris Multi-Strategy Alternative Allocation Fund (collectively referred to as the Funds), including the schedules of investments, as of March 31, 2013, and the related statements of operations for the year or period then ended, the statements of changes in net assets for each of the years or periods in the two-year period then ended, and the financial highlights for each of the years or periods in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits 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 and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2013, by correspondence with custodians and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Funds as of March 31, 2013, the results of its operations, the changes in its net assets, and the financial highlights for the periods described in the first paragraph above, in conformity with U.S. generally accepted accounting principles.

[signed] KPMG LLP
Minneapolis, Minnesota
May 30, 2013

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ADDITIONAL INFORMATION

March 31, 2013

Additional Information
1.	Shareholder Notification of Federal Tax Status (Unaudited)
	The Funds designated the following percentages of dividends during the fiscal year 2013 as dividends qualifying for the dividends received deduction available to corporate shareholders and as dividends from net investment income that are qualifying income under the Jobs and Growth Tax Relief Reconciliation Act of 2003, respectively:

	Dividends received deduction % for corporate shareholders		% of dividends as qualified income
Large Cap Growth Fund	100.00	%	100.00	%
Large Cap Value Fund	100.00	%	100.00	%
Small/Mid Cap Core Fund	92.12	%	100.00	%
World ex-US Fund	0.14	%	100.00	%
Opportunistic Equity Fund	100.00	%	100.00	%
Global Real Return Fund	21.62	%	87.64	%
Core Fixed Income Fund	0.16	%	0.13	%
Tax-Exempt Fixed Income Fund	0.00	%	0.00	%
Opportunistic Fixed Income Fund	11.11	%	3.12	%
Strategic Asset Allocation Fund	100.00	%	100.00	%
Tactical ConstrainedSM Asset Allocation Fund	13.04	%	19.47	%
Tactical UnconstrainedSM Asset Allocation Fund	27.36	%	42.43	%
Absolute Return Asset Allocation Fund	12.73	%	12.98	%
Multi-Asset Income Asset Allocation Fund	13.67	%	25.82	%
Fixed Income Allocation Fund	1.75	%	1.94	%
Altegris® Multi-Strategy Alternative Allocation Fund	0.00	%	6.24	%

2.	Foreign Tax Credit Pass Through (Unaudited)
	Pursuant to Section 853 of the Internal Revenue Code, the GuideMarkSM World ex-US Fund and GuideMarkSM Opportunistic Fixed Income Fund designate the following amounts as foreign taxes paid for the year ended March 31, 2013. Foreign taxes paid for purposes of Section 853 may be less than actual foreign taxes paid for financial statement purposes.

	Creditable Foreign Taxes Paid	Per Share Amount	Portion of Ordinary Income Distribution Derived from Foreign Sourced Income*
World ex-US Fund	$496,646	$0.0142	99.41%

* The Fund listed above did not derive any income from “ineligible foreign sources” as defined under Section 901(j) of the Internal Revenue Code.

Foreign taxes paid or withheld should be included in taxable income with an offsetting deduction from gross income or as a credit for taxes paid to foreign governments.

Above figures may differ from those cited elsewhere in this report due to differences in the calculation of income and gains under U.S. generally accepted accounting principles (book) purposes and Internal Revenue Service (tax) purposes.

Shareholders are strongly advised to consult their own tax advisers with respect to the tax consequences of their investments in the Funds. In January, shareholders, excluding corporate shareholders, receive an IRS 1099-DIV regarding the Federal tax status of the dividends and distributions they received in the calendar year.

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ADDITIONAL INFORMATION (Continued)

March 31, 2013

3.          Disclosure Regarding Fund Trustees and Officers (Unaudited)

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

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

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Name, Address and Year of Birth	Position(s) Held with the Trust	Term of Office and Length of Time Served	Principal Occupation During Past Five Years	# of Portfolios in Fund Complex Overseen by Trustee	Other Director/ Trustee Positions
GPS Funds II
Independent Trustees
David M. Dunford Year of Birth: 1949 c/o Genworth Financial    Wealth Management, Inc. 2300 Contra Costa    Boulevard Ste 600 Pleasant Hill, CA    94523-3967	Independent Trustee	Indefinite Term since 2011.	Retired; formerly, Senior Vice President, Merrill Lynch Insurance Group (1989-2001).	9	Director, New England Bancorp (2006-present); Trustee, Genworth Variable Insurance Trust (“GVIT”) (2008-2012); Director, Hospice and Palliative Care of Cape Cod (2006-2011).
Paul S. Feinberg Year of Birth: 1942 c/o Genworth Financial    Wealth Management, Inc. 2300 Contra Costa Boulevard Ste 600 Pleasant Hill, CA    94523-3967	Independent Trustee	Indefinite Term since 2011.	Retired; formerly, President, CitiStreet Funds, Inc. (2000-2005); Executive Vice President and General Counsel, CitiStreet Associates LLC (insurance agency), CitiStreet Equities LLC (broker-dealer), CitiStreet Financial Services LLC (registered investment advisor) and CitiStreet Funds Management LLC (registered investment advisor) (1990-2005)	9	Trustee, GVIT (2008-2012); Trustee, Blue Fund Group (2006-2008).
John A. Fibiger Year of Birth: 1932 c/o Genworth Financial    Wealth Management, Inc. 2300 Contra Costa    Boulevard Ste 600 Pleasant Hill, CA    94523-3967	Independent Trustee	Indefinite Term since 2011.	Retired; formerly, Chairman, TransAmerica Life Companies (“TransAmerica”) (insurance company) (1994-1997); President, TransAmerica (1993-1994); Chief Financial Officer, TransAmerica (1990-1993); President, New England Mutual Life Insurance Company (life insurance company) (1981-1989); New England Mutual Life Insurance Company (1974-1980).	10	Director, Members Mutual Holding Co. (2008-present); Trustee, Genworth Financial Asset Management Funds (“GFAM”) (2006-present); Director, Fidelity Life Association (life insurance company) (2006-present); Trustee, GVIT (2008-2012); Member, Executive Committee, Austin Symphony Orchestra Board of Directors; Life Trustee, Museum of Science, Boston, Massachusetts.

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

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Name, Address and Year of Birth	Position(s) Held with the Trusts	Term of Office and Length of Time Served	Principal Occupation During Past Five Years
Officers
Carrie E. Hansen Year of Birth: 1970 Genworth Financial    Wealth Management, Inc. 2300 Contra Costa    Pleasant Hill, CA Boulevard Ste 600    94523-3967	President	Renewed 1-Year Term since May 2007.	President, GPS Funds I (formerly, AssetMark Funds) (2007-present) and GPS Funds II (2001-present); President, Genworth Financial Asset Management Funds (“GFAM”) and Genworth Variable Insurance Trust (“GVIT”) (2008- 2012); Senior Vice President and Chief Operations Officer, GFWM (2008- present); Chairman, Genworth Financial Trust Company (2008-present); Senior Vice President and Managing Director, of the Trust, (2007-2008); Treasurer and Chief Compliance Officer, GFAM (2007-2008); Chief Compliance Officer of the Trust, (2005-2008); Treasurer of the Trust, (2001-2008); Senior Vice President, Chief Financial Officer and Chief Compliance Officer, GFWM, formerly, AssetMark Investment Services, Inc., (2004-2007).
John Koval Year of Birth: 1966 Genworth Financial    Wealth Management, Inc. 2300 Contra Costa    Boulevard Ste 600 Pleasant Hill, CA    94523-3967	Chief Compliance Officer and AML Compliance Officer	Since 2012.	Senior Compliance Officer, Genworth Financial Wealth Management (2011 to present); Chief Operating Officer, SEAL Capital, Inc. (2009 to 2010); Chief Compliance Officer, Cliffwood Partners LLC (2004 to 2009).
Starr E. Frohlich Year of Birth: 1972 Genworth Financial    Wealth Management, Inc. 2300 Contra Costa    Boulevard Ste 600 Pleasant Hill, CA    94523-3967	Vice President and Treasurer	1-Year term since March 2010.	Vice President and Treasurer, GPS Funds I (formerly, AssetMark Funds) (2010-present), GPS Funds II (2011-present), and GFAM (2010-present); Director of Fund Administration, GFWM (2010-present); Vice President, U.S. Bancorp Fund Services, LLC (1997-2010).
Christine Villas-Chernak Year of Birth: 1968 Genworth Financial    Wealth Management, Inc. 2300 Contra Costa    Boulevard Ste 600 Pleasant Hill, CA   94523-3967	Deputy Chief Compliance Officer; Secretary	Since 2009. Renewed 1-Year term since September 2006.	Deputy Chief Compliance Officer, GPS Funds I (formerly, AssetMark Funds) (2009-present) and GPS Funds II (2011-present); Secretary, GPS Funds I (2006-present), GPS Funds II (2011-present), GFAM (2009-2010) and GVIT (2008-2010); Senior Compliance Officer, GFWM (2005-2009);
Robert J. Bannon Year of Birth: 1957 Genworth Financial    Wealth Management, Inc. 2300 Contra Costa    Boulevard Ste 600 Pleasant Hill, CA    94523-3967	Vice President and Chief Risk Officer	Since 2010.	Vice President and Chief Risk Officer, GPS Funds I (formerly, AssetMark Funds) (2010 to present), GPS Funds II (2011 to present) and GFAM (2010 to present); Senior Vice President and Chief Risk Officer, GFWM (2007-present).

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

The Statement of Additional Information includes additional information about the Funds’ Trustees and is available free of charge upon request by calling the Funds toll free at (888) 278-5809.

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4.	Proxy Voting Policies and Procedures and Proxy Voting Record (Unaudited)
	A description of the policies and procedures that the Funds use to determine how to vote proxies related to the Funds’ portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request by calling (888) 278-5809. Furthermore, you can obtain the Fund’s proxy voting records on the SEC’s website at http://www.sec.gov.
5.	Availability of Quarterly Portfolio Holdings Schedules (unaudited)
	The Funds file their complete schedules of portfolio holdings with the SEC for their first and third fiscal quarters on Form N-Q. Once filed, the Funds’ Form N-Q is available without charge, upon request on the SEC’s website (http://www.sec.gov) and is available by calling (888) 278-5809. You can also obtain copies of Form N-Q by (i) visiting the SEC’s Public Reference Room in Washington, D.C. (information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330); (ii) sending your request and a duplicating fee to the SEC’s Public Reference Room, Washington, D.C. 20549-0102; or (iii) sending your request electronically to publicinfo@sec.gov.
6.	Statement Regarding the Basis for Approval of Investment Advisory Agreement and Sub-Advisory Agreements (Unaudited).
	GPS FUNDS I:
	Annual Consideration and Approval of Investment Advisory and Sub-Advisory Agreements
	At the meeting of the Board of Trustees (the “Board” or the “Trustees”) of GPS Funds I (the “Trust”) held on March 5, 2013, the Board conducted its review and renewal of the investment advisory agreement between Genworth Financial Wealth Management, Inc. (“GFWM”) and the Trust, on behalf of each series of the Trust (collectively, the “Funds”) (the “Advisory Agreement”). Additionally, the Board considered the renewal of the investment sub-advisory agreements between (i) Delaware Management Company (“Delaware”) and GFWM, on behalf of the GuideMarkSM Tax-Exempt Fixed Income Fund; (ii) Nuveen Asset Management (“Nuveen”) and GFWM, on behalf of the GuideMarkSM Tax-Exempt Fixed Income Fund; (iii) Barrow, Hanley, Mewhinney & Strauss (“Barrow Hanley”) and GFWM, on behalf of the GuideMarkSM Core Fixed Income Fund and the GuideMarkSM Large Cap Value Fund; (iv) Wellington Management Company (“Wellington”) and GFWM, on behalf of the GuideMarkSM Large Cap Growth Fund; Pyramis Global Advisors (“Pyramis”) and GFWM, on behalf of the GuideMarkSM Small/Mid Cap Core Fund and the GuideMarkSM World ex-US Fund; (vi) Diamond Hill Capital Management (“Diamond Hill”) and GFWM, on behalf of the GuideMarkSM Opportunistic Equity Fund; and (vii) Westfield Capital Management Company (“Westfield”) and GFWM, on behalf of the GuideMarkSM Opportunistic Equity Fund (collectively, the “Sub-Advisory Agreements”). Hereinafter, Delaware, Nuveen, Barrow Hanley, Wellington, Pyramis, Diamond Hill and Westfield are collectively referred to as the “Sub-Advisors” and the above-listed Funds are collectively referred to as the “Sub-Advised Funds.” The Advisory Agreement and Sub-Advisory Agreements are collectively referred to herein as the “Agreements.”
	The Funds are managed using a “manager-of-managers” structure that generally involves the use of one or more sub-advisors to manage allocated portions of the Funds’ portfolios. Under this structure, GFWM is responsible for evaluating and selecting sub-advisors on an ongoing basis and making any decisions to recommend hiring, retaining, or replacing sub-advisors. The Board is engaged in monitoring this process in connection with its meetings held throughout the year, and under the manager-of-managers structure, all parties understand that sub-advisors are being monitored and evaluated, and are subject to replacement, at all times.

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The Board — including a majority of the independent Trustees - determined to approve the continuance of the Advisory Agreement and the Sub-Advisory Agreements. The material factors considered and the conclusions that formed the basis of the Board’s approval of the renewal of the Agreements are described below. This summary describes the most significant, but not all, of the factors evaluated by the Board. Prior to considering the approval of the renewal of the Agreements, the Trustees requested, received, and reviewed information relevant to their consideration of the Agreements. The Trustees also received assistance and advice regarding legal and industry standards from independent counsel to the independent Trustees. The determination to approve the renewal of the Agreements was based on a comprehensive evaluation of all of the information available to the Trustees and was not the result of any particular information or any single factor. Moreover, each Trustee may have afforded different weight to various information and factors in reaching his conclusions with respect to the renewal of the Agreements.

The Advisory Agreement

Materials Reviewed and the Review Process

Prior to voting to approve the renewal of the Advisory Agreement, the Trustees - assisted by independent legal counsel -specifically requested and were furnished with materials for purposes of their review of the Advisory Agreement. The materials provided to the Board with regard to the Funds related to, among other items: (a) the terms and conditions of the Advisory Agreement; (b) information describing the nature, extent, and quality of the services that GFWM provides to the Funds, the fees that GFWM charges to the Funds for these services, and a comparison of those fees to the fees paid by a peer group of other investment companies having investment objectives similar to the investment objectives of the Funds and that were identified as competitors; (c) information regarding GFWM’s business and operations, financial position, investment team, and compliance program; (d) information describing each Fund’s expense ratios compared to the Fund’s peer group of other registered investment companies with investment objectives similar to the investment objective(s) of the Fund; (e) information describing each Fund’s performance compared to the Fund’s peer group of other investment companies with investment objectives similar to the investment objective(s) of the Fund; (f) information regarding GFWM’s profitability in managing each Fund; and (g) other information relevant to the approval of the Advisory Agreement. The Trustees also considered presentations made by and discussions held with representatives of GFWM throughout the course of the year at regularly scheduled Board meetings.

The Trustees received assistance and advice regarding legal and industry standards from both independent counsel to the independent Trustees and from counsel to the Trust, which included detailed memoranda that described the Trustees’ legal duties and obligations in considering whether to approve the Agreements. The independent Trustees discussed the Agreements in communications prior to their meeting and during the course of their meeting in executive sessions with independent counsel, at which no representatives of GFWM were present.

Factors Considered

The Trustees considered and reached conclusions on a number of factors in making the decision to approve the Advisory Agreement. These factors and conclusions are described below.

Nature, Extent and Quality of Services Provided

With respect to the nature, extent and quality of the services that GFWM provides to the Funds, the Board considered the fact that, as an investment advisor operating within a manager-of-managers structure, GFWM maintains a primary focus on the selection, evaluation, and oversight of the Funds’ various Sub-Advisors and considered the Advisory Agreement in this context.

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The Trustees considered GFWM’s investment team and its capabilities, including with respect to the administrative and compliance services provided to the Funds, and GFWM’s selection and oversight of sub-advisors to the Funds. The Trustees considered the experience, capability, and integrity of GFWM’s management and other personnel, the role of GFWM’s senior management and the extent of its involvement with the Funds, and GFWM’s willingness to add personnel over time in order to ensure that appropriate staffing levels are maintained.

The Trustees also considered (a) the financial position of GFWM; (b) the quality of GFWM’s regulatory and legal compliance policies, procedures, and systems; (c) the nature, extent, and quality of administrative and shareholder services provided by GFWM to the Funds; and (d) GFWM’s supervision of the Funds’ third-party service providers.

The Board considered the breadth and quality of services that GFWM provides to the Funds. The Trustees also considered that the Funds are an integral part of GFWM’s program of asset allocation and shareholder services. Additionally, the Trustees considered GFWM’s ability to provide administrative and compliance-related services in connection with GFWM’s (a) oversight of the Sub-Advisors’ compliance with the Funds’ respective investment objectives, policies, and restrictions; (b) review of trading and brokerage matters; and (c) other oversight activities.

Based on the factors described above, among others, as well as the information provided to the Board in advance of their meeting and throughout the past year, the Trustees concluded that they were satisfied with the nature, extent, and quality of the services provided by GFWM to each Fund, which will continue to be provided to each Fund and its shareholders.

Investment Performance of the Funds

The Board considered the overall investment performance of the Funds and evaluated the Funds’ performance in the context of the manager-of-managers structure and the special considerations that such a structure requires. The Trustees considered whether the Funds operated within their investment objectives and styles, and considered each Fund’s record of compliance with its respective investment restrictions.

The Trustees also considered each Fund’s investment performance relative to its respective benchmark index and relative to the performance of funds with comparable investment strategies selected by a third-party information provider. The Trustees also considered all of the performance-related data that it had reviewed throughout the past year.

The Trustees considered each Fund’s performance for the fiscal year ended December 31, 2012 as compared to its benchmark and its peers selected by a third party information provider: the GuideMark^SM Large Cap Growth Fund had underperformed its benchmark and had performed in the fourth quartile of its peers; the GuideMark^SM Large Cap Value Fund had underperformed its benchmark and had performed in the third quartile of its peers; the GuideMark^SM Opportunistic Equity Fund had underperformed its benchmark and had performed in the second quartile of its peers; the GuideMark^SM Small/Mid Cap Core Fund and the GuideMark^SM Tax-Exempt Fixed Income Fund had outperformed their respective benchmarks and had performed in the top quartile of their respective peers; the GuideMark^SM World ex-US Fund had outperformed its benchmark and had performed in the third quartile of its peers; and the GuideMark^SM Core Fixed Income Fund had outperformed its benchmark and had performed in the fourth quartile of its peers. The Trustees considered that GFWM continued to be proactive in seeking to replace and/or add sub-advisors, to reallocate assets among sub-advisors, and to implement new investment strategies, with a view to improving Fund performance over the long term.

The Trustees considered that they had reviewed Fund performance, including the primary contributors to and detractors from performance, with GFWM and concluded that GFWM’s performance record in managing each of the Funds demonstrates that its continued management of the Funds, directly or through sub-advisors, will benefit each Fund and its shareholders.

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Advisory Fees and Total Expenses

The Board considered a detailed analysis of the Funds’ fees and expenses. The materials considered by the Trustees included (i) a comparison of the advisory fees and total expenses of each Fund (as a percentage of average net assets) with the fees and expenses of a group of funds selected by a third-party information provider; (ii) comparisons of each Fund’s expenses to industry averages; and (iii) fee schedules for the Sub-Advisors.

With respect to expense ratios, the Trustees considered that, as of December 31, 2012, each of GuideMark^SM Large Cap Value Fund, GuideMark^SM World ex-US Fund, GuideMark^SM Opportunistic Equity Fund, GuideMark^SM Core Fixed Income Fund and GuideMark^SM Tax-Exempt Fixed Income Fund had expense ratios that were above the applicable industry averages. The GuideMark^SM Large Cap Growth Fund and GuideMark^SM Small/Mid Cap Core Fund had expense ratios that were below the applicable industry averages. The Trustees considered the expense limitation arrangement under which GFWM had agreed to limit the Funds’ expenses since their inception, as well as GFWM’s other efforts to reduce overall Fund expenses, including attempts to improve asset flows, implementing programs such as securities lending and negotiating strategic contracts with service providers.

With respect to advisory fee levels, the Trustees considered that, as of December 31, 2012, each of GuideMark^SM Large Cap Growth Fund, GuideMark^SM Large Cap Value Fund, GuideMark^SM World ex-US Fund, GuideMark^SM Opportunistic Equity Fund, GuideMark^SM Core Fixed Income Fund and GuideMark^SM Tax-Exempt Fixed Income Fund had advisory fees that were higher than the applicable industry averages. The advisory fees charged to the GuideMark^SM Small/Mid Cap Core Fund were lower than the applicable industry average. The Trustees also considered GFWM’s agreement, when Trust assets are above certain levels, to waive a portion of its advisory fee.

In analyzing the Funds’ fee levels as compared to other similar funds, the Trustees considered the Funds’ fee levels in light of the Funds’ special distribution structure, under which the Funds were distributed as part of a suite of services with asset allocation modeling, full performance reporting and other services that are not typically provided with mutual funds. After comparing each Fund’s fees and total expenses with those of other comparable funds, and in light of the nature, extent, and quality of services provided to the Funds by GFWM, as well as the costs incurred by GFWM in rendering those services, the Trustees concluded that the level of the fees charged by GFWM to each Fund was reasonable in relation to the services provided by GFWM, and that the total expenses of each Fund were reasonable in light of the circumstances.

Advisor Costs, Level of Profits, Economies of Scale and Ancillary Benefits

The Board reviewed and discussed the financial information presented by GFWM, including information relating to the financial stability of GFWM and its historical and anticipated profitability with respect to its management of the Funds. The Board discussed the methods used by GFWM to allocate expenses to the Funds under its profitability analysis, and the Board considered the individual profitability of GFWM with respect to each Fund under this methodology. The Board noted that GFWM reported that the profitability of the Funds to GFWM for the quarter ended December 31, 2012 had decreased compared to the prior year.

The Trustees considered GFWM’s agreement to waive advisory fees received from the Funds and/or pay Fund expenses to the extent necessary to ensure that the Funds’ overall expenses do not exceed certain levels. The Trustees also considered GFWM’s agreement to waive advisory fees received from the Funds for breakpoint thresholds based on the Funds’ assets under management.

In evaluating GFWM’s profitability, the Trustees acknowledged that the Funds are distributed in connection with GFWM providing a package of administrative and other services as the sponsor of the GFWM investment platform, and considered the benefits that flow to Fund shareholders as a result of these services.

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The Trustees considered benefits received by GFWM as a result of its relationship with the Funds, including the benefits of offering an integrated set of investment options as an integral part of GFWM’s asset allocation investment programs and the related marketing rebates received by GFWM. The Trustees concluded that these benefits were reasonable.

The Trustees considered the anticipated effect of asset growth on each Fund’s expenses and other information that might suggest the potential for realizing economies of scale that could be shared with Fund shareholders.

The Trustees concluded, in light of the foregoing factors, that GFWM’s level of profitability is reasonable. Additionally, the Trustees concluded that the economies of scale being realized by GFWM, if any, do not mandate the implementation of new breakpoints or other changes in the fee structure for any Fund at this time.

Conclusion

The Trustees indicated that, while the consideration of the continuance of the Advisory Agreement is an annual exercise, the Board engages in a detailed analysis of each of these factors throughout the course of the year. Based upon all of the foregoing factors and such other matters as were deemed relevant, the Trustees concluded to approve the Advisory Agreement on behalf of the Funds. No single factor was determinative to the decision of the Trustees.

The Sub-Advisory Agreements

Materials Reviewed and the Review Process

Assisted by independent legal counsel, the Trustees specifically requested and were furnished with materials for purposes of their review of the Sub-Advisory Agreements. The materials provided to the Board related to, among other items: (a) the terms and conditions of the Sub-Advisory Agreements; (b) the nature, quality, and scope of the services to be provided by the Sub-Advisors, as well as the schedule of fees charged for such services; (c) each Sub-Advisor’s investment performance compared to an industry peer group as well as other sub-advisor client accounts; (d) comparative sub-advisory fee information; (e) information regarding each Sub-Advisor’s personnel, operations, financial position, and business operations; (f) information regarding each Sub-Advisor’s brokerage and compliance practices; and (g) information regarding each Sub-Advisor’s interactions with GFWM regarding management of the Sub-Advised Funds.

Additionally, during the course of the year, the Trustees received information relating to, among other items: (a) the quantitative performance of each Sub-Advisor; (b) GFWM’s evaluation, in accordance with its role as a “manager-of-managers,” of the nature, extent, and quality of the services provided by each Sub-Advisor; (c) GFWM’s profitability in managing each Fund and other information that might suggest the potential for realizing economies of scale that could be shared with Fund shareholders; and (d) benefits to each Sub-Advisor, such as receipt of research from brokers, that might result from the Sub-Advisor’s relationship with a Sub-Advised Fund. The Trustees considered and evaluated this information for purposes of determining whether to approve the Sub-Advisory Agreements.

The Trustees received assistance and advice regarding legal and industry standards from both independent counsel and from counsel to the Trust, which included detailed memoranda that described the Trustees’ legal duties and obligations in considering the renewal of the Sub-Advisory Agreements. The Trustees discussed the approval of the Sub-Advisory Agreements in communications prior to their meeting and, during the course of their meeting, in executive sessions with independent counsel at which no representatives of GFWM or the Sub-Advisors were present.

Factors Considered

The Trustees considered and reached conclusions on a number of factors in making the decision to approve the Sub-Advisory Agreements. In so doing, the Trustees considered GFWM’s active role as a “manager-of-managers,” which includes, among other functions, monitoring and evaluating the performance of the Sub-Advisors, recommending that any

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sub-advisor not performing as expected be replaced, and negotiating advantageous fee arrangements that could permit the Funds to realize economies of scale without compromising the quality of services. These factors and the Board’s conclusions are set forth below.
Nature, Extent and Quality of Services Provided
The Trustees considered each Sub-Advisor’s investment management process, including (a) the experience, capability, and integrity of the Sub-Advisor’s management, investment professionals, and other personnel; (b) the financial position of the Sub-Advisor; (c) the quality and commitment of the Sub-Advisor’s regulatory and legal compliance policies, procedures, and systems; and (d) the Sub-Advisor’s brokerage and trading practices.
The Trustees specifically considered the qualifications, experience and track record of the individuals and portfolio management teams at each Sub-Advisor that are responsible for the day-to-day management of each Fund’s portfolio. The Trustees also considered, with respect to each Sub-Advisor, the specific investment approach and level of expertise within its particular asset class. The Trustees considered each Sub-Advisor’s performance record compared to the relevant benchmark(s).
The Trustees concluded that the nature, extent, and quality of the services provided by each Sub-Advisor has benefited —and will continue to benefit — each Sub-Advised Fund and its shareholders and that these factors supported the Board’s determination to approve each Sub-Advisory Agreement.
Sub-Advisor Investment Performance
The Trustees considered whether each Sub-Advisor operated within its respective Sub-Advised Fund’s investment objective and style and considered each Sub-Advisor’s record of compliance with applicable investment restrictions. The Trustees also considered each Sub-Advisor’s investment performance for the fiscal year ended December 31, 2012 relative to a benchmark index or indices and its peers selected by a third party information provider:
(i)	Wellington, on behalf of the GuideMarkSM Large Cap Growth Fund, and Diamond Hill, on behalf of the GuideMarkSM Opportunistic Equity Fund, had each underperformed their respective benchmark and had performed in the third quartile of their respective peers;
(ii)	Barrow Hanley, on behalf of the GuideMarkSM Large Cap Value Fund, had underperformed its benchmark and had performed in the second quartile of its peers;
(iii)	Delaware and Nuveen, on behalf of the GuideMarkSM Tax Exempt Fixed Income Fund, had each outperformed their respective benchmark and had performed in the top quartile of their peers;
(iv)	Pyramis, on behalf of the GuideMarkSM World ex-US Fund, had outperformed its benchmark and had performed in the second quartile of its peers;
(v)	Westfield, on behalf of the GuideMarkSM Opportunistic Equity Fund, and Pyramis, on behalf of the GuideMarkSM Small/Mid Cap Core Fund, had each outperformed their respective benchmark and had performed in the top quartile of their respective peers; and
(vi)	Barrow Hanley, on behalf of the GuideMarkSM Core Fixed Income Fund, had outperformed its benchmark and had performed in the fourth quartile of its peers.
The Trustees further considered that Wellington had not been managing the GuideMarkSM Core Fixed Income Fund prior to the fiscal quarter ended December 31, 2012, and that it had outperformed its benchmark for that quarter and had performed in the third quartile of its peers.

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The Trustees considered that they had reviewed each Sub-Advisor, including the primary contributors to and detractors from performance, with GFWM and concluded that each Sub-Advisor’s performance record indicates that its continued management will benefit the respective Sub-Advised Fund(s) and its shareholders.

Sub-Advisory Fees, Level of Profits, Economies of Scale and Ancillary Benefits

The Trustees considered the fee paid to each Sub-Advisor by GFWM and other information that might suggest the potential for realizing economies of scale that could be shared with Fund shareholders. The Trustees did not consider the profitability of the Sub-Advisors to be a material factor based on representations from GFWM that it negotiates sub-advisory fees with the Sub-Advisors on an arm’s-length basis. The Trustees also considered individual reports prepared with regard to each Sub-Advisor containing comparative information regarding fees. The Trustees concluded that each Sub-Advisor’s fees were generally similar to the fees charged by each Sub-Advisor to other comparable funds and accounts and that they were fair in light of the relevant Sub-Advised Fund’s performance and asset levels.

The Trustees considered the anticipated effect of asset growth on each Fund’s expenses and other information that might suggest the potential for realizing economies of scale that could be shared with Fund shareholders. In this regard, the Trustees noted that certain of the Sub-Advisory Agreements’ fee schedules contain breakpoints which present potential economies of scale that could be shared with the Sub-Advised Funds’ shareholders as assets of those Sub-Advised Funds grow.

The Trustees concluded that the fees to be paid to each Sub-Advisor by GFWM are reasonable in light of the services performed for the Sub-Advised Funds by the Sub-Advisors, and that the economies of scale being realized by the Sub-Advisors, if any, do not mandate the implementation of breakpoints or other changes in the fee structure for any Fund at this time.

Conclusion

Based on their evaluation of the relevant factors, the Board — including the independent Trustees - concluded to approve the renewal of each Sub-Advisory Agreement. The Board also concluded that the fees to be paid to each Sub-Advisor are reasonable and that renewal of the Sub-Advisory Agreements is in the best interests of the Sub-Advised Funds and their shareholders. No single factor was determinative to the decision of the Trustees.

Consideration and Approval of a New Sub-Advisory Agreement with River Road

At the meeting of the Board of the Trust held on December 18, 2012, the Board approved a new sub-advisory agreement (the “River Road Sub-Advisory Agreement”) between River Road Asset Management, LLC (“River Road”) and GFWM, on behalf of the GuideMark^SM Opportunistic Equity Fund.

As noted above, the GuideMark^SM Opportunistic Equity Fund is managed using a “manager-of-managers” structure that generally involves the use of one or more sub-advisors to manage allocated portions of the Fund’s portfolio. Under this structure, GFWM is responsible for evaluating and selecting sub-advisors on an ongoing basis and making any decisions to recommend hiring, retaining, or replacing sub-advisors. The Board is engaged in monitoring this process in connection with its meetings held throughout the year and, under the manager-of-managers structure, all parties understand that sub-advisors are being monitored and evaluated, and are subject to replacement, at all times.

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

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and industry standards from independent counsel to the independent Trustees. In deciding to approve the agreement, the Board did not identify any particular information or any single factor or conclusion that was controlling.

Materials Reviewed and the Review Process

The Trustees, including the independent Trustees, considered various materials requested by counsel on behalf of the independent Trustees related to the River Road Sub-Advisory Agreement that included, among other items: (1) a copy of the proposed form of sub-advisory agreement between River Road and GFWM, on behalf of the Fund; (2) River Road’s responses to GFWM’s due diligence questionnaire, including information on River Road’s investment process; (3) River Road’s Form ADV disclosures; (4) a description of GFWM’s selection and recommendation process with respect to River Road, and the reasons for such recommendation; (5) information describing the nature, quality and extent of services that River Road would provide to the Fund, and the proposed sub-advisory fee schedule for such services; (6) comparative sub-advisory fee information; (7) information concerning River Road’s business and operations, investment team, compliance program and internal procedures, including biographical information for the investment professionals that would be responsible for the day-to-day management of River Road’s allocated portion of the Fund’s portfolio; (8) information regarding the financial condition of River Road; and (9) the historical investment performance of River Road’s two investment strategies.

The Trustees also considered the methods and resources that GFWM utilizes in its efforts to identify and engage sub-advisors for the Funds. GFWM confirmed that its recommendation of River Road was made after evaluating a number of other possible investment managers and was based on a number of factors, including GFWM’s objective to find a sub-advisor that would employ an investment strategy complementary to that currently employed by the Fund’s other sub-advisors, Westfield and Diamond Hill.

The Trustees received assistance and advice regarding legal and industry standards from both independent counsel and from counsel to the Trust, which included a detailed memorandum that described the Trustees’ legal duties and obligations in considering the River Road Sub-Advisory Agreement. The Trustees discussed the approval of the River Road Sub-Advisory Agreement before and during the course of their meeting in executive sessions with independent counsel at which no representatives of GFWM or River Road were present.

Factors Considered

In considering the River Road Sub-Advisory Agreement, the Trustees considered the following factors, to the extent they were applicable: (1) the nature, quality and extent of the services to be provided by River Road; (2) the investment performance of River Road; (3) the costs of the services to be provided and profits to be realized by River Road and its affiliates from the relationship with the Fund, including any “fall-out” benefits; (4) the extent to which economies of scale would be realized as the Fund grows; and (5) whether fee levels reflect those economies of scale for the benefit of Fund investors.

The independent Trustees relied upon the advice of independent counsel and their own business judgment in determining the material factors to be considered in evaluating the River Road Sub-Advisory Agreement and the weight to be given to each such factor. The conclusions reached by the independent Trustees were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each independent Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the River Road Sub-Advisory Agreement.

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Nature, Quality and Extent of Services to be Provided

The Trustees considered the nature, quality and extent of services that River Road would provide to the Fund. The Trustees discussed the specific investment process to be employed by River Road in managing its allocated portion of the Fund, the qualifications of River Road’s portfolio management team with regard to implementing the Fund’s investment mandate and River Road’s performance record as compared to a relevant benchmark. The Trustees considered River Road’s organization, personnel and operations. The Trustees also considered GFWM’s review and selection process with respect to River Road and GFWM’s favorable assessment as to the nature and quality of the sub-advisory services expected to be provided by River Road.

Based on their consideration and review of the foregoing factors, the Trustees concluded that the nature, quality and extent of the sub-advisory services to be provided by River Road, as well as River Road’s ability to render such services based on its experience, organization and resources, were appropriate for the Fund in light of the Fund’s investment objective, policies and strategies.

Sub-Advisor Investment Performance

Because River Road had not commenced providing sub-advisory services to the Fund at the time of the Trustees’ consideration of the River Road Sub-Advisory Agreement, the Trustees could not consider River Road’s investment performance with respect to its management of the Fund as a factor in evaluating the River Road Sub-Advisory Agreement. However, the Trustees did consider River Road’s historical performance record in managing other funds and accounts, including the historical performance of funds and accounts with the intended investment strategy recommended by GFWM for the Fund, compared to the Fund’s benchmark.

Sub-Advisory Fees, Level of Profits, Economies of Scale and Ancillary Benefits

The Trustees considered the compensation to be paid to River Road by GFWM in conjunction with the services that would be rendered to the Fund. The Trustees also considered comparisons of the fees to be paid by GFWM to River Road with fees charged by River Road to its other clients. In addition, the Trustees considered the recommendation of GFWM with respect to River Road and GFWM’s representation that the fees to be paid to River Road were the result of an arms-length negotiation. The Trustees considered that the sub-advisory fees would be paid by GFWM to River Road and would not be additional fees borne by the Fund.

The Trustees also considered the anticipated effect of asset growth on the expenses and other information that might suggest the potential for realizing economies of scale that could be shared with Fund shareholders. The Trustees noted that River Road’s fee schedule would contain breakpoints, which presents potential economies of scale that could be shared with the Fund’s shareholders as the Fund’s assets grow. The Trustees concluded that, in light of the quality and extent of the services to be provided, the proposed fees to be paid to River Road were reasonable.

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

Conclusion

After consideration of the foregoing factors, and such other matters as were deemed relevant, and with no single factor being determinative to their decision, the Trustees-including a majority of the independent Trustees—with the assistance of independent counsel concluded to approve the River Road Sub-Advisory Agreement, including the fees payable thereunder.

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GPS FUNDS II:

Annual Consideration and Approval of Investment Advisory and Sub-Advisory Agreements

At the meeting of the Board of Trustees (the “Board” or the “Trustees”) of GPS Funds II (the “Trust”) held on March 28, 2013, the Board considered the renewal of the investment advisory agreement between Genworth Financial Wealth Management, Inc. (the “Advisor” or “GFWM”) and the Trust, on behalf of each series of the Trust (collectively, the “Funds”) (the “Advisory Agreement”). Additionally, the Board considered the renewal of the investment sub-advisory agreements between (i) SSgA Funds Management (“SSgA FM”) and GFWM, on behalf of the GuideMark^SM Global Real Return Fund; (ii) Franklin Advisers (“Franklin”) and GFWM, on behalf of the GuideMark^SM Opportunistic Fixed Income Fund; and (iii) Loomis, Sayles & Co. (“Loomis Sayles”) and GFWM, on behalf of the GuideMark^SM Opportunistic Fixed Income Fund (collectively, the “Sub-Advisory Agreements”). Hereinafter, the above-listed Funds are collectively referred to as the “Sub-Advised Funds.” The Advisory Agreement and Sub-Advisory Agreements are collectively referred to herein as the “Agreements.”

The Sub-Advised Funds are managed using a “manager-of-managers” structure that generally involves the use of one or more sub-advisors to manage allocated portions of the Funds’ portfolios. For those Funds, GFWM is responsible for evaluating and selecting sub-advisors on an ongoing basis and making any decisions to recommend hiring, retaining, or replacing sub-advisors. The Board is engaged in monitoring this process in connection with its meetings held throughout the year, and under the manager-of-managers structure, all parties understand that sub-advisors are being monitored and evaluated, and are subject to replacement, at all times.

The Board — including a majority of the independent Trustees — determined to approve the continuance of the Agreements for the applicable Funds. The material factors considered and the conclusions that formed the basis of the Board’s approval of the renewal of the Agreements are described below. Prior to considering the approval of the renewal of the Agreements, the Trustees requested, received, and reviewed information relevant to their consideration of the Agreements. The Trustees also received assistance and advice regarding legal and industry standards from independent counsel to the independent Trustees (“Independent Counsel”). The determination to approve the renewal of the Agreements was based on a comprehensive evaluation of all of the information available to the Trustees and was not the result of any particular information or any single factor. Moreover, each Trustee may have afforded different weight to various information and factors in reaching his conclusions with respect to the renewal of the Agreements.

The Advisory Agreement

Materials Reviewed and the Review Process

Prior to voting to approve the renewal of the Agreements, the Trustees — assisted by Independent Counsel — specifically requested and were furnished with materials for purposes of their review of the Agreements. The materials provided to the Board with regard to the Funds related to, among other items: (a) the terms and conditions of the Advisory Agreement, including confirmation from GFWM that no change to the existing terms of any Agreement were proposed; (b) information describing the nature, extent, and quality of the services that GFWM provides to the Funds, the fees that GFWM charges to the Funds for these services, and a comparison of those fees to the fees paid by a peer group of other investment companies having investment objectives similar to the investment objectives of the Funds and that were identified as competitors; (c) information regarding GFWM’s business and operations, financial position, investment team, and compliance program; (d) information describing each Fund’s expense ratios compared to the Fund’s peer group of other registered investment companies with investment objectives similar to the investment objective(s) of the Fund; (e) information describing each Fund’s performance compared to the Fund’s peer group of other investment companies with investment objectives similar

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to the investment objective(s) of the Fund; (f) information about the performance of GFWM’s investment strategies and the effect of their active management services; (g) information regarding GFWM’s profitability in managing each Fund; and (h) other information relevant to the approval of the Advisory Agreement. The Trustees also considered presentations made by and discussions held with representatives of GFWM throughout the course of the year at regularly scheduled Board meetings.

The Trustees received assistance and advice regarding legal and industry standards from both Independent Counsel and from counsel to the Trust, which included detailed memoranda that described the Trustees’ legal duties and obligations in considering whether to approve the Agreements. The independent Trustees discussed the Agreements in communications prior to their meeting and during the course of their meeting in executive session with Independent Counsel, at which no representatives of GFWM were present.

Factors Considered

The Trustees considered and reached conclusions on a number of factors in making the decision to approve the Advisory Agreement. These factors and conclusions are described below.

Nature, Extent and Quality of Services Provided

The Trustees considered the nature, extent and quality of the services that GFWM provides to the Funds. With respect to the Sub-Advised Funds, the Board considered the fact that, as an investment advisor operating within a manager-of-managers structure, GFWM maintains a primary focus on the selection, evaluation, and oversight of the Funds’ various Sub-Advisors and considered the Advisory Agreement in this context.

The Trustees considered GFWM’s investment team and its capabilities, including with respect to the administrative and compliance services provided to the Funds, and GFWM’s selection and oversight of sub-advisors to the Funds. The Trustees considered the experience, capability, and integrity of GFWM’s management and other personnel, the role of GFWM’s senior management and the extent of its involvement with the Funds, and GFWM’s willingness to add personnel over time in order to ensure that appropriate staffing levels are maintained.

The Trustees also considered (a) the financial position of GFWM; (b) the quality of GFWM’s regulatory and legal compliance policies, procedures, and systems; (c) the nature, extent, and quality of administrative and shareholder services provided by GFWM to the Funds; and (d) GFWM’s supervision of the Funds’ third-party service providers.

The Board considered the breadth and quality of services that GFWM provides to the Funds. The Trustees also considered that the Funds are an integral part of GFWM’s program of asset allocation and shareholder services. Additionally, with respect to the Sub-Advised Funds, the Trustees considered GFWM’s ability to provide administrative and compliance-related services in connection with GFWM’s (a) oversight of the Sub-Advisors’ compliance with the Funds’ respective investment objectives, policies, and restrictions; (b) review of trading and brokerage matters; and (c) other oversight activities.

Based on the factors described above, among others, as well as the information provided to the Board in advance of their meeting and throughout the past year, the Trustees concluded that they were satisfied with the nature, extent, and quality of the services provided by GFWM to each Fund, which will continue to be provided to each Fund.

Investment Performance of the Funds

The Board considered the overall investment performance of the Funds and, with respect to the Sub-Advised Funds, evaluated the Funds’ performance in the context of the manager-of-managers structure. The Trustees considered whether

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the Funds operated within their investment objectives and styles, and considered each Fund’s record of compliance with its respective investment restrictions.

The Trustees also considered each Fund’s investment performance relative to its respective benchmark index or indices and relative to the performance of funds with comparable investment strategies selected by a third-party information provider. The Trustees also considered performance-related data received throughout the past year at and in connection with meetings of the Board.

The Trustees considered that for the fiscal year ended December 31, 2012, the GuideMark^SM Opportunistic Fixed income Fund had outperformed its benchmark and had performed in the top quartile of its peers selected by a third-party information provider. The GuideMark^SM Global Real Return Fund had outperformed its benchmarks and had performed in the second quartile of its peers. The GuidePath^SM Strategic Asset Allocation Fund and GuidePath^SM Tactical Constrained Asset Allocation Fund had underperformed their respective benchmarks but had performed in the top quartile of their respective peers. The GuidePath^SM Tactical Unconstrained Asset Allocation Fund had underperformed its benchmark and had performed in the second quartile of its peers. The GuidePath^SM Absolute Return Asset Allocation Fund had outperformed its benchmark but had performed in the fourth quartile of its peers.

For the GuidePath^SM Multi-Asset Income Asset Allocation Fund, GuidePath^SM Fixed Income Allocation Fund and GuidePath^SM Altegris Multi-Strategy Alternative Allocation Fund, the Trustees reviewed the comparative performance for the three-month period ended December 31, 2012 for which the Funds had actual performance; however, the Trustees noted the relatively short period and determined that more time is necessary to evaluate GFWM’s investment performance with respect to these Funds. The Trustees noted that the GuidePath^SM Multi-Asset Income Asset Allocation Fund had outperformed its benchmarks and had performed in the top quartile of its peers. The GuidePath^SM Fixed Income Allocation Fund had outperformed its benchmark and had performed in the fourth quartile of its peers. And finally, the GuidePath^SMAltegris Multi-Strategy Alternative Allocation Fund had underperformed its benchmark and had performed in the fourth quartile of its peers.

The Trustees considered that, as applicable, GFWM continued to be proactive in seeking to replace and/or add sub-advisors or underlying Funds, to reallocate assets among sub-advisors or underlying Funds, and to implement new investment strategies, with a view to improving Fund performance over the long term.

The Trustees considered that they had reviewed Fund performance, including the primary contributors to and detractors from performance, with GFWM and concluded that GFWM’s performance record in managing each of the Funds is satisfactory and supported a decision to approve the renewal of the Agreements.

Advisory Fees and Total Expenses

The Board considered a detailed analysis of the Funds’ fees and expenses. The materials considered by the Trustees included (i) a comparison of the advisory fees and total expenses of each Fund (as a percentage of average net assets) with the fees and expenses of a group of funds selected by a third-party information provider; (ii) comparisons of each Fund’s expenses to industry averages; and (iii) fee schedules for the Funds’ Sub-Advisors, as applicable.

With respect to expense ratios, the Trustees considered that, as of December 31, 2012, each Fund’s expense ratio was higher than the applicable industry averages. The Trustees considered the expense limitation arrangement under which GFWM had agreed to limit the Funds’ expenses since their inception, as well as GFWM’s other efforts to reduce overall Fund expenses, including attempts to improve asset flows, implementing programs such as securities lending and negotiating strategic contracts with service providers.

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With respect to advisory fee levels, the Trustees considered that, as of December 31, 2012, each Fund’s advisory fee level is higher than the applicable industry averages.

In analyzing the Funds’ fee levels as compared to other similar funds, the Trustees considered the Funds’ fee levels in light of the Funds’ special distribution structure, under which the Funds were distributed as part of a suite of products and services with asset allocation modeling, full performance reporting and other services that are not typically provided with mutual funds. After comparing each Fund’s fees and total expenses with those of other comparable funds, and in light of the nature, extent, and quality of services provided to the Funds by GFWM, as well as the costs incurred by GFWM in rendering those services, the Trustees concluded that the level of the fees charged by GFWM to each Fund was reasonable.

Advisor Costs, Level of Profits, Economies of Scale and Ancillary Benefits

The Board reviewed and discussed the financial information presented by GFWM, including information relating to the financial stability of GFWM and its historical and anticipated profitability with respect to its management of the Funds. The Board discussed the methods used by GFWM to allocate expenses to the Funds under its profitability analysis, and the Board considered the individual profitability of GFWM with respect to each Fund under this methodology.

The Trustees considered GFWM’s agreement to waive advisory fees received from the Funds and/or pay Fund expenses to the extent necessary to ensure that the Funds’ overall expenses do not exceed certain levels.

In evaluating GFWM’s profitability, the Trustees acknowledged that the Funds are distributed in connection with GFWM providing a package of administrative and other services as the sponsor of the GFWM investment platform, and considered the benefits that flow to Fund shareholders as a result of these services.

The Trustees considered ancillary benefits received by GFWM as a result of its relationship with the Funds, including the benefits of offering an integrated set of investment options as an integral part of GFWM’s asset allocation investment programs and the related marketing rebates received by GFWM. The Trustees concluded that these benefits were reasonable.

The Trustees considered the anticipated effect of asset growth on each Fund’s expenses, and other information that might suggest the potential for realizing economies of scale that could be shared with Fund shareholders.

The Trustees concluded, in light of the foregoing factors, that GFWM’s level of profitability is reasonable. Additionally, the Trustees concluded that the economies of scale being realized by GFWM, if any, do not mandate the implementation of new breakpoints or other changes in the fee structure for any Fund at this time.

Conclusion

Based upon all of the foregoing factors and such other matters as were deemed relevant, the Trustees concluded to approve the renewal of the Advisory Agreement on behalf of the Funds.

The Sub-Advisory Agreements

Materials Reviewed and the Review Process

Assisted by Independent Counsel, the Trustees specifically requested and were furnished with materials for purposes of their review of each Sub-Advisory Agreement. The materials provided to the Board related to, among other items: (a) the terms and conditions of the Sub-Advisory Agreements; (b) the nature, quality, and scope of the services to be provided by the Sub-Advisors, as well as the schedule of fees charged for such services; (c) each Sub-Advisor’s investment performance compared to an industry peer group as well as other sub-advisor client accounts; (d) comparative sub-advisory fee information; (e) information regarding each Sub-Advisor’s personnel, operations, financial position, and business

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operations; (f) information regarding each Sub-Advisor’s brokerage and compliance practices; and (g) information regarding each Sub-Advisor’s interactions with GFWM regarding management of the Sub-Advised Funds.

Additionally, during the course of the year, the Trustees received information relating to, among other items: (a) the quantitative performance of each Sub-Advisor; (b) GFWM’s evaluation, in accordance with its role as a “manager-of-managers,” of the nature, extent, and quality of the services provided by each Sub-Advisor; (c) GFWM’s profitability in managing each Fund and other information that might suggest the potential for realizing economies of scale that could be shared with Fund shareholders; and (d) benefits to each Sub-Advisor, such as receipt of research from brokers, that might result from the Sub-Advisor’s relationship with a Sub-Advised Fund.

The Trustees received assistance and advice regarding legal and industry standards from both Independent Counsel and from counsel to the Trust, which included detailed memoranda that described the Trustees’ legal duties and obligations in considering the renewal of the Sub-Advisory Agreements. The Trustees discussed the approval of the Sub-Advisory Agreements in communications prior to their meeting and, during the course of their meeting, in executive session with Independent Counsel at which no representatives of GFWM or the Sub-Advisors were present.

Factors Considered

The Trustees considered and reached conclusions on a number of factors in making the decision to approve the Sub-Advisory Agreements. In so doing, the Trustees considered GFWM’s role as a “manager-of-managers,” which includes, among other functions, monitoring and evaluating the performance of the Sub-Advisors, recommending that any sub-advisor not performing as expected be replaced, and negotiating advantageous fee arrangements that could permit the Funds to realize economies of scale without compromising the quality of services. These factors and the Board’s conclusions are set forth below.

Nature, Extent and Quality of Services Provided

The Trustees considered each Sub-Advisor’s investment management process, including (a) the experience, capability, and integrity of the Sub-Advisor’s management, investment professionals, and other personnel; (b) the financial position of the Sub-Advisor; (c) the quality and commitment of the Sub-Advisor’s regulatory and legal compliance policies, procedures, and systems; and (d) the Sub-Advisor’s brokerage and trading practices.

The Trustees specifically considered the qualifications, experience and track record of the individuals and portfolio management teams at each Sub-Advisor that are responsible for the day-to-day management of each Fund’s portfolio. The Trustees also considered, with respect to each Sub-Advisor, the specific investment approach and level of expertise within its particular asset class. The Trustees considered each Sub-Advisor’s performance record to the relevant benchmark(s).

The Trustees concluded that the nature, extent, and quality of the services provided by each Sub-Advisor to its respective Sub-Advised Fund is satisfactory.

Sub-Advisor Investment Performance

The Trustees considered whether each Sub-Advisor operated within its respective Sub-Advised Fund’s investment objective and style and considered each Sub-Advisor’s record of compliance with applicable investment restrictions. The Trustees also considered each Sub-Advisor’s investment performance relative to benchmark indices. The Trustees considered that, for the fiscal year ended December 31, 2012, SSgA FM, on behalf of the GuideMark^SM Global Real Return Fund, and Franklin and Loomis Sayles, on behalf of the GuideMark^SM Opportunistic Fixed Income Fund, outperformed their respective benchmarks and had performed in the top quartile of their peers selected by a third-party information provider.

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The Trustees considered that for all relevant periods, each Sub-Advisor had outperformed its relevant benchmark(s) and had performed in the top quartile of its respective peers selected by a third-party information provider.

The Trustees considered that they had reviewed each Sub-Advisor, including the primary contributors to and detractors from performance, with GFWM and concluded that each Sub-Advisor’s performance record is satisfactory.

Sub-Advisory Fees, Level of Profits, Economies of Scale and Ancillary Benefits

The Trustees considered the fee paid to each Sub-Advisor by GFWM and other information that might suggest the potential for realizing economies of scale that could be shared with Fund shareholders. The Trustees did not consider the profitability of the Sub-Advisors to be a material factor based on representations from GFWM that it negotiates sub-advisory fees with the Sub-Advisors on an arm’s-length basis. The Trustees also considered individual reports prepared with regard to each Sub-Advisor, containing comparative information regarding fees. The Trustees noted that each Sub-Advisor’s fees were generally similar to the fees charged by each Sub-Advisor to other comparable funds and accounts and that they were fair in light of Fund performance and asset levels.

The Trustees considered the anticipated effect of asset growth on each Fund’s expenses, and other information that might suggest the potential for realizing economies of scale that could be shared with Fund shareholders. In this regard, the Trustees noted that certain of the Sub-Advisory Agreements’ fee schedules contain breakpoints which present potential economies of scale that could be shared with the Sub-Advised Funds’ shareholders as assets of the Sub-Advised Fund grow.

The Trustees concluded that the fees to be paid to each Sub-Advisor by GFWM are reasonable in light of the services performed for the Sub-Advised Funds by the Sub-Advisors, and that the economies of scale being realized by the Sub-Advisors, if any, do not mandate the implementation of breakpoints or other changes in the fee structure for any Fund at this time.

The Trustees considered that there was no allocation of Fund brokerage to brokers affiliated with a Sub-Advisor. They noted that only Loomis Sayles uses “soft dollar” commissions to pay for research and brokerage services, and considered the benefits to Loomis Sayles from its use of soft dollars. The Trustees also considered any other ancillary benefits that accrue to a Sub-Advisor or any affiliate by virtue of the Sub-Advisor’s relationship with the Fund, and concluded that such benefits, if any, were reasonable.

Conclusion

Based on their evaluation of the relevant factors, the Board - including the independent Trustees - concluded to approve the renewal of each Sub-Advisory Agreement.

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GuidePath^SM Funds

GUIDEMARKSM FUNDS & GUIDEPATHSM FUNDS
GuideMarkSM Large Cap Growth Fund
GuideMarkSM Large Cap Value Fund
GuideMarkSM Small/Mid Cap Core Fund
GuideMarkSM World ex-US Fund
GuideMarkSM Opportunistic Equity Fund
GuideMarkSM Global Real Return Fund
GuideMarkSM Core Fixed Income Fund
GuideMarkSM Tax-Exempt Fixed Income Fund
GuideMarkSM Opportunistic Fixed Income Fund
GuidePathSM Strategic Asset Allocation Fund
GuidePathSM Tactical ConstrainedSM Asset Allocation Fund
GuidePathSM Tactical UnconstrainedSM Asset Allocation Fund
GuidePathSM Absolute Return Asset Allocation Fund
GuidePathSM Multi-Asset Income Asset Allocation Fund
GuidePathSM Fixed Income Allocation Fund
GuidePathSM Altegris® Multi-Strategy Alternative Allocation Fund
Investment Advisor
Genworth Financial Wealth Management, Inc.
2300 Contra Costa Blvd., Suite 600
Pleasant Hill, CA 94523
Legal Counsel
Stradley Ronon Stevens & Young, LLP	This document must be preceded or accompanied by a free prospectus. Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Fund. Please read the prospectus carefully before you invest or send money.
2005 Market Street, Suite 2600
Philadelphia, PA 19103
Independent Registered Public Accounting Firm
KPMG LLP
4200 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402
Transfer Agent, Fund Accountant
and Fund Administrator
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
Custodians
U.S. Bank, N.A.                                                         BNY Mellon Asset Servicing
1555 North RiverCenter Drive, Suite 302                 One Wall Street
Milwaukee, WI 53212                                               New York, NY 10286
Distributor	Annual Report March 31, 2013
Capital Brokerage Corporation
(dba Genworth Financial Brokerage Corporation in Indiana)
6620 West Broad Street Building 2
Richmond, VA 23230
Member FINRA

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

A copy of the registrant’s Code of Ethics is filed herewith.

Item 3. Audit Committee Financial Expert.

The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Dennis Schmal is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees

For the fiscal year ended March 31, 2013, the registrant’s principal accountant billed the registrant $182,900 for professional services rendered for the audit of the registrant’s annual financial statements or services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements.

For the fiscal year ended March 31, 2012, the registrant’s principal accountant billed the registrant $149,000 for professional services rendered for the audit of the registrant’s annual financial statements or services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements.

(b) Audit-Related Fees

None.

c) Tax Fees

For the fiscal year ended March 31, 2013, the registrant’s principal accountant billed the registrant $38,570 for professional services rendered for tax compliance, tax advice and tax planning.

For the fiscal year ended March 31, 2012, the registrant’s principal accountant billed the registrant $30,000 for professional services rendered for tax compliance, tax advice and tax planning.

(d) All Other Fees

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None.

(e)(1)		The registrant’s audit committee charter provides that the audit committee is responsible for the approval, prior to appointment, of the engagement of auditors annually to audit and to provide their opinion on the registrant’s financial statements. The audit committee charter also provides that the audit committee is responsible for the approval, prior to appointment, of the engagement of the auditor to provide other audit services to the registrant or to provide non-audit services to the registrant, its investment adviser or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant, if the engagement relates directly to the operations and financial reporting of the registrant.
(e)(2)		There were no services in paragraphs (b) through (d) above (including services required to be approved by the audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X) that were approved pursuant to the waiver provision of paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f)	None of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the fiscal year ended March 31, 2013 were attributable to work performed by persons other than the principal accountant’s full-time, permanent employees.
(g)	The aggregate non-audit fees billed by the registrant’s principal accountant for services rendered to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant for the fiscal years ended March 31, 20132 and March 31, 2012, were $0 and $0, respectively.
(h)	The registrant’s audit committee has considered whether the provision of non-audit services that were rendered to the registrant’s 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 to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

Item 6. Investments.

Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

None.

Item 11. Controls and Procedures.

(a)

The Registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)

There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the 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) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Filed herewith.
	(2) A separate certification for each principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
	(3) Any written solicitation to purchase securities under Rule 23c-1 under the Investment Company Act of 1940 sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.
(b)	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

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SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)		GPS Funds I
By (Signature and Title)			/s/ Carrie E. Hansen
			Carrie E. Hansen, Principal Executive Officer/President
Date	5/28/13

          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/ Carrie E. Hansen
		Carrie E. Hansen, Principal Executive Officer/President
Date	5/28/13
By (Signature and Title)		/s/ Starr E. Frohlich
		Starr E. Frohlich, Principal Financial Officer/Treasurer
Date	5/28/13

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