N-CSRS 1 timncsrs0610.htm THE TIMOTHY PLAN VARIABLE NCSR SEMI timncsrs0610.htm
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  811-08228 
 
                        The Timothy Plan                                                      
(Exact name of registrant as specified in charter)
 
The Timothy Plan
1055 Maitland Center Commons   
Maitland, FL  32751
(Address of principal executive offices) (Zip code)
 
William Murphy
Unified Fund Services, Inc.
2960 N. Meridian St, Ste 300.
Indianapolis, IN 46208                                                                
(Name and address of agent for service)
 
Registrant's telephone number, including area code:  800-846-7526 
 
Date of fiscal year end:   12/31                      
 
Date of reporting period:  06/30/2010                                
 
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).  The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles.
 
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public.  A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number.  Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609.  The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
 
Item 1.  Reports to Stockholders.
 
The Registrant’s audited annual financial reports transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 are as follows:

 
 
 

 
 
 

 

 

 



SEMI-ANNUAL REPORT
June 30, 2010 (Unaudited)

TIMOTHY PLAN VARIABLE SERIES

Strategic Growth
Conservative Growth
 
 
 
 

 

Letter from the President
June 30, 2010
 
 Arthur D. Ally
 
 
Dear Strategic Growth Variable and Conservative Growth Variable Shareholder,
 
Following the market’s bounce-back that began in mid-March, 2009 which recovered a sizeable portion of market value that seemed to evaporate in 2008 through January and February, 2009, the first six months of 2010 has been rather choppy and somewhat volatile.  As you know, your Timothy Plan Variable Fund investment is a compilation of several of Timothy’s underlying funds and, as such, your performance is directly related to the performance of those underlying funds.  In October, 2009, shareholders approved adding our new Defensive Strategies Fund to the mix so your specific asset mix is approximately as follows:
 

 
Conservative Growth
 
Strategic Growth
·   Large/Mid Cap Value Fund
15.0 %
 
20.0 %
·   Small Cap Value Fund
5.0 %
 
7.5 %
·   Large/Mid Cap Growth Fund
12.0 %
 
20.0 %
·          Aggressive Growth Fund
3.0 %
 
7.5 %
·   International Fund
10.0 %
 
25.0 %
·   High Yield Bond Fund
10.0 %
 
10.0 %
·   Defensive Strategies Fund
15.0%
 
10.0%
·   Fixed Income Fund
30.0 %
   
 
All of our various managers continue to believe that the worst of this violent market is behind us.  We fully expect 2010 to be rather rocky, but we also believe this year should produce mildly positive investment results.  As you know, however, no one can guarantee future results.  The one thing I can assure you of is that every one of our managers continues to work very hard on your behalf.
 
As I have stated repeatedly in the past, the Timothy Plan is serious about our mission (to genuinely screen our investments and attempt to deliver competitive investment results) and our commitment to continuously pursue Kingdom Class quality in everything we do.  Thank you for being part of the Timothy Plan family.
 
 
Sincerely,
 
Arthur D. Ally,
President


Timothy Plan Fund Performance [1]
 
 

Fund Profile | Conservative Growth Portfolio Variable Series
June 30, 2010 (Unaudited)

       

 


EXPENSE EXAMPLE (Unaudited):

As a shareholder of the Fund, you incur two types of costs: direct costs, such as wire fees and low balance fees; and indirect costs, including management fees, and other Fund operating expenses. This example is intended to help you understand your indirect costs, also referred to as “ongoing costs”, (in dollars) of investing in the Fund, and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period of January 1, 2010, through June 30, 2010.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested at the beginning of the period, 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 “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. 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 ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any direct costs, such as wire fees or low balance fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these direct costs were included, your costs would be higher.

   
Beginning Account
   
Ending Account
   
Expenses Paid
 
   
Value
   
Value
   
During Period*
 
                   
               
1/1/2010 through
 
   
1/1/2010
   
6/30/2010
   
6/30/2010
 
                   
Actual
  $ 1,000.00     $ 978.70     $ 2.07  
Hypothetical**
  $ 1,000.00     $ 1,022.70     $ 2.12  

* Expenses are equal to the  Fund’s annualized expense ratio of 0.42%, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 181 days/365 days (to reflect the partial year period). The Fund’s ending account value in the first line in the table is based on its actual total return of -2.13% for the six-month period of January 1, 2010, to June 30, 2010.
 
** Assumes a 5% return before expenses.
 
Timothy Plan Conservative Growth Portfolio Variable Series [2]
 
 

 
 

Schedule of Investments | Conservative Growth Portfolio Variable Series
     
As of June 30, 2010 - (Unaudited)
     
           
MUTUAL FUNDS (A) - 99.96%
     
Number of Shares
     
Fair Value
 
           
  243,991  
Timothy Plan Aggressive Growth Fund*
  $ 1,144,317  
  587,419  
Timothy Plan Defensive Strategies Fund
    6,091,535  
  1,175,762  
Timothy Plan Fixed Income Fund
    12,216,170  
  470,917  
Timothy Plan High Yield Bond Fund
    4,073,429  
  598,282  
Timothy Plan International Fund
    3,942,682  
  868,097  
Timothy Plan Large/Mid Cap Growth Fund*
    4,626,958  
  558,580  
Timothy Plan Large/Mid Cap Value Fund
    5,798,057  
  183,138  
Timothy Plan Small Cap Value Fund*
    1,910,128  
               
     
Total Mutual Funds (cost $41,135,063)
    39,803,276  
               
SHORT-TERM INVESTMENTS - 0.10%
       
Number of Shares
     
Fair Value
 
               
  38,604  
Fidelity Institutional Money Market Portfolio, 0.20% (B)
    38,604  
               
     
Total Short-Term Investments (cost $38,604)
    38,604  
               
     
Total Investments (cost $41,173,667) - 100.06%
  $ 39,841,880  
               
     
LIABILITIES IN EXCESS OF OTHER ASSETS - (0.06)%
    (22,913 )
               
     
Net Assets - 100.00%
  $ 39,818,967  
               
     
* Non-income producing securities.
       
     
(A) Affiliated Funds - Class A Shares.
       
     
(B) Variable rate security; the rate shown represents the yield at June 30, 2010.
       
 


The accompanying notes are an integral part of thsee financial statements.
 
Timothy Plan Conservative Growth Portfolio Variable Series [ 3 ]
 

 
 
 
Statement of Assets & Liabilities | Conservative Growth Portfolio Variable Series
 
As of June 30, 2010 - (Unaudited)
     
ASSETS
     
       
       
Investments in Affiliated Securities at Fair Value (cost $41,135,063) [NOTE 1]
  $ 39,803,276  
Investments in Unaffiliated Securities at Fair Value (cost $38,604)
    38,604  
Receivables for:
       
   Interest
    9  
Prepaid Expenses
    991  
         
Total Assets
    39,842,880  
         
LIABILITIES
       
         
         
Payable for Fund Shares Redeemed
  $ 4,610  
Payable to Adviser
    3,341  
Accrued Expenses
    15,962  
         
Total Liabilities
    23,913  
         
Net Assets
  $ 39,818,967  
         
SOURCES OF NET ASSETS
       
         
         
At June 30, 2010, Net Assets Consisted of:
       
  Paid-in Capital
  $ 46,168,000  
  Accumulated Undistributed Net Investment Income (Loss)
    802,400  
  Accumulated Net Realized Gain (Loss) on Investments
    (5,819,646 )
  Net Unrealized Appreciation (Depreciation) in Value of Investments
    (1,331,787 )
         
Net Assets
  $ 39,818,967  
         
Shares of Capital Stock Outstanding (No Par Value, Unlimited Shares Authorized)
    4,126,231  
Net Asset Value, Offering and Redemption Price Per Share ($39,818,967 / 4,126,231 Shares)
  $ 9.65  
         



The accompanying notes are an integral part of thsee financial statements.
 
Timothy Plan Conservative Growth Portfolio Variable Series [ 4 ]
 

 
 
 
Statement of Operations | Conservative Growth Portfolio Variable Series
 
For the Six Months Ended June 30, 2010 - (Unaudited)
     
   
INVESTMENT INCOME
     
       
       
Interest from Unaffiliated Funds
  $ 58  
Dividends from Affiliated Funds
    316,772  
         
Total Investment Income
    316,830  
         
EXPENSES
       
         
         
Investment Advisory Fees [Note 3]
    20,669  
Fund Accounting , Transfer Agency and Administration Fees
    46,614  
Audit Fees
    9,560  
Custodian Fees
    5,168  
CCO Fees
    2,626  
Trustee Expense
    1,636  
Insurance Expense
    872  
Miscellaneous Expense
    241  
         
Total Expenses
    87,386  
         
Net Investment Income (Loss)
    229,444  
         
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
       
         
         
Net Realized Gain (Loss) on Investments in Affiliated Funds
    (273,423 )
Change in Unrealized Appreciation (Depreciation) of Investments
    (808,806 )
Net Realized and Unrealized Gain (Loss) on Investments
    (1,082,229 )
         
Increase (Decrease) in Net Assets Resulting from Operations
  $ (852,785 )
         
 
 


The accompanying notes are an integral part of thsee financial statements.
 
Timothy Plan Conservative Growth Portfolio Variable Series [ 5 ]
 

 
 
 
Statements of Changes in Net Assets | Conservative Growth Portfolio Variable Series
 
             
INCREASE (DECREASE) IN NET ASSETS
           
   
Six months ended
   
Year ended
 
   
06/30/10 (Unaudited)
   
12/31/09
 
             
Operations:
           
Net Investment Income (Loss)
  $ 229,444     $ 573,159  
Net Realized Gain (Loss) on Investments in Affiliated Funds
    (273,423 )     (4,943,235 )
Change in Unrealized Appreciation (Depreciation) of Investments
    (808,806 )     12,269,160  
Net Increase (Decrease) in Net Assets (resulting from operations)
    (852,785 )     7,899,084  
                 
Distributions to Shareholders:
               
Net Investment Income
    -       (685,986 )
Total Distributions to Shareholders
    -       (685,986 )
                 
Capital Share Transactions:
               
Proceeds from Shares Sold
    958,016       5,569,858  
Dividends Reinvested
    -       685,986  
Cost of Shares Redeemed
    (2,823,096 )     (3,386,353 )
Increase (Decrease) in Net Assets (resulting from capital share transactions)
    (1,865,080 )     2,869,491  
                 
Total Increase (Decrease) in Net Assets
    (2,717,865 )     10,082,589  
                 
Net Assets:
               
Beginning of period
    42,536,832       32,454,243  
                 
End of period
  $ 39,818,967     $ 42,536,832  
                 
Accumulated Undistributed Net Investment Income
  $ 802,400     $ 572,956  
                 
Shares of Capital Stock of the Fund Sold and Redeemed:
               
Shares Sold
    95,813       645,098  
Shares Reinvested
    -       69,222  
Shares Redeemed
    (283,155 )     (379,857 )
Net Increase (Decrease) in Number of Shares Outstanding
    (187,342 )     334,463  
 


The accompanying notes are an integral part of thsee financial statements.
 
Timothy Plan Conservative Growth Portfolio Variable Series [ 6 ]
 

 
 
 
Financial Highlights | Conservative Growth Portfolio Variable Series
     
The table below sets forth financial data for one share of capital stock outstanding throughout each period presented.
       
                           
                           
   
Six months
                     
   
ended
 
Year
 
Year
 
Year
 
Year
 
Year
 
   
6/30/10
 
ended
 
ended
 
ended
 
ended
 
ended
 
   
(Unaudited)
 
12/31/09
 
12/31/08
 
12/31/07
 
12/31/06
 
12/31/05
 
                           
 
Per Share Operating Performance:
                       
 
Net Asset Value at Beginning of Period
$         9.86
 
$        8.16
 
$      12.97
 
$      12.14
 
$      11.72
 
$      11.18
 
                           
 
Income from Investment Operations:
                       
 
   Net Investment Income (Loss)
0.06
 
0.12
 
0.22
(A)
0.30
 
0.35
 
0.05
(A)
 
   Net Realized and Unrealized Gain (Loss) on Investments
(0.27)
 
1.74
 
(3.95)
 
0.77
 
0.73
 
0.55
 
 
   Total from Investment Operations
(0.21)
 
1.86
 
(3.73)
 
1.07
 
1.08
 
0.60
 
                           
 
Less Distributions:
                       
 
   Dividends from Net Investment Income
-
 
(0.16)
 
(0.26)
 
-
 
(0.36)
 
(0.03)
 
 
   Dividends from Realized Gains
-
 
-
 
(0.82)
 
(0.24)
 
(0.30)
 
(0.03)
 
 
   Total Distributions
-
 
(0.16)
 
(1.08)
 
(0.24)
 
(0.66)
 
(0.06)
 
                           
 
Net Asset Value at End of Period
$         9.65
 
$        9.86
 
$        8.16
 
$      12.97
 
$      12.14
 
$      11.72
 
                           
 
Total Return (B)
-2.13%
(E)
22.80%
 
-28.59%
 
8.82%
 
9.16%
 
5.33%
 
                           
 
Ratios/Supplemental Data:
                       
 
Net Assets at End of Period (in 000s)
$     39,819
 
$   42,537
 
$   32,454
 
$   38,205
 
$   26,723
 
$   13,597
 
                           
 
Ratio of Expenses to Average Net Assets:
                       
 
   Before Reimbursement and Waiver / Recoupment
0.42%
(F)
0.50%
 
0.64%
 
0.64%
 
0.72%
 
0.78%
 
 
        of Expenses by Adviser (C)
                       
 
   After Reimbursement and Waiver / Recoupment
0.42%
(F)
0.50%
 
0.64%
 
0.64%
 
0.72%
 
0.85%
 
 
        of Expenses by Adviser (C)
                       
                           
 
Ratio of Net Investment Income (Loss) to Average Net Assets:
                     
 
   Before Reimbursement and Waiver / Recoupment
1.11%
(F)
1.56%
 
1.88%
 
2.68%
 
3.59%
 
0.48%
 
 
        of Expenses by Adviser (C)(D)
                       
 
   After Reimbursement and Waiver / Recoupment
1.11%
(F)
1.56%
 
1.88%
 
2.68%
 
3.59%
 
0.41%
 
 
        of Expenses by Adviser (C)(D)
                       
                           
 
Portfolio Turnover
4.31%
(E)
34.54%
 
19.70%
 
34.60%
 
2.04%
 
1.25%
 
                           
                           
(A) Net Investment Income was calculated using average shares method.
                     
(B) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.
 
      Total return would have been higher if certain expenses had not been recouped in the year in which the recoupment occurred.
         
(C) These ratios exclude the impact of expenses of the underlying security holdings as represented in the schedule of investments.
         
(D) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which
     the Fund invests.
(E) Not annualized.
                       
(F) Annualized.
                       


The accompanying notes are an integral part of thsee financial statements.
Timothy Plan Conservative Growth Portfolio Variable Series [ 7 ]
 

Fund Profile | Strategic Growth Portfolio Variable Series
June 30, 2010 (Unaudited)

       

 
 

  
EXPENSE EXAMPLE (Unaudited):

As a shareholder of the Fund, you incur two types of costs: direct costs, such as wire fees and low balance fees; and indirect costs, including management fees, and other Fund operating expenses. This example is intended to help you understand your indirect costs, also referred to as “ongoing costs”, (in dollars) of investing in the Fund, and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period of January 1, 2010, through June 30, 2010.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested at the beginning of the period, 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 “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. 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 ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any direct costs, such as wire fees or low balance fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these direct costs were included, your costs would be higher.

   
Beginning Account
   
Ending Account
   
Expenses Paid
 
   
Value
   
Value
   
During Period*
 
                   
               
1/1/2010 through
 
   
1/1/2010
   
6/30/2010
   
6/30/2010
 
                   
Actual
  $ 1,000.00     $ 928.48     $ 2.06  
Hypothetical**
  $ 1,000.00     $ 1,022.66     $ 2.16  


* Expenses are equal to the  Fund’s annualized expense ratio of 0.43%, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 181 days/365 days (to reflect the partial year period). The Fund’s ending account value in the first line in the table is based on its actual total return of -2.13% for the six-month period of January 1, 2010, to June 30, 2010.
 
** Assumes a 5% return before expenses.

Timothy Plan Strategic Growth Portfolio Variable Series [8]
 
 

 

 
Schedule of Investments | Strategic Growth Portfolio Variable Series
     
As of June 30, 2010 - (Unaudited)
     
           
MUTUAL FUNDS (A) - 99.67%
     
Number of Shares
   
Fair Value
 
           
  253,612  
Timothy Plan Aggressive Growth Fund*
  $ 1,189,440  
  159,979  
Timothy Plan Defensive Strategies Fund
    1,658,983  
  192,821  
Timothy Plan High Yield Bond Fund
    1,667,902  
  607,060  
Timothy Plan International Fund
    4,000,526  
  590,744  
Timothy Plan Large/Mid Cap Growth Fund*
    3,148,667  
  303,510  
Timothy Plan Large/Mid Cap Value Fund
    3,150,427  
  112,208  
Timothy Plan Small Cap Value Fund*
    1,170,332  
     
Total Mutual Funds (cost $19,488,456)
    15,986,277  
         
SHORT-TERM INVESTMENTS - 0.36%
       
Number of Shares
   
Fair Value
 
               
  58,026  
Fidelity Institutional Money Market Portfolio, 0.20% (B)
    58,026  
               
     
Total Short-Term Investments (cost $58,026)
    58,026  
               
     
Total Investments (cost $19,546,482) - 100.03%
  $ 16,044,303  
               
     
LIABILITIES IN EXCESS OF OTHER ASSETS - (0.03)%
    (5,568 )
               
     
Net Assets - 100.00%
  $ 16,038,735  
               
     
* Non-income producing securities.
       
     
(A) Affiliated Funds - Class A Shares.
       
     
(B) Variable rate security; the rate shown represents the yield at June 30, 2010.
       
 
 


The accompanying notes are an integral part of thsee financial statements.
Timothy Plan Strategic Growth Portfolio Variable Series [ 9 ]
 

 
 
 
Statement of Assets & Liabilities | Strategic Growth Portfolio Variable Series
     
As of June 30, 2010 - (Unaudited)
     
       
ASSETS
     
       
       
Investments in Affiliated Securities at Fair Value (cost $19,488,456) [NOTE 1]
  $ 15,986,277  
Investments in Unaffiliated Securities at Fair Value (cost $58,026)
    58,026  
Receivables for:
       
   Fund Shares Purchased
    2,256  
   Interest
    3  
Prepaid Expenses
    482  
         
Total Assets
    16,047,044  
         
LIABILITIES
       
         
         
Payable to Adviser
  $ 1,373  
Accrued Expenses
    6,936  
         
Total Liabilities
    8,309  
         
Net Assets
  $ 16,038,735  
         
SOURCES OF NET ASSETS
       
         
         
At June 30, 2010, Net Assets Consisted of:
       
  Paid-in Capital
  $ 21,853,137  
  Accumulated Undistributed Net Investment Income (Loss)
    154,985  
  Accumulated Net Realized Gain (Loss) on Investments
    (2,467,208 )
  Net Unrealized Appreciation (Depreciation) in Value of Investments
    (3,502,179 )
         
Net Assets
  $ 16,038,735  
         
Shares of Capital Stock Outstanding (No Par Value, Unlimited Shares Authorized)
    2,092,486  
Net Asset Value, Offering and Redemption Price Per Share ($16,038,735 / 2,092,486 Shares)
  $ 7.66  
 


The accompanying notes are an integral part of thsee financial statements.
Timothy Plan Strategic Growth Portfolio Variable Series [ 10 ]
 

 
 
 
Statement of Operations | Strategic Growth Portfolio Variable Series
     
For the Six Months Ended June 30, 2010 - (Unaudited)
     
       
INVESTMENT INCOME
     
       
       
Interest from Affiliated Funds
  $ 1  
Interest from Unaffiliated Funds
    36  
Dividends from Affiliated Funds
    59,242  
         
Total Investment Income
    59,279  
         
EXPENSES
       
         
         
Investment Advisory Fees [Note 3]
    9,144  
Fund Accounting, Transfer Agency and Administration Fees
    20,745  
Audit Fees
    4,250  
Custodian Fees
    2,754  
CCO Fees
    1,187  
Trustee Expense
    744  
Insurance Expense
    346  
Miscellaneous Expense
    241  
         
Total Expenses
    39,411  
         
Net Investment Income (Loss)
    19,868  
         
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
       
         
         
Net Realized Gain (Loss) on Investments in Affiliated Funds
    (445,403 )
Change in Unrealized Appreciation (Depreciation) of Investments
    (830,437 )
Net Realized and Unrealized Gain (Loss) on Investments
    (1,275,840 )
         
Increase (Decrease) in Net Assets Resulting from Operations
  $ (1,255,972 )
         
 


The accompanying notes are an integral part of thsee financial statements.
Timothy Plan Strategic Growth Portfolio Variable Series [ 11 ]
 

 
 
 
Statements of Changes in Net Assets | Strategic Growth Portfolio Variable Series
           
             
INCREASE (DECREASE) IN NET ASSETS
           
   
Six months ended
   
Year ended
 
   
06/30/10 (Unaudited)
   
12/31/09
 
             
Operations:
           
Net Investment Income (Loss)
  $ 19,868     $ 135,920  
Net Realized Gain (Loss) on Investments in Affiliated Funds
    (445,403 )     (1,727,914 )
Change in Unrealized Appreciation (Depreciaton) of Investments
    (830,437 )     6,093,099  
Net Increase (Decrease) in Net Assets (resulting from operations)
    (1,255,972 )     4,501,105  
                 
Distributions to Shareholders:
               
Net Investment Income
    -       (113,939 )
Total Distributions to Shareholders
    -       (113,939 )
                 
Capital Share Transactions:
               
Proceeds from Shares Sold
    656,895       2,864,149  
Dividends Reinvested
    -       113,939  
Cost of Shares Redeemed
    (2,257,031 )     (3,220,552 )
Increase (Decrease) in Net Assets (resulting from capital share transactions)
    (1,600,136 )     (242,464 )
                 
Total Increase (Decrease) in Net Assets
    (2,856,108 )     4,144,702  
                 
Net Assets:
               
Beginning of period
    18,894,843       14,750,141  
                 
End of period
  $ 16,038,735     $ 18,894,843  
                 
Accumulated Undistributed Net Investment Income
  $ 154,985     $ 135,117  
                 
Shares of Capital Stock of the Fund Sold and Redeemed:
               
Shares Sold
    77,787       437,651  
Shares Reinvested
    -       13,711  
Shares Redeemed
    (276,516 )     (461,465 )
Net Increase (Decrease) in Number of Shares Outstanding
    (198,729 )     (10,103 )
 


The accompanying notes are an integral part of thsee financial statements.
Timothy Plan Strategic Growth Portfolio Variable Series [ 12 ]
 

 
 
 
Financial Highlights | Strategic Growth Portfolio Variable Series
                 
The table below sets forth financial data for one share of capital stock outstanding throughout each period presented.
                 
                           
                           
   
Six months
                     
   
ended
 
Year
 
Year
 
Year
 
Year
 
Year
 
   
6/30/10
 
ended
 
ended
 
ended
 
ended
 
ended
 
   
(Unaudited)
 
12/31/09
 
12/31/08
 
12/31/07
 
12/31/06
 
12/31/05
 
                           
 
Per Share Operating Performance:
                       
 
Net Asset Value at Beginning of Period
 $         8.25
 
 $         6.41
 
 $       12.83
 
 $       12.07
 
 $       11.64
 
 $       11.18
 
                           
 
Income from Investment Operations:
                       
 
   Net Investment Income (Loss)
             0.02
 
             0.06
 
             0.07
 (A)
             0.18
 
             0.23
 
           (0.05)
 (A)
 
   Net Realized and Unrealized Gain (Loss) on Investments
           (0.61)
 
             1.83
 
           (5.19)
 
             1.04
 
             0.91
 
             0.71
 
 
   Total from Investment Operations
           (0.59)
 
             1.89
 
           (5.12)
 
             1.22
 
             1.14
 
             0.66
 
                           
 
Less Distributions:
                       
 
   Dividends from Net Investment Income
                   -
 
           (0.05)
 
           (0.15)
 
                   -
 
           (0.23)
 
                   -
 
 
   Dividends from Realized Gains
                   -
 
                   -
 
           (1.15)
 
           (0.46)
 
           (0.48)
 
           (0.20)
 
 
   Total Distributions
                   -
 
           (0.05)
 
           (1.30)
 
           (0.46)
 
           (0.71)
 
           (0.20)
 
                           
 
Net Asset Value at End of Period
 $         7.66
 
 $         8.25
 
 $         6.41
 
 $       12.83
 
 $       12.07
 
 $       11.64
 
                           
 
Total Return (B)
-7.15%
(E)
29.48%
 
-39.55%
 
10.13%
 
9.83%
 
5.89%
 
                           
 
Ratios/Supplemental Data:
                       
 
Net Assets at End of Period (in 000s)
 $     16,039
 
 $     18,895
 
 $     14,750
 
 $     19,167
 
 $     14,271
 
 $       9,660
 
                           
 
Ratio of Expenses to Average Net Assets:
                       
 
   Before Reimbursement and Waiver / Recoupment
0.43%
(F)
0.50%
 
0.65%
 
0.64%
 
0.72%
 
0.79%
 
 
        of Expenses by Adviser (C)
                       
 
   After Reimbursement and Waiver / Recoupment
0.43%
(F)
0.50%
 
0.65%
 
0.64%
 
0.72%
 
0.85%
 
 
        of Expenses by Adviser (C)
                       
                           
 
Ratio of Net Investment Income (Loss) to Average Net Assets:
                       
 
   Before Reimbursement and Waiver / Recoupment
0.22%
(F)
0.82%
 
0.69%
 
1.61%
 
2.21%
 
(0.42)%
 
 
        of Expenses by Adviser (C)(D)
                       
 
   After Reimbursement and Waiver / Recoupment
0.22%
(F)
0.82%
 
0.69%
 
1.61%
 
2.21%
 
(0.48)%
 
 
        of Expenses by Adviser (C)(D)
                       
                           
 
Portfolio Turnover
3.08%
(E)
21.90%
 
8.56%
 
45.07%
 
2.62%
 
3.43%
 
                           
                           
(A) Net Investment Income was calculated using average shares method.
(B) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.
     Total return would have been higher if certain expenses had not been recouped in the year in which the recoupment occurred.
(C) These ratios exclude the impact of expenses of the underlying security holdings as represented in the schedule of investments.
(D) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which
      the Fund invests.
                       
(E) Not annualized.
                       
(F) Annualized
                       
 


The accompanying notes are an integral part of thsee financial statements.
Timothy Plan Strategic Growth Portfolio Variable Series [ 13 ]
 

Notes to Financial Statements
June 30, 2010 (Unaudited)

Conservative and Strategic Growth Portfolio Variable Series
 

 
 
Note 1 | Significant Accounting Policies
The Timothy Plan Conservative Growth Portfolio Variable Series (“Conservative Growth Portfolio”) and the Timothy Plan Strategic Growth Portfolio Variable Series (“Strategic Growth Portfolio”) (individually the “Fund”, collectively the “Funds”) were organized as diversified series of The Timothy Plan (the “Trust”).  The Trust is an open-ended investment company established under the laws of Delaware by an Agreement and Declaration of Trust dated December 16, 1993 (the “Trust Agreement”). The Conservative Growth Portfolio’s primary objective is moderate long-term capital growth, with a secondary objective of current income only to the extent that the Timothy Funds in which the Conservative Growth Portfolio invests seek current income.  The Strategic Growth Portfolio’s primary investment objective is medium to high levels of long-term capital growth, with a secondary objective of current income only to the extent that the Timothy Funds in which the Strategic Growth Portfolio invests seek current income.  The Conservative Growth Portfolio seeks to achieve its investment objectives by investing primarily in the following Timothy Funds which are other series of the Trust: Small Cap Value Fund, Large/Mid Cap Value Fund, Large/Mid Cap Growth Fund, Fixed Income Fund, Aggressive Growth Fund, High Yield Bond Fund, International Fund and Defensive Strategies Fund. The Conservative Growth Portfolio also invests in the Fidelity Institutional Money Market Portfolio, an unaffiliated mutual fund.  The Strategic Growth Portfolio seeks to achieve its investment objectives by investing primarily in the following Timothy Funds which are other series of the Trust: Small Cap Value Fund, Large/Mid Cap Value Fund, Large/Mid Cap Growth Fund, Aggressive Growth Fund, High Yield Bond Fund, International Fund and Defensive Strategies Fund. The Strategic Growth Portfolio also invests in the Fidelity Institutional Money Market Portfolio, an unaffiliated mutual fund.  Each Fund is one of a series of Funds currently authorized by the Board of Trustees (the “Board”).  Timothy Partners, Ltd., (“TPL” or the “Adviser”) is the Investment Adviser for the Funds.

 The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of their financial statements.  The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for investment companies.

A.  
SECURITY VALUATION AND FAIR VALUE MEASUREMENTS
Fair value is defined as the price that a Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. GAAP established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes.

Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable.  Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

Various inputs are used in determining the value of the Funds’ investments. 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, but not limited to, quoted prices for an identical security in an inactive  market,  quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)
 
·  
Level 3 – significant unobservable inputs (including each Fund’s own assumptions in determining fair value of investments based on the best information available)
 

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Each Fund purchases Class A Shares of the Timothy Funds at net asset value without any sales charges.  Investments in mutual funds, including money market mutual funds, are generally priced at the ending NAV provided by the service agent of the funds. These securities will be categorized as Level 1 securities.
 
The Board has delegated to the Adviser responsibility for determining the value of Fund portfolio securities under certain circumstances. Under such circumstances, the Adviser will use its best efforts to arrive at the fair value of a security held by each Fund under all reasonably ascertainable facts and circumstances. The Adviser must prepare a report for the Board not less than quarterly containing a complete listing of any securities for which fair value pricing was employed and detailing the specific reasons for such fair value pricing.  The Board has adopted written policies and procedures to guide the Adviser with respect to the circumstances under which, and the methods to be used, fair value pricing is utilized.
 
 
Timothy Plan Notes [ 14 ]
 

 

The following is a summary of the inputs used to value the Conservative Growth Portfolio’s investments as of June 30, 2010:
         
Valuation Inputs
             
Assets
 
Level 1 - Quoted Prices
in Active Markets
   
Level 2 - Other Significant
Observable Inputs
   
Level 3 - Significant
Unobservable Inputs
   
Total
 
                         
Mutual Funds
  $ 39,803,276     $ -     $ -     $ 39,803,276  
                                 
Short-Term Investments
    38,604       -       -       38,604  
                                 
Total
  $ 39,841,880     $ -     $ -     $ 39,841,880  

The following is a summary of the inputs used to value the Strategic Growth Portfolio’s investments as of June 30, 2010:
         
Valuation Inputs
             
Assets
 
Level 1 - Quoted Prices
 in Active Markets
   
Level 2 - Other Significant
Observable Inputs
   
Level 3 - Significant
Unobservable Inputs
   
Total
 
                         
Mutual Funds
  $ 15,986,277     $ -     $ -     $ 15,986,277  
                                 
Short-Term Investments
    58,026       -       -       58,026  
                                 
Total
  $ 16,044,303     $ -     $ -     $ 16,044,303  

The Conservative Growth Portfolio and the Strategic Growth Portfolio did not hold any assets at any time during the reporting period in which significant unobservable inputs were used in determining fair value; therefore, no reconciliation of Level 3 securities is included for this reporting period.

B.  
INVESTMENT INCOME AND SECURITIES TRANSACTIONS
Security transactions are accounted for on the date the securities are purchased or sold (trade date).  Cost is determined and gains and losses are based on the identified cost basis for both financial statement and federal income tax purposes.  Dividend income is recognized on the ex-dividend date. Interest income and expenses are recognized on an accrual basis.

C.  
NET ASSET VALUE PER SHARE
Net asset per share of the capital stock of each Fund is determined daily as of the close of trading on the New York Stock Exchange by dividing the value of its net assets by the number of Fund shares outstanding.

D.  
FEDERAL INCOME TAXES
It is the policy of each Fund to continue to comply with all requirements under subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders.  Each Fund also intends to distribute sufficient net investment income and net capital gains, if any, so that it will not be subject to excise tax on undistributed income or gains.  Therefore, no federal income tax or excise provision is required.

As of June 30, 2010, the Funds did not have a liability for any unrecognized tax benefits.  The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statements of operations.  During the six months ended June 30, 2010, the Funds did not incur any interest or penalties.  The Funds are not subject to examination by U.S. federal tax authorities for tax years before 2007 and are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially within the next twelve months.

E.  
USE OF ESTIMATES
In preparing financial statements in conformity with GAAP, management makes 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, as well as the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

F.  
DISTRIBUTIONS TO SHAREHOLDERS
Distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their ultimate treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes.  Where such differences are permanent in nature, they are reclassified in the components of net assets based on their ultimate characterization for federal income tax purposes.  Any such reclassifications will have no effect on net assets, results of operations, or net asset values per share of the Funds.
 
 
Timothy Plan Notes [ 15 ]
 

 

 
G.  
EXPENSES
Expenses incurred by the Trust that do not relate to a specific Fund of the Trust are allocated to the individual Funds based on each Fund’s relative net assets or an appropriate basis (as determined by the Board).

H.  
SUBSEQUENT EVENTS
In accordance with GAAP, management has evaluated subsequent events through the date these financial statements were issued and determined there were no material subsequent events for the Timothy Plan Conservative Growth Portfolio Variable Series and Timothy Plan Strategic Growth Portfolio Variable Series.

Note 2 | Purchases and Sales of Securities
The following is a summary of the cost of purchases and proceeds from the sale of securities, other than short-term investments, for the six months ended June 30, 2010:

Funds
 
Purchases
   
Sales
Conservative Growth Portfolio
  $ 1,783,982     $ 3,467,210  
Strategic Growth Portfolio
  $ 560,946     $ 2,211,700  


Note 3 | Investment Management Fee and Other Transactions with Affiliates
Timothy Partners, Ltd. (“TPL”) is the Investment Adviser for the Funds pursuant to an Amended and Restated Investment Advisory Agreement (the “Agreement”) that was renewed by the Board on February 26, 2010. TPL supervises the investment of the assets of each Fund’s portfolio in accordance with the objectives, policies and restrictions of the Funds. Under the terms of the Agreement, TPL receives a fee, accrued daily and paid monthly, at an annual rate of 0.10% of the average daily net assets of each Fund. Total fees earned by TPL during the six months ended June 30, 2010 were $20,669 and $9,144 for the Conservative Growth Portfolio and the Strategic Growth Portfolio, respectively. The Conservative Growth Portfolio and the Strategic Growth Portfolio owed TPL $3,341 and $1,373, respectively, at June 30, 2010. An officer and trustee of the Funds is also an officer of the Adviser.

Note 4 | Control Ownership
The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a Fund creates presumption of control of the Fund under Section 2(a) 9 of the Investment Company Act of 1940. As of June 30, 2010, American United Life Insurance Co. (“AUL”) held for the benefit of others, in aggregate, approximately 93% of the Conservative Growth Portfolio and approximately 83% of the Strategic Growth Portfolio.
 
 
Note 5 | Unrealized Appreciation (Depreciation)
At June 30, 2010, the cost for federal income tax purposes and the composition of gross unrealized appreciation (depreciation) of investment securities is as follows:


 
 
Timothy Plan Notes [ 16 ]
 

 


Note 6 | Distributions to Shareholders
There were no distributions paid during the six months ended June 30, 2010.

The tax characteristics of distributions paid during 2009 and 2008 were as follows:
 
 
As of December 31, 2009, the components of distributable earnings (accumulated losses) on a tax basis were as follows:
 
 
 
* The difference between book-basis and tax-basis unrealized depreciation is attributable to the tax deferral of wash sales losses in the amount of $1,426,039 and $319,244 for the Conservative Growth Portfolio and Strategic Growth Portfolio, respectively, and post-October losses in the amount of $3,003,239 and $1,334,148 for the Conservative Growth Portfolio and Strategic Growth Portfolio, respectively.


  Note 7 | Capital Loss Carryforwards
 
At December 31, 2009, the following capital loss carryforwards are available to offset future capital gains.
 

To the extent these loss carryforwards are used to offset future capital gains, it is probable that the amount, which is offset, will not be distributed to shareholders.


 
 
Timothy Plan Notes [ 17 ]
 

 
 
Board Annual Approval/Renewals of Advisory and Sub-Advisory Agreements (Unaudited)

TIMOTHY PARTNERS, LTD; INVESTMENT ADVISER TO ALL FUNDS

The continuance of the Investment Advisory Agreement (the “IA Agreement”) on behalf of each series of the Trust between the Trust and Timothy Partners, Ltd. (“TPL”) was last approved by the Board of Trustees (“the Board”), including a majority of the Trustees who are not interested persons of the Trust or any person who is a party to the Agreement, at an in-person meeting held on February 26, 2010.  The Trust's Board considered the factors described below prior to approving the Agreement. The Trustees, including the Independent Trustees, noted the Adviser's experience in incorporating and implementing the unique, biblically-based management style that is a stated objective as set forth in the Funds' prospectus.

To further assist the Board in making its determination as to whether the IA Agreement should be renewed, the Board requested and received the following information: a description of TPL's business and any personnel changes, a description of the compensation received by TPL from the Funds, information relating to the Adviser's policies and procedures regarding best execution, trade allocation, soft dollars, code of ethics and insider trading, and a description of any material legal proceedings or securities enforcement proceedings regarding TPL or its personnel.  In addition, the Board requested and received financial statements of TPL for its fiscal year ended December 31, 2009. The Board also received a report from TPL relating to the fees charged by TPL, both as an aggregate and in relation to fees charged by other advisers to similar funds.  The materials prepared by TPL were provided to the Board in advance of the meeting.  The Board considered the fees charged by TPL in light of the services provided to the Funds by TPL, the unique nature of the Funds and their moral screening requirements, which are maintained by TPL, and TPL's role as a manager of managers. After full and careful consideration, the Board, with the independent trustees separately concurring, agreed that the fees charged by TPL were fair and reasonable in light of the services provided to the Funds. The Board also discussed the nature, extent and quality of TPL's services to the Funds. In particular, the Board noted with approval TPL's commitment to maintaining certain targeted expense ratios for the Funds, its efforts in providing comprehensive and consistent moral screens to the investment managers, its efforts in maintaining appropriate oversight of the investment managers to each Fund, and its efforts to maintain ongoing regulatory compliance for the Funds. The Board also discussed TPL's current fee structure and whether such structure would allow the Funds to realize economies of scale as they grow. The Board next considered the investment performance of each Fund and the Adviser's performance in monitoring the investment managers of the underlying funds. The Board generally approved of each Fund's performance, noting that the Funds invested in a manner that did not rely exclusively on investment performance. Further, the Board noted with approval that the investment managers of each Fund did not succumb to style drift in their management of each Fund's assets, and that each Fund was committed to maintain its investment mandate, even if that meant under performance during periods when that style was out of favor. The Board noted with approval the Adviser's ongoing efforts to maintain such consistent investment discipline. The Board also noted with approval that the Adviser's business was devoted exclusively to serving the Funds, and that the Adviser did not realize any ancillary benefits or profits deriving from its relationship with the Funds. The Board further noted with approval the Adviser's past activities on monitoring the performance of the underlying Funds' various investment managers and the promptness and efficiency with which problems were brought to the Board's attention and responsible remedies offered and executed.  After careful discussion and consideration, the Board, including the separate concurrence of the independent Trustees, unanimously cast an affirmative vote, determined that the renewal of the IA Agreement for another one-year period would be in the best interests of the Funds' shareholders. In approving the renewal of the IA Agreement for an additional one year period, the Board did not place specific emphasis on any one factor discussed above, but considered all factors in equal light. Further, the Board had available and availed itself of the assistance of legal counsel at all times during its consideration of the IA Agreement renewal.

 
 
Timothy Plan Notes [ 18 ]
 

 

 




1055 Maitland Center Commons, #100
Maitland, Florida 32751

(800) TIM-PLAN
(800) 846-7526

Visit the Timothy Plan web site on the internet at:
www.timothyplan.com

This report is submitted for the general information of the shareholders of each Fund. It is not authorized for distribution to prospective investors in the Funds unless preceded or accompanied by an effective Prospectus which includes the details regarding the Funds’ objectives, policies, expenses and other information.

Distributed by Timothy Partners, Ltd. Member FINRA
 
 
 

 
 
Item 2. Code of Ethics.  NOT APPLICABLE – disclosed with annual report
 
Item 3. Audit Committee Financial Expert. NOT APPLICABLE- disclosed with annual report
 
Item 4. Principal Accountant Fees and Services. NOT APPLICABLE – disclosed with annual report
 
Item 5. Audit Committee of Listed Companies.  NOT APPLICABLE – applies to listed companies only
 
Item 6.  Schedule of Investments.   NOT APPLICABLE – schedule filed with Item 1.
 
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.  NOT APPLICABLE – applies to closed-end funds only
 
Item 8.  Portfolio Managers of Closed-End Management Investment Companies.  NOT APPLICABLE – applies to closed-end funds only
 
Item 9.  Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.  NOT APPLICABLE – applies to closed-end funds only
 
Item 10.  Submission of Matters to a Vote of Security Holders. The registrant has not adopted procedures by which shareholders may recommend nominees to the registrant’s board of trustees.
 
Item 11.  Controls and Procedures.
 
(a)           Based on an evaluation of the registrant’s disclosure controls and procedures within 90 days, the disclosure controls and procedures are reasonably designed to ensure that the information required in filings on Forms N-CSR is recorded, processed, summarized, and reported on a timely basis.
 
(b)           There were no significant changes in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
 
Item 12.  Exhibits.
 
(a)(1)                      Not Applicable – filed with annual report
 
(a)(2)
Certifications  by the  registrant's  principal  executive  officer and principal financial officer, pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 and required by Rule  30a-2under the Investment  Company Act of 1940 are filed herewith.
           
 
(a)(3)                      Not Applicable
 
(b)
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed herewith.
 
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
(Registrant)                                The Timothy Plan                                           
 
By
 
 
/s/ Arthur D. Ally
 
Arthur D. Ally, President
   
Date
8/24/10
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 
By
 
 
/s/ Arthur D. Ally
 
Arthur D. Ally, President & Treasurer
   
Date
8/24/10