TD Ameritrade Collective Investment Funds for Employee Benefit Plans STARPATH FUNDS. Financial Reports Year Ended December 31, 2011

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1 TD Ameritrade Collective Investment Funds for Employee Benefit Plans Financial Reports

2 Contents Independent Auditor s Report 1 Financial Statements Statements of Assets and Liabilities 2-3 Schedules of Portfolio Investments 4-9 Statements of Operations Statements of Changes in Participants Interest Financial Highlights Notes to Financial Statements Other Financial Information (Unaudited) Summary Schedules of Monthly Values STARCORE I FUND Summary Schedule of Investment Changes 24 STARCORE II FUND Summary Schedule of Investment Changes 25 STARCORE III FUND Summary Schedule of Investment Changes 26 STARCORE IV FUND Summary Schedule of Investment Changes 27 STARCORE GLOBAL VALUE FUND Summary Schedule of Investment Changes 28 STARCORE INTERNATIONAL FUND Summary Schedule of Investment Changes 29 STARCORE U.S. FUND Summary Schedule of Investment Changes 30 STARTRACK 2010 FUND Summary Schedule of Investment Changes 31 STARTRACK 2020 FUND Summary Schedule of Investment Changes 32 STARTRACK 2030 FUND Summary Schedule of Investment Changes 33 STARTRACK 2040 FUND Summary Schedule of Investment Changes 34

3 Independent Auditor s Report To the Trust Committee TD Ameritrade Collective Investment Funds for Employee Benefit Plans Denver, Colorado We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments, of the (the Funds), which include the STARCORE I FUND, STARCORE II FUND, STARCORE III FUND, STARCORE IV FUND, STARCORE GLOBAL VALUE FUND, STARCORE INTERNATIONAL FUND, STARCORE U.S. FUND, STARCORE 2010 FUND, STARCORE 2020 FUND, STARCORE 2030 FUND and STARCORE 2040 FUND (eleven of the funds constituting the TD Ameritrade Collective Investment Funds for Employee Benefit Plans), as of December 31, 2011, and the related statements of operations, changes in participants interest and financial highlights for the year 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 auditing standards generally accepted in the United States of America. 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. 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 STARCORE I FUND, STARCORE II FUND, STARCORE III FUND, STARCORE IV FUND, STARCORE GLOBAL VALUE FUND, STARCORE INTERNATIONAL FUND, STARCORE U.S. FUND, STARCORE 2010 FUND, STARCORE 2020 FUND, STARCORE 2030 FUND and STARCORE 2040 FUND as of December 31, 2011, and the results of their operations and their financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements as a whole. The other financial information is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has not been subjected to the auditing procedures applied in the audits of the basic financial statements, and accordingly, we do not express an opinion or provide any assurance on it. Denver, Colorado March 12,

4 Statements of Assets and Liabilities December 31, 2011 STARCORE GLOBAL STARCORE STARCORE I STARCORE II STARCORE III STARCORE IV VALUE INTERNATIONAL STARCORE FUND FUND FUND FUND FUND FUND U.S. FUND ASSETS Investments at fair value (1) $ 12,412,310 $ 38,342,791 $ 31,500,882 $ 40,761,303 $ 2,193,916 $ 2,274,847 $ 2,220,163 Cash 2 6,558 16,239 17, Dividends receivable Receivable for investments sold 17, ,631 - Receivable for participants units issued - 10,284-20,783 1,741 1, Total assets $ 12,430,310 $ 38,359,638 $ 31,517,126 $ 40,799,855 $ 2,196,564 $ 2,282,854 $ 2,221,297 LIABILITIES AND PARTICIPANTS' INTEREST LIABILITIES Trustee fee payable $ 1,586 $ 4,890 $ 3,970 $ 5,185 $ 280 $ 293 $ 280 Sub-advisor fee payable 3,700 11,410 9,263 12, Accrued audit fee 1,054 2,087 2,087 2, Payable for investments purchased - 6,560 16,240 17, Payable for participant units redeemed 224,698-13, Payable to affiliate 17, ,631 - Total liabilities 249,034 24,947 44,963 37,783 2,468 8,237 2,311 PARTICIPANTS' INTEREST 12,181,276 38,334,691 31,472,163 40,762,072 2,194,096 2,274,617 2,218,986 Total liabilities and participants' interest $ 12,430,310 $ 38,359,638 $ 31,517,126 $ 40,799,855 $ 2,196,564 $ 2,282,854 $ 2,221,297 (1) Cost $ 12,025,016 $ 37,368,225 $ 31,538,540 $ 41,937,898 $ 2,275,085 $ 2,657,282 $ 2,247,392 See Notes to Financial Statements. 2

5 Statements of Assets and Liabilities - Continued December 31, 2011 STARTRACK STARTRACK STARTRACK STARTRACK 2010 FUND 2020 FUND 2030 FUND 2040 FUND ASSETS Investments at fair value (1) $ 2,763,875 $ 7,150,133 $ 6,750,257 $ 2,712,925 Cash ,606 - Dividends receivable Receivable for investments sold ,914 Receivable for participants units issued 1,208 2,848 2,834 1,224 Total assets $ 2,765,397 $ 7,153,799 $ 6,764,698 $ 2,730,063 LIABILITIES AND PARTICIPANTS' INTEREST LIABILITIES Trustee fee payable $ 350 $ 895 $ 838 $ 334 Sub-advisor fee payable 817 2,088 1, Accrued audit fee 628 1,276 1, Payable for investments purchased ,604 - Payable to affiliate ,914 Total liabilities 2,108 5,076 15,674 17,655 PARTICIPANTS' INTEREST 2,763,289 7,148,723 6,749,024 2,712,408 Total liabilities and participants' interest $ 2,765,397 $ 7,153,799 $ 6,764,698 $ 2,730,063 (1) Cost $ 2,718,695 $ 7,042,133 $ 6,426,822 $ 2,610,792 See Notes to Financial Statements. 3

6 Schedules of Portfolio Investments December 31, 2011 % of Participants' Interest (1) STARCORE I FUND Number of Shares Cost Fair Value % of Participants' Interest (1) STARCORE II FUND Number of Shares Cost Fair Value Short-term money market Federated Treasury Obligation Fund 1.9% 226,568 $ 226,568 $ 226, % 720,203 $ 720,203 $ 720,203 TDBank Institutional MMDA (2) 0.0% % Total short-term money market 1.9% 226, , % 720, ,204 Mutual funds United States stock DFA U.S. Core Equity 1 Portfolio 21.5% 243,362 2,427,002 2,618, % 1,198,032 12,164,528 12,890,821 DFA U.S. Large Cap Value Portfolio 1.9% 12, , , % 48, , ,971 DFA U.S. Small Cap Value Portfolio 1.8% 9, , , % 38, , ,533 Total United States stock 25.2% 2,865,643 3,072, % 13,961,985 14,709,325 International stock DFA Emerging Markets Core Equity Portfolio 1.7% 11, , , % 74,788 1,261,016 1,289,353 DFA International Core Equity Portfolio 6.9% 90, , , % 398,946 4,210,952 3,694,238 Total international stock 8.6% 1,136,411 1,041, % 5,471,968 4,983,591 United States bond DFA Inflation Protected Securities Portfolio 16.7% 166,730 1,827,900 2,039, % 347,531 3,812,546 4,250,301 DFA Short-Term Government Portfolio 22.2% 251,132 2,687,861 2,709, % 525,492 5,628,830 5,670,057 Total United States bond 38.9% 4,515,761 4,748, % 9,441,376 9,920,358 International bond DFA Five Year Global Fixed Income Portfolio 23.2% 259,284 2,851,436 2,828, % 517,826 5,696,181 5,649,482 Total international bond 23.2% 2,851,436 2,828, % 5,696,181 5,649,482 United States real estate DFA Real Estate Securities Portfolio 4.1% 21, , , % 102,201 2,076,511 2,359,831 Total United States real estate 4.1% 429, , % 2,076,511 2,359,831 Total mutual funds 100.0% 11,798,447 12,185, % 36,648,021 37,622,587 Total investments 101.9% $ 12,025,016 $ 12,412, % $ 37,368,225 $ 38,342,791 (1) Percentage of participants interest may not recompute as fair value and participants interest are rounded. (2) The percentage of participants' interest is less than 0.05% and therefore rounds to 0.0%. See Notes to Financial Statements. 4

7 Schedules of Portfolio Investments - Continued December 31, 2011 % of Participants' Interest (1) STARCORE III FUND Number of Shares Cost Fair Value % of Participants' Interest (1) STARCORE IV FUND Number of Shares Cost Fair Value Short-term money market Federated Treasury Obligation Fund 1.9% 608,104 $ 608,104 $ 608, % 808,613 $ 808,613 $ 808,613 TDBank Institutional MMDA (2) 0.0% % Total short-term money market 1.9% 608, , % 808, ,614 Mutual funds United States stock DFA U.S. Core Equity 1 Portfolio 47.5% 1,388,726 14,602,231 14,942, % 2,151,467 22,843,151 23,149,789 DFA U.S. Large Cap Value Portfolio 3.0% 48, , , % 107,132 2,264,769 2,050,498 DFA U.S. Small Cap Value Portfolio 2.9% 38, , , % 85,212 2,101,362 1,973,517 Total United States stock 53.4% 16,524,691 16,770, % 27,209,282 27,173,804 International stock DFA Emerging Markets Core Equity Portfolio 4.3% 78,649 1,254,409 1,355, % 124,360 1,989,810 2,143,974 DFA International Core Equity Portfolio 13.5% 457,706 5,012,052 4,238, % 724,186 8,133,341 6,705,964 Total international stock 17.8% 6,266,461 5,594, % 10,123,151 8,849,938 United States bond DFA Inflation Protected Securities Portfolio 5.7% 146,448 1,580,773 1,791, DFA Short-Term Government Portfolio 6.5% 189,710 2,022,155 2,046, Total United States bond 12.2% 3,602,928 3,838, International bond DFA Five Year Global Fixed Income Portfolio 7.6% 218,213 2,383,623 2,380, Total international bond 7.6% 2,383,623 2,380, United States real estate DFA Real Estate Securities Portfolio 7.3% 99,996 2,152,732 2,308, % 170,158 3,796,851 3,928,947 Total United States real estate 7.3% 2,152,732 2,308, % 3,796,851 3,928,947 Total mutual funds 98.3% 30,930,435 30,892, % 41,129,284 39,952,689 Total investments 100.2% $ 31,538,540 $ 31,500, % $ 41,937,898 $ 40,761,303 (1) Percentage of participants interest may not recompute as fair value and participants interest are rounded. (2) The percentage of participants' interest is less than 0.05% and therefore rounds to 0.0%. See Notes to Financial Statements. 5

8 Schedules of Portfolio Investments - Continued December 31, 2011 % of Participants' Interest (1) STARCORE GLOBAL VALUE FUND Number of Shares Cost Fair Value % of Participants' Interest (1) STARCORE INTERNATIONAL FUND Number of Shares Cost Fair Value Short-term money market Federated Treasury Obligation Fund 2.0% 44,219 $ 44,219 $ 44, % 49,035 $ 49,035 $ 49,035 TDBank Institutional MMDA (2) 0.0% % Total short-term money market 2.0% 44,220 44, % 49,036 49,036 Mutual funds United States stock DFA U.S. Core Equity 2 Portfolio 24.2% 50, , , DFA U.S. Large Cap Value Portfolio 23.9% 27, , , DFA U.S. Small Cap Value Portfolio 23.0% 21, , , Total United States stock 71.1% 1,539,222 1,559, International stock DFA Emerging Markets Core Equity Portfolio 4.5% 5, ,549 99, % 25, , ,897 DFA International Core Equity Portfolio 9.4% 22, , , % 133,087 1,481,814 1,232,387 DFA International Value Portfolio 8.4% 12, , , % 12, , ,483 DFA International Small Cap Value Portfolio 4.6% 7, , , DFA Large Cap International Portfolio % 22, , ,044 Total international stock 26.9% 691, , % 2,608,246 2,225,811 Total mutual funds 98.0% 2,230,865 2,149, % 2,608,246 2,225,811 Total investments 100.0% $ 2,275,085 $ 2,193, % $ 2,657,282 $ 2,274,847 (1) Percentage of participants interest may not recompute as fair value and participants interest are rounded. (2) The percentage of participants' interest is less than 0.05% and therefore rounds to 0.0%. See Notes to Financial Statements. 6

9 Schedules of Portfolio Investments - Continued December 31, 2011 % of Participants' Interest (1) STARCORE U.S. FUND Number of Shares Cost Fair Value % of Participants' Interest (1) STARTRACK 2010 FUND Number of Shares Cost Fair Value Short-term money market Federated Treasury Obligation Fund 1.9% 41,985 $ 41,985 $ 41, % 50,373 $ 50,373 $ 50,373 TDBank Institutional MMDA (2) 0.0% % Total short-term money market 1.9% 41,986 41, % 50,374 50,374 Mutual funds United States stock DFA U.S. Core Equity 1 Portfolio 60.1% 123,928 1,334,085 1,333, % 39, , ,622 DFA U.S. Large Cap Value Portfolio 5.9% 6, , , % 2,748 49,180 52,594 DFA U.S. Large Company Portfolio 12.4% 27, , , DFA U.S. Small Cap Value Portfolio 9.4% 9, , , % 2,202 47,042 51,004 Total United States stock 87.8% 1,980,467 1,947, % 488, ,220 International stock DFA Emerging Markets Core Equity Portfolio % 2,686 47,972 46,309 DFA International Core Equity Portfolio % 15, , ,496 Total international stock % 201, ,805 United States bond DFA Short-Term Government Portfolio % 65, , ,780 DFA Inflation Protected Securities Portfolio % 43, , ,379 Total United States bond % 1,211,640 1,232,159 International bond DFA Five Year Global Fixed Income Portfolio % 64, , ,916 Total international bond % 720, ,916 United States real estate DFA Real Estate Securities Portfolio 10.4% 9, , , % 2,399 46,802 55,401 Total United States real estate 10.4% 224, , % 46,802 55,401 Total mutual funds 98.2% 2,205,406 2,178, % 2,668,321 2,713,501 Total investments 100.1% $ 2,247,392 $ 2,220, % $ 2,718,695 $ 2,763,875 (1) Percentage of participants interest may not recompute as fair value and participants interest are rounded. (2) The percentage of participants' interest is less than 0.05% and therefore rounds to 0.0%. See Notes to Financial Statements. 7

10 Schedules of Portfolio Investments - Continued December 31, 2011 % of Participants' Interest (1) STARTRACK 2020 FUND Number of Shares Cost Fair Value % of Participants' Interest (1) STARTRACK 2030 FUND Number of Shares Cost Fair Value Short-term money market Federated Treasury Obligation Fund 1.9% 135,540 $ 135,540 $ 135, % 129,338 $ 129,338 $ 129,338 TDBank Institutional MMDA (2) 0.0% % Total short-term money market 1.9% 135, , % 129, ,339 Mutual funds United States stock DFA U.S. Core Equity 1 Portfolio 40.1% 266,722 2,718,940 2,869, % 298,277 2,922,392 3,209,457 DFA U.S. Large Cap Value Portfolio 2.9% 11, , , % 10, , ,718 DFA U.S. Small Cap Value Portfolio 2.9% 8, , , % 8, , ,206 Total United States stock 45.9% 3,124,547 3,286, % 3,290,351 3,605,381 International stock DFA Emerging Markets Core Equity Portfolio 3.5% 14, , , % 17, , ,772 DFA International Core Equity Portfolio 12.6% 97,167 1,001, , % 99, , ,986 Total international stock 16.1% 1,271,665 1,147, % 1,293,005 1,213,758 United States bond DFA Short-Term Government Portfolio 10.6% 69, , , % 39, , ,333 DFA Inflation Protected Securities Portfolio 8.8% 51, , , % 30, , ,897 Total United States bond 19.4% 1,350,918 1,383, % 784, ,230 International bond DFA Five Year Global Fixed Income Portfolio 10.5% 68, , , % 45, , ,284 Total international bond 10.5% 769, , % 513, ,284 United States real estate DFA Real Estate Securities Portfolio 6.2% 19, , , % 21, , ,265 Total United States real estate 6.2% 390, , % 416, ,265 Total mutual funds 98.1% 6,906,592 7,014, % 6,297,483 6,620,918 Total investments 100.0% $ 7,042,133 $ 7,150, % $ 6,426,822 $ 6,750,257 (1) Percentage of participants interest may not recompute as fair value and participants interest are rounded. (2) The percentage of participants' interest is less than 0.05% and therefore rounds to 0.0%. See Notes to Financial Statements. 8

11 Schedules of Portfolio Investments - Continued December 31, 2011 % of Participants' Interest (1) STARTRACK 2040 FUND Number of Shares Cost Fair Value Short Term Money Market Federated Treasury Obligation Fund 2.0% 52,896 $ 52,896 $ 52,896 TDBank Institutional MMDA (2) 0.0% Total short-term money market 2.0% 52,897 52,897 Mutual funds United States stock DFA U.S. Core Equity 1 Portfolio 52.1% 131,216 1,307,471 1,411,883 DFA U.S. Large Cap Value Portfolio 4.0% 5, , ,231 DFA U.S. Small Cap Value Portfolio 3.8% 4,508 98, ,411 Total United States stock 59.9% 1,508,852 1,624,525 International stock DFA Emerging Markets Core Equity Portfolio 5.3% 8, , ,481 DFA International Core Equity Portfolio 15.5% 45, , ,297 Total international stock 20.8% 612, ,778 United States bond DFA Short-Term Government Portfolio 3.3% 8,262 89,784 89,151 DFA Inflation Protected Securities Portfolio 2.3% 5,090 58,137 62,254 Total United States bond 5.6% 147, ,405 International bond DFA Five Year Global Fixed Income Portfolio 3.3% 8,150 90,805 88,915 Total international bond 3.3% 90,805 88,915 United States real estate DFA Real Estate Securities Portfolio 8.5% 9, , ,405 Total United States real estate 8.5% 198, ,405 Total mutual funds 98.1% 2,557,895 2,660,028 Total investments 100.1% $ 2,610,792 $ 2,712,925 (1) Percentage of participants interest may not recompute as fair value and participants interest are rounded. (2) The percentage of participants' interest is less than 0.05% and therefore rounds to 0.0%. See Notes to Financial Statements. 9

12 Statements of Operations STARCORE STARCORE I FUND STARCORE II FUND STARCORE III FUND STARCORE IV FUND GLOBAL VALUE FUND STARCORE INTERNATIONAL FUND Investment income: Dividends $ 416,062 $ 1,070,165 $ 749,973 $ 812,346 $ 45,990 $ 76,090 Total investment income 416,062 1,070, , ,346 45,990 76,090 Expenses: Sub-advisor fees 45, , , ,728 7,472 9,424 Audit fees 6,000 9,000 9,000 10,000 3,000 3,000 Trustee fees 19,380 56,944 49,388 67,598 3,202 4,039 Total expenses 70, , , ,326 13,674 16,463 Net investment income 345, , , ,020 32,316 59,627 Realized and unrealized gain (loss) on investments Net realized gain on investments sold 243, , ,917 82,047 27,307 4,612 Net change in unrealized appreciation on investments (393,731) (1,638,248) (1,802,508) (2,685,089) (281,807) (517,459) Net realized and unrealized loss on investments (150,290) (950,208) (1,336,591) (2,603,042) (254,500) (512,847) Net increase (decrease) in participants' interest resulting from operations $ 195,173 $ (78,856) $ (760,244) $ (2,026,022) $ (222,184) $ (453,220) See Notes to Financial Statements. 10

13 Statements of Operations - Continued STARCORE U.S. FUND STARTRACK 2010 FUND STARTRACK 2020 FUND STARTRACK 2030 FUND STARTRACK 2040 FUND Investment income: Dividends $ 35,920 $ 89,610 $ 166,550 $ 139,525 $ 53,865 Total investment income 35,920 89, , ,525 53,865 Expenses: Sub-advisor fees 7,599 8,029 20,212 19,439 8,645 Audit fees 3,000 3,000 4,000 4,000 3,000 Trustee fees 3,256 3,441 8,662 8,331 3,705 Total expenses 13,855 14,470 32,874 31,770 15,350 Net investment income 22,065 75, , ,755 38,515 Realized and unrealized gain (loss) on investments Net realized gain on investments sold 8,697 70,212 56,102 94,678 46,815 Net change in unrealized appreciation on investments (58,046) (89,311) (321,797) (361,976) (221,996) Net realized and unrealized loss on investments (49,349) (19,099) (265,695) (267,298) (175,181) Net increase (decrease) in participants' interest resulting from operations $ (27,284) $ 56,041 $ (132,019) $ (159,543) $ (136,666) See Notes to Financial Statements. 11

14 Statements of Changes in Participants' Interest STARCORE I FUND STARCORE II FUND STARCORE III FUND Units Amount Units Amount Units Amount Participants' interest at beginning of year 1,025,161 $ 11,992,862 3,175,333 $ 36,008,495 3,167,884 $ 34,404,733 From operations: Net investment income 345, , ,347 Net realized gain on investments sold 243, , ,917 Net change in unrealized appreciation on investments (393,731) (1,638,248) (1,802,508) Net increase (decrease) in participants' interest resulting from operations 195,173 (78,856) (760,244) From participating unit transactions: Issuance of units 295,993 3,540, ,338 11,433, ,908 6,185,925 Redemption of units (297,900) (3,547,173) (779,971) (9,028,715) (758,967) (8,358,251) Net increase (decrease) from participating unit transactions (1,907) (6,759) 216,367 2,405,052 (192,059) (2,172,326) Participants' interest at end of year 1,023,254 $ 12,181,276 3,391,700 $ 38,334,691 2,975,825 $ 31,472,163 STARCORE GLOBAL VALUE STARCORE INTERNATIONAL STARCORE IV FUND FUND FUND Units Amount Units Amount Units Amount Participants' interest at beginning of year 4,554,552 $ 46,715, ,732 $ 1,901, ,061 $ 2,920,958 From operations: Net investment income 577,020 32,316 59,627 Net realized gain on investments sold 82,047 27,307 4,612 Net change in unrealized appreciation on investments (2,685,089) (281,807) (517,459) Net decrease in participants' interest resulting from operations (2,026,022) (222,184) (453,220) From participating unit transactions: Issuance of units 960,613 9,643, ,968 1,011,355 65, ,579 Redemption of units (1,352,990) (13,571,078) (50,899) (496,464) (84,149) (880,700) Net increase (decrease) from participating unit transactions (392,377) (3,927,110) 51, ,891 (18,801) (193,121) Participants' interest at end of year 4,162,175 $ 40,762, ,801 $ 2,194, ,260 $ 2,274,617 See Notes to Financial Statements. 12

15 Statements of Changes in Participants' Interest - Continued STARTRACK 2020 STARCORE U.S. FUND STARTRACK 2010 FUND FUND Units Amount Units Amount Units Amount Participants' interest at beginning of year 203,291 $ 1,993, ,849 $ 2,027, ,133 $ 4,253,741 From operations: Net investment income 22,065 75, ,676 Net realized gain on investments sold 8,697 70,212 56,102 Net change in unrealized appreciation on investments (58,046) (89,311) (321,797) Net increase (decrease) in participants' interest resulting from operations (27,284) 56,041 (132,019) From participating unit transactions: Issuance of units 67, , ,586 1,642, ,053 3,783,003 Redemption of units (42,641) (425,133) (84,773) (962,738) (69,152) (756,002) Net increase from participating unit transactions 24, ,879 59, , ,901 3,027,001 Participants' interest at end of year 228,102 $ 2,218, ,662 $ 2,763, ,034 $ 7,148,723 STARTRACK 2030 FUND STARTRACK 2040 FUND Units Amount Units Amount Participants' interest at beginning of year 444,517 $ 4,754, ,512 $ 2,049,279 From operations: Net investment income 107,755 38,515 Net realized gain on investments sold 94,678 46,815 Net change in unrealized appreciation on investments (361,976) (221,996) Net decrease in participants' interest resulting from operations (159,543) (136,666) From participating unit transactions: Issuance of units 275,834 2,927, ,671 1,521,510 Redemption of units (72,667) (773,395) (71,592) (721,715) Net increase from participating unit transactions 203,167 2,153,865 76, ,795 Participants' interest at end of year 647,684 $ 6,749, ,591 $ 2,712,408 See Notes to Financial Statements. 13

16 Financial Highlights STARCORE STARCORE I FUND STARCORE II FUND STARCORE III FUND STARCORE IV FUND GLOBAL VALUE FUND STARCORE INTERNATIONAL FUND Selected per unit data Unit value beginning of year $ $ $ $ $ 9.87 $ Income from investment operations: Net investment income (a) Net realized and unrealized loss on investments (0.12) (0.30) (0.47) (0.60) (1.02) (1.98) Total from investment operations 0.20 (0.04) (0.28) (0.47) (0.87) (1.75) Unit value end of year $ $ $ $ 9.79 $ 9.00 $ 8.95 Total return 1.71% (0.35)% (2.58)% (4.58)% (8.81)% (16.36)% Ratios and supplemental data Participants' interest, end of year $ 12,181,276 $ 38,334,691 $ 31,472,163 $ 40,762,072 $ 2,194,096 $ 2,274,617 Ratio of net investment income to average participants' interest 2.66% 2.28% 1.73% 1.26% 1.50% 2.19% Ratio of expenses to average participants' interest 0.54% 0.52% 0.52% 0.52% 0.63% 0.60% (a) Net investment income per share was calculated using the average shares method. See Notes to Financial Statements. 14

17 Financial Highlights - Continued STARCORE U.S. FUND STARTRACK 2010 FUND STARTRACK 2020 FUND STARTRACK 2030 FUND STARTRACK 2040 FUND Selected per unit data Unit value beginning of year $ 9.81 $ $ $ $ Income from investment operations: Net investment income (a) Net realized and unrealized loss on investments (0.18) (0.07) (0.40) (0.49) (0.63) Total from investment operations (0.08) 0.30 (0.15) (0.28) (0.47) Unit value end of year $ 9.73 $ $ $ $ 9.91 Total return (0.82)% 2.71% (1.37)% (2.62)% (4.53)% Ratios and supplemental data Participants' interest, end of year $ 2,218,986 $ 2,763,289 $ 7,148,723 $ 6,749,024 $ 2,712,408 Ratio of net investment income to average participants' interest 1.01% 3.28% 2.29% 1.92% 1.55% Ratio of expenses to average participants' interest 0.63% 0.63% 0.56% 0.57% 0.62% (a) Net investment income per share was calculated using the average shares method. See Notes to Financial Statements. 15

18 Notes to Financial Statements Note 1. Organization The (the Funds) are collective investment funds established under the Declaration of Trust establishing the TD Ameritrade Trust Company (TDATC, referred to herein as the Trustee) Collective Investment Funds for Employee Benefit Plans to provide for the collective investment and reinvestment of assets of qualified employer sponsored retirement plans. TDATC serves as the trustee, custodian, transfer agent, and record-keeper for the Funds. Rogers Capital Management (referred to herein as the Sub-Advisor) provides investment sub-advisory services for the Funds. The following describes the individual Funds, as set forth in the Declaration of Trust: STARCORE I FUND : Seeks to be the most conservative of the, placing a greater emphasis on current income. Under normal circumstances, the STARCORE I FUND will invest 60% of its assets in fixed-income mutual funds and 40% of its assets in equity asset class mutual funds. The fixed-income portion of the STARCORE I FUND will primarily consist of fixedincome mutual funds that invest in high quality investment grade fixed-income securities with durations and maturities in the short to intermediate term range. The equity portion of the STARCORE I FUND will consist of 65-85% U.S equity asset class mutual funds and 15-35% international equity asset class mutual funds. STARCORE II FUND : Designed to reflect a standard 60/40 asset allocation model (60% equity asset class mutual funds, 40% fixed-income mutual funds). While the STARCORE II FUND seeks to benefit from an increased equity allocation, it also seeks to mitigate potential short-term return volatility through bond exposure. Under normal circumstances, the equity portion of the STARCORE II FUND will consist of 65-85% U.S. equity asset class mutual funds and 15-35% international equity asset class mutual funds. STARCORE III FUND : Designed for more aggressive wealth enhancement through increased equity positions, while maintaining a smaller allocation of fixed-income mutual funds. The STARCORE III FUND will seek to invest 80% of its assets in equity asset class mutual funds and 20% of its assets in fixed-income mutual funds. Under normal circumstances, the equity portion of the STARCORE III FUND will consist of 65-85% U.S. equity asset class mutual funds and 15-35% international equity asset class mutual funds. STARCORE IV FUND : A globally-diversified equity Fund designed for long-term investors who are willing to experience potentially increased short-term return volatility. The STARCORE IV FUND seeks to be broadly diversified across and within domestic, international and emerging market asset classes. The STARCORE IV FUND also seeks to capture the benefits of long-term global stock market appreciation. 16

19 Notes to Financial Statements STARCORE GLOBAL VALUE FUND : This equity Fund is globally-diversified across all market capitalizations and has a significant value tilt. Under normal circumstances, this Fund seeks to invest up to 98% of its assets in equity asset class mutual funds. The STARCORE GLOBAL VALUE FUND will primarily invest in the asset classes of domestic value, international value, and emerging market value mutual funds. The STARCORE GLOBAL VALUE FUND will strive to increase potential expected long-term returns through the Fund s value exposure, as opposed to more traditional blended markets or growth-oriented mutual funds. STARCORE INTERNATIONAL FUND : Seeks to be invested in thirty-eight countries, excluding the U.S. & Canada. The STARCORE INTERNATIONAL FUND will consist of mutual funds that invest in both developed and emerging markets. Under normal circumstances, the STARCORE INTERNATIONAL FUND will invest up to 98% of its assets in equity asset class mutual funds. The STARCORE INTERNATIONAL FUND will seek to diversify amongst all market capitalizations and styles, with the intention of gaining the potential benefits of investment opportunities outside the U.S. and Canada. STARCORE U.S. FUND : Seeks to be invested solely in U.S. equity asset class mutual funds. The STARCORE U.S. FUND will be diversified among all market capitalizations, as well as among value, growth, and blended styles. Under normal circumstances, the STARCORE U.S. FUND will invest up to 98% of its assets in equity asset class mutual funds. The STARCORE U.S. FUND will strive to capture the benefits of investing broadly in the U.S. stock market through domestic asset class mutual funds. STARTRACK 2010 FUND : Will initially seek to invest 40% of its assets in equity asset class mutual funds and 60% of its assets in fixed-income mutual funds. As the target date approaches, the Sub- Advisor will seek to reduce risk significantly on a periodic basis by adjusting the Fund s ratio of equity to fixed-income mutual funds. Upon the target date, the STARTRACK 2010 FUND will seek to achieve an asset allocation of 30% equity asset class mutual funds and 70% fixed-income mutual funds. STARTRACK 2020 FUND : Will initially seek to invest 70% of its assets in equity asset class mutual funds and 30% of its assets in fixed-income mutual funds. The STARTRACK 2020 FUND will strive to maintain such an asset mix, depending on the prevailing market conditions, until approximately years before the stated target date. Once the STARTRACK 2020 FUND is within the final years of the target date, the Sub-Advisor will seek to reduce risk significantly on a periodic basis by adjusting the Fund s ratio of equity to fixed-income mutual funds as the target date approaches. Upon the target date, the STARTRACK 2020 FUND will seek to achieve an asset allocation of 30% equity asset class mutual funds and 70% fixed-income mutual funds. 17

20 Notes to Financial Statements STARTRACK 2030 FUND : Will initially seek to invest 80% of its assets in equity asset class mutual funds and 20% of its assets in fixed-income mutual funds. The STARTRACK 2030 FUND will strive to maintain such an asset mix, depending on the prevailing market conditions, until approximately years before the stated target date. Once the STARTRACK 2030 FUND is within the final years of the target date, the Sub-Advisor will seek to reduce risk significantly on a periodic basis by adjusting the Fund s ratio of equity to fixed-income mutual funds as the target date approaches. Upon the target date, the STARTRACK 2030 FUND will seek to achieve an asset allocation of 30% equity asset class mutual funds and 70% fixed-income mutual funds. STARTRACK 2040 FUND : Will initially seek to invest 90% of its assets in equity asset class mutual funds and 10% of its assets in fixed-income mutual funds. The STARTRACK 2040 FUND will strive to maintain such an asset mix, depending on the prevailing market conditions, until approximately years before the stated target date. Once the STARTRACK 2040 FUND is within the final years of the target date, the Sub-Advisor will seek to reduce risk significantly on a periodic basis by adjusting the Fund s ratio of equity to fixed-income mutual funds as the target date approaches. Upon the target date, the STARTRACK 2040 FUND will seek to achieve an asset allocation of 30% equity asset class mutual funds and 70% fixed-income mutual funds. Note 2. Summary of Significant Accounting Policies The following is a summary of the significant accounting policies followed by the Funds in the preparation of the accompanying financial statements. Principles of accounting: The Funds follow Generally Accepted Accounting Principles (GAAP), as established by the Financial Accounting Standards Board (FASB), to ensure consistent reporting of financial condition and results of operations. Cash and cash equivalents: The Funds consider all highly liquid instruments with original maturities of three months or less to be cash equivalents. Cash balances of the Funds and other affiliated entities are combined into a deposit account provided by an affiliate of the Trustee. The balance of the deposit account is in excess of federally insured limits; however, the Funds do not believe they are exposed to any significant credit risk. Use of estimates: The preparation of financial statements in conformity with GAAP required the Funds Trustee 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 results of operations during the reporting period. Actual results could differ from those estimates. Investment valuation: The Funds record investments at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Funds utilize valuation techniques to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities recorded at fair value are categorized within the fair value hierarchy based upon the level of judgment associated with the inputs used to measure their value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy are described below: 18

21 Notes to Financial Statements Level 1. Unadjusted quoted prices for identical assets or liabilities in active markets that the Funds have the ability to access at the measurement date. Level 2. Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3. Inputs that are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Funds assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Short-term investments are valued at cost, which approximates fair value. Mutual funds are valued at their daily net asset value. All financial instruments listed in the schedules of portfolio investments are considered Level 1, measured at fair value on a recurring basis based on quoted prices for identical assets in active markets. The Funds assess the levels of the investments at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer in accordance with the Funds accounting policies regarding the recognition of transfers between levels of the fair value hierarchy. During the year ended December 31, 2011, there were no transfers between fair value hierarchy levels by the Funds. Investment transactions, interest, and dividends: Investment transactions are recorded on trade date. Realized gains and losses on investment transactions are determined on the average lot cost method and are included as net realized gain on investments sold in the accompanying statements of operations. The difference between the cost and the fair value of open investments is reflected as unrealized appreciation (depreciation) on investments, and any change in that amount from the prior period are reflected in the accompanying statements of operations. Interest income is recognized under the accrual basis. Dividend income is recognized on the ex-dividend date. Federal income taxes: Each Fund is a "group trust" that meets the requirements of ASC 740, Income Taxes (ASC 740), and is exempt from taxation under ASC 740; therefore, no federal income tax provision is required. FASB provides guidance for how uncertain tax positions should be recognized, measured, disclosed and presented in the financial statements. This requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Funds tax returns to determine whether the tax positions are more-likely-than-not of being sustained when challenged or when examined by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense and liability in the current year. For the year ended December 31, 2011, management has determined that there are no material uncertain tax positions. The Funds file income tax returns in U.S. federal jurisdiction, and various states. The current and prior three tax years generally remain subject to examination by U.S. federal and most state tax authorities. 19

22 Notes to Financial Statements Statement of cash flows: The Funds have elected not to provide a statement of cash flows as permitted by GAAP accounting standards as all of the following conditions have been met: a. During the year, substantially all of the Funds investments were highly liquid; b. Substantially all of the Funds investments are carried at fair value; c. The Funds had little or no debt during the year; d. The Funds financial statements include a statement of changes in participants interest. Participant transactions: The unit values of the Funds are determined at the close of each business day when the New York Stock Exchange is open for business. Units could have been issued and redeemed on any business day at the daily unit value. All earnings, gains, and losses of the Funds are reflected in the computation of the daily unit value and are realized by the participants upon withdrawal from the Funds. Net investment income and net realized gains are reinvested, and thus, there are no distributions of net investment income or net realized gains to participants. Subsequent events: The Funds have evaluated subsequent events for potential recognition and/or disclosure through March 12, 2012, the date the financial statements were available to be issued. Recently adopted accounting pronouncements: In January 2010, the FASB issued an amendment to the guidance on determining fair value which requires new disclosures and reasons for significant transfers of financial assets and liabilities between Levels 1 and 2. This amendment also clarifies that fair value measurement disclosures are required for each class of financial assets and liabilities, and disclosures about inputs and valuation techniques are required for both Level 2 and Level 3 measurements. It further clarifies that the reconciliation of Level 3 measurements should separately present purchases, sales, issuances, and settlements instead of netting these changes. With respect to matters other than Level 3 measurements, the amendment was effective for periods beginning on or after December 15, 2009, guidance related to Level 3 measurements was effective for periods beginning on or after December 15, The adoption of this amendment did not have a material impact on the Funds financial statements. Recently issued accounting pronouncements: In May 2011, the FASB issued an amendment to the guidance pertaining to fair value measurements that included a common definition of fair value and information to assist entities to measure and disclose fair value with regards to U.S. GAAP and International Financial Reporting Standards convergence issues. This guidance becomes effective for periods beginning after December 15, The Funds are currently evaluating the impact this amendment may have on the Funds financial statements. Note 3. Related-Party Transactions For liquidity and administrative purposes, the Funds seek to maintain approximately 2% of their assets in cash or an equivalent. The mandatory cash component for the Funds could have been comprised of a bank depository account provided by an affiliate of the Trustee or a short-term money market fund. The short-term money market fund alternative provided is the Federated Treasury Obligation Fund, which is not an affiliate of the Trustee. In the event the audit fee impacts the Funds unit value as determined on a daily basis, by an amount greater than $0.005 per unit, the Trustee will assume such audit fees. In addition, if the audit fees caused the Funds total expenses, including the expense of the underlying assets, to exceed 2% annually, the Trustee will assume such audit fees. For the year ended December 31, 2011, the Trustee did not assume any audit fees. 20

23 Notes to Financial Statements As of December 31, 2011, the Funds had payables to an affiliate relating to advances of cash in the following amounts, which are included on the statements of assets and liabilities: STARCORE I FUND $ 17,996 STARCORE INTERNATIONAL FUND 6,631 STARTRACK 2040 FUND 15,914 Note 4. Fees The Trustee charges the Funds a fee equal to 0.50% per annum of net assets (participants interest) held by external participants. This fee is accrued on a daily basis and is paid monthly in arrears. Of this fee, 0.35% is paid to the Sub-Advisor for sub-advisory services provided to the Funds, which is presented on the statements of operations, or to a qualified custodian for unit holder servicing and administrative services as directed by the Plan Sponsor. The Trustee may serve as a qualified custodian, in which case the 0.35% will be paid directly to a Participating Trust account. Note 5. Indemnifications In the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties that provide indemnifications under certain circumstances. The Funds maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. The Funds expect the risk of future obligation under these indemnifications to be remote. 21

24 Other Financial Information (Unaudited)

25 Summary Schedules of Monthly Values (Unaudited) STARCORE I FUND STARCORE II FUND STARCORE III FUND STARCORE IV FUND Units Outstanding Unit Value Units Outstanding Unit Value Units Outstanding Unit Value Units Outstanding Unit Value Month-end: December 31, ,025,161 $ ,175,333 $ ,167,884 $ ,554,552 $ January 31, ,075, ,223, ,109, ,604, February 28, ,105, ,266, ,111, ,531, March 31, ,080, ,287, ,118, ,523, April 30, ,088, ,265, ,110, ,514, May 31, ,102, ,278, ,125, ,523, June 30, ,105, ,333, ,969, ,515, July 31, ,123, ,239, ,931, ,415, August 31, ,084, ,316, ,881, ,269, September 30, ,084, ,354, ,910, ,285, October 31, ,083, ,452, ,935, ,237, November 30, ,103, ,444, ,960, ,218, December 31, ,023, ,391, ,975, ,162, STARCORE GLOBAL VALUE FUND STARCORE INTERNATIONAL FUND STARCORE U.S. FUND Units Outstanding Unit Value Units Outstanding Unit Value Units Outstanding Unit Value Month-end: December 31, ,732 $ ,061 $ ,291 $ 9.81 January 31, , , , February 28, , , , March 31, , , , April 30, , , , May 31, , , , June 30, , , , July 31, , , , August 31, , , , September 30, , , , October 31, , , , November 30, , , , December 31, , , ,

26 Summary Schedules of Monthly Values (Unaudited) - Continued STARTRACK 2010 FUNDS STARTRACK 2020 FUNDS STARTRACK 2030 FUNDS STARTRACK 2040 FUNDS Units Outstanding Unit Value Units Outstanding Unit Value Units Outstanding Unit Value Units Outstanding Unit Value Month-end: December 31, ,849 $ ,133 $ ,517 $ ,512 $ January 31, , , , , February 28, , , , , March 31, , , , , April 30, , , , , May 31, , , , , June 30, , , , , July 31, , , , , August 31, , , , , September 30, , , , , October 31, , , , , November 30, , , , , December 31, , , , ,

27 STARCORE I FUND Summary Schedule of Investment Changes (Unaudited) (in Shares) Cost of Investments DFA Emerging Markets Core Equity Portfolio 3,454 $ 72,151 DFA Five Year Global Fixed Income Portfolio 88, ,919 DFA Inflation Protected Securities Portfolio 56, ,767 DFA International Core Equity Portfolio 26, ,030 DFA Real Estate Securities Portfolio 5, ,087 DFA Short-Term Government Portfolio 84, ,437 DFA U.S. Core Equity 1 Portfolio 63, ,846 DFA U.S. Large Cap Value Portfolio 3,171 64,773 DFA U.S. Small Cap Value Portfolio 2,574 64,844 Federated Treasury Obligation Fund 155, ,540 Redemptions Realized (in Shares) Gain (Loss) Redemptions DFA Emerging Markets Core Equity Portfolio 4,117 $ 17,771 DFA Five Year Global Fixed Income Portfolio 55,709 12,557 DFA Inflation Protected Securities Portfolio 40,763 51,088 DFA International Core Equity Portfolio 29,461 9,078 DFA Real Estate Securities Portfolio 8,046 22,996 DFA Short-Term Government Portfolio 51,123 13,293 DFA U.S. Core Equity 1 Portfolio 84,115 97,179 DFA U.S. Large Cap Value Portfolio 4,091 5,585 DFA U.S. Small Cap Value Portfolio 3,945 13,894 Federated Treasury Obligation Fund 123,516 $ - 243,441 24

28 STARCORE II FUND Summary Schedule of Investment Changes (Unaudited) Cost of (in Shares) Investments DFA Emerging Markets Core Equity Portfolio 20,112 $ 411,055 DFA Five Year Global Fixed Income Portfolio 177,696 1,962,489 DFA Inflation Protected Securities Portfolio 118,360 1,388,184 DFA International Core Equity Portfolio 106,140 1,144,232 DFA Real Estate Securities Portfolio 24, ,520 DFA Short-Term Government Portfolio 178,064 1,932,461 DFA U.S. Core Equity 1 Portfolio 281,134 3,086,149 DFA U.S. Large Cap Value Portfolio 11, ,870 DFA U.S. Small Cap Value Portfolio 9, ,041 Federated Treasury Obligation Fund 461, ,700 Redemptions Realized (in Shares) Gain (Loss) Redemptions DFA Emerging Markets Core Equity Portfolio 16,986 $ 84,848 DFA Five Year Global Fixed Income Portfolio 78,461 9,357 DFA Inflation Protected Securities Portfolio 63,601 66,208 DFA International Core Equity Portfolio 80,582 41,924 DFA Real Estate Securities Portfolio 25,857 83,239 DFA Short-Term Government Portfolio 73,607 13,628 DFA U.S. Core Equity 1 Portfolio 267, ,733 DFA U.S. Large Cap Value Portfolio 10,364 15,558 DFA U.S. Small Cap Value Portfolio 10,664 39,545 Federated Treasury Obligation Fund 309,439 $ - 688,040 25