485BPOS

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON 03/16/2007

FILE NOS: 811-08228

33-73248

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	x
Pre-Effective Amendment No.	¨
Post-Effective Amendment No. 28
and
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940	x
Amendment No. 29

(Check appropriate box or boxes.)

THE TIMOTHY PLAN

(Exact name of Registrant as Specified in Charter)

1055 MAITLAND CENTER COMMONS

MAITLAND, FL 32751

(Address of Principal Executive Office)

407-644-1986

(Registrant’s Telephone Number, including Area Code:)

ARTHUR D. ALLY

1055 MAITLAND CENTER COMMONS

MAITLAND, FL 32751

(Name and Address of Agent for Service)

Please send copy of communications to:

DAVID D. JONES, ESQUIRE

395 Sawdust Road, #2148

The Woodlands, TX 77381

Approximate Date of Proposed Public Offering: As soon as practicable following effective date.

It is proposed that this filing will become effective (check appropriate box):

x immediately upon filing pursuant to paragraph (b)

¨ on (date) pursuant to paragraph (b)

¨ 60 days after filing pursuant to paragraph (a)(1)

¨ on (date),pursuant to paragraph (a)(3)

¨ 75 days after filing pursuant to paragraph (a)(2)

¨ on (date) pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:

¨ this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Registrant declares hereby that an indefinite number or amount of its securities has been registered by this Registration Statement.

A Rule 24f-2 Notice for the Trust’s fiscal year ended December 31, 2006 was filed on March 22, 2007.

PROSPECTUS

MAY 1, 2007

TIMOTHY PLAN FAMILY OF FUNDS:

Aggressive Growth Fund

International Fund

Large/Mid Cap Growth Fund

Small Cap Value Fund

Large/Mid Cap Value Fund

Fixed Income Fund

High Yield Bond Fund

Money Market Fund

Strategic Growth Fund

Conservative Growth Fund

CONTENTS

THE BASICS ABOUT THE TRADITIONAL FUNDS	2
Aggressive Growth Fund	2
International Fund	5
Large/Mid Cap Growth Fund	7
Small Cap Value Fund	9
Large/Mid Cap Value Fund	11
Fixed Income Fund	13
High Yield Bond Fund	15
Money Market Fund	16
Fees and Expenses	18
THE BASICS ABOUT THE ASSET ALLOCATION FUNDS	22
Strategic Growth Fund	22
Conservative Growth Fund	25
Fees and Expenses	27
ADDITIONAL INFORMATION	28
Interest Rate Risk	28
Credit Risk	28
Additional Expense & Tax Implications	28
INVESTING IN THE FUNDS	29
Determining Share Prices	29
Fair Value Pricing	29
Choosing the Class of Shares that is Best for You	29
Class A Shares	29
Class C Shares	32
Distribution Fees	32
Opening and Adding to Your Account	33
To Open an Account by Mail	33
Purchasing Shares by Wire Transfer	33
Purchases through Financial Service Organizations	34
Purchasing Shares by Automatic Investment Plan	34
Retirement Plans	34
Other Purchase Information	34
HOW TO SELL (REDEEM) SHARES	36
DIVIDENDS AND DISTRIBUTIONS	37
INVESTMENT ADVISER	38
INVESTMENT MANAGERS	38
Aggressive Growth Fund	38
International Fund	39
Large/Mid Cap Growth Fund	39
Large/Mid Cap Value Fund & Small Cap Value Fund	40
Fixed Income Fund, High Yield Bond Fund & Money Market Fund	40
PRINCIPAL UNDERWRITER	41
FEDERAL TAXES	41
GENERAL INFORMATION	42
FINANCIAL HIGHLIGHTS	49
PRIVACY POLICY	107
CUSTOMER IDENTIFICATION PROGRAM	107
FOR MORE INFORMATION	107
APPLICATIONS
New Account Application
Account Transfer Form
Transfer on Death Registration Form

Timothy Plan

FAMILY OF FUNDS

(the “Trust”)

PROSPECTUS

MAY 1, 2007

This Prospectus offers the following series of the Trust (the “Traditional Funds”):

TIMOTHY PLAN AGGRESSIVE GROWTH FUND	TIMOTHY PLAN LARGE/MID CAP VALUE FUND
TIMOTHY PLAN INTERNATIONAL FUND	TIMOTHY PLAN FIXED INCOME FUND
TIMOTHY PLAN LARGE/MID CAP GROWTH FUND	TIMOTHY PLAN HIGH YIELD BOND FUND
TIMOTHY PLAN SMALL CAP VALUE FUND	TIMOTHY PLAN MONEY MARKET FUND

And the following series of the Trust that invest in certain Traditional Funds (collectively, the “Asset Allocation Funds”):

TIMOTHY PLAN STRATEGIC GROWTH FUND

TIMOTHY PLAN CONSERVATIVE GROWTH FUND

The Timothy Plan was established to provide an investment alternative for people who want to invest according to certain ethical standards. Each Fund invests according to its own distinct investment objective. However, all the Funds have one thing in common: they employ a zero-tolerance policy against investing in any company that is involved in the business of alcohol production, tobacco production or casino gambling, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or alternative lifestyles. Each Asset Allocation Fund invests the majority of its assets in a distinct group of Traditional Funds to provide a convenient way to allocate your investment among the Traditional Funds.

The Funds are distributed through:

Timothy Partners, Ltd.

1055 Maitland Center Commons

Maitland, Florida 32751

The Securities and Exchange Commission has not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a crime.

THE BASICS ABOUT THE TRADITIONAL FUNDS

The Timothy Plan believes that it has a responsibility to invest in a moral and ethical manner. Accordingly, none of our Funds invest in any company that is involved in the business of alcohol production, tobacco production, or casino gambling, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or alternative lifestyles. Securities issued by companies engaged in these prohibited activities are excluded from the Funds’ portfolios and are referred to throughout this Prospectus as “Excluded Securities.” Under a zero-tolerance policy, Excluded Securities will not be purchased by any of our Funds. Timothy Partners, Ltd. (“TPL”) is investment adviser to the Funds and is responsible for determining those securities that are Excluded Securities, and reserves the right to exclude investments, in its best judgment, in other companies whose practices may not fall within the exclusions described above, but nevertheless could be found offensive to basic, traditional Judeo-Christian values. Further, if a company whose securities are being held by one of our Funds is discovered to have changed its policies and is engaging in a prohibited practice, that security will be sold as soon as is reasonably practical.

Because none of our Funds will invest in Excluded Securities, and will divest itself of securities that are subsequently discovered to be ineligible, each Fund’s pool of eligible investments may be limited to a certain degree. Although TPL believes that the Funds can achieve their investment objectives within the parameters of ethical investing, eliminating Excluded Securities as investments may have an adverse effect on a Fund’s performance and ongoing expenses. However, “total return” is more than just numbers. It is also investing in a way that supports and reflects your beliefs and ideals. All of our Funds strive to maximize both kinds of total return.

	cusip number: ticker symbol:	Class A 887432813 TAAGX	Class C 887432698 TCAGX
TIMOTHY PLAN AGGRESSIVE GROWTH FUND

Investment objective

Long-term growth of capital.

Primary investment strategies

• Normally investing at least 80% of the Fund’s total assets in U.S. common stocks;

• Investing in securities of companies without regard to market capitalizations; and

• Investing its assets in the securities of a limited number of companies which the Fund’s investment manager believes show a high probability for superior growth.

Primary risks

1. General Risk: As with most other mutual funds, you can lose money by investing in this Fund. Share prices fluctuate from day to day, and when you sell your shares, they may be worth less than you paid for them.

2. Stock Market Risk: The Fund is an equity fund, so it is subject to the risks inherent in the stock market in general. The stock market is cyclical, with prices generally rising and falling over periods of time. Some of these price cycles can be pronounced and last for a long time.

3. Larger Company Investing Risk: Larger, more established companies may be unable to respond quickly to new competitive challenges like changes in consumer tastes or innovative smaller competitors. Also, larger companies are sometimes unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansion.

4. Smaller Company Investing Risk: Investing in smaller companies often involves greater risk than investing in larger companies. Smaller companies may not have the management experience, financial resources, product diversification and competitive strengths of larger companies. The securities of smaller companies, therefore, tend to be more volatile than the securities of larger, more established companies. Smaller company stocks tend to be bought and sold less often and in smaller amounts than larger company stocks. Because of this, if a Fund wants to sell a large quantity of a small-sized company’s stock, it may have to sell at a lower price than would otherwise be indicated, or it may have to sell in smaller than desired quantities over an increased time period.

5. Excluded Security Risk: Because the Fund does not invest in Excluded Securities, and will divest itself of securities that are subsequently discovered to be ineligible, the Fund may be riskier than other Funds that invest in a broader array of securities.

6. Growth Risks: The Fund invests in companies that appear to be growth-oriented companies. Growth companies are companies that the Fund’s investment manager believes will have revenue and earnings that grow faster than the economy as a whole, offering above-average prospects for capital appreciation and little or no emphasis on dividend income. If the investment manager’s perceptions of a company’s growth potential are wrong, the securities purchased may not perform as expected, reducing the Fund’s return.

7. Portfolio Turnover: The Fund may engage in active and frequent trading of portfolio securities to achieve its principal investment strategies. As a result, the Fund may experience high portfolio turnover. Increased portfolio turnover may result in higher costs for brokerage commissions and other transaction costs and may also result in taxable capital gains.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 2

Who should buy this Fund

The Fund is appropriate for investors who understand the risks of investing in the stock market and who are willing to accept significant amounts of volatility and risk.

Past performance

The following bar chart and table help show the risks of investing in shares of the Fund by showing changes in the Fund’s yearly performance over the lifetime of the Fund. They also compare the Fund’s performance to the performance of the Russell Mid Cap Growth Index during each period. You should be aware that the Fund’s past performance before and after taxes is not necessarily an indication of how the Fund will perform in the future. Also, performance figures do not reflect the effects of sales charges. If they did, returns would be lower.

3 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

		Class A	Class C
	cusip number:	887432813	887432698
	ticker symbol:	TAAGX	TCAGX
TIMOTHY PLAN AGGRESSIVE GROWTH FUND

Performance

Chart and Table (bar graph does not reflect the effect of sales charges.)

Year-by-year Annual Total Returns for Class A Shares

(for calendar years ending on December 31⁽¹⁾)

The Fund’s Year-to-Date Return through the Quarter Ended March 31, 2007 was 3.84%.

Best Quarter	Worst Quarter
Jun-03	Sep-01
20.22%	-26.86	%

Average Annual Total Returns

(for periods ending on December 31, 2006⁽¹⁾)

	Class A(1)
	1 Year		3 Year		5 Year		10 Year	Since Inception
Return without sales load and before taxes	7.50	%	8.62	%	4.21	%	N/A	-3.27	%
Return after taxes on distributions (2)	0.12	%	5.96	%	2.66	%	N/A	-4.41	%
Return after taxes on distributions and sale of shares (2)	3.54	%	5.74	%	2.64	%	N/A	-3.42	%
Russell Mid Cap Growth Index (3) (reflects no deduction for fees, expenses or taxes)	10.66	%	12.73	%	8.22	%	N/A	-0.47	%

(1) Class A shares commenced investment operations on October 5, 2000. Returns do not reflect the effect of sales charges. If sales charges were included, the returns would be lower.

(2) After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns displayed are for class A shares only, and after-tax returns for other classes will vary.

(3) The Russell Mid Cap Growth Index is a widely recognized, unmanaged index of Mid Capitalization growth companies in the United States. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 4

		Class A	Class C
	cusip number:	887432631	887432623
	ticker symbol:	TPIAX	TPICX
TIMOTHY PLAN INTERNATIONAL FUND

Investment objective

Long-term growth of capital.

Primary investment strategies

• Normally investing at least 80% of the Fund’s total assets in the common stock and similar securities of foreign companies through the purchase of American Depository Receipts (ADR’s);

• Investing in ADR’s without regard to market capitalizations;

• Investing its assets in the ADR’s of companies which the Fund’s investment manager believes show a high probability for superior growth; and

• Allocating investments across countries and regions considering the size of the market in each country and region relative to the size of the international market as a whole.

American Depository Receipts (ADR’s)

ADRs are receipts typically issued by a U.S. bank or trust company which evidence ownership of underlying securities issued by a foreign corporation. The Fund may purchase ADRs whether they are “sponsored” or “unsponsored”. “Sponsored” ADRs are issued jointly by the issuer of the underlying security and a depository. “Unsponsored” ADRs are issued without participation of the issuer of the deposited security. Holders of unsponsored ADRs generally bear all the costs of such facilities. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts in respect to the deposited securities. Therefore, there may not be a correlation between information concerning the issuer of the security and the market value of an unsponsored ADR. ADRs may result in a withholding tax by the foreign country of source, which will have the effect of reducing the income distributable to shareholders.

Primary risks

1. General Risk: As with most other mutual funds, you can lose money by investing in this Fund. Share prices fluctuate from day to day, and when you sell your shares, they may be worth less than you paid for them.

2. Stock Market Risk: The Fund is an equity fund, so it is subject to the risks inherent in the stock market in general. The stock market is cyclical, with prices generally rising and falling over periods of time. Some of these price cycles can be pronounced and last for a long time.

3. Foreign Risk: The Fund’s investments in foreign securities may experience more rapid and extreme changes in value than funds with investments solely in securities of U.S. companies. This is because the securities markets of many foreign countries are relatively small, with a limited number of companies representing a smaller number of industries. Foreign issuers are not subject to the same degree of regulation as U.S. issuers. Also, nationalization, expropriation or confiscatory taxation or political changes could adversely affect the Fund’s investments in a foreign country.

4. Issuer-Specific Changes: The value of an individual security or a particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole.

5. Currency Risk: Because the securities represented by ADR’s are foreign stocks denominated in non-U.S. currency, there is a risk that fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the Fund’s investments in foreign securities.

6. Larger Company Investing Risk: Larger, more established companies may be unable to respond quickly to new competitive challenges like changes in consumer tastes or innovative smaller competitors. Also, larger companies are sometimes unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansion.

7. Smaller Company Investing Risk: Investing in smaller companies often involves greater risk than investing in larger companies. Smaller companies may not have the management experience, financial resources, product diversification and competitive strengths of larger companies. The securities of smaller companies, therefore, tend to be more volatile than the securities of larger, more established companies. Smaller company stocks tend to be bought and sold less often and in smaller amounts than larger company stocks. Because of this, if a Fund wants to sell a large quantity of a small-sized company’s stock, it may have to sell at a lower price than would otherwise be indicated, or it may have to sell in smaller than desired quantities over an increased time period.

8. Excluded Security Risk: Because the Fund does not invest in Excluded Securities, and will divest itself securities that are subsequently discovered to be ineligible, the Fund may be riskier than other Funds that invest in a broader array of securities.

9. Growth Risks: The Fund invests in companies that appear to be growth-oriented companies. Growth companies are companies that the Fund’s investment manager believes will have revenue and earnings that grow faster than the economy as a whole, offering above-average prospects for capital appreciation and little or no emphasis on dividend income. If the investment manager’s perceptions of a company’s growth potential are wrong, the securities purchased may not perform as expected, reducing the Fund’s return.

5 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

10. Portfolio Turnover: The Fund may engage in active and frequent trading of portfolio securities to achieve its principal investment strategies. As a result, the Fund may experience high portfolio turnover. Increased portfolio turnover may result in higher costs for brokerage commissions and other transaction costs and may also result in taxable capital gains.

Who should buy this Fund

The Fund is appropriate for investors who understand the risks of investing in non-U.S. companies and who are willing to accept significant amounts of volatility and risk.

Past performance

This is a newly offered Fund without a prior operating history. Accordingly, performance information is not yet available.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 6

		Class A	Class C
	cusip number:	887432789	887432680
	ticker symbol:	TLGAX	TLGCX
TIMOTHY PLAN LARGE/MID CAP GROWTH FUND

Investment objective

Long-term growth of capital. Current income is not a significant investment consideration and any such income realized will be considered incidental to the Fund’s investment objective.

Primary investment strategies

• Primarily investing in equity securities with market capitalization in excess of $2 billion;

• Normally investing at least 80% of the Fund’s assets in a portfolio of securities which includes a broadly diversified number of U.S. equity securities that the Fund’s investment manager believes show a high probability of superior prospects for above average growth. The Fund’s investment manager chooses these securities using a “bottoms up” approach of extensively analyzing the financial, management, and overall economic conditions of each potential investment.

Primary risks

1. General Risk: As with most other mutual funds, you can lose money by investing in this Fund. Share prices fluctuate from day to day, and when you sell your shares, they may be worth less than you paid for them.

2. Stock Market Risk: The Fund is an equity fund, so it is subject to the risks inherent in the stock market in general. The stock market is cyclical, with prices generally rising and falling over periods of time. Some of these price cycles can be pronounced and last for a long time.

3. Excluded Security Risk: Because the Fund does not invest in Excluded Securities, and will divest itself of securities that are subsequently discovered to be ineligible, the Fund may be riskier than other Funds that invest in a broader array of securities.

4. Growth Risks: The Fund invests in companies that appear to be growth-oriented companies. Growth companies are companies that the Fund’s investment manager believes will have revenue and earnings that grow faster than the economy as a whole, offering above-average prospects for capital appreciation and little or no emphasis on dividend income. If the Fund’s investment manager’s perceptions of a company’s growth potential are wrong, the securities purchased may not perform as expected, reducing the Fund’s return.

5. Larger Company Investing Risk: Larger, more established companies may be unable to respond quickly to new competitive challenges like changes in consumer tastes or innovative smaller competitors. Also, larger companies are sometimes unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansion.

6. Mid-Sized Company Investing Risk: Investing in smaller companies often involves greater risk than investing in larger companies. Smaller companies may not have the management experience, financial resources, product diversification and competitive strengths of larger companies. The securities of smaller companies, therefore, tend to be more volatile than the securities of larger, more established companies. Smaller company stocks tend to be bought and sold less often and in smaller amounts than larger company stocks. Because of this, if a Fund wants to sell a large quantity of a small-sized company’s stock, it may have to sell at a lower price than would otherwise be indicated, or it may have to sell in smaller than desired quantities over an increased time period.

Who should buy this Fund

The Fund is appropriate for investors who understand the risks of investing in the stock market and who are willing to accept moderate amounts of volatility and risk.

Past performance

The following bar chart and table help show the risks of investing in shares of the Fund by showing changes in the Fund’s yearly performance over the lifetime of the Fund. They also compare the Fund’s performance to the performance of the Russell 1000 Growth Index during each period. You should be aware that the Fund’s past performance before and after taxes is not necessarily an indication of how the Fund will perform in the future. Also, performance figures do not reflect the effects of sales charges. If they did, returns would be lower.

7 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

		Class A	Class C
	cusip number:	887432789	887432680
	ticker symbol:	TLGAX	TLGCX
TIMOTHY PLAN LARGE/MID CAP GROWTH FUND

Performance

Chart and Table (bar graph does not reflect the effect of sales charges.)

Year-by-year Annual Total Returns for Class A Shares

(for calendar years ending on December 31⁽¹⁾)

The Fund’s Year-to-Date Return through the Quarter Ended March 31, 2007 was 3.17%.

Best Quarter	Worst Quarter
Dec-01	Mar-01
16.48%	-24.07	%

Average Annual Total Returns

(for periods ending on December 31, 2006⁽¹⁾)

	Class A(1)
	1 Year		3 Year		5 Year		10 Year	Since Inception
Return without sales load and before taxes	4.77	%	5.52	%	-0.08	%	N/A	-5.02	%
Return after taxes on distributions (2)	-0.68	%	3.65	%	-1.15	%	N/A	-5.83	%
Return after taxes on distributions and sale of shares (2)	-0.45	%	3.12	%	-0.97	%	N/A	-4.83	%
Russell 1000 Growth Index (3) (reflects no deduction for fees, expenses or taxes)	9.07	%	6.87	%	2.69	%	N/A	-4.93	%

(1) Class A shares commenced investment operations on October 5, 2000. Returns do not reflect the effect of sales charges. If sales charges were included, the returns would be lower.

(2) After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns displayed are for class A shares only, and after-tax returns for other classes will vary.

(3) The Russell 1000 Growth Index is a widely recognized, unmanaged index of 1000 large-capitalization companies in the United States. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 8

		Class A	Class C
	cusip number:	887432409	887432839
	ticker symbol:	TPLNX	TSVCX
TIMOTHY PLAN SMALL CAP VALUE FUND

Investment objective

Long-term capital growth, with a secondary objective of current income.

Primary investment strategies

• The Fund seeks to achieve its objectives by primarily investing at least 80% in U.S. Small Cap stocks. Small Cap stocks refer to the common stock of smaller companies – companies whose total market capitalization is generally less than $2 billion.

• In determining whether to invest in a particular company, the Fund’s investment manager focuses on a number of different attributes of the company, including the company’s market expertise, balance sheet, improving return on equity, price to earnings ratios, industry position and strength, management and a number of other factors. Analyzing companies in this manner is known as a “bottoms up” approach to investing.

• The Fund may invest in equity securities of foreign issuers in the form of American Depositary Receipts (“ADRs”). ADRs are certificates held in trust by a U.S. bank or trust company evidencing ownership of shares of foreign-based issuers, and are an alternative to purchasing foreign securities in their national market and currency.

Primary risks

1. General Risk: As with most other mutual funds, you can lose money by investing in this Fund. Share prices fluctuate from day to day, and when you sell your shares, they may be worth less than you paid for them.

2. Stock Market Risk: The Fund is an equity fund, so it is subject to the risks inherent in the stock market in general. The stock market is cyclical, with prices generally rising and falling over periods of time. Some of these price cycles can be pronounced and last for a long time.

3. Smaller Company Investing Risk: Investing in smaller companies often involves greater risk than investing in larger companies. Smaller companies may not have the management experience, financial resources, product diversification and competitive strengths of larger companies. The securities of smaller companies, therefore, tend to be more volatile than the securities of larger, more established companies. Smaller company stocks tend to be bought and sold less often and in smaller amounts than larger company stocks. Because of this, if a Fund wants to sell a large quantity of a small-sized company’s stock, it may have to sell at a lower price than would otherwise be indicated, or it may have to sell in smaller than desired quantities over an increased time period.

4. Excluded Security Risk: Because the Fund does not invest in Excluded Securities, and will divest itself of securities that are subsequently discovered to be ineligible, the Fund may be riskier than other Funds that invest in a broader array of securities.

5. Foreign Risk: The Fund’s investments in foreign securities may experience more rapid and extreme changes in value than funds with investments solely in securities of U.S. companies. This is because the securities markets of many foreign countries are relatively small, with a limited number of companies representing a smaller number of industries. Foreign issuers are not subject to the same degree of regulation as U.S. issuers. Also, nationalization, expropriation or confiscatory taxation or political changes could adversely affect the Fund’s investments in a foreign country. There is a risk that fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the Fund’s investments in foreign securities.

6. “Value” Investing Risk: The Fund invests in companies that appear to be value-oriented companies. If a Portfolio’s perceptions of a company’s inherent value are wrong, the securities purchased may not perform as expected, reducing the Portfolio’s return. Further, “value” stocks, in general, may lose favor in the market and under perform other types of securities.

Who should buy this Fund

The Fund is appropriate for investors who understand the risks of investing in the stock market and who are willing to accept moderate amounts of volatility and risk.

Past performance

The following bar chart and table help show the risks of investing in shares of the Fund by showing changes in the Fund’s yearly performance over the last ten years. They also compare the Fund’s performance to the performance of the Russell 2000 Index during each period. You should be aware that the Fund’s past performance before and after taxes is not necessarily an indication of how the Fund will perform in the future. Also, performance figures do not reflect the effects of sales charges. If they did, returns would be lower.

9 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

		Class A	Class C
	cusip number:	887432409	887432839
	ticker symbol:	TPLNX	TSVCX
TIMOTHY PLAN SMALL CAP VALUE FUND

Performance

Chart and Table (bar graph does not reflect the effect of sales charges.)

Year-by-year Annual Total Returns for Class A Shares

(for calendar years ending on December 31⁽¹⁾)

The Fund’s Year-to-Date Return through the Quarter Ended March 31, 2007 was 4.82%.

Best Quarter	Worst Quarter
Jun-03	Sep-98
20.35%	-23.18	%

Average Annual Total Returns

(for periods ending on December 31, 2006⁽¹⁾)

	Class A(1)
	1 Year		3 Year		5 Year		10 Year
Return without sales load and before taxes	19.69	%	9.76	%	8.19	%	8.26	%
Return after taxes on distributions (2)	8.65	%	5.59	%	5.71	%	6.60	%
Return after taxes on distributions and sale of shares (2)	11.18	%	5.97	%	5.65	%	6.35	%
Russell 2000 Index (3) (reflects no deduction for fees, expenses or taxes)	18.37	%	13.56	%	11.39	%	9.44	%

(1) Class A shares commenced investment operations on March 24, 1994. Returns do not reflect the effect of sales charges. If sales charges were included, the returns would be lower.

(2) After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns displayed are for class A shares only, and after-tax returns for other classes will vary.

(3) The Russell 2000 Index is a widely recognized, unmanaged index of 2000 Small Capitalization companies in the United States. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 10

		Class A	Class C
	cusip number:	887432607	887432805
	ticker symbol:	TLVAX	TLVCX
TIMOTHY PLAN LARGE/MID CAP VALUE FUND

Investment objective

Long-term capital growth, with a secondary objective of current income.

Primary investment strategies

• The Fund seeks to achieve its objectives by primarily investing in U.S. common stocks. The Fund will normally invest at least 80% of its assets in companies whose total market capitalization exceeds $2 billion.

• In determining whether to invest in a particular company, the Fund’s investment manager focuses on a number of different attributes of the company, including the company’s market expertise, balance sheet, improving return on equity, price to earnings ratios, industry position and strength, management, and a number of other factors. Analyzing companies in this manner is known as a “bottoms up” approach to investing.

Primary risks

1. General Risk: As with most other mutual funds, you can lose money by investing in this Fund. Share prices fluctuate from day to day, and when you sell your shares, they may be worth less than you paid for them.

2. Stock Market Risk: The Fund is an equity fund, so it is subject to the risks inherent in the stock market in general. The stock market is cyclical, with prices generally rising and falling over periods of time. Some of these price cycles can be pronounced and last for a long time.

3. Larger Company Investing Risk: Larger, more established companies may be unable to respond quickly to new competitive challenges like changes in consumer tastes or innovative smaller competitors. Also, larger companies are sometimes unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansion.

4. Mid-Sized Company Investing Risk: Investing in smaller companies often involves greater risk than investing in larger companies. Smaller companies may not have the management experience, financial resources, product diversification and competitive strengths of larger companies. The securities of smaller companies, therefore, tend to be more volatile than the securities of larger, more established companies. Smaller company stocks tend to be bought and sold less often and in smaller amounts than larger company stocks. Because of this, if a Fund wants to sell a large quantity of a small-sized company’s stock, it may have to sell at a lower price than would otherwise be indicated, or it may have to sell in smaller than desired quantities over an increased time period.

5. Excluded Security Risk: Because the Fund does not invest in Excluded Securities, and will divest itself of securities that are subsequently discovered to be ineligible, the Fund may be riskier than other Funds that invest in a broader array of securities.

6. “Value” Investing Risk: The Fund invests in companies that appear to be value-oriented companies. If a Portfolio’s perceptions of a company’s inherent value are wrong, the securities purchased may not perform as expected, reducing the Portfolio’s return. Further, “value” stocks, in general, may lose favor in the market and under perform other types of securities.

Who should buy this Fund

The Fund is appropriate for investors who understand the risks of investing in the stock market and who are willing to accept moderate amounts of volatility and risk.

Past performance

The following bar chart and table help show the risks of investing in shares of the Fund by showing changes in the Fund’s yearly performance over the lifetime of the Fund. They also compare the Fund’s performance to the performance of the S&P 500 Index during each period. You should be aware that the Fund’s past performance before and after taxes is not necessarily an indication of how the Fund will perform in the future. Also, performance figures do not reflect the effects of sales charges. If they did, returns would be lower.

11 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

		Class A	Class C
	cusip number:	887432607	887432805
	ticker symbol:	TLVAX	TLVCX
TIMOTHY PLAN LARGE/MID CAP VALUE FUND

Performance

Chart and Table (bar graph does not reflect the effect of sales charges.)

Year-by-year Annual Total Returns for Class A Shares

(for calendar years ending on December 31⁽¹⁾)

The Fund’s Year-to-Date Return through the Quarter Ended March 31, 2007 was 5.24%.

Best Quarter	Worst Quarter
Jun-03	Sep-02
17.72%	-18.73	%

Average Annual Total Returns

(for periods ending on December 31, 2006⁽¹⁾)

	Class A(1)
	1 Year		3 Year		5 Year		10 Year	Since Inception
Return without sales load and before taxes	18.41	%	15.43	%	10.61	%	N/A	8.30	%
Return after taxes on distributions (2)	10.22	%	11.88	%	8.57	%	N/A	6.91	%
Return after taxes on distributions and sale of shares (2)	8.70	%	11.17	%	7.98	%	N/A	6.41	%
S&P 500 Index (3) (reflects no deduction for fees, expenses or taxes)	15.78	%	10.42	%	6.18	%	N/A	1.80	%

(1) Class A shares commenced investment operations on July 14, 1999. Returns do not reflect the effect of sales charges. If sales charges were included, the returns would be lower.

(2) After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns displayed are for class A shares only, and after-tax returns for other classes will vary.

(3) The S&P 500 Index is a widely recognized, unmanaged index of common stock prices. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 12

		Class A	Class C
	cusip number:	887432888	887432862
	ticker symbol:	TFIAX	TFICX
TIMOTHY PLAN FIXED INCOME FUND

Investment objective

To generate a high level of current income consistent with prudent investment risk.

Primary investment strategies

• To achieve its goal, the Fund normally invests in a diversified portfolio of debt securities. These include corporate bonds, U.S. government and agency securities, convertible securities and preferred securities. The investment manager will only purchase securities for the Fund that are investment grade, with a rating of at least “BBB” as rated by Standard & Poor’s or a comparable rating by another nationally recognized rating agency. The Fund may also invest in debt securities that have not been rated by one of the major rating agencies, so long as the Fund’s investment manager has determined that the security is of comparable credit quality to similar rated securities. The Fund has adopted a non-fundamental investment policy that under normal circumstances will invest at least 80% of its assets in fixed income securities. This policy may not be changed without at least 60 days prior written notice to Fund shareholders.

• In managing its portfolio, the Fund’ s investment manager concentrates on sector analysis, industry allocation and securities selection, deciding which types of bonds and industries to emphasize at a given time, and then which individual bonds to buy. The Fund attempts to anticipate shifts in the business cycle in determining types of bonds and industry sectors to target. In choosing individual securities, the Fund seeks out securities that appear to be undervalued within the emphasized industry sector.

Primary risks

1. General Risk: As with most other mutual funds, you can lose money by investing in this Fund. Share prices fluctuate from day to day, and when you sell your shares, they may be worth less than you paid for them.

2. Interest Rate Risk: When interest rates rise, bond prices fall; the higher the Fund’s duration (a calculation reflecting time risk, taking into account both the average maturity of the Fund’s portfolio and its average coupon return), the more sensitive the Fund is to interest rate risk.

3. Credit Risk: The Fund could lose money if any bonds it owns are downgraded in credit rating or go into default. For this reason, the Fund will only invest in investment-grade bonds. The degree of risk for a particular security may be reflected in its credit rating. Bonds rated at the time of purchase BBB by Standard & Poor’s or, unrated, but determined to be of comparable quality by the investment manager, are subject to greater market risk and credit risk, or loss of principal and interest, than higher-rated securities.

4. Sector Risk: If certain industry sectors or types of securities don’t perform as well as the Fund expects, the Fund’s performance could suffer.

5. Excluded Security Risk: Because the Fund does not invest in Excluded Securities, and will divest itself of securities that are subsequently discovered to be ineligible, the Fund may be riskier that other Funds than invest in a broader array of securities.

Who should buy this Fund

This Fund is appropriate for investors who want a high level of current income and are willing to accept a minor degree of volatility and risk.

Past performance

The following bar chart and table help show the risks of investing in shares of the Fund by showing changes in the Fund’s yearly performance over the lifetime of the Fund. They also compare the Fund’s performance to the performance of the Dow Jones Bond and the Salomon BIG Index during each period. You should be aware that the Fund’s past performance before and after taxes is not necessarily an indication of how the Fund will perform in the future. Also, performance figures do not reflect the effects of sales charges. If they did, returns would be lower.

13 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

	cusip number: ticker symbol:	Class A 887432888 TFIAX	Class C 887432862 TFICX
TIMOTHY PLAN FIXED INCOME FUND

Performance

Chart and Table (bar graph does not reflect the effect of sales charges.)

Year-by-year Annual Total Returns for Class A Shares

(for calendar years ending on December 31⁽¹⁾)

The Fund’s Year-to-Date Return through the Quarter Ended March 31, 2007 was 1.24%.

Best Quarter	Worst Quarter
Sep-02	Mar-00
5.98%	-1.25	%

Average Annual Total Returns

(for periods ending on December 31, 2006⁽¹⁾)

	Class A(1)
	1 Year		3 Year		5 Year		10 Year	Since Inception
Return without sales load and before taxes	3.11	%	2.55	%	4.65	%	N/A	4.17	%
Return after taxes on distributions (2)	-2.76	%	-0.25	%	2.23	%	N/A	2.03	%
Return after taxes on distributions and sale of shares (2)	-0.87	%	0.15	%	2.30	%	N/A	2.11	%
Salomon Brother BIG Index (3) (indices reflect no deduction for fees, expenses or taxes)	4.33	%	3.78	%	5.10	%	N/A	6.24	%
Lehman Brothers Aggregate Bond Index (4) (indices reflect no deduction for fees, expenses or taxes)	4.33	%	2.96	%	4.20	%	N/A	5.53	%

(1) Class A shares commenced investment operations on July 14, 1999. Returns do not reflect the effect of sales charges. If sales charges were included, the returns would be lower.

(2) After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns displayed are for class A shares only, and after-tax returns for other classes will vary.

(3) The Salomon Brothers BIG Index is a widely recognized index comprised of corporate, mortgage-backed, and asset-based bonds. The index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

(4) During a meeting of the Trust’s Board of Trustees on February 23, 2007, the Trustees voted to change the benchmark of the Fixed Income Fund to the Lehman Brothers Aggregate Bond Index. The Trustees determined this index more closely resembles the holdings and risk/return objectives of the Fund. The Lehman Brothers Aggregate Bond Index is a benchmark made up of a number of Lehman Brothers indices that include securities that are of investment-grade quality or better, have at least one year to maturity, and have an outstanding par value of at least $100 million. The index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 14

	cusip number: ticker symbol:	Class A 887432615 TPHAX	Class C 887432599 TPHCX
TIMOTHY PLAN HIGH YIELD BOND FUND

Investment objective

To generate a high level of current income.

Primary investment strategies

• To achieve its goal, the Fund normally invests in a diversified portfolio of debt securities. These include corporate bonds, convertible securities and preferred securities. The investment manager will generally purchase securities for the Fund that are not investment grade, meaning securities with a rating of “BBB” or lower as rated by Standard & Poor’s or a comparable rating by another nationally recognized rating agency. The Fund may also invest in debt securities that have not been rated by one of the major rating agencies, so long as the Fund’s investment manager has determined that the security is of comparable credit quality to similar rated securities. The Fund has adopted a non-fundamental investment policy that under normal circumstances will invest at least 80% of its assets in fixed income securities. This policy may not be changed without at least 60 days prior written notice to Fund shareholders.

• In managing its portfolio, the Fund’s investment manager concentrates on sector analysis, industry allocation and securities selection, deciding which types of bonds and industries to emphasize at a given time, and then which individual bonds to buy. The Fund attempts to anticipate shifts in the business cycle in determining types of bonds and industry sectors to target. In choosing individual securities, the Fund seeks out securities that appear to be undervalued within the emphasized industry sector.

Primary risks

1. General Risk: As with most other mutual funds, you can lose money by investing in this Fund. Share prices fluctuate from day to day, and when you sell your shares, they may be worth less than you paid for them.

2. Interest Rate Risk: When interest rates rise, bond prices fall; the higher the Fund’s duration (a calculation reflecting time risk, taking into account both the average maturity of the Fund’s portfolio and its average coupon return), the more sensitive the Fund is to interest rate risk.

3. Credit Risk: The Fund could lose money if any bonds it owns are downgraded in credit rating or go into default. The degree of risk for a particular security may be reflected in its credit rating. Bonds rated at the time of purchase BBB or lower by Standard & Poor’s or, unrated, but determined to be of comparable quality by the investment manager, are subject to greater market risk and credit risk, or loss of principal and interest, than higher-rated securities.

4. Sector Risk: If certain industry sectors or types of securities don’t perform as well as the Fund expects, the Fund’s performance could suffer.

5. Excluded Security Risk: Because the Fund does not invest in Excluded Securities, and will divest itself securities that are subsequently discovered to be ineligible, the Fund may be riskier than other Funds that invest in a broader array of securities.

Who should buy this Fund

This Fund is appropriate for investors who want a high level of current income and are willing to accept a minor degree of volatility and risk.

Past performance

This is a newly offered Fund without a prior operating history. Accordingly, performance information is not yet available.

15 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

	cusip number: ticker symbol:	No-Load 887432821 TPMXX
TIMOTHY PLAN MONEY MARKET FUND

Investment objective

The Fund seeks a high level of current income consistent with the preservation of capital. The Fund also attempts to maintain a stable net asset value of $1.00.

Primary investment strategies

• The Fund invests primarily in short-term debt instruments, such as obligations of the U.S. government and its agencies, certificates of deposit, bankers acceptances, commercial paper, and short-term corporate notes. The Fund may also invest in repurchase agreements. Under normal circumstances, the Fund will not invest in any security with a maturity in excess of 397 days.

• The Fund will only purchase securities that have a rating of at least “AA” by Standard & Poor’s or a comparable rating by another nationally recognized rating agency. The Fund may also invest in debt securities that have not been rated by one of the major rating agencies, so long as the Fund’s investment manager has determined than the security is of comparable credit quality to similar rated securities

Primary risks

1. Money Market Risk: An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

2. Interest Rate Risk: When interest rates rise, bond prices fall; the higher the Fund’s duration (a calculation reflecting time risk, taking into account both the average maturity of the Fund’s portfolio and its average coupon return), the more sensitive the Fund is to interest rate risk.

3. Credit Risk: The Fund could lose money if its holdings are downgraded in credit rating or go into default. Accordingly, the Fund will only invest in investment-grade bonds.

4. Excluded Security Risk: Because the Fund does not invest in Excluded Securities, and will divest itself of securities that are subsequently discovered to be ineligible, the Fund may be riskier that other Funds that invest in a broader array of securities.

Who should buy this Fund

The Fund is appropriate for investors who are seeking a high level of current income and preservation of capital.

Past performance

The following bar chart and table help show the risks of investing in shares of the Fund by showing changes in the Fund’s yearly performance over the lifetime of the Fund. Of course, the Fund’s past performance is not necessarily an indication of its future performance.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 16

	cusip number: ticker symbol:	No-Load 887432821 TPMXX
TIMOTHY PLAN MONEY MARKET FUND

Performance

Chart and Table (bar graph does not reflect the effect of sales charges)

Year-by-year Annual Total Returns for No-load Shares

(for calendar years ending on December 31⁽¹⁾)

The Fund’s Year-to-Date Return through the Quarter Ended March 31, 2007 was 1.09%.

Average Annual Total Returns

(for periods ending on December 31, 2006 ⁽¹⁾)

	1 Year		3 Year		5 Year		10 Year	Since Inception
Return without sales load and before taxes	4.17	%	2.58	%	1.82	%	N/A	2.61	%
Return with sales load	N/A		N/A		N/A		N/A	N/A
Return after taxes on distributions (2)	2.76	%	1.66	%	1.16	%	N/A	1.62	%
Return after taxes on distributions and sale of shares (2)	2.76	%	1.66	%	1.16	%	N/A	1.62	%

(1) Money Market Fund commenced investment operations on July 12, 1999.

(2) After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

To obtain the Fund’s current 7-day yield, call the Fund toll-free at 1-800-662-0201.

An investment in the Money Market Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

17 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

FEES AND EXPENSES

The tables that follow describe the fees and expenses you may pay if you buy and hold the various shares of the Timothy Plan Funds.

Shareholder Transaction Expenses (fees paid directly from your investment)

Funds	Expense Type	Class A		Class C
Aggressive Growth Fund International Fund Large/Mid Cap Growth Fund Small Cap Value Fund Large/Mid Cap Value Fund	Maximum sales charge (load) on purchases (as % of offering price)	5.50	%	None
	Maximum deferred sales charges (load) (as a percentage of the lesser of original purchase price or redemption proceeds)	None		1.00	%
	Redemption fees (1)	None		None
	Exchange fees	None		None
Fixed Income Fund High Yield Bond Fund	Maximum sales charge (load) on purchases (as % of offering price)	4.50	%	None
	Maximum deferred sales charges (load) (as a % of the lesser of original purchase price or redemption proceeds)	None		1.00	%
	Redemption fees (1)	None		None
	Exchange fees	None		None
Fund	Expense Type	No-Load
Money Market Fund	Maximum sales charge (load) on purchases (as % of offering price)	None
	Maximum deferred sales charges (load) (as a percentage of the lesser of original purchase price or redemption proceeds)	None
	Redemption fees (1)	None
	Exchange fees	None

Annual Fund Operating Expenses (fees paid directly from Fund Assets)

Aggressive Growth Fund	Class A		Class C
Management Fee (2)	0.85	%	0.85	%
Distribution/Service(12b-1 Fees)	0.25	%	1.00	%
Fees and Expenses of Acquired Funds (4)	0.00	%	0.00	%
Other Expenses (3)	0.49	%	0.50	%
Total Annual Fund Operating Expenses (before reimbursement by TPL)	1.59	%	2.35	%
(Reimbursement) Recoupment	0.01	%	0.00	%
Total Net Annual Operating Expense	1.60	%	2.35	%
International Fund	Class A		Class C
Management Fee (2)	1.00	%	1.00	%
Distribution/Service(12b-1 Fees)	0.25	%	1.00	%
Fees and Expenses of Acquired Funds (4)	0.00	%	0.00	%
Other Expenses*	0.50	%	0.50	%
Total Annual Fund Operating Expenses (before reimbursement by TPL)	1.75	%	2.50	%
(Reimbursement) Recoupment	0.00	%	0.00	%
Total Net Annual Operating Expense	1.75	%	2.50	%

To assist the International Fund to maintain certain targeted expense ratios, the Adviser has contractually agreed to limit the Fund’s total annual expense ratio to not greater than 1.75% for Class A shares, and 2.50% for Class C shares. The Adviser’s contractual commitment to the Fund will expire on April 30, 2008, but may be renewed thereafter at the Adviser’s discretion. The Fund has agreed to repay these expenses in the first, second and third fiscal years following the year ending December 31, 2007, to the extent the total expenses of the Fund for any such year or years do not exceed 1.75% and 2.50% of Class A and Class C shares, respectively, of the Fund’s average daily net assets or any lower expense limitation or limitations to which the Fund’s adviser may otherwise agree.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 18

Large/Mid Cap Growth Fund	Class A		Class C
Management Fee (2)	0.85	%	0.85	%
Distribution/Service(12b-1 Fees)	0.25	%	1.00	%
Fees and Expenses of Acquired Funds (4)	0.00	%	0.00	%
Other Expenses (3)	0.42	%	0.42	%
Total Annual Fund Operating Expenses (before reimbursement by TPL)	1.52	%	2.27	%
(Reimbursement) Recoupment	0.01	%	0.00	%
Total Net Annual Operating Expense	1.53	%	2.27	%
Small Cap Value Fund	Class A		Class C
Management Fee (2)	0.85	%	0.85	%
Distribution/Service(12b-1 Fees)	0.25	%	1.00	%
Fees and Expenses of Acquired Funds (4)	0.00	%	0.00	%
Other Expenses (3)	0.42	%	0.42	%
Total Annual Fund Operating Expenses (before reimbursement by TPL)	1.52	%	2.27	%
(Reimbursement) Recoupment	0.00	%	0.00	%
Total Net Annual Operating Expense	1.52	%	2.27	%
Large/Mid Cap Value Fund	Class A		Class C
Management Fee (2)	0.85	%	0.85	%
Distribution/Service(12b-1 Fees)	0.25	%	1.00	%
Fees and Expenses of Acquired Funds (4)	0.00	%	0.00	%
Other Expenses (3)	0.41	%	0.40	%
Total Annual Fund Operating Expenses (before reimbursement by TPL)	1.51	%	2.25	%
(Reimbursement) Recoupment	0.00	%	0.00	%
Total Net Annual Operating Expense	1.51	%	2.25	%
Fixed Income Fund	Class A		Class C
Management Fee (2)	0.60	%	0.60	%
Distribution/Service(12b-1 Fees)	0.25	%	1.00	%
Fees and Expenses of Acquired Funds (4)	0.00	%	0.00	%
Other Expenses (3)	0.47	%	0.50	%
Total Annual Fund Operating Expenses (before reimbursement by TPL)	1.32	%	2.10	%
(Reimbursement) Recoupment	0.03	%	0.00	%
Total Net Annual Operating Expense	1.35	%	2.10	%
High Yield Bond Fund	Class A		Class C
Management Fee (2)	0.60	%	0.60	%
Distribution/Service(12b-1 Fees)	0.25	%	1.00	%
Fees and Expenses of Acquired Funds (4)	0.00	%	0.00	%
Other Expenses*	0.50	%	0.50	%
Total Annual Fund Operating Expenses (before reimbursement by TPL)	1.35	%	2.10	%
(Reimbursement) Recoupment	0.00	%	0.00	%
Total Net Annual Operating Expense	1.35	%	2.10	%

To assist the High Yield Bond Fund to maintain certain targeted expense ratios, the Adviser has contractually agreed to limit the Fund’s total annual expense ratio to not greater than 1.35% for Class A shares, and 2.10% for Class C shares. The Adviser’s contractual commitment to the Fund will expire on April 30, 2008, but may be renewed thereafter at the Adviser’s discretion. The Fund has agreed to repay these expenses in the first, second and third fiscal years following the year ending December 31, 2007, to the extent the total expenses of the Fund for any such year or years do not exceed 1.35% and 2.10% of Class A and Class C shares, respectively, of the Fund’s average daily net assets or any lower expense limitation or limitations to which the Fund’s adviser may otherwise agree.

19 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

Money Market Fund	No-Load
Management Fee (2)	0.60	%
Distribution/Service(12b-1 Fees)	0.00	%
Fees and Expenses of Acquired Funds (4)	0.00	%
Other Expenses (3)	0.61	%
Total Annual Fund Operating Expenses (before reimbursement by TPL)	1.21	%
(Reimbursement) Recoupment	-0.36	%
Total Net Annual Operating Expense	0.85	%

* Other Expenses for the International and High Yield Bond Funds are estimated in good faith for each Fund’s first year of operations.

(1) US Bank, the Funds’ Custodian, charges a fee on redemptions paid by wire transfer, which currently is $9.

(2) Management Fees include an annual fee which is paid to the Funds’ Adviser, Timothy Partners. Ltd.

(3) Other Expenses include administration fees, transfer agency fees and all other ordinary operating expenses not listed above.

(4) Fees and expenses of Acquired Funds represent the pro rata expense indirectly incurred by the Funds as a result of investing in the Timothy Plan Money Market Fund or other investment companies that have their own expenses. The fees and expenses are not used to calculate the Funds’ net asset values and do not correlate to the ratio of Expenses to Average Net Assets found in the Financial Highlights sections of this prospectus.

Example:

The following examples are intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds. For each share class offered, the Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and annual Fund operating expenses remain the same for each share class. Lastly, the Example assumes that any expense caps or limitations remain in place throughout the time periods indicated. Although your actual costs may be higher or lower, based on these assumptions your costs would be: Costs in table below should be based on the revised tables above.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 20

Funds	Time Period	Class A	Class C (with redemption)	Class C (without redemption)
Aggressive Growth Fund	1 Year	704	338	238
	3 Years	1,025	733	733
	5 Years	1,369	1,255	1,255
	10 Years	2,336	2,686	2,686
International Fund	1 Year	718	353	253
	3 Years	1,071	779	779
	5 Years	N/A	N/A	N/A
	10 Years	N/A	N/A	N/A
Large/Mid Cap Growth Fund	1 Year	697	330	230
	3 Years	1,005	709	709
	5 Years	1,334	1,215	1,215
	10 Years	2,264	2,605	2,605
Small Cap Value Fund	1 Year	696	330	230
	3 Years	1,004	709	709
	5 Years	1,333	1,215	1,215
	10 Years	2,263	2,605	2,605
Large/Mid Cap Value Fund	1 Year	695	331	228
	3 Years	1,001	703	703
	5 Years	1,328	1,205	1,205
	10 Years	2,252	2,585	2,585
Fixed Income Fund	1 Year	581	316	213
	3 Years	852	658	658
	5 Years	1,144	1,129	1,129
	10 Years	1,971	2,431	2,431
High Yield Bond Fund	1 Year	581	313	213
	3 Years	1,009	658	658
	5 Years	N/A	N/A	N/A
	10 Years	N/A	N/A	N/A

Fund	Time Period	No-Load
Money Market Fund	1 Year	87
	3 Years	348
	5 Years	630
	10 Years	1,434

The $9 fee that you would have to pay if you redeemed your shares by wire transfer is not included in these figures. A maximum sales charge of 5.50% is included in the expense calculations of all except the Fixed Income and High Yield Bond Funds which have a sales charge included at 4.50%, and the Money Market Fund, which is no load.

21 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

THE BASICS ABOUT THE ASSET ALLOCATION FUNDS

In addition to the Traditional Funds described above, the Timothy Plan offers two Asset Allocation Funds: the Timothy Plan Conservative Growth Fund and the Timothy Plan Strategic Growth Fund. Each Asset Allocation Fund attempts to achieve its investment objective by investing the majority of its assets in certain Traditional Funds. The Asset Allocation Funds offer you the opportunity to pursue one of two specially constructed asset allocation strategies. The Asset Allocation Funds are designed for long-term investors seeking total return for tax-advantaged retirement plans and other long-term investment or savings accounts.

TIMOTHY PLAN STRATEGIC GROWTH FUND cusip number:
ticker symbol: Class A
887432763
TSGAX Class C
887432672
TSGCX

Investment objective

Medium to high levels of long-term capital growth. Current income is a consideration only to the extent that the Traditional Funds in which the Strategic Growth Fund invests seek current income.

Primary investment strategies

The Strategic Growth Fund normally will invest at least 75% of its assets in the following Traditional Funds according to the following approximate range of percentages:

Timothy Plan Traditional Fund	% of Fund’s Net Assets Invested in Traditional Fund
Small Cap Value Fund	10-15	%
Large/Mid Cap Value Fund	15-25	%
Large/Mid Cap Growth Fund	15-25	%
Aggressive Growth Fund	10-15	%
High Yield Bond Fund	0-20	%
International Fund	20-30	%

On April 27, 2007, the shareholders of the Strategic Growth Fund voted to include the International Fund and the High Yield Bond Fund in the allocation, and to amend the allocation model to the percentage ranges set forth in the above table.

The Strategic Growth Fund normally will invest its remaining cash, if any, in Timothy Plan Money Market Fund.

The Adviser will determine the specific asset allocation program. On each day that the Strategic Growth Fund is open for business, the Adviser will review the asset allocation program and reallocate, as necessary, for any new funds invested in the Fund. TPL also will reallocate the Strategic Growth Fund’s investments in the Traditional Funds at the end of each fiscal quarter to maintain the asset allocation program.

Primary risks

1. General Risk: As with most other mutual funds, you can lose money by investing in the Fund. Share prices fluctuate from day to day, and when you sell your shares, they may be worth less than you paid for them.

2. Portfolio Risk: The Fund is subject to all of the risks that are inherent in the Traditional Funds in which the Fund invests.

3. Interest Rate Risk: To the extent that the Fund invests in the High Yield Bond Fund, and other fixed income securities, the Fund will be exposed to interest rate risk. When interest rates rise, bond prices fall; the higher the High Yield Bond Fund’s duration (a calculation reflecting time risk, taking into account both the average maturity of the Fund’s portfolio and its average coupon return), the more sensitive the Fund is to interest rate risk.

4. Credit Risk: To the extent that the Fund invests in the High Yield Bond Fund, and other fixed income securities, the Fund will be exposed to credit risk. The Fund could lose money if any bonds owned by the High Yield bond Fund are downgraded in credit rating or go into default.

Who should buy this Fund

The Strategic Growth Fund is appropriate for investors who understand the risks of investing in moderately- to aggressively-oriented equity and bond funds and who wish to allocate their investments among multiple funds with a single investment.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 22

Past performance

The following bar chart and table help show the risks of investing in shares of the Fund by showing changes in the Fund’s yearly performance over the lifetime of the Fund. They also compare the Fund’s performance to the performance of the S&P 500 Index during each period. You should be aware that the Fund’s past performance before and after taxes is not necessarily an indication of how the Fund will perform in the future. Also, performance figures do not reflect the effects of sales charges. If they did, returns would be lower.

23 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

TIMOTHY PLAN STRATEGIC GROWTH FUND cusip number:
ticker symbol: Class A
887432763
TSGAX Class C
887432672
TSGCX

Performance

Chart and Table (bar graph does not reflect the effect of sales charges.)

Year-by-year Annual Total Returns for Class A Shares

(for calendar years ending on December 31⁽¹⁾)

The Fund’s Year-to-Date Return through the Quarter Ended March 31, 2007 was 3.92%.

Best Quarter	Worst Quarter
Dec-01	Sep-02
16.19%	-17.65	%

Average Annual Total Returns

(for periods ending on December 31, 2006⁽¹⁾)

	Class A(1)
	1 Year		3 Year		5 Year		10 Year	Since Inception
Return without sales load and before taxes	10.41	%	8.24	%	3.91	%	N/A	0.45	%
Return after taxes on distributions (2)	3.80	%	5.96	%	2.59	%	N/A	-0.56	%
Return after taxes on distributions and sale of shares (2)	3.81	%	5.36	%	2.37	%	N/A	-0.36	%
S&P 500 Index (3) (reflects no deduction for fees, expenses or taxes)	15.78	%	10.42	%	6.18	%	N/A	1.48	%

(1) Class A shares commenced investment operations on October 5, 2000. Returns do not reflect the effect of sales charges. If sales charges were included, the returns would be lower.

(2) After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns displayed are for class A shares only, and after-tax returns for other classes will vary.

(3) The S&P 500 Index is a widely recognized, unmanaged index of common stock prices. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 24

TIMOTHY PLAN CONSERVATIVE GROWTH FUND cusip number:
ticker symbol: Class A
887432730
TCGAX Class C
887432664
TCVCX

Investment objective

Moderate levels of long-term capital growth. Current income is a secondary objective.

Primary investment strategies

The Conservative Growth Fund normally will invest at least 75% of its assets in the following Traditional Funds according to the following approximated range of percentages:

Timothy Plan Traditional Fund	% of Fund’s Net Assets Invested in Traditional Fund
Small Cap Value Fund	5-15	%
Large/Mid Cap Value Fund	15-25	%
Large/Mid Cap Growth Fund	5-15	%
Fixed Income Fund	20-40	%
Aggressive Growth	0-10	%
High Yield Bond Fund	5-15	%
International Fund	10-20	%

On April 27, 2007, the shareholders of the Conservative Growth Fund voted to include the International Fund and the High Yield Bond Fund in the allocation, and to amend the allocation model to the percentage ranges set forth in the above table.

The Conservative Growth Fund normally will invest its remaining cash, if any, in the Timothy Plan Money Market Fund.

TPL will determine the specific asset allocation program. On each day that the Conservative Growth Fund is open for business, TPL will review the asset allocation program and reallocate, as necessary, for any new funds invested in the Fund. The Adviser also will reallocate the Conservative Growth Fund’s investments in the Traditional Funds at the end of each fiscal quarter to maintain the asset allocation program.

Primary risks

1. General Risk: As with most other mutual funds, you can lose money by investing in the Fund. Share prices fluctuate from day to day, and when you sell your shares, they may be worth less than you paid for them.

2. Portfolio Risk: The Fund is subject to all of the risks that are inherent in the Traditional Funds in which the Fund invests.

3. Interest Rate Risk: To the extent that the Fund invests in the Fixed Income Fund, the High Yield Bond Fund, and other fixed income securities, the Fund will be exposed to interest rate risk. When interest rates rise, bond prices fall; the higher the Fixed Income Fund’s and the High Yield Bond Fund’s duration (a calculation reflecting time risk, taking into account both the average maturity of the Fund’s portfolio and its average coupon return), the more sensitive the Fund is to interest rate risk.

4. Credit Risk: To the extent that the Fund invests in the Fixed Income Fund, the High Yield Bond Fund, and other fixed income securities, the Fund will be exposed to credit risk. The Fund could lose money if any bonds owned by the Fixed Income Fund or High Yield bond Fund are downgraded in credit rating or go into default.

Who should buy this Fund

The Fund is appropriate for investors who understand the risks of investing in moderately risk-oriented equity and bond funds, but who also wish to realize current income and allocate their investments among multiple funds with a single investment.

Past performance

The following bar chart and table help show the risks of investing in shares of the Fund by showing changes in the Fund’s yearly performance over the lifetime of the Fund. They also compare the Fund’s performance to the performance of the S&P 500 Index during each period. You should be aware that the Fund’s past performance before and after taxes is not necessarily an indication of how the Fund will perform in the future. Also, performance figures do not reflect the effects of sales charges. If they did, returns would be lower.

25 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

TIMOTHY PLAN CONSERVATIVE GROWTH FUND cusip number:
ticker symbol: Class A
887432730
TCGAX Class C
887432664
TCVCX

Performance

Chart and Table (bar graph does not reflect the effect of sales charges.)

Year-by-year Annual Total Returns for Class A Shares

(for calendar years ending on December 31⁽¹⁾)

The Fund’s Year-to-Date Return through the Quarter Ended March 31, 2007 was 3.33%.

Best Quarter	Worst Quarter
Jun-03	Sep-02
12.18%	-11.10	%

Average Annual Total Returns

(for periods ending on December 31, 2006 ⁽¹⁾)

	Class A (1)
	1 Year		3 Year		5 Year		10 Year	Since Inception
Return without sales load and before taxes	9.86	%	7.26	%	5.22	%	N/A	3.21	%
Return after taxes on distributions (2)	2.66	%	4.72	%	3.73	%	N/A	2.03	%
Return after taxes on distributions and sale of shares (2)	3.68	%	4.40	%	3.43	%	N/A	1.91	%
S&P 500 Index (3) (reflects no deduction for fees, expenses or taxes)	15.78	%	10.42	%	6.18	%	N/A	1.48	%

(1) Class A shares commenced investment operations on October 5, 2000. Returns do not reflect the effect of sales charges. If sales charges were included, the returns would be lower.

(2) After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns displayed are for class A shares only, and after-tax returns for other classes will vary.

(3) The S&P 500 Index is a widely recognized, unmanaged index of common stock prices. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 26

FEES AND EXPENSES

The tables that follow describe the fees and expenses you may pay if you buy and hold shares of the Asset Allocation Funds.

Shareholder Transaction Expenses (fees paid directly from your investment)

Funds	Expense Type	Class A		Class C
Strategic Growth Fund Conservative Growth Fund	Maximum sales charge (load) on purchases (as a % of offering price)	5.50	%	None
	Maximum deferred sales charge (load) (as a % of the lesser of original purchase price or redemption proceeds)	None		1.00	%
	Redemption fees (1)	None		None
	Exchange fees	None		None

Annual Fund Operating Expenses (fees paid directly from Fund Assets)

Strategic Growth Fund	Class A		Class C
Management Fee (2)	0.65	%	0.65	%
Distribution/Service(12b-1 Fees)	0.25	%	1.00	%
Fees and Expenses of Acquired Funds (4)	1.51	%	1.51	%
Other Expenses (3)	0.17	%	0.16	%
Total Annual Fund Operating Expenses (before reimbursement by TPL)	2.58	%	3.32	%
(Reimbursement) Recoupment	0.00	%	0.00	%
Total Net Annual Operating Expense	2.58	%	3.32	%
Conservative Growth Fund	Class A		Class C
Management Fee (2)	0.65	%	0.65	%
Distribution/Service(12b-1 Fees)	0.25	%	1.00	%
Fees and Expenses of Acquired Funds (4)	1.47	%	1.47	%
Other Expenses (3)	0.18	%	0.19	%
Total Annual Fund Operating Expenses (before reimbursement by TPL)	2.55	%	3.31	%
(Reimbursement) Recoupment	0.01	%	0.00	%
Total Net Annual Operating Expense	2.56	%	3.31	%

(1) US Bank, the Funds’ Custodian, charges a fee on redemptions paid by wire transfer, which is currently $9.

(2) Management Fees include an annual fee of 0.65% of the average daily net assets of each Fund which is paid to the Funds’ Adviser, Timothy Partners. Ltd.

(3) Other Expenses include administration fees, transfer agency fees and all other ordinary operating expenses of the Asset Allocation Funds not listed above.

(4) Fees and expenses of Acquired Funds represent the pro rata expense indirectly incurred by the Funds as a result of investing in the Timothy Plan Traditional Funds that have their own expenses. The fees and expenses are not used to calculate the Funds’ net asset values and do not correlate to the ratio of Expenses to Average Net Assets found in the Financial Highlights sections of this prospectus.

27 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

Example:

The following examples are intended to help you compare the cost of investing in the Asset Allocation Funds with the cost of investing in other mutual funds. The following tables set forth the estimated aggregate expenses of the Asset Allocation Funds, including expenses of the underlying Traditional Funds in which they invest, based upon the expense tables for the Asset Allocation Funds set out above. These estimates assume a constant allocation by each Asset Allocation Fund of its assets in the Traditional Funds as described in the “Basics About the Asset Allocation Funds” section. Actual expenses of the Asset Allocation Funds may be higher or lower than this example. For each share class offered, the Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and annual Fund operating expenses remain the same for each share class as set forth above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Funds	Time Period	Class A	Class C (with redemption)	Class C (without redemption)
Strategic Growth Fund	1 Year	797	436	335
	3 Years	1,308	1021	1021
	5 Years	1,845	1,731	1,731
	10 Years	3,304	3,613	3,613
Conservative Growth Fund	1 Year	795	435	334
	3 Years	1,301	1018	1018
	5 Years	1,832	1,726	1,726
	10 Years	3,277	3,604	3,604

The $9 fee that you would have to pay if you redeemed your shares by wire transfer is not included in these figures. A maximum sales charge of 5.50% for the Class A Shares of each Asset Allocation Fund is included in the expense calculations. The expenses shown above reflect estimated Total Annual Operating Expenses for the underlying Traditional Funds. See the footnotes to the “Annual Fund Operating Expenses” table for the Traditional Funds.

ADDITIONAL INFORMATION

Each Traditional and Asset Allocation Fund may, for temporary defensive purposes, invest up to 100% of its assets in money market instruments, including repurchase agreements. When a Fund takes a temporary defensive position, it will not be investing according to its investment objective, and at such times, the performance of the Fund will be different than if it had invested strictly according to its objectives. A discussion of the Trust’s policies for disclosing Fund portfolio holdings may be found in the statement of additional information (“SAI”) relating to the Funds, dated May 1, 2007.

In order to achieve its investment objective, each Asset Allocation Fund typically allocates its assets, within predetermined percentage ranges, among certain of the Traditional Funds. Even so, the Asset Allocation Funds may temporarily exceed one or more of the applicable percentage limits for short periods. The percentages reflect the extent to which each Asset Allocation Fund will normally invest in the particular market segment represented by each underlying Traditional Fund, and the varying degrees of potential investment risk and reward represented by each Asset Allocation Fund’s investments in those market segments and their corresponding Traditional Funds. The Funds’ adviser may alter these percentage ranges when it deems appropriate. The assets of each Asset Allocation Fund will be allocated among the Traditional Funds in accordance with its investment objective, the Funds’ adviser’s outlook for the economy and the financial markets, and the relative market valuations of the Traditional Funds.

At the time an Asset Allocation Fund invests in any commercial paper or repurchase agreements, the issuer must have outstanding debt rated “A” or higher by Moody’s or S&P; the issuer’s parent corporation, if any, must have outstanding commercial paper rated Prime-1 by Moody’s or A-1 by S&P; or, if no such ratings are available, the investment must be of comparable quality in the opinion of the Funds’ adviser.

INTEREST RATE RISK

To the extent that a Traditional Fund invests in fixed income securities, the Traditional Fund will be exposed to interest rate risk. When interest rates rise, bond prices fall; the higher the Traditional Fund’s duration (a calculation reflecting time risk, taking into account both the average maturity of the Traditional Fund’s portfolio and its average coupon return), the more sensitive the Traditional Fund is to interest rate risk.

CREDIT RISK

To the extent that a Traditional Fund invests in fixed income securities, the Traditional Fund will be exposed to credit risk. A Traditional Fund could lose money if any bonds it owns are downgraded in credit rating or go into default.

ADDITIONAL EXPENSE AND TAX IMPLICATIONS

Investing in the Asset Allocation Funds involve certain additional expenses and tax results that would not be present in a direct investment in the Traditional Funds. See “Dividends and Distributions” and “Federal Taxes” in this Prospectus.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 28

INVESTING IN THE FUNDS

DETERMINING SHARE PRICES

Shares of each Class of each Fund are offered at the public offering price for each Class. The public offering price is each class’s next calculated net asset value (“NAV”), plus the applicable sales charge, if any. NAV per share of each Class is calculated by adding the value of Fund investments, cash and other assets, subtracting liabilities of the Class, and then dividing the result by the number of shares of the Class outstanding. Each Fund generally determines the total value of each Class of its shares by using market prices for the securities comprising its portfolio. Securities for which quotations are not available and any other assets are valued at fair market value as determined in good faith by each Fund’s investment manager, in conformity with guidelines adopted by and subject to the review and supervision of the Board of Trustees. Each Fund’s per share NAV of each Class and public offering price is computed on all days on which the New York Stock Exchange (“NYSE”) is open for business, at the close of regular trading hours on the NYSE, currently 4:00 p.m. Eastern time. In the event that the NYSE closes early, the NAV will be determined as of the time of closing.

The Timothy Plan Money Market Fund will use the amortized cost method to compute its NAV. This means that securities purchased by the Fund are not marked to market. Instead, any premium paid or discount realized will be amortized or accrued over the life of the security and credited/debited daily against the total assets of the Fund. This also means that, under most circumstances, the Money Market Fund will not sell securities prior to maturity date except to satisfy redemption requests.

FAIR VALUE PRICING

The Board of Trustees has delegated to the Advisor and/or Sub-Advisors responsibility for determining the value of Fund portfolio securities under certain circumstances. Under such circumstances, the Advisor or Sub-Advisor will use its best efforts to arrive at the fair value of a security held by the Fund under all reasonably ascertainable facts and circumstances. The Advisor 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 Trust has adopted written policies and procedures to guide the Advisor and Sub-Advisors with respect to the circumstances under which, and the methods to be used, in fair valuing securities.

The Funds generally invest the vast majority of their assets in frequently traded exchange listed securities of domestic issuers with relatively liquid markets and calculate their NAV as of the time those exchanges close. The Funds typically do not invest in securities on foreign exchanges or in illiquid or restricted securities. Accordingly, there may be very limited circumstances under which any Fund would hold securities that would need to be fair value priced. Examples of when it would be likely that a Fund security would require fair value pricing include but are not limited to: if the exchange on which a portfolio security traded were to close early; if trading in a particular security were to be halted on an exchange and did not resume trading prior to calculation of NAV; if a significant event that materially affected the value of a security were to occur after the securities’ exchange had closed but before the Fund’s NAV had been calculated; and if a security that had a significant exposure to foreign operations was subject to a material event or occurrence in a foreign jurisdiction in which the company had significant operations, or in the event that the Fixed Income Fund were to invest in certain types of bonds that had limited marketability, such as “Church bonds”.

When a security is fair value priced, it means that the Advisor or Sub-Advisor is calculating the value of that security on a day and under circumstances where reliable pricing information from normal sources is not available or is otherwise limited. Accordingly, there is always the possibility that the Advisor’s or Sub-Advisor’s calculations concerning security value could be wrong, and as a result, the Fund’s NAV on that day could be higher or lower, depending on how the security was valued, than would otherwise be the case.

CHOOSING THE CLASS OF SHARES THAT IS BEST FOR YOU

Except for the Money Market Fund, which offers only No-Load Shares, each Fund offers you a choice of two different classes in which to invest. The main differences between each Class are sales charges and ongoing fees. Each Share Class in any Fund represents interests in the same portfolio of investments in that Fund. When deciding which Class of shares to purchase, you should consider your investment goals, present and future amounts you may invest in the Fund(s), and the length of time you intend to hold your shares. You should consider, given the length of time you may hold your shares, whether the ongoing expenses of Class C shares will be greater than the front-end sales charge of Class A shares, and to what extent such differences may be offset by the lower ongoing expense ratio on Class A shares.

CLASS A SHARES

Class A shares are offered at their public offering price, which is net asset value per Class A share plus the applicable sales charge. The sales charge varies, depending on which Fund you choose and how much you invest. There are no sales charges on reinvested distributions. For all Funds except the Fixed Income Fund, High Yield Bond Fund, and the Money Market Fund, the following sales charges⁽¹⁾ apply:

29 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

Amount Invested	As a % of Offering Price		As a % of Amount Invested		Dealer Concession as a Percentage of Offering Price
up to $50,000	5.50	%	5.82	%	5.00	%
$50,000 to 99,999	4.50	%	4.71	%	4.00	%
$100,000 to 249,999	3.50	%	3.63	%	3.00	%
$250,000 to 499,999	2.50	%	2.56	%	2.00	%
$500,000 to 999,999	1.50	%	1.52	%	1.00	%
$1,000,000 and up (2)	0.00	%	0.00	%	0.00	%

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 30

The following sales charges⁽¹⁾ apply to the Fixed Income Fund and High Yield Bond Fund:

Amount Invested	As a % of Offering Price		As a % of Amount Invested		Dealer Concession as a Percentage of Offering Price
up to $50,000	4.50	%	4.71	%	4.00	%
$50,000 to $ 99,999	3.75	%	3.90	%	3.25	%
$100,000 to $249,999	2.75	%	2.83	%	2.25	%
$250,000 to $499,999	2.00	%	2.04	%	1.50	%
$500,000 to $749,999	1.25	%	1.27	%	0.75	%
$750,000 to $999,999	1.00	%	1.01	%	0.50	%
$1,000,000 and up (3)	0.00	%	0.00	%	0.00	%

(1) There are no sales charges on exchanges of A class shares of a Timothy Plan Fund for Class A shares of any other Timothy Plan Fund. There are no sales charges for the Money Market Fund.

(2) The Trust’s Distributor, Timothy Partners, Ltd., will pay a finders fee of 1% of the proceeds invested to brokers that purchase shares of the Funds in amounts from $1 million to $2 million, 0.75% on the next $1 million, 0.50% on the next $2 million, and 0.25% on all mounts in excess of $5 million. In such cases, those purchases will be subject to a contingent deferred sales charge of 1% for 18 months after the date of purchase.

(3) The Trust’s Distributor, Timothy Partners, Ltd., will pay a finders fee of 0.50% of the proceeds invested to brokers that purchase shares of the Funds in amounts from $1 million to $4 million, and 0.25% on all mounts in excess of $4 million. In such cases, those purchases will be subject to a contingent deferred sales charge of 1% for 18 months after the date of purchase.

The Trust’s distributor will pay the appropriate dealer concession to those selected dealers who have entered into an agreement with the distributor to sell shares of the Funds. The dealer’s concession may be changed from time to time. The distributor may from time to time offer incentive compensation to dealers who sell shares of the Funds subject to sales charges, allowing such dealers to retain an additional portion of the sales load. A dealer who receives 90% or more of the sales load may be deemed to be an “underwriter” under the Securities Act of 1933, as amended.

Exemptions from sales charges

Class A shareholders who purchased their shares on or before September 22, 1997 are not subject to sales charges on future purchases of Class A shares of any Timothy Fund, including exchanges. Also, the Trust will waive sales charges on purchases of Class A Shares of any Timothy Fund by:

1. fee-based registered investment advisers for their clients,

2. broker/dealers with wrap fee accounts,

3. registered investment advisers, and registered representatives and employees of broker/dealers that are members of the Master Selling Group for their own accounts, or family members of their household,

4. trustees, directors, officers, agents, employees, and employee-related accounts of the Trust or any entity which provides services to the Timothy Plan pursuant to a written agreement for such services approved by the Board of Trustees of the Timothy Plan.

The Trust may also, in its sole discretion, waive sales charges on purchases of Class A Shares:

1. by churches for their own accounts,

2. by religious-based charitable organizations and foundations for themselves,

3. by for an organization’s retirement plan that places either (i) 200 or more participants or (ii) $300,000 or more of combined participant initial assets into the Funds. The Trust, in its sole discretion, may lower these minimums, and/or

4. by shareholders of Timothy Plan Funds who have liquidated shares and are repurchasing shares in any Timothy Plan Fund within 90 days of the liquidation; and/or

5. under circumstances in which the waiving of such charges are deemed by the Trust to be in the best interests of the Trust and its shareholders.

For purchasers that qualify for sales load waivers, Class A shares will be purchased at net asset value.

Reduced sales charges

You may qualify for a reduced sales charge by aggregating the higher of the original purchase or the most recent net asset values of all the load shares you and your related accounts previously purchased and currently hold in any Fund with the dollar amount of shares to be purchased. For example, if you and your related accounts already owned Class A or Class C shares in one or more of the Funds with aggregate purchases or current value of $950,000 at the close of business on the day your order to purchase is received, and you decided to purchase an additional $60,000 of Class A shares of any load Fund, there would be no sales charge on that purchase because with the additional purchase, you will have accumulated more than $1,000,000 in all load Funds of the Trust. Related accounts include and are limited to accounts established by or for you, your parents, in-laws, spouse, children, or grandchildren, including trust, beneficiary and grantor accounts. Related accounts also include participants in their individual employer-sponsored retirement programs. It may be necessary to notify the Fund of related accounts providing the account numbers of the related accounts, or the name of the retirement plan if applicable, to be certain you receive the appropriate break point discount.

31 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

Reinstatements

You may request reinstatement (the repurchase of Fund shares after having liquidated them earlier) within ninety days of the liquidation of Class A Fund shares. Reinstatements are at NAV up to the dollar amount liquidated. Reinstatement purchases are available for any Fund repurchased, except the Money Market Fund which is no-load, regardless of which Fund was liquidated.

Letter of intent

You can immediately qualify for a reduced or eliminated sales charge by signing a non-binding letter of intent stating your intention to buy an amount of shares in the Fund(s) during the next thirteen (13) months sufficient to qualify for the reduction or elimination. Your letter will not apply to purchases made more than 90 days prior to the letter. During the term of your letter of intent, the transfer agent will hold in escrow shares representing the highest applicable sales load for the Fund(s) in which you have purchased shares, each time you make a purchase. Any shares you redeem during that period will count against your commitment. If, by the end of your commitment term, you have purchased all the shares you committed to purchase, the escrowed shares will be released to you. If you have not purchased the full amount of your commitment, your escrowed shares will be redeemed in an amount equal to the sales charge that would apply if you had purchased the actual amount in your account(s) all at once. Any escrowed shares not needed to satisfy that charge would be released to you.

CLASS C SHARES

Class C Shares are sold at net asset value without an initial sales charge. This means that 100% of your initial investment is placed into shares of the Fund of your choice. However, Class C shares of the Traditional Funds pay an annual 12b-1 shareholder servicing fee of 0.25% of average daily net assets and an additional distribution fee of 0.75% per annum of average daily net assets. Class C shares of the Asset Allocation Funds pay an annual 12b-1 distribution fee of 0.75% of average daily net assets. Class C shares of the Asset Allocation Funds also indirectly incur an additional shareholder servicing fee of 0.25% per annum of average daily net assets resulting from the underlying Traditional Funds in which the Asset Allocation Funds invest.

In order to recover commissions paid to dealers on investments in Class C Shares, you will be charged a contingent deferred sales charge (“CDSC”) of 1.00% of the value of your redemption if you redeem your shares within thirteen months from the date of purchase. No CDSC is charged on reinvested dividends or capital gains, amounts purchased more than thirteen months prior to the redemption, increases in the value of the shares owned, on any redemption in an amount of ten percent (10%) or less of the initial purchase, or upon the event of the death of the shareholder (unless the account is held in joint name and the survivor liquidates the shares).

DISTRIBUTION FEES

The Trust has adopted distribution and shareholder servicing plans, pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), for each Class of Shares, of each Fund (the “Distribution Plans”). The Distribution Plans provide for fees to be deducted from the average net assets of the Funds in order to compensate TPL or others for expenses relating to the promotion and sale of shares of each Fund and the servicing of shareholder accounts.

Under the Class A Distribution Plan, the Class A shares of each Traditional Fund compensate TPL and others for distribution expenses at a maximum annual rate of 0.25% (of which, the full amount may be service fees), payable on a monthly basis, of each Fund’s average daily net assets attributable to Class A shares. Class A shares of the Asset Allocation Fund do not impose a service fee.

Under the Class C Distribution Plan, the Class C Shares of each Traditional Fund compensates TPL and others for distribution and service fees at an annual rate of 1.00% (0.25% of which is a service fee) payable on a monthly basis, of each Fund’s average daily net assets attributable to Class C shares. The Class C Shares of each Asset Allocation Fund assess a 0.75% distribution fee, but do not assess a 0.25% service fee since a 0.25% service fee is derived from the underlying Class A shares in which the Asset Allocation Funds invest. Amounts paid under the Class C Distribution Plan are paid to TPL and others to compensate them for services provided and expenses incurred in the distribution of Class C shares, including the paying of commissions for sales of Class C shares. The Class C Distribution Plan is designed to allow investors to purchase Class C shares without incurring a front-end sales load and to permit the distributor to compensate authorized dealers for selling such shares. Accordingly, the Class C Distribution Plan combined with the CDSC for Class C shares is to provide for the financing of the distribution of Class C shares.

Because 12b-1 fees are paid out of each Fund’s assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 32

OPENING AND ADDING TO YOUR ACCOUNT

You can invest directly in each Fund by mail, by wire transfer, or through broker-dealers or other financial organizations. Simply choose the one that is most convenient for you. You may also invest in the Fund through an automatic payment plan. Any questions you may have can be answered by calling 1-800-662-0201.

Payments for Fund shares must be in U.S. dollars, and in order to avoid fees and delays, should be drawn on a U.S. bank. Please remember that the Trust reserves the right to reject any purchase order for Fund shares. Timothy Plan accepts personal checks made payable to the Timothy Plan. Unless pre-authorized by the Fund at the Fund’s sole discretion, the Timothy Plan will not accept third party checks. The minimum initial investment amount for each Fund, in any Class of shares, is set forth below:

Type of Investment Account	Minimum Initial Purchase Amount		Minimum Subsequent Purchase Amount
Regular Accounts	$	1,000		None
Qualified Retirement Plans and Coverdell Education Accounts		None		None
Automatic Investment Accounts	$	50	$	50/month	*

* Waived for Coverdell and Qualified Retirement Plans.

TO OPEN AN ACCOUNT BY MAIL

To make your initial investment in a Fund, simply complete the Account Registration Form included with this Prospectus, make a check payable to the Fund of your choice, and mail the Form and check to:

c/o Unified Fund Services, Inc.

431 N. Pennsylvania Street

Indianapolis, IN 46202

To make subsequent purchases, simply make a check payable to the Fund of your choice and mail the check to the above-mentioned address. Be sure to note your account number on the check.

Your purchase order, if accompanied by payment, will be processed upon receipt by Unified Fund Services, Inc., the Fund’s transfer agent (the “Transfer Agent”). If the Transfer Agent receives your order and payment by the close of regular trading on the NYSE (currently 4:00 p.m. Eastern time), your shares will be purchased at the applicable Fund’s public offering price calculated at the close of regular trading on that day. Otherwise, your shares will be purchased at the public offering price determined as of the close of regular trading on the next business day. When you make your initial purchase of Fund shares, be sure to indicate which Class of shares you wish to purchase. If you do not select a share class, Class A shares will be purchased for you. For subsequent purchases, additional shares of your currently owned share class will be purchased unless you indicate otherwise on your purchase order.

PURCHASING SHARES BY WIRE TRANSFER

To make an initial purchase of shares by wire transfer, you need to take the following steps:

1. Fill out and mail or fax (610-935-3775) an Account Registration Form to the Transfer Agent

2. Call 1-800-662-0201 to inform us that a wire is being sent.

3. Obtain an account number from the Transfer Agent.

4. Ask your bank to wire funds to the account of:

US Bank
Cinti/Trust, ABA #	0420-0001-3
Credit:	The Timothy Plan
Account #:	130100788681
For further credit to:	(Your Name and Account #)

Include your name(s), address and taxpayer identification number or Social Security number on the wire transfer instructions. The wire should state that you are opening a new Fund account.

33 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

The Trust allows investors to fax an Account Registration Form to the Transfer Agent as a convenience for the investor. However, if you fax your Form to the Transfer Agent, you must also mail the original to the Transfer Agent for the Trust’s permanent files.

To make subsequent purchases by wire, ask your bank to wire funds using the instructions listed above, and be sure to include your account number on the wire transfer instructions.

If you purchase Fund shares by wire, you must complete and file an Account Registration Form with the Transfer Agent before any of the shares purchased can be redeemed. Either fill out and mail the Form included with this prospectus, or call the Transfer Agent and they will send you an application. You should contact your bank (which will need to be a commercial bank that is a member of the Federal Reserve System) for information on sending funds by wire, including any charges that your bank may make for these services.

PURCHASES THROUGH FINANCIAL SERVICE ORGANIZATIONS

You may purchase shares of the Funds through participating brokers, dealers, and other financial professionals. Simply call your investment professional to make your purchase. If you are a client of a securities broker or other financial organization, such organizations may charge a separate fee for administrative services in connection with investments in Fund shares and may impose account minimums and other requirements. These fees and requirements would be in addition to those imposed by the applicable Fund. If you are investing through a securities broker or other financial organization, please refer to its program materials for any additional special provisions or conditions that may be different from those described in this Prospectus (for example, some or all of the services and privileges described may not be available to you). Securities brokers and other financial organizations have the responsibility of transmitting purchase orders and funds, and of crediting their customers’ accounts following redemptions, in a timely manner in accordance with their customer agreements and this Prospectus.

PURCHASING SHARES BY AUTOMATIC INVESTMENT PLAN (excluding the Money Market Fund)

You may purchase shares of the Funds through an Automatic Investment Plan (the “AIP”) with the exception of the Money Market Fund. The AIP provides a convenient way for you to have money deducted directly from your checking, savings, or other accounts for investment in shares of the Fund. You can take advantage of the AIP by filling out the AIP application, included with this Prospectus. You may only select this option if you have an account maintained at a domestic financial institution which is an Automated Clearing House member for automatic withdrawals under the AIP. The Trust may alter, modify, amend or terminate the AIP at any time, and will notify you at least 30 days in advance if it does so. For more information, call the Transfer Agent at 1-800-662-0201.

RETIREMENT PLANS

Retirement plans may provide you with a method of investing for your retirement by allowing you to exclude from your taxable income, subject to certain limitations, the initial and subsequent investments in your plan and also allowing such investments to grow without the burden of current income tax until moneys are withdrawn from the plan. Contact your investment professional or call the Trust at 1-800 TIM-PLAN to receive information concerning your options.

OTHER PURCHASE INFORMATION

Federal regulations require that you provide a certified taxpayer identification number whenever you open or reopen an account. Congress has mandated that if any shareholder fails to provide and certify to the accuracy of the shareholder’s social security number or other taxpayer identification number, a company will be required to withhold a percentage, currently 31%, of all dividends, distributions and payments, including redemption proceeds, to such shareholder as a backup withholding procedure.

For economy and convenience, share certificates will not be issued.

The Timothy Plan wants you to be kept current regarding the status of your account in our Fund(s). To assist you, the following statements and reports will be sent to you:

Confirmation Statements	After every transaction that affects your account balance or your account registration.
Account Statements	Quarterly.
Financial Reports	Semi-annually — to reduce Fund expenses, only one copy of the Fund report will be mailed to each taxpayer identification number even if you have more than one account in the Fund. Unless requested to the contrary, the Annual and Semi-Annual Reports will be householded, which means that only one Report will be sent to an address in which multiple investors reside or declare as their address of record.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 34

Each Fund reserves the right to reject applications for shares under circumstances or in amounts considered disadvantageous to shareholders. At the discretion of the Fund, Applications may not be accepted unless they are accompanied by payment in U.S. funds. If required, Payment must be made by wire transfer, check, or money order drawn on a U.S. bank, savings & loan, or credit union. The custodian will charge a $20.00 fee against your account, in addition to any loss sustained by a Fund, for any payment check returned to the custodian for insufficient funds.

If you place an order for Fund shares through a securities broker, and you place your order in proper form before 4:00 p.m. East Coast time on any business day in accordance with their procedures, your purchase will be processed at the public offering price calculated at 4:00 p.m. on that day, if the securities broker then transmits your order to the Transfer Agent before the end of its business day (which is usually 5:00 p.m. East Coast time). The securities broker must send to the Transfer Agent immediately available funds in the amount of the purchase price within three business days for the order.

35 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

HOW TO SELL (REDEEM) YOUR SHARES

You may sell (redeem) your shares at any time. You may request the sale of your shares either by mail, by telephone or by wire.

BY MAIL

Redemption requests should be mailed via U.S. mail or overnight delivery to:

The Timothy Plan

c/o Unified Fund Services, Inc.

431 North Pennsylvania Street

Indianapolis, IN 46202

The selling price for No-Load and Class A shares being redeemed will be the applicable Fund’s per share net asset value next calculated after receipt of all required documents in “good order.” The selling price for Class C shares being redeemed will be the Fund’s per share net asset value next calculated after receipt of all required documents in “good order,” less any applicable CDSC. Payment of redemption proceeds will be made no later than the fifth business day after the valuation date unless otherwise expressly agreed by the parties at the time of the transaction.

“Good order” means that the request must include:

(1) Your account number.

(2) The number of shares to be sold (redeemed) or the dollar value of the amount to be redeemed.

(3) The signatures of all account owners exactly as they are registered on the account.

(4) Any required signature guarantees.

(5) Any supporting legal documentation that is required in the case of estates, trusts, corporations or partnerships and certain other types of accounts.

If you are not certain of the requirements for a redemption, please call customer service at 1-800-662-0201. Redemptions specifying a certain date or share price cannot be accepted and will be returned. You will be mailed the proceeds on or before the fifth business day following the redemption. However, payment for redemption made against shares purchased by check will be made only after the check has been collected, which normally may take up to fifteen calendar days. Also, when the New York Stock Exchange is closed (or when trading is restricted) for any reason other than its customary weekend or holiday closing, or under any emergency circumstances, as determined by the Securities and Exchange Commission, the Funds may suspend redemptions or postpone payment dates.

Pursuant to the Trust’s Agreement and Declaration of Trust, payment for shares redeemed may be made either in cash or in-kind, or partly in cash and partly in-kind. However, the Trust has elected, pursuant to Rule 18f-1 under the 1940 Act, to redeem its shares solely in cash up to the lesser of $250,000 or 1% of the net asset value of the Trust, during any 90-day period for any one shareholder. Payments in excess of this limit will also be made wholly in cash unless the Board of Trustees believes that economic conditions exist which would make such a practice detrimental to the best interests of the Trust. Any portfolio securities paid or distributed in-kind would be valued as described in the applicable prospectus. In the event that an in-kind distribution is made, a shareholder may incur additional expenses, such as the payment of brokerage commissions, on the sale or other disposition of the securities received from the Funds.

SIGNATURE GUARANTEES

A signature guarantee of each owner is required to redeem shares in the following situations, for all size transactions:

(i) if you change the ownership on your account;

(ii) when you want the redemption proceeds sent to a different address than is registered on the account;

(iii) if the proceeds are to be made payable to someone other than the account’s owner(s);

(iv) any redemption transmitted by federal wire transfer to your bank; and

(v) if a change of address request has been received by the Trust or the Transfer Agent within 30 days previous to the request for redemption.

(for joint accounts, all signatures must be guaranteed, if required as above)

In addition, signature guarantees are required for all redemptions of $25,000 or more from any Fund shareholder account. At the discretion of the Trust or Unified Fund Services, Inc., you may be required to furnish additional legal documents, or alternative assurances to insure proper authorization. A redemption will not be processed until the signature guarantee, if required, is received in “good order.”

Signature guarantees are designed to protect both you and the Trust from fraud. To obtain a signature guarantee, you should visit a bank, trust company, member of a national securities exchange or other broker-dealer, or other eligible guarantor institution. (Notaries public cannot provide signature guarantees.) Guarantees must be signed by an authorized person at one of these institutions, and be accompanied by the words “New Technology Medallion Signature Guarantee.” Please call customer service at 1-800-662-0201 if you have questions.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 36

BY TELEPHONE

You may redeem your shares in the Fund(s) by calling the Transfer Agent at 1-800-662-0201 if you elected to use telephone redemption on your account application when you initially purchased shares. Redemption proceeds must be transmitted directly to you or to your pre-designated account at a domestic bank.

Shares purchased by check for which a redemption request has been received will not be redeemed until the check or payment received for investment has cleared.

BY AUTOMATED CLEARING HOUSE (“ACH”)

You may request the redemption proceeds be transferred to your designated bank if it is a member bank or a correspondent of a member bank of the ACH system. There is no fee charged by the Trust. ACH redemption requests must be received by the Transfer Agent before 4:00 p.m. Eastern time to receive that day’s closing net assets value. ACH redemptions will be sent on the day following your redemption request. ACH redemption funds are normally available two days after the redemption has been processed.

TRADING RESTRICTIONS

For the protection of its shareholders, the Board of Trustees has adopted a policy prohibiting frequent purchases and sales of Fund shares. The Board extended the policy to be inclusive of all accounts including accounts transacted by registered investment advisors, broker/dealer representatives, transfer agents, third party administrators and insurance companies, and further includes omnibus accounts. The Fund will reject any transactions the Fund believes in good faith constitutes frequent trading, including market timing and late transactions, except that the Fund does not impose restrictions on exchanges from the High Yield Bond or Fixed Income Funds to any other Fund, nor does it restrict immediate sales of shares upon the event of the death or disability of the shareholder. For the purpose cited here, the Fund has determined that purchase and sale transactions in excess of three times per calendar quarter in a single or related accounts imply frequent trading, and shall result in the appropriate actions being taken which may include the restricting of the account and notification to the proper authorities.

Upon the discovery of trades transacted or an attempt to be transacted in violation of Rule 10b (Manipulative and Deceptive Contrivances), or Rule 22c-1 (Pricing), such activity shall be immediately reported to the appropriate regulatory agencies and authorities, and the Fund shall fully comply with such agencies during any ensuing investigation.

REDEMPTION AT THE OPTION OF THE TRUST

If the value of the shares in your account falls to less than $1,000 due to redemptions, the Trust may notify you that, unless your account is increased to $1,000 in value, it will redeem all your shares and close the account by paying you the redemption proceeds and any dividends and distributions declared and unpaid at the date of redemption. You will have sixty days after notice to bring the account up to $1,000 before any action is taken. This minimum balance requirement does not apply to Coverdell Savings Accounts, IRAs and other tax-sheltered investment accounts. This right of redemption shall not apply if the value of your account drops below $1,000 as the result of market action. The Trust reserves this right because of the expense to the Fund of maintaining very small accounts.

DIVIDENDS AND DISTRIBUTIONS

Dividends paid by each Fund are derived from its net investment income. Net investment income will be distributed at least annually. The Funds’ net investment income is made up of dividends received from the stocks it holds, as well as interest accrued and paid on any other obligations that might be held in the Fund’s portfolio.

Each Fund realizes capital gains when it sells a security for more than it paid for it. A Fund may make distributions of its net realized capital gains (after any reductions for capital loss carry forwards), generally, once a year.

Unless you elect to have your distributions paid in cash, your distributions will be reinvested in additional shares of the applicable Fund. You may change the manner in which your dividends are paid at any time by writing to The Timothy Plan, c/o Unified Fund Services, 431 N. Pennsylvania Street, Indianapolis, IN 46204.

Receiving distributions (whether reinvested or taken in cash) may be taxable events as ordinary income and capital gains (which may be taxable at different rates, depending on the length of time the Fund holds its assets). Any tax liabilities generated by receiving distributions are your responsibility.

37 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

THE INVESTMENT ADVISER

Timothy Partners, Ltd., 1055 Maitland Center Commons Blvd., Maitland, FL 32751, is a Florida limited partnership organized on December 6, 1993, and is registered with the Securities and Exchange Commission as an investment adviser. TPL supervises the investment of the assets of each Fund in accordance with the objectives, policies and restrictions of the Trust. TPL approves the portfolio of securities selected by the investment managers. To determine which securities are Excluded Securities, TPL conducts its own research and consults a number of Christian ministries on these issues. TPL retains the right to change the sources from whom it acquires its information, at its discretion. TPL has been the adviser to the Funds since their inceptions.

Covenant Funds, Inc., a Florida corporation (“CFI”), is the managing general partner of TPL. Arthur D. Ally is President, Chairman and Trustee of the Trust, as well as President and 75% shareholder of CFI. Mr. Ally had over eighteen years experience in the investment industry prior to founding TPL, having worked for Prudential Bache, Shearson Lehman Brothers and Investment Management & Research. Some or all of these firms may be utilized by an investment manager to execute portfolio trades for a Fund. Neither Mr. Ally nor any affiliated person of the Trust will receive any benefit from such transactions.

For its services, TPL is paid an annual fee equal to 0.85% on the Small Cap Value Fund, 0.85% on the Large/Mid Cap Value Fund, 0.85% on the Aggressive Growth Fund, 0.85% on the Large/Mid Cap Growth Fund, 1.00% on the International Fund, 0.60% on the Fixed Income Fund, 0.60% on the High Yield Bond Fund, 0.60% on the Money Market Fund, and 0.65% on each of the Strategic Growth Fund and the Conservative Growth Fund.

TPL, with the Trust’s consent, has engaged the services of the investment managers described below to provide day-to-day investment advisory services to certain of the Funds. TPL pays all fees charged by the investment managers for such services.

A discussion of the considerations employed by the Board of Trustees in their approval of TPL as Advisor to the Trust, and each sub-advisor as manager of the Funds in 2006 is available in the Funds’ annual report dated December 31, 2006, that provides financial information for the period January 1, 2006 through December 31, 2006. A discussion of the considerations employed by the Board of Trustees in their approval of TPL as Advisor to the Trust, and each sub-advisor as manager of the Funds in 2007 will be available in the Funds’ semi-annual report dated June 30, 2007.

The Statement of Additional Information for the Trust (“SAI”), dated May 1, 2007, contains additional information about the compensation paid to the portfolio managers, other accounts and account types managed by the Adviser, and ownership of Fund shares. The SAI is available upon request at no charge. To receive an SAI you may request one by calling the fund at 1-800-846-7526.

INVESTMENT MANAGERS

AGGRESSIVE GROWTH FUND

Provident Investment Counsel, Inc. (“Provident”), 300 North Lake Avenue, Penthouse Suite, Pasadena, CA 91103, serves as investment manager to the Aggressive Growth Fund under a written agreement with TPL. Provident selects the investments for the Fund’s portfolio, subject to the investment restrictions of the Trust and under the supervision of TPL.

Provident was founded in 1951 and as of December 31, 2006, managed assets in excess of $3.3 billion. Provident is a wholly owned subsidiary of Old Mutual plc. Provident is registered with the Securities and Exchange Commission as an investment adviser and the firm’s primary business is providing investment management services to institutions, corporations, religious organizations, foundations and endowments, and high net worth individuals.

Provident’s growth equity investment philosophy is based on the belief that, over the long term, a company’s earnings per share growth is the most significant determinant of long-term stock price appreciation. In light of this, Provident seeks out companies with catalysts for growth. Provident employs a team approach to portfolio management under the joint direction of John Yoon and Richard Campagna, portfolio managers, who are primarily responsible for the day-to-day investment of the Fund’s assets.

John Yoon – Senior Vice President Mr. Yoon holds an AB in Economics from Harvard University, and an MBA in Finance from UCLA. He is also a member of the Association for Investment Management and Research. Mr. Yoon entered the investment industry in 1989. Prior to joining Provident Investment Counsel, he served as a financial analyst and associate in corporate finance at Salomon Brothers, Inc.

Richard S. Campagna – Senior Vice President Mr. Campagna has been in the investment industry since 1989, and joined Provident Investment Counsel in 2005. He serves as a mid cap portfolio manager with generalist research responsibilities for mid cap growth stocks. Prior to joining Provident, he spent four years at Shaker Investments, LLC where he was a portfolio manager, managing director and head of research. Prior to that he held positions as a senior analyst with Manning &

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 38

Napier Advisors, Inc., a principal with McKinley Capital Partners, LTD., and a financial analyst with Morgan Stanley & Co. Inc. Mr. Campagna holds a BS degree from Duke University and an MBA from Harvard Graduate School of Business Administration. He is a Chartered Financial Analyst and a member of the CFA Institute.

The SAI contains additional information about the compensation paid to the portfolio managers and other accounts and account types managed by the Investment Manager.

INTERNATIONAL FUND

Eagle Global Advisors (“Eagle”), 5847 San Filipe, Suite 930, Houston, TX 77057 is the investment manager for the International Fund. Eagle was founded in 1996 and is owned by its employees. The senior members of the firm have worked together since 1992. Eagle has provided investment management services and advice in the international sector since its founding.

Eagle uses a team approach for the management of the International Fund, with each member of the team assuming responsibility for a geographic area of the globe, and specific market sectors within that geographic area. The senior and founding partners of the firm sit on the team responsible for the Fund’s management.

Mr. Edward Allen, III, PhD. a senior partner, is the chairman of the International Equity Committee, with a primary focus on the Asian community. He earned his undergraduate degree at Princeton, and a PhD in economics at the University of Chicago.

Mr. Thomas Hunt, III, CPA, a senior partner, sits on the International Equity Committee and focuses on the European markets, with an emphasis on health care, consumer non-durables and technology. Mr. Allen is a graduate of the University of Texas and the Harvard Business School where he earned his MBA.

Mr. Steven Russo, a graduate of the University of Texas and a recipient of an MBA from Rice University, is a senior partner at Eagle. Mr. Russo sits on the International Equity Committee where his geographic focus is the European markets with emphasis on the consumer services, capital goods, and transportation.

Mr. John Gualy is a partner and member of the International Equity Committee. Mr. Gualy’s research responsibilities are the emerging markets, focusing on telecommunications, utilities and energy. He graduated from the University of Texas (Austin) and received an MBA from Rice University.

Mr. Russo, Mr. Allen, Mr. Gualy and Mr. Hunt all sat on the team responsible for the development of the Eagle security ranking model. As of December 31, 2006, Eagle had $2.0 billion in assets under management.

The SAI contains additional information about the compensation paid to the portfolio managers, other accounts and account types managed by the Investment Manager.

LARGE/MID CAP GROWTH FUND

Rittenhouse Financial Services, Inc. (“Rittenhouse”), One Radnor Corporate Center, Radnor, PA 19087, serves as investment manager to the Large/Mid Cap Growth Fund under a written agreement with TPL. Rittenhouse selects the investments for the Fund’s portfolio, subject to the investment restrictions of the Trust and under the supervision of TPL.

Rittenhouse is a registered investment adviser and wholly-owned subsidiary of The John Nuveen Company. Established in 1979, Rittenhouse provides equity, fixed income and balanced portfolio management to corporations, hospitals, Taft-Hartley plans, public funds, endowments and foundations, and high-net-worth individuals.

As of December 31, 2006, Rittenhouse managed approximately $3.5billion in assets for programs such as Merrill Lynch, PaineWebber and Salomon Smith Barney and accounts such as the Society of the Holy Child Jesus (MD) and the United Food & Commercial Workers (OH). Rittenhouse is registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940.

Rittenhouse’s Investment Committee makes firm-wide investment recommendations, while the Institutional Group is responsible for managing institutional accounts. William L. Conrad, Managing Director, is responsible for the day-to-day investing of the Fund’s assets.

Mr. William L. Conrad, Managing Director/Institutional Group, joined Rittenhouse in 1991. He has over 20 years experience in the investment industry, is a member of the firm’s Investment Committee, and has a B.A. degree in Political Science/International Relations from Georgetown University in Washington, D.C.

39 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

The SAI contains additional information about the compensation paid to the portfolio managers, other accounts and account types managed by the Investment Manager.

LARGE/MID CAP VALUE FUND and SMALL CAP VALUE FUND

Westwood Management Corp (“Westwood”), 200 Crescent Ct., Suite 1200, Dallas, TX 75201 is responsible for the day-to-day activities of the Large Mid Cap Value and Small Cap Value Funds’ assets. Westwood Holdings Group, Inc., a public company listed on the New York Stock Exchange (“WHG”), is the parent company of Westwood. Susan Byrne founded Westwood and currently serves as the firm’s Chief Investment Officer. Ms. Byrne also serves as Chief Executive Officer and Chairman of the board of Directors of WHG. Ms. Byrne has been an investment professional for over 35 years, and is a member of the team that is responsible for the day-to-day recommendations regarding the investment of the Funds’ portfolios. Ms. Byrne entered the financial services industry in 1970 where she worked for major wire houses until 1978. From 1978 until she founded Westwood, Mrs. Byrne served Bankers Trust as a portfolio manager in the employee benefits department, and GAF Corp. as a portfolio manager and assistant treasurer. Westwood has offered investment advice and services to individuals, institutions, trusts, charities and regulated investment companies continuously since it was organized by Ms. Susan Byrne in 1982. Westwood was established in 1983 as a New York corporation and is registered with the Securities and Exchange Commission as an investment advisory firm under the Investment Advisers Act of 1940, as amended. As of December 31, 2006, Westwood managed approximately $5.5 billion in client assets.

Westwood utilizes a team of investment professionals who are responsible for the day-to-day recommendations regarding the investment of the Large/Mid Cap Fund’s portfolio. In addition to Ms. Byrne, team members include Ms. Kellie R. Stark, CFA, who has served Westwood as a Senior Vice President and Research Head since 2004, and as a Vice President from 1997 to 2004. Ms. Stark has more than 17 years of investment experience, and joined Westwood in 1992. Mr. Jay K. Singhania, CFA, has served Westwood as Vice President and Research Analyst since July 2004, after serving as an Assistant Vice President since joining the firm in March 2001. Mr. Singhania has more than 8 years of investment experience. Mr. Ragen Stienke, CFA has served as Assistant Vice President and Research Analyst for Westwood since joining the firm in 2005. Before joining Westwood, he worked at UBS Investment Bank as a software analyst in their research department from 2000 to 2003 and as a U.S. Equity Strategist from 2003 to 2005. Mr. Stienke has more than 10 years of investment experience.

On December 19, 2005, the shareholders of the Small Cap Value Fund approved Westwood Management Corp. as the investment manager of the Small Cap Value Fund, effective January 3, 2006. Westwood succeeded Awad Asset Management, which previously served as the Fund’s investment manager, from July, 1997 through December 31, 2005.

Westwood utilizes a team of investment professionals to manage the Small Cap Value portfolio clients’ assets. In addition to Ms. Susan Byrnes, the portfolio team members include: Scot Lawson, CFA, Vice President and Research Analyst; C.J. McDonald, CFA, Vice President and Research Group Head; Todd Williams, CFA, Vice President and Research Analyst; Lisa Dong, CFA, Vice President and Research Analyst; Mr. John Vandermosten, Assistant Vice President and Research Analyst; and Philip Robert, Assistant Vice President and Research Analyst. Each team member has a number of other Westwood professionals supporting their efforts. The members of the Westwood investment team average in excess of 14 years experience in the investment field.

The SAI contains additional information about the compensation paid to the portfolio managers, and other accounts and account types managed by the Investment Manager.

FIXED INCOME FUND, HIGH YIELD BOND FUND AND MONEY MARKET FUND

Barrow, Hanley, Mewhinney and Strauss (“BHMS”), 2200 Ross Avenue, 31^st Floor, Dallas, TX 75201, serves as investment manager to the Fixed Income, High Yield Bond, and Money Market Funds. BHMS was founded in 1979 as a registered investment advisor, and has provided investment advisory services to institutional and individual investors since that time. BHMS is a wholly owned subsidiary of Old Mutual Asset Managers, LLC, a subsidiary of Old Mutual plc, an international financial services group located in London, England.

Mr. John Williams, CFA, Chief Investment Officer of fixed securities for the firm, is the head of the team responsible for the day-to-day recommendations regarding the investment of the Funds’ portfolios. Immediately prior to joining the firm in 1983, Mr. Williams was an investment officer for Southland Life Insurance Company where he accepted employment after serving as a portfolio manager and securities analyst for InterFirst Bank Dallas. Mr. Williams joined BHMS as a principal, assuming the responsibility for launching the BHMS fixed income management department.

As of December 31, 2006, BHMS managed total assets of $65.5 billion.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 40

The SAI contains additional information about the compensation paid to the portfolio managers, and other accounts and account types managed by the Investment Manager.

A more comprehensive discussion of each manager’s activities may be found in the Statement of Additional Information (“SAI”) dated May 1, 2007. The SAI is available upon request at no charge. To receive an SAI you may request one by calling the fund at 1-800-846-7526.

PRINCIPAL UNDERWRITER

Timothy Partners Ltd. acts as principal underwriter for the Trust. The purpose of acting as an underwriter is to facilitate the notice filing of the Funds’ shares under state securities laws and to assist in the sale of shares. TPL also acts as Investment Adviser to the Trust. TPL is not compensated for serving as underwriter of the Trust.

FEDERAL TAXES

Each Fund intends to qualify and maintain its qualification as a “regulated investment company” under the Internal Revenue Code (the “Code”), meaning that to the extent a Fund’s earnings are passed on to shareholders as required by the Code, the Fund itself is not required to pay federal income taxes on the earnings. Accordingly, each Fund will pay dividends and make such distributions as are necessary to maintain its qualification as a regulated investment company under the Code.

Before you purchase shares of any Fund, you should consider the effect of both dividends and capital gain distributions that are expected to be declared or that have been declared but not yet paid. When the Fund makes these payments, its share price will be reduced by the amount of the payment, so that you will in effect have paid full price for the shares and then received a portion of your price back as a taxable dividend distribution.

The Funds’ distributions, whether received in cash or reinvested in additional shares of the Fund, may be subject to Federal income tax. The Trust will notify you annually as to the tax status of dividend and capital gains distributions paid by the Funds. Such dividends and capital gains may also be subject to state and local taxes.

Exchanges of Fund shares for shares of another Fund will be treated as a sale of the Fund’s shares, and any gain on the transaction may be subject to federal income tax. Because your state and local taxes may be different than the federal taxes described above, you should see your tax adviser regarding these taxes. The tax considerations described in this section do not apply to tax-deferred accounts or other non-taxable entities.

41 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

GENERAL INFORMATION

The Funds will not issue stock certificates evidencing shares. Instead, your account will be credited with the number of shares purchased, relieving you of responsibility for safekeeping of certificates and the need to deliver them upon redemption. Written confirmations are issued for all purchases of shares.

In reports, other communications to investors, or advertising material, the Funds may describe general economic and market conditions affecting their performance and may compare their performance with other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc. or similar nationally recognized rating services and financial publications that monitor mutual fund performance. The Funds may also, from time to time, compare their performance to one or more appropriate indices.

According to the law of Delaware under which the Trust is organized, and the Trust’s Agreement and Declaration of Trust and by-laws, the Trust is not required to hold an annual meeting of shareholders unless required to do so under the Investment Company Act of 1940. Accordingly, the Trust will not hold annual shareholder meetings unless required to do so under the Act. Shareholders do have the right to call a meeting of shareholders for the purpose of voting to remove directors. The Trust will render assistance to shareholders in connection with their efforts to arrange a shareholder meeting as required under Section 16(c) of the Investment Company Act of 1940, as amended.

The Board of Trustees of the Trust has approved Codes of Ethics (the “Code”) for the Funds, Investment Advisor, Sub-Advisors, and Principal Underwriter. These Codes govern the personal activities of persons who may have knowledge of the investment activities of the Funds, requires that they file regular reports concerning their personal securities transactions, and prohibits activities that might result in harm to the Funds. The Board is responsible for overseeing the implementation of the Codes. The Trust has filed copies of each Code with the Securities and Exchange Commission. Copies of the Codes of Ethics may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. The Codes are also available on the SEC’s EDGAR database at the SEC’s web site (www.sec.gov). Copies of this information can be obtained, after paying a duplicating fee, by electronic request (publicinvest@sec.gov), or by writing the SEC’s Public Reference Section, Washington, DC 20549-0102. The Board of Trustees has also approved anti-money laundering procedures which it believes are reasonably designed to detect and prevent attempts to utilize the Portfolios for illegal purposes. Day to day responsibility for the monitoring of such activities has been delegated to the Transfer Agent, subject to Board oversight and periodic independent audit.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 42

FINANCIAL HIGHLIGHTS

The table below sets forth financial data for one share of capital stock outstanding throughout each period presented.

The financial highlights table is intended to help you understand the Fund’s financial performance for the past 5 years (or, if shorter, the period of the Fund’s operations). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the years ended December 31, 2005 and 2006 has been audited by Cohen Fund Audit Services, Ltd. (f.k.a. Cohen McCurdy, Ltd.), whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request. The financial information for years prior to December 31, 2005 was audited by other auditors.

AGGRESSIVE GROWTH FUND - CLASS A SHARES

	year ended 12/31/06			year ended 12/31/05			year ended 12/31/04			year ended 12/31/03			year ended 12/31/02
Per Share Operating Performance:
Net Asset Value at Beginning of Year	$	7.38		$	6.95		$	6.34		$	4.56		$	6.61
Income from Investment Operations:
Net Investment Income (Loss)		(0.08	)		(0.09	)(A)		(0.07	)(A)		(0.06	)(A)		(0.05	)(A)
Net Realized and Unrealized Gain (Loss) on Investments		0.65			0.70			0.68			1.84			(2.00	)
Total from Investment Operations		0.57			0.61			0.61			1.78			(2.05	)
Less Distributions:
Dividends from Realized Gains		(0.91	)		(0.18	)		—			—			—
Dividends from Net Investment Income		—			—			—			—			—
Total Distributions		(0.91	)		(0.18	)		—			—			—
Net Asset Value at End of Year	$	7.04		$	7.38		$	6.95		$	6.34		$	4.56
Total Return (B)(C)		7.50	%		8.73	%		9.62	%		39.04	%		(31.01	)%
Ratios/Supplemental Data:
Net Assets, End of Year (in 000s)	$	23,187		$	18,403		$	16,453		$	9,920		$	4,878
Ratio of Expenses to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		1.59	%		1.59	%		1.66	%		1.85	%		2.64	%
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		1.60	%		1.60	%		1.60	%		1.60	%		1.60	%
Ratio of Net Investment Income (Loss) to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		(1.17	)%		(1.32	)%		(1.38	)%		(1.60	)%		(2.44	)%
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		(1.18	)%		(1.33	)%		(1.32	)%		(1.35	)%		(1.40	)%
Portfolio Turnover		96.39	%		102.63	%		102.46	%		119.33	%		134.34	%

(A) Per share amounts calculated using average shares method.

(B) Total return calculation does not reflect sales load.

(C) 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 or lower if certain expenses had not been reimbursed, waived or recouped.

49 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

FINANCIAL HIGHLIGHTS

The table below sets forth financial data for one share of capital stock outstanding throughout each period presented.

The financial highlights table is intended to help you understand the Fund’s financial performance for the past 5 years (or, if shorter, the period of the Fund’s operations). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the years ended December 31, 2005 and 2006 has been audited by Cohen Fund Audit Services, Ltd. (f.k.a. Cohen McCurdy, Ltd.), whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request. The financial information for years prior to December 31, 2005 was audited by other auditors.

AGGRESSIVE GROWTH FUND - CLASS C SHARES

	year ended 12/31/06			year ended 12/31/05			period ended 12/31/04(A)
Per Share Operating Performance:
Net Asset Value at Beginning of Year	$	7.11		$	6.75		$	6.24
Income from Investment Operations:
Net Investment Income (Loss)		(0.11	)		(0.14	)(B)		(0.06	)(B)
Net Realized and Unrealized Gain (Loss) on Investments		0.60			0.68			0.57
Total from Investment Operations		0.49			0.54			0.51
Less Distributions:
Dividends from Realized Gains		(0.91	)		(0.18	)		—
Dividends from Net Investment Income		—			—			—
Total Distributions		(0.91	)		(0.18	)		—
Net Asset Value at End of Period	$	6.69		$	7.11		$	6.75
Total Return (C)(D)		6.65	%		7.96	%		8.17	%(E)
Ratios/Supplemental Data:
Net Assets, End of Year (in 000s)	$	1,937		$	1,358		$	690
Ratio of Expenses to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		2.35	%		2.34	%		2.41	%(F)
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		2.35	%		2.35	%		2.35	%(F)
Ratio of Net Investment Income (Loss) to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		(1.94	)%		(2.07	)%		(2.13	)%(F)
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		(1.94	)%		(2.08	)%		(2.07	)%(F)
Portfolio Turnover		96.39	%		102.63	%		102.46	%

(A) For the period February 3, 2004 (Commencement of Operations) to December 31, 2004.

(B) Per share amounts calculated using average shares method.

(C) Total return calculation does not reflect redemption fee.

(D) 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 or lower if certain expenses had not been reimbursed, waived or recouped.

(E) For periods of less than one full year, total return is not annualized.

(F) Annualized.

44 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

FINANCIAL HIGHLIGHTS

The table below sets forth financial data for one share of capital stock outstanding throughout each period presented.

The financial highlights table is intended to help you understand the Fund’s financial performance for the past 5 years (or, if shorter, the period of the Fund’s operations). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the years ended December 31, 2005 and 2006 has been audited by Cohen Fund Audit Services, Ltd. (f.k.a. Cohen McCurdy, Ltd.), whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request. The financial information for years prior to December 31, 2005 was audited by other auditors.

LARGE / MID CAP GROWTH FUND - CLASS A SHARES

	year ended 12/31/06			year ended 12/31/05			year ended 12/31/04			year ended 12/31/03			year ended 12/31/02
Per Share Operating Performance:
Net Asset Value at Beginning of Year	$	6.92		$	6.69		$	6.17		$	5.14		$	7.28
Income from Investment Operations:
Net Investment Income (Loss)		(0.04	)		(0.05	)(A)		(0.05	)(A)		(0.05	)(A)		(0.04	)(A)
Net Realized and Unrealized Gain (Loss) on Investments		0.37			0.28			0.57			1.08			(2.10	)
Total from Investment Operations		0.33			0.23			0.52			1.03			(2.14	)
Net Asset Value at End of Year	$	7.25		$	6.92		$	6.69		$	6.17		$	5.14
Total Return (B)(C)		4.77	%		3.44	%		8.43	%		20.04	%		(29.40	)%
Ratios/Supplemental Data:
Net Assets, End of Year (in 000s)	$	65,510		$	53,901		$	36,869		$	23,407		$	13,044
Ratio of Expenses to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		1.52	%		1.60	%		1.55	%		1.62	%		1.80	%
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		1.53	%		1.60	%		1.60	%		1.60	%		1.60	%
Ratio of Net Investment Income (Loss) to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		(0.56	)%		(0.80	)%		(0.95	)%		(1.05	)%		(1.21	)%
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		(0.57	)%		(0.80	)%		(1.00	)%		(1.03	)%		(1.01	)%
Portfolio Turnover		60.46	%		38.61	%		60.25	%		53.43	%		52.28	%

(A) Per share amounts calculated using average shares method.

(B) Total return calculation does not reflect sales load.

(C) 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 or lower if certain expenses had not been reimbursed, waived or recouped.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 45

FINANCIAL HIGHLIGHTS

The table below sets forth financial data for one share of capital stock outstanding throughout each period presented.

The financial highlights table is intended to help you understand the Fund’s financial performance for the past 5 years (or, if shorter, the period of the Fund’s operations). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the years ended December 31, 2005 and 2006 has been audited by Cohen Fund Audit Services, Ltd. (f.k.a. Cohen McCurdy, Ltd.), whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request. The financial information for years prior to December 31, 2005 was audited by other auditors.

LARGE / MID CAP GROWTH FUND - CLASS C SHARES

	year ended 12/31/06			year ended 12/31/05			period ended 12/31/04 (A)
Per Share Operating Performance:
Net Asset Value at Beginning of Year	$	6.69		$	6.52		$	6.22
Income from Investment Operations:
Net Investment Income (Loss)		(0.07	)		(0.08	)(B)		(0.05	)(B)
Net Realized and Unrealized Gain (Loss) on Investments		0.33			0.25			0.35
Total from Investment Operations		0.26			0.17			0.30
Net Asset Value at End of Period	$	6.95		$	6.69		$	6.52
Total Return (C)(D)		3.89	%		2.61	%		4.82	%(E)
Ratios/Supplemental Data:
Net Assets, End of Year (in 000s)	$	2,222		$	1,496		$	967
Ratio of Expenses to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		2.27	%		2.35	%		2.30	%(F)
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		2.27	%		2.35	%		2.35	%(F)
Ratio of Net Investment Income (Loss) to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		(1.31	)%		(1.55	)%		(1.70	)%(F)
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		(1.31	)%		(1.55	)%		(1.75	)%(F)
Portfolio Turnover		60.46	%		38.61	%		60.25	%

(A) For the period February 3, 2004 (Commencement of Operations) to December 31, 2004.

(B) Per share amounts calculated using average shares method.

(C) Total return calculation does not reflect redemption fee.

(D) 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 or lower if certain expenses had not been reimbursed, waived or recouped.

(E) For periods of less than one full year, total return is not annualized.

(F) Annualized.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 46

FINANCIAL HIGHLIGHTS

The table below set forth financial data for one share of capital stock outstanding throughout each year presented.

The financial highlights table is intended to help you understand the Fund’s financial performance for the past 5 years (or, if shorter, the period of the Fund’s operations). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the years ended December 31, 2005 and 2006 has been audited by Cohen Fund Audit Services, Ltd. (f.k.a. Cohen McCurdy, Ltd.), whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request. The financial information for years prior to December 31, 2005 was audited by other auditors.

SMALL-CAP VALUE FUND - CLASS A SHARES

	year ended 12/31/06			year ended 12/31/05			year ended 12/31/04			year ended 12/31/03			year ended 12/31/02
Per Share Operating Performance:
Net Asset Value at Beginning of Year	$	15.27		$	15.59		$	15.45		$	11.13		$	13.79
Income from Investment Operations:
Net Investment Income (Loss)		0.22			0.01	(A)		(0.04	)(A)		(0.07	)(A)		(0.05	)(A)
Net Realized and Unrealized Gain (Loss) on Investments		2.77			(0.17	)		1.83			4.39			(2.60	)
Total from Investment Operations		2.99			(0.16	)		1.79			4.32			(2.65	)
Less Distributions:
Dividends from Realized Gains		(3.10	)		(0.16	)		(1.65	)		—			(0.01	)
Dividends from Net Investment Income		(0.22	)		—			—			—			—
Total Distributions		(3.32	)		(0.16	)		(1.65	)		—			(0.01	)
Net Asset Value at End of Year	$	14.94		$	15.27		$	15.59		$	15.45		$	11.13
Total Return (B)(C)		19.69	%		(1.01	)%		11.60	%		38.81	%		(19.25	)%
Ratios/Supplemental Data:
Net Assets, End of Year (in 000s)	$	66,097		$	49,008		$	42,542		$	34,185		$	22,603
Ratio of Expenses to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		1.52	%		1.56	%		1.48	%		1.71	%		1.75	%
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		1.52	%		1.56	%		1.48	%		1.71	%		1.75	%
Ratio of Net Investment Income (Loss) to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		1.39	%		0.05	%		(0.30	)%		(0.55	)%		(0.46	)%
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		1.39	%		0.05	%		(0.30	)%		(0.55	)%		(0.46	)%
Portfolio Turnover		148.02	%		44.24	%		57.59	%		47.99	%		66.95	%

(A) Per share amounts calculated using average shares method.

(B) Total return calculation does not reflect sales load.

(C) 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.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 68

FINANCIAL HIGHLIGHTS

The table below set forth financial data for one share of capital stock outstanding throughout each year presented.

The financial highlights table is intended to help you understand the Fund’s financial performance for the past 5 years (or, if shorter, the period of the Fund’s operations). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the years ended December 31, 2005 and 2006 has been audited by Cohen Fund Audit Services, Ltd. (f.k.a. Cohen McCurdy, Ltd.), whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request. The financial information for years prior to December 31, 2005 was audited by other auditors.

SMALL-CAP VALUE FUND - CLASS C SHARES

	year ended 12/31/06			year ended 12/31/05			period ended 12/31/04(A)
Per Share Operating Performance:
Net Asset Value at Beginning of Year	$	14.12		$	14.55		$	15.00
Income from Investment Operations:
Net Investment Income (Loss)		0.09			(0.10	)(B)		(0.05	)(B)
Net Realized and Unrealized Gain (Loss) on Investments		2.56			(0.17	)		1.25
Total from Investment Operations		2.65			(0.27	)		1.20
Less Distributions:
Dividends from Realized Gains		(3.10	)		(0.16	)		(1.65	)
Dividends from Net Investment Income		(0.09	)		—			—
Total Distributions		(3.19	)		(0.16	)		(1.65	)
Net Asset Value at End of Period	$	13.58		$	14.12		$	14.55
Total Return (C)(D)		18.80	%		(1.84	)%		8.02	%
Ratios/Supplemental Data:
Net Assets, End of Year (in 000s)	$	4,054		$	2,258		$	1,442	(E)
Ratio of Expenses to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		2.27	%		2.31	%		2.23	%(F)
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		2.27	%		2.31	%		2.23	%(F)
Ratio of Net Investment Income (Loss) to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		0.61	%		(0.70	)%		(1.05	)%(F)
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		0.61	%		(0.70	)%		(1.05	)%(F)
Portfolio Turnover		148.02	%		44.24	%		57.59	%

(A) For the period February 3, 2004 (Commencement of Operations) to December 31, 2004.

(B) Per share amounts calculated using average shares method.

(C) Total return calculation does not reflect redemption fee.

(D) 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.

(E) For periods of less than one full year, total return is not annualized.

(F) Annualized.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 48

FINANCIAL HIGHLIGHTS

The table below set forth financial data for one share of capital stock outstanding throughout each year presented.

The financial highlights table is intended to help you understand the Fund’s financial performance for the past 5 years (or, if shorter, the period of the Fund’s operations). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the years ended December 31, 2005 and 2006 has been audited by Cohen Fund Audit Services, Ltd. (f.k.a. Cohen McCurdy, Ltd.), whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request. The financial information for years prior to December 31, 2005 was audited by other auditors.

LARGE / MID-CAP VALUE FUND - CLASS A SHARES

	year ended 12/31/06			year ended 12/31/05			year ended 12/31/04			year ended 12/31/03			year ended 12/31/02
Per Share Operating Performance:
Net Asset Value at Beginning of Year	$	12.99		$	12.68		$	11.66		$	9.11		$	10.83
Income from Investment Operations:
Net Investment Income (Loss)		0.16			0.02	(A)		(0.01	)(A)		0.01	(A)		0.01	(A)
Net Realized and Unrealized Gain (Loss) on Investments		2.24			2.44			1.03			2.54			(1.73	)
Total from Investment Operations		2.40			2.46			1.02			2.55			(1.72	)
Less Distributions:
Dividends from Realized Gains		(0.90	)		(2.15	)		—			—			—
Dividends from Net Investment Income		(0.16	)		—	*		—			—			—
Distributions from Return of Capital		(0.02	)		—			—			—			—
Total Distributions		(1.08	)		(2.15	)		—			—			—
Net Asset Value at End of Year	$	14.31		$	12.99		$	12.68		$	11.66		$	9.11
Total Return (B)(C)		18.41	%		19.42	%		8.75	%		27.99	%		(15.88	)%
Ratios/Supplemental Data:
Net Assets, End of Year (in 000s)	$	84,203		$	51,753		$	43,120		$	29,374		$	17,856
Ratio of Expenses to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		1.51	%		1.55	%		1.52	%		1.64	%		1.76	%
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		1.51	%		1.55	%		1.52	%		1.64	%		1.76	%
Ratio of Net Investment Income (Loss) to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		1.20	%		0.15	%		(0.11	)%		0.10	%		0.11	%
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		1.20	%		0.15	%		(0.11	)%		0.10	%		0.11	%
Portfolio Turnover		52.16	%		129.22	%		29.09	%		39.44	%		36.79	%

* Distribution amounted to less than 0.01 per share

(A) Per share amounts calculated using average shares method.

(B) Total return calculation does not reflect sales load.

(C) 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.

49 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

FINANCIAL HIGHLIGHTS

The table below set forth financial data for one share of capital stock outstanding throughout each year presented.

The financial highlights table is intended to help you understand the Fund’s financial performance for the past 5 years (or, if shorter, the period of the Fund’s operations). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the years ended December 31, 2005 and 2006 has been audited by Cohen Fund Audit Services, Ltd. (f.k.a. Cohen McCurdy, Ltd.), whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request. The financial information for years prior to December 31, 2005 was audited by other auditors.

LARGE / MID-CAP VALUE FUND - CLASS C SHARES

	year ended 12/31/06			year ended 12/31/05			period ended 12/31/04(A)
Per Share Operating Performance:
Net Asset Value at Beginning of Year	$	12.12		$	12.04		$	11.05
Income from Investment Operations:
Net Investment Income (Loss)		0.07			(0.08	)(B)		(0.04	)(B)
Net Realized and Unrealized Gain (Loss) on Investments		2.08			2.31			1.03
Total from Investment Operations		2.15			2.23			0.99
Less Distributions:
Dividends from Realized Gains		(0.90	)		(2.15	)		—
Dividends from Net Investment Income		(0.07	)		—			—
Distributions from Return of Capital		(0.02	)		—			—
Total Distributions		(0.99	)		(2.15	)		—
Net Asset Value at End of Period	$	13.28		$	12.12		$	12.04
Total Return (C)(D)		17.63	%		18.53	%		8.96	%(E)
Ratios/Supplemental Data:
Net Assets, End of Year (in 000s)	$	6,353		$	2,774		$	1,174
Ratio of Expenses to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		2.25	%		2.30	%		2.27	%(F)
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		2.25	%		2.30	%		2.27	%(F)
Ratio of Net Investment Income (Loss) to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		0.53	%		(0.60	)%		(0.86	)%(F)
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		0.53	%		(0.60	)%		(0.86	)%(F)
Portfolio Turnover		52.16	%		129.22	%		29.09	%

(A) For the period February 3, 2004 (Commencement of Operations) to December 31, 2004.

(B) Per share amounts calculated using average shares method.

(C) Total return calculation does not reflect redemption fee.

(D) 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.

(E) For periods of less than one full year, total return is not annualized.

(F) Annualized.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 50

FINANCIAL HIGHLIGHTS

The table below set forth financial data for one share of capital stock outstanding throughout each year presented.

The financial highlights table is intended to help you understand the Fund’s financial performance for the past 5 years (or, if shorter, the period of the Fund’s operations). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the years ended December 31, 2005 and 2006 has been audited by Cohen Fund Audit Services, Ltd. (f.k.a. Cohen McCurdy, Ltd.), whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request. The financial information for years prior to December 31, 2005 was audited by other auditors.

FIXED INCOME FUND - CLASS A SHARES

	year ended 12/31/06			year ended 12/31/05			year ended 12/31/04			year ended 12/31/03			year ended 12/31/02
Per Share Operating Performance:
Net Asset Value at Beginning of Year	$	10.06		$	10.32		$	10.31		$	10.25		$	9.73
Income from Investment Operations:
Net Investment Income (Loss)		0.42			0.34	(A)		0.34	(A)		0.37	(A)		0.45	(A)
Net Realized and Unrealized Gain (Loss) on Investments		(0.12	)		(0.23	)		0.01			0.21			0.53
Total from Investment Operations		0.30			0.11			0.35			0.58			0.98
Less Distributions:
Dividends from Net Investment Income		(0.41	)		(0.34	)		(0.34	)		(0.37	)		(0.44	)
Dividends from Net Realized Gains		(0.01	)		(0.03	)		—			(0.15	)		(0.02	)
Total Distributions		(0.42	)		(0.37	)		(0.34	)		(0.52	)		(0.46	)
Net Asset Value at End of Year	$	9.94		$	10.06		$	10.32		$	10.31		$	10.25
Total Return (B)(C)		3.11	%		1.11	%		3.44	%		5.70	%		10.32	%
Ratios/Supplemental Data:
Net Assets, End of Year (in 000s)	$	39,023		$	29,402		$	23,131		$	16,313		$	10,374
Ratio of Expenses to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		1.32	%		1.31	%		1.31	%		1.43	%		1.74	%
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		1.35	%		1.35	%		1.35	%		1.35	%		1.35	%
Ratio of Net Investment Income (Loss) to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		4.42	%		3.33	%		3.49	%		3.61	%		4.49	%
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		4.39	%		3.29	%		3.45	%		3.69	%		4.88	%
Portfolio Turnover		76.28	%		39.46	%		35.95	%		62.06	%		18.10	%

(A) Per share amounts calculated using average shares method.

(B) Total return calculation does not reflect sales load.

(C) 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 or lower if certain expenses had not been reimbursed, waived or recouped.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 51

FINANCIAL HIGHLIGHTS

The table below set forth financial data for one share of capital stock outstanding throughout each year presented.

The financial highlights table is intended to help you understand the Fund’s financial performance for the past 5 years (or, if shorter, the period of the Fund’s operations). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the years ended December 31, 2005 and 2006 has been audited by Cohen Fund Audit Services, Ltd. (f.k.a. Cohen McCurdy, Ltd.), whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request. The financial information for years prior to December 31, 2005 was audited by other auditors.

FIXED INCOME FUND - CLASS C SHARES

	year ended 12/31/06			year ended 12/31/05			period ended 12/31/04(A)
Per Share Operating Performance:
Net Asset Value at Beginning of Year	$	9.78		$	10.04		$	10.15
Income from Investment Operations:
Net Investment Income (Loss)		0.33			0.25	(B)		0.26	(B)
Net Realized and Unrealized Gain (Loss) on Investments		(0.12	)		(0.20	)		(0.05	)
Total from Investment Operations		0.21			0.05			0.21
Less Distributions:
Dividends from Net Investment Income		(0.32	)		(0.28	)		(0.32	)
Dividends from Net Realized Gains		(0.01	)		(0.03	)		—
Total Distributions		(0.33	)		(0.31	)		(0.32	)
Net Asset Value at End of Period	$	9.66		$	9.78		$	10.04
Total Return (C)(D)		2.26	%		0.47	%		2.12	%(E)
Ratios/Supplemental Data:
Net Assets, End of Year (in 000s)	$	3,019		$	1,927		$	907
Ratio of Expenses to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		2.10	%		2.07	%		2.06	%(F)
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		2.10	%		2.10	%		2.10	%(F)
Ratio of Net Investment Income (Loss) to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		3.64	%		2.57	%		2.74	%(F)
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		3.64	%		2.54	%		2.70	%(F)
Portfolio Turnover		76.28	%		39.46	%		35.95	%

(A) For the period February 3, 2004 (Commencement of Operations) to December 31, 2004.

(B) Per share amounts calculated using average shares method.

(C) Total return calculation does not reflect redemption fee.

(D) 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 or lower if certain expenses had not been reimbursed, waived or recouped.

(E) For periods of less than one full year, total return is not annualized.

(F) Annualized.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 52

FINANCIAL HIGHLIGHTS

The table below set forth financial data for one share of capital stock outstanding throughout each year presented.

The financial highlights table is intended to help you understand the Fund’s financial performance for the past 5 years (or, if shorter, the period of the Fund’s operations). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the years ended December 31, 2005 and 2006 has been audited by Cohen Fund Audit Services, Ltd. (f.k.a. Cohen McCurdy, Ltd.), whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request. The financial information for years prior to December 31, 2005 was audited by other auditors.

MONEY MARKET FUND

	year ended 12/31/06			year ended 12/31/05			year ended 12/31/04			year ended 12/31/03			year ended 12/31/02
Per Share Operating Performance:
Net Asset Value at Beginning of Year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Income from Investment Operations:
Net Investment Income (Loss)		0.04			0.03	(A)		0.01	(A)		0.01	(A)		0.01	(A)
Total from Investment Operations		0.04			0.03			0.01			0.01			0.01
Less Distributions:
Dividends from Realized Gains		—			(0.00	)*		—			—			—
Dividends from Net Investment Income		(0.04	)		(0.03	)		(0.01	)		(0.01	)		(0.01	)
Total Distributions		(0.04	)		(0.03	)		(0.01	)		(0.01	)		(0.01	)
Net Asset Value at End of Year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return (B)		4.17	%		2.48	%		0.97	%		0.59	%		0.80	%
Ratios/Supplemental Data:
Net Assets, End of Year (in 000s)	$	19,813		$	5,195		$	3,698		$	3,554		$	3,544
Ratio of Expenses to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		1.21	%		1.13	%		1.20	%		1.40	%		1.85	%
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		0.85	%		0.66	%		0.25	%		0.48	%		0.85	%
Ratio of Net Investment Income (Loss) to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor		3.85	%		2.03	%		0.07	%		(0.36	)%		(0.22	)%
After Reimbursement and Waiver/Recoupment of Expenses by Advisor		4.21	%		2.50	%		1.02	%		0.56	%		0.78	%
* Amount Distributed less than 0.01 per share

(A) Per share amounts 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 lower if certain expenses had not been reimbursed or waived.

53 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

FINANCIAL HIGHLIGHTS

The table below set forth financial data for one share of capital stock outstanding throughout each year presented.

The financial highlights table is intended to help you understand the Fund’s financial performance for the past 5 years (or, if shorter, the period of the Fund’s operations). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the years ended December 31, 2005 and 2006 has been audited by Cohen Fund Audit Services, Ltd. (f.k.a. Cohen McCurdy, Ltd.), whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request. The financial information for years prior to December 31, 2005 was audited by other auditors.

STRATEGIC GROWTH FUND - CLASS A SHARES

	year ended 12/31/06			year ended 12/31/05			year ended 12/31/04			year ended 12/31/03			year ended 12/31/02
Per Share Operating Performance:
Net Asset Value at Beginning of Year	$	9.18		$	8.64		$	8.10		$	6.33		$	8.47
Income from Investment Operations:
Net Investment Income (Loss)		0.14			(0.10	)(A)		(0.05	)(A)		(0.07	)(A)		(0.07	)(A)
Net Realized and Unrealized Gain (Loss) on Investments		0.82			0.64			0.71			1.84			(2.07	)
Total from Investment Operations		0.96			0.54			0.66			1.77			(2.14	)
Less Distributions:
Dividends from Realized Gains		(0.40	)		—	*		(0.12	)		—			—
Dividends from Net Investment Income		(0.05	)		—			—			—			—
Total Distributions		(0.45	)		—			(0.12	)		—			—
Net Asset Value at End of Year	$	9.69		$	9.18		$	8.64		$	8.10		$	6.33
Total Return (B)(C)		10.41	%		6.25	%		8.09	%		27.96	%		(25.26	)%
Ratios/Supplemental Data:
Net Assets, End of Year (in 000s)	$	37,204		$	26,451		$	21,019		$	12,948		$	7,430
Ratio of Expenses to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor (D)		1.07	%		1.11	%		1.13	%		1.17	%		1.34	%
After Reimbursement and Waiver/Recoupment of Expenses by Advisor (D)		1.07	%		1.15	%		1.15	%		1.15	%		1.25	%
Ratio of Net Investment Income (Loss) to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor (D)(E)		1.49	%		(1.10	)%		(0.74	)%		(1.17	)%		(1.34	)%
After Reimbursement and Waiver/Recoupment of Expenses by Advisor (D)(E)		1.49	%		(1.14	)%		(0.76	)%		(1.15	)%		(1.25	)%
Portfolio Turnover		10.55	%		1.61	%		0.46	%		0.53	%		0.67	%

* Distributions amounted to less than 0.01 per share

(A) Per share amounts calculated using average shares method.

(B) Total return calculation does not reflect sales load.

(C) 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 or lower if certain expenses had not been reimbursed, waived or recouped.

(D) These ratios exclude the impact of expenses of the underlying security holdings as represented in the schedule of investments.

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

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 54

FINANCIAL HIGHLIGHTS

The table below set forth financial data for one share of capital stock outstanding throughout each year presented.

The financial highlights table is intended to help you understand the Fund’s financial performance for the past 5 years (or, if shorter, the period of the Fund’s operations). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the years ended December 31, 2005 and 2006 has been audited by Cohen Fund Audit Services, Ltd. (f.k.a. Cohen McCurdy, Ltd.), whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request. The financial information for years prior to December 31, 2005 was audited by other auditors.

STRATEGIC GROWTH FUND - CLASS C SHARES

	year ended 12/31/06			year ended 12/31/05			year ended 12/31/04
Per Share Operating Performance:
Net Asset Value at Beginning of Year	$	8.86		$	8.39		$	8.03
Income from Investment Operations:
Net Investment Income (Loss)		0.06			(0.16	)(B)		(0.05	)(B)
Net Realized and Unrealized Gain (Loss) on Investments		0.79			0.63			0.53
Total from Investment Operations		0.85			0.47			0.48
Less Distributions:
Dividends from Realized Gains		(0.40	)		—	*		(0.12	)
Dividends from Net Investment Income		—			—			—
Total Distributions		(0.40	)		—			(0.12	)
Net Asset Value at End of Period	$	9.31		$	8.86		$	8.39
Total Return (C)(D)		9.51	%		5.61	%		5.92	%(E)
Ratios/Supplemental Data:
Net Assets, End of Year (in 000s)	$	7,609		$	5,462		$	2,204
Ratio of Expenses to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor (G)		1.81	%		1.86	%		1.88	%(F)
After Reimbursement and Waiver/Recoupment of Expenses by Advisor (G)		1.81	%		1.90	%		1.90	%(F)
Ratio of Net Investment Income (Loss) to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor (G)(H)		0.76	%		(1.85	)%		(1.49	)%(F)
After Reimbursement and Waiver/Recoupment of Expenses by Advisor (G)(H)		0.76	%		(1.89	)%		(1.51	)%(F)
Portfolio Turnover		10.55	%		1.61	%		0.46	%

* Distributions amounted to less than 0.01 per share

(A) For the period February 3, 2004 (Commencment of Operations) to December 31, 2004.

(B) Per share amounts calculated using average shares method.

(C) Total return calculation does not reflect redemption fee.

(D) 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 or lower if certain expenses had not been reimbursed, waived or recouped.

(E) For periods of less than one full year, total return is not annualized.

(F) Annualized.

(G) These ratios exclude the impact of expenses of the underlying security holdings as represented in the schedule of investments.

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

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 55

FINANCIAL HIGHLIGHTS

The table below set forth financial data for one share of capital stock outstanding throughout each year presented.

The financial highlights table is intended to help you understand the Fund’s financial performance for the past 5 years (or, if shorter, the period of the Fund’s operations). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the years ended December 31, 2005 and 2006 has been audited by Cohen Fund Audit Services, Ltd. (f.k.a. Cohen McCurdy, Ltd.), whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request. The financial information for years prior to December 31, 2005 was audited by other auditors.

CONSERVATIVE GROWTH FUND - CLASS A SHARES

	year ended 12/31/06			year ended 12/31/05			year ended 12/31/04			year ended 12/31/03			year ended 12/31/02
Per Share Operating Performance:
Net Asset Value at Beginning of Year	$	10.83		$	10.26		$	9.85		$	8.20		$	9.43
Income from Investment Operations:
Net Investment Income (Loss)		0.32			(0.01	)(A)		0.02	(A)		—	(A)		0.02	(A)
Net Realized and Unrealized Gain (Loss) on Investments		0.75			0.58			0.61			1.66			(1.25	)
Total from Investment Operations		1.07			0.57			0.63			1.66			(1.23	)
Less Distributions:
Dividends from Realized Gains		(0.58	)		—			(0.19	)		(0.01	)		—
Dividends from Net Investment Income		(0.22	)		—			—			—			—	*
Distributions from Return of Capital		—			—			(0.03	)		—			—
Total Distributions		(0.80	)		—			(0.22	)		(0.01	)		—
Net Asset Value at End of Year	$	11.10		$	10.83		$	10.26		$	9.85		$	8.20
Total Return (B)(C)		9.86	%		5.56	%		6.41	%		20.22	%		(13.03	)%
Ratios/Supplemental Data:
Net Assets, End of Year (in 000s)	$	33,189		$	27,765		$	23,241		$	15,765		$	9,573
Ratio of Expenses to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor (D)		1.08	%		1.13	%		1.14	%		1.18	%		1.38	%
After Reimbursement and Waiver/Recoupment of Expenses by Advisor (D)		1.09	%		1.15	%		1.15	%		1.15	%		1.20	%
Ratio of Net Investment Income (Loss) to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor (D)(E)		2.98	%		(0.11	)%		0.27	%		0.02	%		0.06	%
After Reimbursement and Waiver/Recoupment of Expenses by Advisor (D)(E)		2.97	%		(0.13	)%		0.26	%		0.05	%		0.24	%
Portfolio Turnover		6.12	%		3.61	%		0.00	%		2.51	%		0.00	%

* Distributions amounted to less than 0.01 per share

(A) Per share amounts calculated using average shares method.

(B) Total return calculation does not reflect sales load.

(C) 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 or lower if certain expenses had not been reimbursed, waived or recouped.

(D) These ratios exclude the impact of expenses of the underlying security holdings as represented in the schedule of investments.

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

56 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

FINANCIAL HIGHLIGHTS

The table below set forth financial data for one share of capital stock outstanding throughout each year presented.

The financial highlights table is intended to help you understand the Fund’s financial performance for the past 5 years (or, if shorter, the period of the Fund’s operations). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the years ended December 31, 2005 and 2006 has been audited by Cohen Fund Audit Services, Ltd. (f.k.a. Cohen McCurdy, Ltd.), whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request. The financial information for years prior to December 31, 2005 was audited by other auditors.

CONSERVATIVE GROWTH FUND - CLASS C SHARES

	year ended 12/31/06			year ended 12/31/05			period ended 12/31/04(A)
Per Share Operating Performance:
Net Asset Value at Beginning of Year	$	10.44		$	9.97		$	9.69
Income from Investment Operations:
Net Investment Income (Loss)		0.23			(0.09	)(B)		(0.02	)(B)
Net Realized and Unrealized Gain (Loss) on Investments		0.73			0.56			0.49
Total from Investment Operations		0.96			0.47			0.47
Less Distributions:
Dividends from Realized Gains		(0.58	)		—			(0.19	)
Dividends from Net Investment Income		(0.14	)		—			—
Total Distributions		(0.72	)		—			(0.19	)
Net Asset Value at End of Period	$	10.68		$	10.44		$	9.97
Total Return (C)(D)		9.16	%		4.71	%		4.84	%(E)
Ratios/Supplemental Data:
Net Assets, End of Year (in 000s)	$	5,833		$	4,361		$	2,638
Ratio of Expenses to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor (G)		1.84	%		1.88	%		1.89	%(F)
After Reimbursement and Waiver/Recoupment of Expenses by Advisor (G)		1.84	%		1.90	%		1.90	%(F)
Ratio of Net Investment Income (Loss) to Average Net Assets:
Before Reimbursement and Waiver/Recoupment of Expenses by Advisor (G)(H)		2.36	%		(0.86	)%		(0.48	)%(F)
After Reimbursement and Waiver/Recoupment of Expenses by Advisor (G)(H)		2.36	%		(0.88	)%		(0.49	)%(F)
Portfolio Turnover		6.12	%		3.61	%		0.00	%

(A) For the period February 3, 2004 (Commencment of Operations) to December 31, 2004.

(B) Per share amounts calculated using average shares method.

(C) Total return calculation does not reflect redemption fee.

(D) 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 or lower if certain expenses had not been reimbursed, waived or recouped.

(E) For periods of less than one full year, total return is not annualized.

(F) Annualized.

(G) These ratios exclude the impact of expenses of the underlying security holdings as represented in the schedule of investments.

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

57 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

PRIVACY POLICY

The following is a description of the Funds’ policies regarding disclosure of nonpublic personal information that you provide to the Funds or that the Funds collect from other sources. In the event that you hold shares of a Fund through a broker-dealer or other financial intermediary, the privacy policy of your financial intermediary would govern how your nonpublic personal information would be shared with nonaffiliated third parties.

Categories of Information the Funds Collect.

The Funds collect the following nonpublic personal information about you:

• Information the Funds receive from you on or in applications or other forms, correspondence, or conversations (such as your name, address, phone number, social security number, assets, income and date of birth); and

• Information about your transactions with the Funds, their affiliates, or others (such as your account number and balance, payment history, parties to transactions, cost basis information, and other financial information).

Categories of Information the Funds Disclose.

The Funds do not disclose any nonpublic personal information about their current or former shareholders to unaffiliated third parties, except as required or permitted by law. The Funds are permitted by law to disclose all of the information they collect, as described above, to their service providers (such as the Funds’ custodian, administrator and transfer agent) to process your transactions and otherwise provide services to you.

Confidentiality and Security.

The Funds restrict access to your nonpublic personal information to those persons who require such information to provide products or services to you. The Funds maintain physical, electronic, and procedural safeguards that comply with federal standards to guard your nonpublic personal information.

CUSTOMER IDENTIFICATION PROGRAM

The Board of Directors of the Trust has approved procedures designed to prevent and detect attempts to launder money as required under the USA PATRIOT Act. The day-to-day responsibility for monitoring and reporting any such activities has been delegated to the transfer agent, subject to the oversight and supervision of the Board.

FOR MORE INFORMATION

Additional information about the Funds is available in the Trust’s annual report to shareholders, dated December 31, 2006, and its semi-annual report to shareholders, dated June 30, 2006. In addition to other information, in the Fund’s Annual Report you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.

Statement of Additional Information (SAI)

The SAI contains more detailed information on all aspects of the Trust. A current SAI, dated May 1, 2007, has been filed with the SEC and is incorporated by reference into this prospectus.

To request a free copy of the SAI, or the Trust’s latest annual or semi-annual report, or for other information or inquiries, please contact the Trust.

	Timothy Plan*	Securities and Exchange Commission
By Phone:	1-800-846-7526	1-202-942-8090
By Mail:	The Timothy Plan c/o Timothy Partners, Ltd. 1055 Maitland Center Commons Maitland, FL 32751	Public Reference Section Securities and Exchange Commission Washington, D.C. 20549-0102 (a duplicating fee required)
By E-mail:	invest@timothyplan.com	Publicinvest@sec.gov (a duplicating fee required)
By Internet:	http://www.timothyplan.com	http://www.sec.gov
In Person:		Public Reference Room Securities and Exchange Commission, Washington, D.C.

* A copy of your requested document(s) will be mailed to you within three days of your request.

PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007 58

Information about the Funds (including the SAI) can also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information concerning the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-942-8090. Information about the Fund is also available on the SEC’s EDGAR database at the SEC’s web site (www.sec.gov). Copies of this information can be obtained, after paying a duplicating fee, by electronic request (publicinvest@sec.gov), or by writing the SEC’s Public Reference Section, Washington, DC 20549-0102.

The Timothy Plan

Investment Company Act No. 811-08228

59 PROSPECTUS FOR THE TIMOTHY PLAN FAMILY OF FUNDS May 1, 2007

(This page is not part of the prospectus.)

The following documents, which are not part of this prospectus,

are provided for your convenience.

Timothy Plan Logo

Timothy Plan Cover Art

SAI

Statement of Additional Information

May 01, 2007

Timothy Plan Family of Funds:

Aggressive Growth Fund

International Fund

Large/Mid-Cap Growth Fund

Small-Cap Value Fund

Large/Mid-Cap Value Fund

Fixed-Income Fund

High Yield Fund

Money Market Fund

Strategic Growth Fund

Conservative Growth Fund

Small-Cap Variable Series

Contents

4	The Timothy Plan
4	The Timothy Plan Investments
4	The Traditional Funds
4	Money Market Fund and the Small-Cap Variable Series
4	Common Stock
4	Preferred Stock
4	Convertible Securities
5	Warrants
5	American Depository Receipts
5	Portfolio Turnover
5	Disclosure of Portfolio Holdings
6	Investment Restrictions
7	Additional Considerations
8	Investment Adviser
9	Investment Managers
14	Proxy Voting Procedures
14	Principal Underwriter
14	Custodian
15	Accountants
15	Administrator
15	Allocation of Portfolio Brokerage
16	Code of Ethics
16	Purchase of Shares
16	Tax-Deferred Retirement Plans
17	Tax-Deferred Variable Annuity Series
17	Redemptions
17	Dealer Transaction Fees
18	Officers and Trustees of the Trust
22	Distribution Plans
23	Taxation
24	General Information
24	Audits and Reports
24	Miscellaneous
24	Holders of More Than 5% of Each Funds’ Shares
25	Performance
29	Comparisons and Advertisements
29	Financial Statements

Statement of

Additional Information

The Timothy Plan

A Delaware Business Trust and registered investment management company offering the following series:

Timothy Plan Aggressive Growth Fund

Timothy Plan International Fund

Timothy Plan Large/Mid-Cap Growth Fund

Timothy Plan Small-Cap Value Fund

Timothy Plan Large/Mid-Cap Value Fund

Timothy Plan Fixed-Income Fund

Timothy Plan High Yield Fund

Timothy Plan Money Market Fund

Timothy Plan Small-Cap Variable Series

AND

Timothy Plan Strategic Growth Fund

Timothy Plan Conservative Growth Fund

May 01, 2007

Distributed by:

Timothy Partners, Ltd.

1055 Maitland Commons Center Blvd.

Maitland, FL 32751

(800) 846-7526

This Statement of Additional Information (“SAI”) is not a prospectus. It is an additional disclosure document filed in addition to and supplementing the following prospectuses of The Timothy Plan (the “Trust:”): The Timothy Plan Aggressive Growth Fund, the Timothy Plan International Fund, the Timothy Plan Large/Mid-Cap Growth Fund, the Timothy Plan Small-Cap Value Fund, the Timothy Plan Large/Mid-Cap Value Fund, the Timothy Plan Fixed-Income Fund, the Timothy Plan High Yield Fund, the Timothy Plan Money Market Fund (collectively, the “Traditional Funds”), dated May 01, 2007; Prospectus of the Timothy Plan Strategic Growth Fund, and the Timothy Plan Conservative Growth Fund (collectively, the “Asset Allocation Funds, dated May 01, 2007; Prospectus of”). the Timothy Plan Strategic Growth Fund, and the Timothy Plan Conservative Growth Fund, limited to the states of New Hampshire and Oklahoma, and the District of Columbia, dated May 01, 2007; and Prospectus of the Timothy Plan Small-Cap Variable Series, dated May 01, 2007.

THE TIMOTHY PLAN (the “Trust”) is registered with the Securities and Exchange Commission as an open-end management investment company.

Traditional Funds (except the Money Market Fund) currently offer two classes of shares: Class A and Class C. The Timothy Plan Money Market Fund and the Timothy Plan Small-Cap Variable Series offer a single class of shares without any sales charges.

Each of the Asset Allocation Funds currently offers two classes of shares: Class A and Class C.

Copies of this SAI and/or the Prospectuses to which it relates may be obtained from the Trust without charge by writing the Trust at 1055 Maitland Commons Center Blvd., Maitland, FL 32751 or by calling the Trust at (800) 846-7526. Retain this SAI for future reference.

THE TIMOTHY PLAN

The Timothy Plan (“Trust”) was organized as a Delaware business trust on December 16, 1993, and is a mutual fund company of the type known as, and registered with the Securities and Exchange Commission as, an open-end management investment company. It is authorized to create an unlimited number of series of shares (each a “Fund”) and an unlimited number of share classes within each series. A mutual fund permits an investor to pool his or her assets with those of others in order to achieve economies of scale, take advantage of professional money managers and enjoy other advantages traditionally reserved for large investors. This SAI pertains to the following ten series of the Trust: the Timothy Plan Aggressive Growth Fund, the Timothy Plan International Fund, the Timothy Plan Large/Mid-Cap Growth Fund, the Timothy Plan Small-Cap Value Fund, the Timothy Plan Large/Mid-Cap Value Fund, the Timothy Plan Fixed-Income Fund, the Timothy Plan High Yield Fund, the Timothy Plan Money Market Fund, (collectively the “Traditional Funds”“) and the Timothy Plan Strategic Growth Fund, and the Timothy Plan Conservative Growth Fund (collectively, the “Asset Allocation Funds”“), and the Timothy Plan Small-Cap Variable Series. The Timothy Plan International and High Yield Funds are being offered for the first time via this SAI and the prospectus to which each Fund pertains. The shares of each series are fully paid and non-assessable. They are entitled to such dividends and distributions as may be paid with respect to the shares and shall be entitled to such sums on liquidation as shall be determined. Other than these rights, they have no preference as to conversion, exchange, dividends, retirement or other features and have no preemption rights. There are three Classes of shares currently offered by the Trust; Class A shares are offered with a front-end sales charge and ongoing service/distribution fees; Class C shares are offered with a contingent deferred sales charge that ends after the first year and ongoing service and distribution fees; No-Load shares are offered without sales charges or ongoing service/distribution fees (the Timothy Plan Money Market Fund and the Timothy Plan Small-Cap Variable Series only). The Trust previously has offered Class B shares to the public, which contain a contingent deferred sales charge that declines to zero over a period of years and are subject to an ongoing service/distribution fee. Sales of Class B shares to new shareholders were suspended by the Board of Trustees during their meeting on February 27, 2004, with the suspension effective May 01, 2004.

Shareholder meetings will not be held unless required by federal or state law.

THE TIMOTHY PLAN – INVESTMENTS

Each Fund seeks to achieve its objectives by making investments selected in accordance with that Fund’s investment restrictions and policies. Each Fund will vary its investment strategy as described in the applicable prospectus to achieve its objectives. This SAI contains further information concerning the techniques and operations of the Funds, the securities in which they will invest, and the policies they will follow.

THE TRADITIONAL FUNDS (except for the Money Market Fund and Small-Cap Variable Series) issue two classes of shares (Class A and Class C) that invest in the same portfolio of securities. Class A and Class C shares differ with respect to sales structure and 12b-1 Plan expenses.

THE MONEY MARKET FUND AND THE SMALL-CAP VARIABLE SERIES offer a single class of shares, the No-Load class.

Each Fund has its own investment objectives and policies, and each invests in its own portfolio of securities. Each Fund seeks to achieve its stated objectives by investing in securities issued by companies which, in the opinion of the Funds’ adviser, conduct business in accordance with the stated philosophy and principles of the Funds. The following information supplements the information provided in the prospectuses.

COMMON STOCK Common stock is defined as shares of a corporation that entitle the holder to a pro rata share of the profits of the corporation, if any, without a preference over any other shareholder or class of shareholders, including holders of the ‘corporation’s preferred stock and other senior equity. Common stock usually carries with it the right to vote, and frequently, an exclusive right to do so. Holders of common stock also have the right to participate in the remaining assets of the corporation after all other claims, including those of debt securities and preferred stock, are paid.

PREFERRED STOCK Generally, preferred stock receives dividends prior to distributions on common stock and usually has a priority of claim over common stockholders if the issuer of the stock is liquidated. Unlike common stock, preferred stock does not usually have voting rights; preferred stock, in some instances, is convertible into common stock. In order to be payable, dividends on preferred stock must be declared by the ‘issuer’s Board of Directors. Dividends on the typical preferred stock are cumulative, causing dividends to accrue even if not declared by the Board of Directors. There is, however, no assurance that dividends will be declared by the Board of Directors of issuers of the preferred stocks in which the Funds invest.

CONVERTIBLE SECURITIES Traditional convertible securities include corporate bonds, notes and preferred stocks that may be converted into or exchanged for common stock, and other securities that also provide an opportunity for equity participation. These securities are generally convertible either at a stated price or a stated rate (that is, for a specific number of shares of common stock or other security). As with other fixed income securities, the price of a convertible security to some extent varies inversely with interest rates. While providing a fixed income stream (generally higher in yield than the income derivable from a common stock but lower than that afforded by a non-convertible debt security), a convertible security also affords the investor an opportunity, through its conversion feature, to participate in the capital appreciation of the common stock into which it is

convertible. As the market price of the underlying common stock declines, convertible securities tend to trade increasingly on a yield basis and so may not experience market value declines to the same extent as the underlying common stock. When the market price of the underlying common stock increases, the price of a convertible security tends to rise as a reflection of the value of the underlying common stock. To obtain such a higher yield, the Funds may be required to pay for a convertible security an amount in excess of the value of the underlying common stock. Common stock acquired by a Fund upon conversion of a convertible security will generally be held for so long as the Funds’ adviser or the Fund’s investment manager anticipates such stock will provide the Fund with opportunities which are consistent with the Fund’s investment objectives and policies.

WARRANTS A warrant is an instrument issued by a corporation which gives the holder the right to subscribe to a specified amount of the ‘issuer’s capital stock at a set price for a specified period of time.

AMERICAN DEPOSITORY RECEIPTS (“ADRs”) ADRs are receipts typically issued by a U.S. bank or trust company which evidence ownership of underlying securities issued by a foreign corporation. The Funds may purchase ADRs whether they are “sponsored” or “unsponsored”. “Sponsored” ADRs are issued jointly by the issuer of the underlying security and a depository”. “Unsponsored” ADRs are issued without participation of the issuer of the deposited security. Holders of unsponsored ADRs generally bear all the costs of such facilities. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts in respect to the deposited securities. Therefore, there may not be a correlation between information concerning the issuer of the security and the market value of an unsponsored ADR. ADRs may result in a withholding tax by the foreign country of source which will have the effect of reducing the income distributable to shareholders. Because each Fund will not invest more than 50% of the value of its total assets in stock or securities issued by foreign corporations, it will be unable to pass through the foreign taxes that the Fund pays (or is deemed to pay) to shareholders under the Internal Revenue Code of 1986, as amended (the “Code”).

“HIGH YIELD” BONDS are public and private issue debt securities that are rated below investment grade (such as BB or lower by Standard & Poor’s Ratings Services and/or Ba or lower by Moody’s Investors Service, Inc.) or deemed to be below investment grade by the investment adviser. These types of securities are commonly referred to as “junk bonds”. Because these securities are below investment grade, they carry higher coupon rates and are subject to greater credit risk.

PORTFOLIO TURNOVER It is not the policy of any of the Funds to purchase or sell securities for short-term trading purposes, but the Funds may sell securities to recognize gains or avoid potential for loss. A Fund will, however, sell any portfolio security (without regard to the time it has been held) when the investment manager believes that market conditions, credit-worthiness factors or general economic conditions warrant such a step. The Asset Allocation Funds invest the majority of their assets in certain of the Traditional Funds, and are required to maintain certain investment ratios, which are adjusted at least quarterly. As a result, portfolio turnover for the Asset Allocation Funds could be substantial and could cause the Traditional Funds to also experience higher portfolio turnover. The portfolio turnover rates for each Fund for fiscal years ended December 31 of each period is set forth in the table below:

Fund	2004		2005		2006
Aggressive Growth Fund	102.46	%	102.63	%	96.39	%
International Fund	NA		NA		N/A
Large/Mid-Cap Growth Fund	60.25	%	38.61	%	60.46	%
Small-Cap Value Fund	57.59	%	44.24	%	148.02	%(1)
Large/Mid Cap Value Fund	29.09	%	129.22	%	52.16	%
High Yield Fund	NA		NA		N/A
Fixed-Income Fund	35.95	%	39.46	%	76.28	%
Money Market Fund	N/A		N/A		N/A
Strategic Growth Fund	0.46	%	1.61	%	10.55	%
Conservative Growth Fund	0.00	%	3.61	%	6.12
Small-Cap Variable Series	63.35	%	59.82	%	48.18	%

(1) Under a sub-advisory agreement dated January 1, 2006, Westwood Management Corporation assumed the responsibility for the day-to-day management of the Small Cap Value Fund. As part of Westwood’s strategy for management of the Fund, Westwood restructured the Fund’s portfolio, resulting in higher than average portfolio turnover. West wood does not anticipate incurring higher than average portfolio turnover going forward.

High portfolio turnover rates (annual rates in excess of 100%) involve additional transaction costs (such as brokerage commissions) which are borne by the Funds, and may result in adverse tax effects to Fund shareholders. (See “Dividends and Distributions” in the applicable prospectus.)

DISCLOSURE OF PORTFOLIO HOLDINGS. The following discussion sets forth the Trust’s policies and procedures with

respect to the disclosure of Fund portfolio holdings.

Fund Service Providers—Fund Accounting Agent, Independent Auditor, Compliance Consulting Firm and Custodian—The Trust has entered into arrangements with certain third party service providers for services that require these groups to have access to each Fund’s portfolio on a real time basis. For example, the Trust’s fund accounting agent is responsible for maintaining the accounting records of each Fund, which includes maintaining a current portfolio on behalf of each Fund. The Trust also undergoes an annual audit which requires the Trust’s independent auditor to review each Fund’s portfolio. In addition to the fund accounting agent, the Trust’s custodian also maintains an up-to-date list of each Fund’s holdings. The Trust’s Compliance Consulting Service must also have access to each Fund’s portfolio in order to verify compliance with the Federal Securities laws. Each of these parties is contractually and/or ethically prohibited from sharing any Fund’s portfolio with any third party unless specifically authorized by the Trust’s President, Secretary or Treasurer.

The Board of Trustees monitors the services provided by each of the listed service providers to ensure each is complying the contractual terms or expectation of the arrangement. If the Board of Trustees is unsatisfied with any of these service providers the Board may terminate them accordingly. Each of the entities discussed above has adopted a code of ethics which requires that any person associated with such entity (1) maintains the confidentiality of all Trust information obtained by such person, and (2) does not use such person’s knowledge of Trust activities for their own personal benefit. The Trust relies on the compliance departments of each entity to enforce its code.

Rating and Ranking Organizations—The Trust may from time to time provide its entire portfolio holdings of each Fund to various rating and ranking organizations, such as Morningstar, Inc., Lipper, Inc., Standard & Poor’s Ratings Group, Bloomberg L.P., and Thomson Financial Research. The Trust has obtained assurances form all such parties that any information provided to them will be held in confidence and that such information shall not be used for the personal benefit of the recipient.

The Trust’s management has determined that these groups provide investors with a valuable service and, therefore, are willing to provide them with portfolio information. You should be aware that the Trust does not pay them or receive any compensation from them for providing this information.

Disclosure to Other Parties—The Trust has adopted a policy of posting the portfolio holdings of each Fund on its web site not later than seven (7) calendar days after the end of each fiscal quarter. The Trust is also required under law to file a listing of the portfolio holdings of each Fund with the Securities and Exchange Commission on a quarterly basis. The Trust prohibits the disclosure of portfolio information to any third party other than those described above until and unless such information has been filed with the Commission or posted to the Trust’s web site, as discussed above. The Trust further prohibits any person affiliated with the Trust from entering into any ongoing arrangement with any person other than described above to receive portfolio holdings information relating to a Fund.

Review—The Board of Trustees reviews these policies not less than annually and receives periodic attestations from affiliated persons that these policies are being adhered to. The Trust’s President, Secretary and Treasurer are authorized, subject to Board review, to make exceptions to the above-described policies.

INVESTMENT RESTRICTIONS

In addition to those set forth in the current applicable prospectus, the Traditional Funds, and Small-Cap Variable Series have adopted the investment restrictions set forth below, which are fundamental policies of each Fund, and which cannot be changed without the approval of a majority of the outstanding voting securities of each Fund. As provided in the Investment Company Act of 1940, as amended (the “1940 Act”), a “vote of a majority of the outstanding voting securities” means the affirmative vote of the lesser of (i) more than 50% of the outstanding shares, or (ii) 67% or more of the shares present at a meeting if more than 50% of the outstanding shares are represented at the meeting in person or by proxy. These investment restrictions provide that each Traditional Fund and Small-Cap Variable Series will not:

1. issue senior securities;

2. engage in the underwriting of securities except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 (the “1933 Act”) in disposing of a portfolio security;

3. purchase or sell real estate or interests therein, although the Funds may each purchase debt instruments or securities of issuers which engage in real estate operations;

4. invest for the purpose of exercising control or management of another company;

5. purchase oil, gas or other mineral leases, rights or royalty contracts or exploration or development programs, except that the Funds may each invest in the debt instruments or securities of companies which invest in or sponsor such programs;

6. invest more than 25% of the value of the Fund’s total assets in one particular industry, except for temporary defensive purposes;

7. make purchases of securities on “margin,” or make short sales of securities, provided that each Fund may enter into

futures contracts and related options and make initial and variation margin deposits in connection therewith; and

8. invest in securities of any open-end investment company, except that each Fund may purchase securities of money market mutual funds, but such investments in money market mutual funds may be made only in accordance with the limitations imposed by the 1940 Act and the rules thereunder, as amended. But in no event may a Fund purchase more than 10% of the voting securities, or more than 10% of any class of securities, of another investment company. For purposes of this restriction, all outstanding fixed income securities of an issuer are considered a single class.

9. as to 75% of a Fund’s total assets, invest more than 5% of its assets in the securities of any one issuer. (This limitation does not apply to cash and cash items, or obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities).

10. purchase or sell commodities or commodity futures contracts, other than those related to stock indexes.

11. make loans of money or securities, except (i) by purchase of fixed income securities in which a Fund may invest consistent with its investment objective and policies; or (ii) by investment in repurchase agreements.

12. invest in securities of any company if any officer or trustee of the Funds or the Funds’ adviser owns more than 0.5% of the outstanding securities of such company and such officers and trustees, in the aggregate, own more than 5% of the outstanding securities of such company.

13. borrow money, except that each Fund may borrow from banks (i) for temporary or emergency purposes in an amount not exceeding the Fund’s assets or (ii) to meet redemption requests that might otherwise require the untimely disposition of portfolio securities, in an amount not to exceed 33% of the value of the Fund’s total assets (including the amount borrowed) at the time the borrowing is made; and whenever borrowings by a fund, including reverse repurchase agreements, exceed 5% of the value of a fund’s total assets, the Fund will not purchase any securities. Interest paid on borrowing will reduce net income.

14. pledge, mortgage hypothecate, or otherwise encumber its assets, except in an amount up to 33% of the value of its net assets, but only to secure borrowing for temporary or emergency purposes, such as to effect redemptions, or

15. purchase the securities of any issuer, if, as a result, more than 10% of the value of a Fund’s net assets would be invested in securities that are subject to legal or contractual restrictions on resale (“restricted securities”), in securities for which there is no readily available market quotations, or in repurchase agreements maturing in more than 7 days, if all such securities would constitute more than 10% of a Fund’s net assets.

So long as percentage restrictions are observed by a Fund at the time it purchases any security, changes in values of particular Fund assets or the assets of the Fund as a whole will not cause a violation of any of the foregoing restrictions.

The investment restrictions set forth below have been adopted by the Asset Allocation Funds as fundamental policies.

Each of the Asset Allocation Funds may not:

(1) purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (except this shall not prevent the Fund from purchasing or selling options or futures contracts or from investing in securities or other instruments backed by physical commodities);

(2) purchase or sell real estate including limited partnership interests, although it may purchase and sell securities of companies that deal in real estate and may purchase and sell securities that are secured by interests in real estate;

(3) make loans to any person, except loans of portfolio securities to the extent that no more than 33 1/3% of its total assets would be lent to other parties, but this limitation does not apply to purchases of debt securities or repurchase agreements;

(4) purchase more than 10% of any class of the outstanding voting securities of any issuer (except other investment companies as defined in the 1940 Act), and purchase securities of an issuer (except obligations of the U.S. government and its agencies and instrumentalities and securities of other investment companies as defined in the 1940 Act) if, as a result, with respect to 75% of its total assets, more than 5% of the Fund’s total assets, at market value, would be invested in the securities of such issuer.

(5) issue senior securities (as defined in the 1940 Act) except as permitted by rule, regulation or order of the Securities and Exchange Commission;

(6) borrow, except from banks for temporary or emergency (not leveraging) purposes including the meeting of redemption requests that might otherwise require the untimely disposition of securities in an aggregate amount not exceeding 30% of the value of the Fund’s total assets (including the amount borrowed) at the time the borrowing is made; and whenever borrowings by a Fund, including reverse repurchase agreements, exceed 5% of the value of a Fund’s total assets, the Fund will not purchase any securities;

(7) underwrite securities issued by others, except to the extent that the Fund may be considered an underwriter within the meaning of the 1933 Act in the disposition of restricted securities; and

(8) write or acquire options or interests in oil, gas or other mineral exploration or development programs.

ADDITIONAL CONSIDERATIONS FOR SHAREHOLDERS OF THE ASSET ALLOCATION FUNDS

An Asset Allocation Fund will not be able to offset gains realized by one Traditional Fund in which such Asset Allocation Fund invests against losses realized by another Fund in which such Asset Allocation Fund invests. An Asset Allocation Fund’s use of a fund-of-funds structure could therefore affect the amount, timing and character of distributions to shareholders.

Depending on an Asset Allocation Fund’s percentage ownership in an underlying Traditional Fund both before and after a redemption, an Asset Allocation Fund’s redemption of shares of such Traditional Fund may cause the Asset Allocation Fund to be treated as not receiving capital gain income on the amount by which the distribution exceeds the Asset Allocation Fund’s tax basis in the shares of the underlying Traditional Fund, but instead to be treated as receiving a dividend taxable as ordinary income on the full amounts of the distribution. This could cause shareholders of the Asset Allocation Fund to recognize higher amounts of ordinary income than if the shareholders had held the shares of the underlying Traditional Funds directly.

INVESTMENT ADVISER

The Trust has entered into advisory agreements with Timothy Partners, Ltd. (“TPL” or the “Adviser”), for the provision of investment advisory services on behalf of the Trust to each Fund (collectively referred to as the “Advisory Agreement”), subject to the supervision and direction of the Trust’s Board of Trustees. The latest continuance of the Advisory Agreement with Timothy Partners, Ltd. was approved by the Trustees, 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 23, 2007. More complete factors considered by the Trust’s Board of Trustees are available in the Trust’s annual report dated December 31, 2006.

Each investment advisory agreement may be renewed after its initial two year term only so long as such renewal and continuance are specifically approved at least annually by the Board of Trustees or by vote of a majority of the outstanding voting securities of the applicable Fund, and only if the terms of the renewal thereof have been approved by the vote of a majority of the Trustees of the Trust who are not parties thereto or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. Each investment advisory agreement will terminate automatically in the event of its assignment.

The table below sets forth the investment advisory fees payable to TPL for the last three years by each Fund.

Fund	2004	2005	2006
Aggressive Growth Fund IA Fees Payable to TPL Amount Reimbursed/(Recouped) by TPL	$126,665 (($8,098)	$158,317 $2023	$214,315 $3,.481
International Fund IA Fees Payable to TPL Amount Reimbursed/(Recouped) by TPL	NA NA	NA NA	NA NA
Large/Mid-Cap Growth Fund IA Fees Payable to TPL Amount Reimbursed/(Recouped) by TPL	$271,702 $17,009	$411,085 ($965)	$553,989 $5,902
Small-Cap Value Fund IA Fees Payable to TPL Amount Reimbursed/(Recouped) by TPL	$492,033 0	$539,455 0	$640,480 0
Large/Mid-Cap Value Fund IA Fees Payable to TPL Amount Reimbursed/(Recouped) by TPL	$353,446 0	$482,437 0	$695,781 0
Fixed-Income Fund IA Fees Payable to TPL Amount Reimbursed/(Recouped) by TPL	$144,879 $9,735	$181,172 $10,627	$232,843 $14,224
High Yield Fund IA Fees Payable to TPL Amount Reimbursed/(Recouped) by TPL	NA NA	NA NA	NA NA
Money Market Fund IA Fees Payable to TPL Amount Reimbursed/(Recouped) by TPL	$21,033 (33,178)	$27,715 ($21,956)	$35,913 ($21,997)
Strategic Growth Fund IA Fees Payable to TPL Amount Reimbursed/(Recouped) by TPL	$229,088 $7,465	$283,929 $16,066	$378,869 $1,924
Conservative Growth Fund IA Fees Payable to TPL Amount Reimbursed/(Recouped) by TPL	$213,655 $4,890	$266,998 $9673	$307,082 $7,081
Small-Cap Variable Series IA Fees Payable to TPL Amount Reimbursed/(Recouped) by TPL	$53,974 ($23,105)	$49,512 ($24,326)	$46,226 ($20,233)

INVESTMENT MANAGERS

BARROW, HANLEY, MEWHINNEY AND STRAUSS, INC.

Pursuant to an Investment Sub-Advisory Agreement between TPL, the Trust and Barrow, Hanley, Mewhinney and Strauss, Inc. (“BHMS”), dated July 01, 2004 (the “BHMS Sub-Advisory Agreement”), BHMS provides advice and assistance to TPL in the selection of appropriate investments for the Fixed-Income Fund, and the Money Market Fund, subject to the supervision and direction of the Funds’ Board of Trustees. As compensation for its services, with respect to the Fixed-Income Fund, BHMS receives from TPL an annual fee at a rate equal to 0.25% of the average net assets of the Fund. As compensation for its services with respect to the Money Market Fund, BHMS receives from TPL an annual fee at a rate equal to 0.08% of the average net assets of the Fund.

Effective May 1, 2007, the BHMS Sub-Advisory Agreement was amended to include investment sub-advisory services to the Timothy Plan High Yield Fund. As compensation for its services with respect to the High Yield Fund, BHMS receives from TPL an annual fee at a rate equal to 0.25% of the average net assets of the Fund.

The BHMS Sub-Advisory Agreement had an initial term of two years and may be renewed annually thereafter. On February 23, 2007 the Board met to consider, among other matters, retaining Barrow Hanley as sub-investment advisor for the Fixed Income Fund and Money Market Fund. A discussion of the Board’s considerations in renewing the agreement in 2006 is available in the Trust’s annual report dated December 31, 2006. A discussion of the Board’s considerations in renewing the agreement in 2007 is provided in the Trust’s semi-annual report, dated June 30, 2007.

BHMS employs a team concept in the management of the Timothy Plan Funds. Team members are assigned specific sector responsibilities but enjoy equal responsibilities in the investment process. The members have equal say in the actual management

under the guidance of John Williams who serves BHMS as the Chief Investment Officer for fixed income strategies. The other members of the team are David Hardin, Mark Luchsinger, J. Scott McDonald, and Deborah Petruzzelli.

Mr. Williams, who joined BHMS in 1983 is the senior member of the team, and has served as a portfolio manager for nineteen years at BHMS. In addition to serving as CIO for the fund, he also specializes as an analyst in the energy and utility industries.

David Hardin also has nineteen years as a portfolio manager. He joined BHMS in 1987, and currently serves the firm as the director of credit research specializing in the high yield sector, and manages the municipal portfolios.

J. Scott McDonald joined BHMS in 1995. He is a portfolio manager specializing in corporate and government bonds, and is an analyst of the finance sector, including banks and the sovereign sector. Mark Luchsinger joined BHMS in 1997, and currently specializes in investment grade and high yield corporate bond strategies, and is analyst for basic materials, consumer and technology industries.

Ms. Deborah Petruzzelli joined BHMS in 2003. She specializes in the mortgage-backed, asset-backed and structured product securities sectors. During her nineteen year financial services career she has served as a managing director and senior portfolio manager.

Other Information Relating to BHMS

The table below presents information relating to the persons responsible for managing Fund assets, the number and types of other accounts managed by such persons, and how such persons are compensated for managing such accounts. The information is current as of December 31, 2006.

	Number of Other Accounts Managed And Assets by Account Type			Number of Accounts and Assets for Which Advisory Fee is Performance-Based
Name of Portfolio Manager	Registered Investment Companies ($mils)	Other Pooled Investment Vehicles ($mils)	Other Accounts ($mils)	Registered Investment Companies ($mils)	Other Pooled Investment Vehicles ($mils)	Other Accounts ($mils)
John S. Williams	14 ($260.6)	1 ($71.0)	90 ($4.1bil)	N/A	N/A	1 ($631.6)
David R. Hardin	14 ($260.6)	1 ($71.0)	90 ($4.1bil)	N/A	N/A	1 ($631.6)
J. Scott McDonald	14 ($260.6)	1 ($71.0)	90 ($4.1bil)	N/A	N/A	1 ($631.6)
Mark C. Luchsinger	14 ($260.6)	1 ($71.0)	90 ($4.1bil)	N/A	N/A	1 ($631.6)
Deborah A. Petruzzelli	14 ($260.6)	1 ($71.0)	90 ($4.1bil)	N/A	N/A	1 ($631.6)

Team members can earn bonuses that can exceed their salary based on an evaluation of their contribution to the portfolio performance results and satisfaction of our clients. Generally, the performance bonus, if maximized, will be the largest component of compensation for team members.

WESTWOOD MANAGEMENT CORP

Pursuant to Investment Sub-Advisory Agreements between TPL, the Trust and Westwood Holdings Group, (“Westwood”) dated May 01, 2005, and January 03, 2006, Westwood provides advice and assistance to TPL in the selection of appropriate investments for the Large/Mid-Cap Value Fund and the Small Cap Value Fund respectively, subject to the supervision and direction of the Funds’ Board of Trustees. As compensation for its services, Westwood receives from TPL an annual fee at a rate equal to 0.42% of the first $10 million in assets of the Fund; 0.40% of the next $5 million in assets; 0.35% of the next $10 million in assets; and 0.25% of assets over $25 million.

On February 23, 2007 the Board met to consider, among other matters, retaining Westwood as sub-investment advisor for the Large/Mid-Cap Value Fund and the Small Cap Value Fund. A discussion of the Board’s considerations in renewing the agreement in 2006 is available in the Trust’s annual report dated December 31, 2006. A discussion of the Board’s considerations in renewing the agreement in 2007 is provided in the Trust’s semi-annual report, dated June 30, 2007.

Westwood utilizes the team management approach to portfolio management, with team members supporting each Westwood product and client. The team members share responsibilities equally and carry equal voting authority.

The five management team members that provide management services to the Large/Mid Cap Value Fund includes the founder and Chief Investment Officer of Westwood, Ms. Susan Byrne. She founded the company in 1982, and has served the firm continuously since then. Ms. Kellie Stark joined Westwood in 1991. In addition to serving on the investment team, she is Senior Vice President and Research Group Head.

Team member Mr. Christopher McDonald, Vice President and Research Group Head, became a member of the Westwood Group in 1993.

Mr. Jay Singharnia, a former Bank of America Equity Analyst, moved to Westwood in 2000. He serves in the capacities of Vice President and Research Analyst. Ragen Stienke, Asst. Vice President and Research Analyst, joined Westwood in 2003. He was an Investment Strategist with UBS (formerly Paine Webber) for several years prior to his move to Westwood.

Ms. Byrne and Mr. MacDonald also serve on the team managing the Small Cap Value Fund. The other Small Cap team members include the following: Mr. Scott Lawson, a former Bank of America Assistant Portfolio Manager, joined Westwood in the fall of 2003, bringing over 15 years of investment experience. He serves in the capacities of Vice President and Senior Research Analyst. Ms. Lisa Dong joined Westwood in December 2000. In addition to serving on the investment team, she is Vice President and Research Analyst. Mr. Todd Williams, Vice President and Research Analyst, joined Westwood in 2002. Mostly recently, he was a Portfolio Manager and analyst with AMR Investments, Inc. Mr. Philip Robert joined Westwood in 2005 as Assistant Vice President and Research Analyst. He comes to Westwood with 13 years of investment experience. Mr. John Vandermosten, Assistant Vice President and Research Analyst, joined Westwood in 2005. Prior to joining Westwood, he served in the U.S. Navy for 11 years and was an Investment Analyst with the Teacher Retirement System of Texas.

Westwood combines three elements to each member’s total compensation: base salary, cash bonus and restricted company stock. Base salary is reviewed on an annual basis and can be adjusted based on the employee’s performance. For Salary and Restricted Stock grants, Westwood utilizes a performance measurement process that incorporates both qualitative and quantitative measures. The results contribute to decisions for the cash bonus and restricted stock grants. Restricted stock is granted on an annual basis and carries a 4-year rolling vesting schedule. Westwood does not currently have any clients where portfolio manager compensation is based, either in whole or in part, on client investment portfolio performance.

Other Information Relating to Westwood

The table below presents information relating to the persons responsible for managing Fund assets, the number and types of other accounts managed by such persons, and how such persons are compensated for managing such accounts. The information is current as of December 31, 2006.

	Number of Other Accounts Managed And Assets by Account Type			Number of Accounts and Assets for Which Advisory Fee is Performance-Based
Name of Portfolio Manager	Registered Investment Companies ($mils)	Other Pooled Investment Vehicles ($mils)	Other Accounts ($mils)	Registered Investment Companies ($mils)	Other Pooled Investment Vehicles ($mils)	Other Accounts ($mils)
Susan M. Byrne1	11 ($1,010.2)	10 ($1,066.9)	65 ($3,082.3)	N/A	N/A	N/A
Kellie R. Stark	9 ($906.8)	6 ($950.0)	60 ($2,987.7)	N/A	N/A	N/A
Jay K. Singhania	3 ($142.6)	4 ($166.7)	10 ($864.9)	N/A	N/A	N/A
Ragen Stienke	3 ($142.6)	4 ($166.7)	7 ($173.7)	N/A	N/A	N/A
Christopher J. MacDonald	9 ($953.0)	8 ($856.7)	54 ($2,123.1)	N/A	N/A	N/A
Scott Lawson	8 ($856.0)	6 ($837.0)	56 ($2,123.3)	N/A	N/A	N/A
Todd L. Williams	4 ($195.2)	4 ($131.2)	6 ($66.4)	N/A	N/A	N/A
Lisa Dong	4 ($195.2)	4 ($131.2)	2 ($66.0)	N/A	N/A	N/A
Philip Robert	8 ($856.0)	8 ($856.7)	56 ($1,122.9)	N/A	N/A	N/A

RITTENHOUSE FINANCIAL SERVICES, INC.

Pursuant to an Investment Sub-Advisory Agreement between TPL, the Trust and Rittenhouse Financial Services, Inc. (“Rittenhouse”), dated October 2, 2000, Rittenhouse, a wholly-owned subsidiary of the John Nuveen Company, provides advice and assistance to TPL in the selection of appropriate investments for the Large/Mid-Cap Growth Fund, subject to the supervision and direction of the Funds’ Board of Trustees. As compensation for its services, Rittenhouse receives from TPL an annual fee at a rate equal to 0.35% of the first $50 million in assets of the Fund; and 0.25% of assets over $50 million.

On February 23, 2007 the Board met to consider, among other matters, retaining Rittenhouse as sub-investment advisor for the Large/Mid-Cap Growth Fund. A discussion of the Board’s considerations in renewing the agreement in 2006 is available in the Trust’s annual report dated December 31, 2006. A discussion of the Board’s considerations in renewing the agreement in 2007 is provided in the Trust’s semi-annual report, dated June 30, 2007.

Rittenhouse utilizes a team management approach for the Fund. The team is led by John Waterman, Chief Investment Officer at Rittenhouse. Jame Jolinger, Leonard McCandless, and William Conrad serve as portfolio managers for the team. Their management of the Fund employs strategies that are formulated on, and are in concert with input from both fundamental and quantitative research staff members. Messrs. Waterman, MCCandless, and Conrad have served the Fund since its inception. John Waterman, CFA, holds an MBA from Wharton. He joined Rittenhouse in 1993, after serving Howard Lawson & Co. as Sr. Vice President and Director of Advisor Services. Mr. Waterman assumed the responsibility as Chief Investment Officer for Rittenhouse in 2000. Leonard McCandless, CFA, joined Rittenhouse in 1989 as a Research and Investment team member. Mr. McCondless serves on the Rittenhouse Trust Company Board of Directors, and Rittenhouse Asset Management Company as a Vice President and Portfolio Manager. Mr. McCandless has devoted his career to the financial services industry. Willian Conrad, CFA, began as a registered representative with Rittenhouse Financial Securities in 1991. Mr. Conrad has served as Managing Director and Executive Committee member of Rittenhouse Asset Management since 1997. He moved to Rittnehouse from Oppenheimer Capital, LLP, where he served as an analyst and Vice President for seven years. James Jolinger, CFA, came to Rittenhouse in 2004 after serving Morgan Stanley Investment Management in various management capacities since 1994, and Oppenheimer Capital LLP for seven years prior to that. He joined Rittenhouse as a Managing Director and Portfolio Manager. Mr. Jollinger earned an MBA from Stern School of Business in 1992.

Rittenhouse Asset Management, Inc. hired Nancy M. Crouse as a Managing Director/Portfolio Manager in April 2005. She has 22 years experience, earned a BA in International Affairs from Lafayette College and an MBA in Finance from the University of Pittsburgh and is a CFA charterholder.

Other Information Relating to Rittenhouse

The table below presents information relating to the persons responsible for managing Fund assets, the number and types of other accounts managed by such persons, and how such persons are compensated for managing such accounts. The information is current as of December 31, 2006.

	Number of Other Accounts Managed And Assets by Account Type			Number of Accounts and Assets for Which Advisory Fee is Performance-Based
Name of Portfolio Manager	Registered Investment Companies ($mils)	Other Pooled Investment Vehicles ($mils)	Other Accounts ($mils)	Registered Investment Companies ($mils)	Other Pooled Investment Vehicles ($mils)	Other Accounts ($mils)
William L. Conrad	4 ($227)	8 ($92)	13,715 ($3,200)	N/A	N/A	N/A
Nancy M. Crouse	4 ($227)	8 ($92)	13,715 ($3,200)	N/A	N/A	N/A
James J. Jolinger	4 ($227)	8 ($92)	13,715 ($3,200)	N/A	N/A	N/A
Leonard H. McCandless	4 ($227)	8 ($92)	13,715 ($3,200)	N/A	N/A	N/A
Daniel C. Roarty	4 ($227)	8 ($92)	13,715 ($3,200)	N/A	N/A	N/A
John P. Waterman.	4 ($227)	8 ($92)	13,715 ($3,200)	N/A	N/A	N/A

Rittenhouse compensates team members by offering a combination package that includes a salary, bonuses and a benefits package. Bonuses are awarded based on a combination of qualitative and quantitative factors. Nuveen, Rittenhouse’s parent company, offers incentive and stock option programs, and deferred income programs.

PROVIDENT INVESTMENT COUNSEL

Pursuant to an Investment Sub-Advisory Agreement between TPL, the Trust and Provident Investment Counsel (“Provident”), dated October 2, 2000, Provident provides advice and assistance to TPL in the selection of appropriate investments for the Aggressive Growth Fund, subject to the supervision and direction of the Funds’ Board of Trustees. As compensation for its services, Provident receives from TPL an annual fee at a rate equal to 0.42% of the first $10 million in assets of the Fund; 0.40% of the next $5 million in assets; 0.35% of the next $10 million in assets; and 0.25% of assets over $25 million.

On February 23, 2007 the Board met to consider, among other matters, retaining Provident as sub-investment advisor for the Aggressive Growth Fund. A discussion of the Board’s considerations in renewing the agreement in 2006 is available in the Trust’s annual report dated December 31, 2006. A discussion of the Board’s considerations in renewing the agreement in 2007 is provided in the Trust’s semi-annual report, dated June 30, 2007.

The management organization employed by Provident for the Fund is a team management approach. The team is co-led by Mr. John Yoon and Mr. Richard Campagna. Mr. Yoon, Senior Vice President, has been a member of the financial services industry since 1987. He joined Provident in 1995, and has served as the Aggressive Growth co-manager since its inception. Richard S. Campagna joined PIC’s mid cap team in September 2005. He is a senior vice president and a mid cap portfolio manager with generalist research responsibilities for mid cap growth stocks. He has been in the investment industry since 1989. Mr. John Landreth joined Provident in 1993, and is a Senior Vice President. He entered the financial industry in 1990, and has also served as a member of the team since inception of the Fund. Ms. Lapham, a Managing Director at Provident, entered the financial industry in 1981, joined Provident in 1997, and has served the Aggressive Growth Fund since its inception.

Other Information Relating to Provident

The table below presents information relating to the persons responsible for managing Fund assets, the number and types of other accounts managed by such persons, and how such persons are compensated for managing such accounts. The information is current as of December 31, 2006.

	Number of Other Accounts Managed And Assets by Account Type			Number of Accounts and Assets for Which Advisory Fee is Performance-Based
Name of Portfolio Manager	Registered Investment Companies ($mils)	Other Pooled Investment Vehicles ($mils)	Other Accounts ($mils)	Registered Investment Companies ($mils)	Other Pooled Investment Vehicles ($mils)	Other Accounts ($mils)
Richard S. Campagna	7 ($303)	1 ($2)	11 ($453)	N/A	N/A	N/A
Evelyn D. Lapham	7 ($303)	1 ($2)	11 ($453)	N/A	N/A	N/A
John J. Yoon	7 ($303)	1 ($2)	11 ($453)	N/A	N/A	N/A

There are four distinct elements to Provident’s employee compensation system: salary, incentive bonus compensation, point-holder bonus, and long term incentive plan. Team members earn a salary based on objective evaluation of their contribution to the performance results achieved in our clients’ portfolios. Incentive bonuses are based solely on the investment performance of the client portfolio and each analyst relative to industry peers, on a short term and long term basis. Generally, the performance bonus, if maximized, will be the largest component of compensation for team members. Officers are eligible to receive point-holder status, similar to that of a partnership, which enables them to participate in the sharing of the net profits of the firm.

The Agreements may be renewed by the parties after their initial terms only so long as such renewal and continuance are specifically approved at least annually by the Board of Trustees or by vote of a majority of the outstanding voting securities of the applicable Fund, and only if the terms of renewal thereof have been approved by the vote of a majority of the Trustees of the Trust who are not parties thereto or interested persons of any such party, cast in person at the meeting called for the purpose of voting on such approval. The Sub-Investment Advisory Agreements will terminate automatically in the event of their assignment.

EAGLE GLOBAL ADVISORS, LLC

Pursuant to an Investment Sub-Advisory Agreement between TPL, the Trust and Eagle Global Advisors, LLC (“Eagle”), dated April 18, 2007, Eagle provides advice and assistance to TPL in the selection of appropriate investments for the International Equity Fund, subject to the supervision and direction of the Funds’ Board of Trustees. As compensation for its services, Eagle receives from TPL an annual fee at a rate equal to 0.60% of the first $100 million in assets of the Fund; and 0.50% of assets over $100 million.

On February 23, 2007 the Board met to consider, among other matters, retaining Eagle as sub-investment advisor for the International Fund. A discussion of the Board’s considerations in ratifying the agreement is provided in the Trust’s semi-annual report, dated June 30, 2007.

Eagle utilizes the team approach to portfolio management for the Timothy Plan Funds. Team members have specific regional and sector responsibilities but have an equal vote in the investment decision-making process. The team is led by Mr. Edward R. Allen, as Chairman of the International Equity Committee. The other members of the team are Thomas N. Hunt, Steven S. Russo and John Gualy. Each of the team members is a founding partner of the company and been with the firm since its inception in 1996.

Each team member is a partner and an equity owner of the firm. Compensation of Eagle partners has two primary components: (1) a base salary and (2) profit participation based on firm ownership. Compensation of Eagle Partners is reviewed primarily on an annual basis. Profit participations are typically paid, near or just after year end.

Eagle compensates its partners based primarily on the scale and complexity of their portfolio responsibilities. The performance of portfolio managers is evaluated primarily based on success in achieving portfolio objectives for managed funds and accounts. Eagle seeks to compensate partners commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. This is reflected in partners’ salaries. Salaries and profit participation are also influenced by the operating performance of Eagle. While the salaries of Eagle’s partners are comparatively fixed, profit participation may fluctuate substantially from year to year, based on changes in financial performance of the firm.

Other Information Relating to Eagle

The table below presents information relating to the persons responsible for managing Fund assets, the number and types of other accounts managed by such persons, and how such persons are compensated for managing such accounts. The information is current as of December 31, 2006.

	Registered Investment Companies			Other Pooled Investment Vehicles			Other Accounts			Registered Investment Companies			Other Pooled Investment Vehicles			Other Accounts
	Number of Accounts	Total Assets (mil)		Number of Accounts	Total Assets (mil)		Number of Accounts	Total Assets (mil)		Number of Accounts	Total assets		Number of Accounts	Total Assets		Number of Accounts	Total Assets
Edward R. Allen, III	4	$	318	1	$	28.7	749	$	1,155	0	$	0	0	$	0	0	$	0
Thomas N. Hunt, III	4	$	318	1	$	28.7	749	$	1,155	0	$	0	0	$	0	0	$	0
Steven S. Russo	1	$	0	1	$	28.7	749	$	1,155	0	$	0	0	$	0	0	$	0
John Gualy	1	$	0	1	$	28.7	749	$	1,155	0	$	0	0	$	0	0	$	0

The following table sets forth the fees paid to each sub-adviser by TPL for the fiscal years ended December 31 of each period set forth below.

Sub-Adviser	2004		2005		2006
Awad Asset Management*	$	194,288	$	226,706	$	25,730
Fox Asset Management, LLC**	$	138,546	$	39,168		0
Provident Investment Counsel	$	61,296	$	73,736	$	97,145
Rittenhouse Financial Advisers	$	111,877	$	138,577	$	219,909
Barrow, Hanley, Mewhinney & Strauss	$	32,250	$	79,062	$	100,010
Carr & Associates***	$	22,493		0		0
Westwood Asset Management L/M Value Fund		0	$	133,442	$	275,133
Westwood Asset Management Small Cap Value		0		0	$	189,287

* Under an agreement entered into in January 2006, Westwood assumed the responsibility replacing Awad Asset Management for the day-to-day management of the Small Cap Value Fund

** Under an agreement entered into in February 2005, Westwood assumed the responsibility replacing Fox Asset Management for the day-to-day management of the Large/Mid Cap Value Fund.

*** Under an agreement entered into in July 2004, Barrow Hanley Mewhinney & Strauss assumed the responsibility replacing Carr & Associates for the day-to-day management of the Fixed Income Fund and the Money Market Fund.

PROXY VOTING PROCEDURES

The Board of Trustees of the Trust has approved proxy voting procedures for the Trust. These procedures set forth guidelines and procedures for the voting of proxies relating to securities held by the Fund. Records of the Fund proxy voting records are maintained and are available for inspection. The Board is responsible for overseeing the implementation of the procedures. Copies of the proxy voting procedures have been filed with the Securities and Exchange Commission, which may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. The procedures are also available on the SEC’s EDGAR database at the SEC’s web site (www.sec.gov). Copies of the procedures can be obtained, after paying a duplicating fee, by electronic request (publicinvest@sec.gov) or by writing the SEC’s Public Reference Section, Washington, DC 20549-0102. A copy will also be sent to you, free of charge, at your request by writing to the Trust, c/o Unified Fund Services, Inc. at 431 North Pennsylvania Street, Indianapolis, IN 46202, or calling toll free at 1-800-662-0201. A summary of the Trust’s Proxy Voting Procedures is also attached to this SAI as Appendix 1.

PRINCIPAL UNDERWRITER

Timothy Partners, Ltd., 1055 Maitland Commons Center Blvd., Maitland, FL 32751,acts as the principal underwriter (the “Underwriter”) of the Funds’ shares for the purpose of facilitating the notice filing of shares of the Funds under state securities laws and to assist in sales of shares pursuant to a written underwriting agreement (the “Underwriting Agreement”) approved by the Funds’ Trustees. TPL is not compensated for serving as principal underwriter to the Funds.

In that regard, TPL has agreed at its own expense to qualify as a broker/dealer under all applicable federal or state laws in those states which the Funds shall from time to time identify to TPL as states in which it wishes to offer its shares for sale, in order that state notice filings may be maintained by the Funds.

TPL is a broker/dealer registered with the U.S. Securities and Exchange Commission and is a member in good standing of the National Association of Securities Dealers, Inc.

The Funds shall continue to bear the expense of all filing or registration fees incurred in connection with the notice filing of shares under state securities laws.

The Underwriting Agreement may be terminated by either party upon 60 days’ prior written notice to the other party.

Arthur D. Ally is President, Chairman and Trustee of the Trust. Mr. Ally is also President of Timothy Partners, Ltd. Mr. Ally had over eighteen years experience in the investment industry prior to becoming president of Timothy Plan, having worked for

Prudential Bache, Shearson Lehman Brothers and Investment Management & Research. Some or all of these firms may be utilized by an investment manager to execute portfolio trades for a Fund. Neither Mr. Ally nor any affiliated person of the Trust will receive any benefit from such transactions.

CUSTODIAN

US Bank, 425 Walnut Street, Cincinnati, Ohio 45202, is custodian of the Funds’ investments. The custodian acts as the Funds’ depository, safe-keeps its portfolio securities, collects all income and other payments with respect thereto, disburses funds at the Funds’ request and maintains records in connection with its duties. For its custodial services the bank receives, in addition to certain per transaction fees, the greater of $225 per month per fund or (annualized) 1.20 basis points (.000120) for the first $75 million in assets, 1.0 basis point (.00010) on the next $100 million in assets, and 0.75 basis point (.000075) on all amounts over $175 million in assets.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The firm of Cohen Fund Audit Services, Ltd. (formerly known as Cohen McCurdy, Ltd.) 800 Westpoint Pkwy, Ste. 1100, Westlake, OH 44145, has been selected as the independent registered public accounting firm for the Funds for the fiscal year ending December 31, 2007. In January 2006, Cohen Fund Audit Services, Ltd. assumed the responsibility to perform an annual audit of the Funds’ financial statements and provide financial, tax and accounting consulting services as requested. Prior to December 31, 2005, another independent registered public accounting firm performed those services.

ADMINISTRATOR

Unified Fund Services, Inc., 431 North Pennsylvania Avenue, Indianapolis, IN, 46202 (“Unified”), provides transfer agent, portfolio accounting and certain administrative services to the Trust pursuant to an Administrative Services Agreement dated December 4, 2006. Prior to December 4, 2006, Citco Mutual Fund Services, Inc., located in Malvern, PA provided the services described below.

Under the Administrative Services Agreement, Unified: (1) coordinates with the custodian and performs transfer agent services to the Funds; (2) coordinates with, and monitors, any third parties furnishing services to the Funds; (3) provides the Funds with necessary office space, telephones and other communications facilities and personnel competent to perform administrative and clerical functions; (4) supervises the maintenance by third parties of such books and records of the Funds as may be required by applicable federal or state law; (5) prepares or supervises the preparation by third parties of all federal, state and local tax returns and reports of the Funds required by applicable law; (6) prepares and, after approval by the Funds, files and arranges for the distribution of proxy materials and periodic reports to shareholders of the Funds as required by applicable law; (7) reviews and submits to the officers of the Fund for their approval invoices or other requests for payment of the Funds’ expenses and instructs the custodian to issue checks in payment thereof; and (8) takes such other action with respect to the Funds as may be necessary in the opinion of Unified to perform its duties under the agreement.

Pursuant to the Agreement, for all series Unified shall receive the greater of $800,000, or 0.35% on the first $100 million in assets under management, 0.25% of the next $100 million in assets, 0.13% of the next $200 million in assets, and 0.08% for all over $400 million in assets.

Annuity Investors Life Insurance Company, 250 East Fifth Street, Cincinnati, Ohio 45202 (“AILIC”) provides certain additional administrative services with respect to shares of the Small-Cap Variable Series purchased to fund variable annuity contracts and held in the AILIC separate accounts. These administrative services are provided pursuant to a Participation Agreement effective as of May 1, 2005 among AILIC, the Trust and TPL.

Under the Participation Agreement, AILIC maintains the records related to Small-Cap Variable Series shares held in the AILIC separate accounts, processes all purchases and redemptions of shares within the accounts, and provides other administrative and shareholder services. For its services, AILIC receives an annual fee from Small-Cap Variable Series equal to 0.25% of the average daily net assets of the Series held in the AILIC separate accounts.

ALLOCATION OF PORTFOLIO BROKERAGE

The Funds’ Adviser and/or investment sub-adviser, when effecting the purchases and sales of portfolio securities for the account of a Fund, will seek execution of trades either (i) at the most favorable and competitive rate of commission charged by any broker, dealer or member of an exchange, or (ii) at a higher rate of commission charges if reasonable in relation to brokerage and research services provided to the Fund or the investment manager by such member, broker, or dealer. Such services may include, but are not limited to, any one or more of the following: information on the availability of securities for purchase or sale, statistical or factual information, or opinions pertaining to investments. The Advisor and each sub-advisor are prohibited from considering brokerage allocation to dealers in consideration of a dealers’ distribution efforts of Portfolio or Fund shares. The Trust has adopted policies and procedures to detect and prohibit brokerage allocation based on broker/dealer fund share sales.

TPL, through the investment managers, is responsible for making the Funds’ portfolio decisions subject to instructions described in the applicable prospectus. TPL has entered into a soft dollar arrangement with UBS Financial Services pursuant to which Prime Consultants, a wholly-owned subsidiary of UBS, prepares and provides certain quarterly research reports to TPL and the

Board of Trustees, and provides manager research reports as needed. In exchange, TPL has directed the Funds’ investment sub-advisers to transact a portion of their purchases and sales of securities through UBS Financial Services for so long as and only so long as the service provided and the transactions affected are at commission rates that are competitive with the services and rates charged by other broker/dealers performing the same or similar transactions. The Board of Trustees may, however, impose limitations on the allocation of portfolio brokerage. In exchange for the research, during the most recent fiscal year the sub-advisers executed 170 transactions with UBS for a total amount of brokerage of $68,291.25.

Securities held by one Fund may also be held by another Fund or other accounts for which TPL or the investment manager serves as an adviser, or held by TPL or the investment manager for their own accounts. If purchases or sales of securities for a Fund or other entities for which they act as investment adviser or for their advisory clients arise for consideration at or about the same time, transactions in such securities will be made, insofar as feasible, for the respective entities and clients in a manner deemed equitable to all. To the extent that transactions on behalf of more than one client of TPL or the investment manager during the same period may increase the demand for securities being purchased or the supply of securities being sold, there may be an adverse effect on price.

On occasions when TPL or an investment manager deems the purchase or sale of a security to be in the best interests of one Fund or more Funds or other accounts, they may to the extent permitted by applicable laws and regulations, but will not be obligated to, aggregate the securities to be sold or purchased for the Fund with those to be sold or purchased for the other Fund or accounts in order to obtain favorable execution and lower brokerage commissions. In that event, allocation of the securities purchased or sold, as well as the expenses incurred in the transaction, will be made by an investment manager in the manner it considers to be most equitable and consistent with its fiduciary obligations to the Funds and to such other accounts. In some cases this procedure may adversely affect the size of the position obtainable for a Fund.

The Board of Trustees of the Trust regularly reviews the brokerage placement practices of the investment managers on behalf of the Funds, and reviews the prices and commissions, if any, paid by the Funds to determine if they were reasonable.

The chart below shows the brokerage fees and commissions paid by the Funds for the fiscal years ended December 31 of each period set forth below.

Fund	2004		2005		2006
Small-Cap Value Fund	$	141,000	$	160,985	$	375,885
Large/Mid-Cap Value Fund	$	58,965	$	162,377	$	93,509
Small-Cap Variable Series	$	13,865	$	17,308	$	10,024
Aggressive Growth Fund	$	56,571	$	48,745	$	48,755
Large/Mid-Cap Growth Fund	$	57,996	$	47,537	$	83,399

CODE OF ETHICS

The Trust, the Adviser, the investment managers and the Funds’ underwriter have each adopted a Code of Ethics under Rule 17j-1 of the Investment Company Act of 1940. The personnel subject to the Code are permitted to invest in securities, however, the Adviser’s, Trust’s and underwriter’s employees are prohibited from purchasing securities that are held by the Funds. You may obtain a copy of the Code of Ethics from the Securities and Exchange Commission. Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, the Trustees amended the Codes of Ethics to accommodate the requirements of Section 406. The amended Codes of Ethics adopted by the Trust, and each sub-adviser, have each been reviewed and ratified by the Board of Trustees.

PURCHASE OF SHARES

The shares of the Timothy Plan Funds are continuously offered by the distributor. Orders will not be considered complete until receipt by the distributor of a completed account application form, and receipt by the custodian of payment for the shares purchased. Once both are received, such orders will be confirmed at the next determined net asset value per share (based upon valuation procedures described in the prospectuses), plus the applicable sales load for Class A shares, as of the close of business of the business day on which the completed order is received, normally 4 p.m. Eastern time. Completed orders received by the Funds after 4 p.m. will be confirmed at the next business day’s price.

TAX-DEFERRED RETIREMENT PLANS

Shares of the Timothy Plan Funds are available to all types of tax-deferred retirement plans such as individual retirement accounts (“IRAs”), employer-sponsored defined contribution plans (including 401(k) plans) and tax-sheltered custodial accounts described in Section 403(b)(7) of the Internal Revenue Code. Qualified investors benefit from the tax-free compounding of income dividends and capital gains distributions. The Timothy Plan Funds sponsor IRAs. Subject to certain income restrictions, individuals, who are active participants in an employer maintained retirement plan are eligible to contribute on a deductible basis to an IRA account. All individuals who have earned income may make nondeductible IRA contributions to the extent that they

are not eligible for a deductible contribution. Income earned by an IRA account will continue to be tax deferred.

A special IRA program is available for employers under which the employers may establish IRA accounts for their employees in lieu of establishing tax qualified retirement plans. Known as SEP-IRAs (Simplified Employee Pension-IRA), they free the employer of many of the record keeping requirements of establishing and maintaining a tax qualified retirement plan trust.

If you are entitled to receive a distribution from a qualified retirement plan, you may rollover all or part of that distribution into a Timothy Plan Fund IRA. Your rollover contribution is not subject to the limits on annual IRA contributions. You can continue to defer federal income taxes on your contribution and on any income that is earned on that contribution.

The Timothy Plan Funds also sponsor 403(b)(7) retirement plans. The Funds offer a plan for use by schools, hospitals, and certain other tax-exempt organizations or associations who wish to use shares of the Timothy Plan Funds as a funding medium for a retirement plan for their employees (the “403(b)(7) Plan”). Contributions are made to the 403(b)(7) Plan as a reduction to the employee’s regular compensation. Such contributions, to the extent they do not exceed applicable limitations, are excludable from the gross income of the employee for federal income tax purposes.

The Timothy Plan Funds also offer Roth IRAs. While contributions to a Roth IRA are not currently deductible, the amounts within the accounts accumulate tax-free and qualified distributions will not be included in a shareholder’s taxable income. The contribution limit in 2007 is $4,000 annually ($8,000 for joint returns) in aggregate with contributions to traditional IRAs. Certain catch-up provisions and income phase-outs apply.

In all these plans, distributions of net investment income and capital gains will be automatically reinvested.

All the foregoing retirement plan options require special plan documents. Please call the Timothy Plan at (800) TIM-PLAN (800-846-7526) to obtain information regarding the establishment of retirement plan accounts. In the case of IRAs and 403(b)(7) Plans, US Bank acts as the plan custodian and charges $10.00 per social security number and account type in connection with plan establishment and maintenance, of which $5.00 is remitted to the fund underwriter, Timothy Partners, Ltd. These fees are detailed in the plan documents. You should consult with your attorney or other tax adviser for specific advice prior to establishing a plan.

TAX-DEFERRED VARIABLE ANNUITY SERIES

The Timothy Plan Small-Cap Variable Series currently only offers its shares to the Annuity Investors Life Insurance Company. The separate accounts invest in shares of the Timothy Variable Funds in accordance with the allocation instructions received from holders of the VA contracts. Shares of the Variable Series are sold only to existing account holders at net asset value as described in that Fund’s Prospectus.

REDEMPTIONS

The redemption price will be based upon the net asset value per share (subject to any applicable CDSC for Class C shares) next determined after receipt of the redemption request, provided it has been submitted in the manner described below. The redemption price may be more or less than your cost, depending upon the net asset value per Class at the time of redemption. Shares of the Timothy Plan Funds may be redeemed through certain brokers, financial institutions or service organizations, banks and bank trust departments who may charge a transaction fee or other fee for their services at the time of redemption. Such fees would not otherwise be charged if the shares were purchased directly from the Timothy Plan Funds.

Payment for shares tendered for redemption is made by check within seven days after tender in proper form, except that the Funds reserve the right to suspend the right of redemption, or to postpone the date of payment upon redemption beyond seven days: (i) for any period during which the New York Stock Exchange is restricted, (ii) for any period during which an emergency exists as determined by the U.S. Securities and Exchange Commission as a result of which disposal of securities owned by the Funds is not reasonably predictable or it is not reasonably practicable for the Funds fairly to determine the value of its net assets, or (iii) for such other periods as the U.S. Securities and Exchange Commission may by order permit for the protection of shareholders of the Funds.

Pursuant to the Trust’s Agreement and Declaration of Trust, payment for shares redeemed may be made either in cash or in-kind, or partly in cash and partly in-kind. However, the Trust has elected, pursuant to Rule 18f-1 under the 1940 Act, to redeem its shares solely in cash up to the lesser of $250,000 or 1% of the net asset value of the Trust, during any 90-day period for any one shareholder. Payments in excess of this limit will also be made wholly in cash unless the Board of Trustees believes that economic conditions exist which would make such a practice detrimental to the best interests of the Trust. Any portfolio securities paid or distributed in-kind would be valued as described in the applicable prospectus. In the event that an in-kind distribution is made, a shareholder may incur additional expenses, such as the payment of brokerage commissions, on the sale or other disposition of the securities received from the Funds.

In-kind payments need not constitute a cross-section of a Fund’s portfolio. Where a shareholder has requested redemption of all or a part of the shareholder’s investment, and where a Fund completes such redemption in-kind, that Fund will not recognize gain or loss for federal tax purposes, on the securities used to complete the redemption. The shareholder will recognize gain or loss

equal to the difference between the fair market value of the securities received and the shareholder’s basis in the Fund shares redeemed.

DEALER TRANSACTION FEES

Dealers may charge their customers a processing or service fee in connection with the purchase or redemption of fund shares. The amount and applicability of such a fee is determined and disclosed to its customers by each individual dealer. Processing or service fees typically are in addition to the sales and other charges described in the prospectus and this statement of additional information. Your dealer will provide you with specific information about any processing or service fees you will be charged.

OFFICERS AND TRUSTEES OF THE TRUST

The Trustees and principal executive officers of the Trust and their principal occupations for the past five years are listed below.

INTERESTED TRUSTEES

Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Arthur D. Ally* 1304 W Fairbanks Avenue Winter Park, FL Born: 1942	Chairman and President Principal Occupation During Past 5 Years President and controlling shareholder of Covenant Funds, Inc. (“ CFI” ), a holding company. President and general partner of Timothy Partners, Ltd. (“ TPL” ), the investment adviser and principal underwriter to each Fund. CFI is also the managing general partner f TPL	Indefinite; Trustee and President since 1994	11 Other Directorships Held by Trustee None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Joseph E. Boatwright** 1410 Hyde Park Drive Winter Park, FL Born: 1930	Trustee, Secretary Principal Occupation During Past 5 Years Retired Minister. Currently serves as a consultant to the Greater Orlando Baptist Association. Served as Senior Pastor to Aloma Baptist Church from 1970-1996.	Indefinite; Trustee and Secretary since 1995	11 Other Directorships Held by Trustee None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Mathew D. Staver ** 210 East Palmetto Avenue Longwood, FL 32750 Born: 1956	Trustee Principal Occupation During Past 5 Years Attorney specializing in free speech, appellate practice and religious liberty constitutional law. Founder of Liberty Counsel, a religious civil liberties education and legal defense organization. Host of two radio programs devoted to religious freedom issues. Editor of a monthly newsletter devoted to religious liberty topics. Mr. Staver has argued before the United States Supreme Court and has published numerous legal articles.	Indefinite; Trustee since 2000	11 Other Directorships Held by Trustee None

* Mr. Ally is an “interested” Trustee, as that term is defined in the 1940 Act, because of his positions with and financial interests in CFI and TPL.

** Messrs. Boatwright, and Staver are “interested” Trustees, as that term is defined in the 1940 Act, because each has a limited partnership interest in TPL.

INDEPENDENT TRUSTEES

Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Richard W. Copeland 631 Palm Springs Drive Altamonte Springs, FL 32701 Born: 1947	Trustee Principal Occupation During Past 5 Years Principal of Richard W. Copeland, Attoney at Law for 31 years specializing in tax and estate planning. B.A. from Mississippi College, JD and LLM Taxation from University of Miami. Associate Professor Stetson University for past 29 years.	Trustee from 2005, new as of 2/25/2005	11 Other Directorships Held by Trustee None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Bill Johnson 903 S. Stewart Street Fremont, MI 48412 Born: 1946	Trustee Principal Occupation During Past 5 Years President (and Founder) of American Decency Association, Freemont, MI since 1999. Previously served as Michigan State Director for American Family Association (1987-1999). Previously a public school teacher for 18 years. B.S. from Michigan State University and a Masters of Religious Education from Grand Rapids Baptist Seminary.	Trustee from 2005, new as of 2/25/2005	11 Other Directorships Held by Trustee None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Kathryn Tindal Martinez 4398 New Broad Street Orlando, FL 32814 Born: 1949	Trustee Principal Occupation During Past 5 Years Served on board of directors from 1991 to present, including House of Hope, B.E.T.A., Childrens' Home Society, and Susan B. Anthony List. Previously a private school teacher and insurance adjuster. B.A. received from Florida State University State University and MAT from Rollins College, FL.	Trustee from 2005, new as of 2/25/2005	11 Other Directorships Held by Trustee None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	N umber of Portfolios in Fund Complex Overseen by Trustee
John C. Mulder 2925 Professional Place Colorado Springs, CO 80904 Born: 1950	Trustee Principal Occupation During Past 5 Years President Christian Community Foundation and National Foundation since 2001. Prior: 22 years of executive experience for a group of banks and a trust company. B.A. in Economics from Wheaton College and MBA from University of Chicago.	Trustee from 2005, new as of 2/25/2005	11 Other Directorships Held by Trustee None

Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Charles E. Nelson 1145 Cross Creek Circle Altamonte Springs, FL Born: 1934	Trustee Principal Occupation During Past 5 Years Certified Public Accountant. Director of Operations, National Multiple Sclerosis Society Mid Florida Chapter. Formerly Director of Finance, Hospice of the Comforter, Inc. Formerly Comptroller, Florida United Methodist Children’s Home, Inc. Formerly Credit Specialist with the Resolution Trust Corporation and Senior Executive Vice President, Barnett Bank of Central Florida, N.A. Formerly managing partner, Arthur Andersen, CPA firm, O rlando, Florida branch.	Indefinite; Trustee since 2000	11 Other Directorships Held by Trustee None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Wesley W . Pennington 442 Raymond Avenue Longwood, FL Born: 1930	Trustee Principal Occupation During Past 5 Years Retired Air Force Officer. Past President, Westwind Holdings, Inc., a development company, since 1997. Past President and controlling shareholder, Weston, Inc., a fabric treatment company, form 1979- 1997. President, Designer Services Group 1980-1988.	Indefinite; Trustee since 1994	11 Other Held by Trustee None Directorships
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Scott Preissler, Ph.D. P O Box 50434 Indianapolis, IN 46250 Born: 1960	Trustee Principal Occupation During Past 5 Years President and CEO of Christian Stewardship Association where he has been affiliated for the past 14 years.	Indefinite; New as of 1/1/04	11 Other Directorships Held by Trustee None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Alan M . Ross 11210 West Road Roswell, Ga 30075 Born: 1951	Trustee Principal Occupation During Past 5 Years Founder and CEO of Corporate Development Institute which he founded five years ago. Previously he served as President and CEO of Fellowship of Companies for Christ and has authored three books: Beyond World Class, Unconditional Excellence, Breaking Through to Prosperity.	Indefinite; New as of 1/1/04	11 Other Directorships Held by Trustee None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Tim e Served	Number of Portfolios in Fund Complex Overseen by Trustee
Dr. David J. Tolliver 4000 E. Maplewood Drive Excelsior Springs, MO 64024 Born: 1951	Trustee Principal Occupation During Past 5 Years Senior Pastor Pisgah Baptist Church, Excelsior Springs, MO since 1999. Previously pastored three churches in St. Louis, MO area (1986- 1999). Currently serves on Board of Trustees Midwestern Baptist Theological Seminary. Past President Missouri Baptist Convention (2003-2004)	Trustee from 2005, new as of 2/25/2005	11 Other Directorships Held by Trustee None

The officers conduct and supervise the daily business operations of the Funds, while the Trustees, in addition to functions set forth under “Investment Adviser,” “Investment Manager,” and “Underwriter,” review such actions and decide on general policy. Compensation to officers and Trustees of the Funds who are affiliated with TPL is paid by TPL, and not by the Fund. Beginning with the August meeting and during the remainder of the fiscal year ended December 31, 2005, the Timothy Plan Funds paid compensation at the rate of $500 per meeting attended to its Independent Trustees.

The Trust has an Audit Committee that is composed of Wesley W. Pennington, Charles E. Nelson and John C. Mulder. Pursuant to Section 407 of the Sarbanes-Oxley Act of 2002, Mr. Nelson serves on the audit committee in the capacity of audit committee financial expert as that term is defined in the Act, and Mr. Pennington serves as the Chair of the committee. The Audit Committee met once during the fiscal year ended December 31, 2006. The function of the Audit Committee is to oversee the Trust’s accounting and financial reporting policies, practices and internal controls.

The following table sets forth information about the Trustees and the dollar range of shares of the Timothy Plan Family of Funds owned by each Trustee:

Trustees, for their services to the Fund, may purchase class A shares at Net Asset Value; commissions normally charged on A share purchases are waived. As of December 31, 2006, the Trustees owned the following dollar ranges of Fund shares.

Trustee	Dollar Range of Equity Securities in Each Fund	Dollar Range of Securities Held in all Funds
Interested Trustees
Arthur D. Ally	Small Cap Value Fund- $1 -$10,000 Conservative Growth Fund- $1 -$10,000 Fixed Income Fund- $1 -$10,000 Large/Mid Cap Value Fund- $1 -$10,000 Strategic Growth Fund- $1 -$10,000 Large/Mid Cap Growth Fund- $1 -$10,000 Aggressive Growth Fund- $1 -$10,000	$1 -$10,000
Joseph E. Boatwright	Small Cap Value Fund- $50,000 -$100,000 Large/Mid Cap Value Fund- $50,000 -$100,000 Money Market Fund- $1 -$10,000 Fixed Income Fund- $10,000 -$50,000 Conservative Growth Fund- $50,000 -$100,000 Strategic Growth Fund- $50,000 -$100,000	Over $100,000
Mathew D. Staver	Small Cap Value Fund- $50,000 -$100,000 Strategic Growth Fund- $10,000 -$50,000	Over $100,000
Independent Trustees
Richard W. Copeland	None	None
Bill Johnson	Strategic Growth Fund- $50,000 -$100,000 Conservative Growth Fund- $1-$10,000	$50,000-$100,000
Kathryn Tindal Martinez	None	None
John C. Mulder	None	None
Dr. David J. Tolliver	Small Cap Value Fund- $10,000 -$50,000
Charles E. Nelson	None	None
Wesley W. Pennington	Small Cap Value Fund- $10,000 -$50,000 Large/Mid Cap Value Fund- $10,000 -$50,000	$10,000-$50,000
Scott Preissler, Ph.D.	None	None
Alan M. Ross	None	None

Compensation was paid by the Trust to the Independent Trustees during the past calendar year as set forth in the table below.

Trustee	Aggregate Compensation from Fund	Pension or Retirement Benefits Accrued as Part of Fund Expenses	Estimated Benefits Upon Retirement	Total Compensation from Trust Paid to Trustees
Interested Trustees
Arthur D. Ally	0	0	0	0
Joseph E. Boatwright	0	0	0	0
Mathew D. Staver	0	0	0	0
Independent Trustees
Richard W. Copeland	$2,000	0	0	$2,000
Bill Johnson	$2,000	0	0	$2,000
Kathryn Tindal Martinez	$500	0	0	$500
John C. Mulder	$2,000	0	0	$2,000
Dr. David J. Tolliver	$2,000	0	0	$2,000
Charles E. Nelson	$2,000	0	0	$2,000
Wesley W. Pennington	$2,000	0	0	$2,000
Scott Preissler, Ph.D.	$2,000	0	0	$2,000
Alan M. Ross	$500	0	0	$500

DISTRIBUTION PLANS

The Trust has adopted a plan pursuant to Rule 12b-1 under the 1940 Act (collectively, the “Plans”) for each Class offered by a Fund (other than the Money Market Fund and the Small-Cap Variable Series) whereby the Fund may pay up to a maximum of 0.25% for Class A shares, and up to a maximum of 1.00% for Class C shares (of which, up to 0.25% may be service fees to be paid by each respective class of shares to TPL, dealers and others, for providing personal service and/or maintaining shareholder accounts) per annum of its average daily net assets for expenses incurred by the Underwriter in the distribution of the Timothy Plan Funds’ shares. The fees are paid on a monthly basis, based on a Fund’s average daily net assets attributable to such class of shares.

Pursuant to the Plans, TPL, as underwriter, is paid a fee each month (up to the maximum of 0.25% for Class A shares and 1.00% for Class C shares per annum of average net assets of each Timothy Plan Fund) for expenses incurred in the distribution and promotion of the shares, including but not limited to, printing of prospectuses and reports used for sales purposes, preparation and printing of sales literature and related expenses, advertisements, and other distribution-related expenses as well as any distribution or service fees paid to securities dealers or others who have executed a dealer agreement with the underwriter. Any expense of distribution in excess of 0.25% for Class A shares or 1.00% for Class C shares per annum will be borne by TPL without any additional payments by the Traditional Funds. You should be aware that it is possible that Plan accruals will exceed the actual expenditures by TPL for eligible services. Accordingly, such fees are not strictly tied to the provision of such services.

The Trustees, pursuant to Rule 12b-1 under the 1940 Act, after considering the purpose and success of the distribution fees for the Funds, voted unanimously to amend the existing distribution plan to include the Patriot Fund. As amended, the Funds will pay TPL a 12b-1 fee each month, as underwriter of the Patriot Fund at the maximum rate allowed, which is 0.25% per annum on Class A shares, and 1.00% per annum on Class C shares.

Class A shares of the Asset Allocation Funds have adopted a Rule 12b-1 Plan that permits the Funds to pay a 12b-1 service fee of up to 0.25% per annum of the net assets of the Class A shares, however, as a result of the Board’s recommendation, the Trust presented the shareholders a proxy authorizing the Class A 12b-1 fee to be reduced from 0.25% to 0.0%, which the shareholders approved at a shareholders’ meeting held on the 5th day of December, 2003. Class B shares, which are no longer offered by the Trust, and Class C shares of the Asset Allocation Funds have adopted Rule 12b-1 Plans that permit the Funds to pay 12b-1 distribution and service fees of up to 1.00% per annum of the net assets of the Class C shares. By shareholder vote on the 5th day of December, 2003, the Class B 12b-1 fee was reduced from 1.00% to 0.75%.

For the fiscal year ended December 31, 2006, TPL was compensated for distribution-related expenses by the Funds as follows:

Name of Fund	Class A		Class B(1)		Class C(
Aggressive Growth Fund	$	55,357	$	13,648	$	17,059
Large/Mid-Cap Growth Fund	$	152,827	$	22,341	$	18,104
Small-Cap Value Fund	$	145,395	$	141,570	$	30,506
Large/Mid-Cap Value Fund	$	177,243	$	65,709	$	43,885
Fixed-Income Fund	$	83,821	$	29,473	$	23,280
Strategic Growth Fund		N/A	$	127,610	$	51,357
Conservative Growth Fund		N/A	$	82,419	$	38,894

(1) Class B shares are included for purposes of properly disclosing fees paid, but Class B shares are no longer offered to the public.

The Plans also provide that to the extent that the Funds, TPL, the investment managers, or other parties on behalf of the Funds, TPL, or the investment managers make payments that are deemed to be payments for the financing of any activity primarily intended to result in the sale of shares issued by the Funds within the context of Rule 12b-1, such payments shall be deemed to be made pursuant to the Plans.

The Board of Trustees has determined that a consistent cash flow resulting from the sale of new shares is necessary and appropriate to meet redemptions and to take advantage of buying opportunities without having to make unwarranted liquidations of portfolio securities. The Board therefore believes that it will likely benefit the Funds to have moneys available for the direct

distribution activities of TPL in promoting the sale of the Funds’ shares, and to avoid any uncertainties as to whether other payments constitute distribution expenses on behalf of the Funds. The Trustees, including the non-interested Trustees, have concluded that in the exercise of their reasonable business judgment and in light of their fiduciary duties, there is a reasonable likelihood that the Plans will benefit the Funds and their shareholders.

The Plans have been approved by the Board of Trustees, including all of the Trustees who are non-interested persons as defined in the 1940 Act. The Plans must be renewed annually by the Board of Trustees, including a majority of the Trustees who are non-interested persons of the Funds and who have no direct or indirect financial interest in the operation of the Plans. The votes must be cast in person at a meeting called for that purpose. It is also required that the selection and nomination of such Trustees be done by the non-interested Trustees. The Plans and any related agreements may be terminated at any time, without any penalty: 1) by vote of a majority of the non-interested Trustees on not more than 60 days’ written notice, 2) by the Underwriter on not more than 60 days’ written notice, 3) by vote of a majority of a Fund’s outstanding shares, on 60 days’ written notice, and 4) automatically by any act that terminates the Underwriting Agreement with TPL. TPL or any dealer or other firm may also terminate their respective agreements at any time upon written notice.

The Plans and any related agreement may not be amended to increase materially the amounts to be spent for distribution expenses without approval by a majority of a Fund’s outstanding shares, and all material amendments to the Plans or any related agreements shall be approved by a vote of the non-interested Trustees, cast in person at a meeting called for the purpose of voting on any such amendment.

TPL is required to report in writing to the Board of Trustees of the Funds, at least quarterly, on the amounts and purpose of any payment made under the Plans, as well as to furnish the Board with such other information as may reasonably be requested in order to enable the Board to make an informed determination of whether the Plans should be continued.

TAXATION

The Timothy Plan Funds intend to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

In order to so qualify, a Fund must, among other things (i) derive at least 90% of its gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale of securities or foreign currencies, or other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies; (ii) distribute at least 90% of its dividends, interest and certain other taxable income each year; and (iii) at the end of each fiscal quarter maintain at least 50% of the value of its total assets in cash, government securities, securities of other regulated investment companies, and other securities of issuers which represent, with respect to each issuer, no more than 5% of the value of a Fund’s total assets and 10% of the outstanding voting securities of such issuer, and with no more than 25% of its assets invested in the securities (other than those of the government or other regulated investment companies) of any one issuer or of two or more issuers which a Fund controls and which are engaged in the same, similar or related trades and businesses.

To the extent each Fund qualifies for treatment as a regulated investment company, it will not be subject to federal income tax on income and net capital gains paid to shareholders in the form of dividends or capital gains distributions.

An excise tax at the rate of 4% will be imposed on the excess, if any, of each Fund’s “required distributions” over actual distributions in any calendar year. Generally, the “required distribution” is 98% of a Fund’s ordinary income for the calendar year plus 98% of its capital gain net income recognized during the one-year period ending on October 31 plus undistributed amounts from prior years. Each Fund intends to make distributions sufficient to avoid imposition of the excise tax. Distributions declared by a Fund during October, November or December to shareholders of record during such month and paid by January 31 of the following year will be taxable to shareholders in the calendar year in which they are declared, rather than the calendar year in which they are received.

If shares of a Fund are purchased within 30 days before or after redeeming other shares of the Fund at a loss, all or a portion of that loss will not be deductible and will increase the basis of the newly purchased shares.

Shareholders will be subject to federal income taxes on distributions made by a Fund whether received in cash or additional shares of the Fund. Distributions of net investment income and net short-term capital gains, if any, will be taxable to shareholders as ordinary income. Distributions of net long-term capital gains, if any, will be taxable to shareholders as long-term capital gains, without regard to how long a shareholder has held shares of the Fund. A loss on the sale of shares held for six months or less will be treated as a long-term capital loss to the extent of any long-term capital gain dividend paid to the shareholder with respect to such shares. A redemption of a Fund’s shares will result in a taxable gain or loss to the redeeming shareholder, depending on whether the redemption proceeds are more or less than the shareholder’s adjusted basis for the redeemed shares (which normally includes any sales charge paid on Class A shares). An exchange of shares of any Fund for shares of another Fund generally will have similar tax consequences. However, special rules apply when a shareholder disposes of Class A shares of a Fund through a redemption or exchange within 90 days after purchase thereof and subsequently reacquires Class A shares of that Fund or of another Timothy Plan Fund without paying a sales charge due to the 90-day reinstatement or

exchange privileges. In these cases, any gain on the disposition of the original Class A shares will be increased, or loss decreased, by the amount of the sales charge paid when those shares were acquired, and that amount will increase the basis of the shares subsequently acquired. In addition, if shares of a Fund are purchased (whether pursuant to the reinstatement privilege or otherwise) within 30 days before or after redeeming other shares of that Fund (regardless of class) at a loss, all or a portion of that loss will not be deductible and will increase the basis of the newly purchased shares. Dividends eligible for designation under the dividends received deduction and paid by a Fund may qualify in part for the 70% dividends received deduction for corporations provided, however, that those shares have been held for at least 45 days.

The Trust will notify shareholders each year of the amount of dividends and distributions, including the amount of any distribution of long-term capital gains, and the portion of its dividends which may qualify for the 70% deduction.

By law, each Fund must withhold a percentage (30% during calendar year 2004) of your taxable distributions and proceeds (“backup withholding”) if you do not provide your correct social security or taxpayer identification number, or if the IRS instructs the Fund to do so. The withholding provision generally does not apply to nonresident aliens. Ordinarily, distributions and redemption proceeds earned by a Fund’s Shareholders are not subject to withholding of federal income tax. However, if a shareholder fails to furnish a tax identification number or social security number, or certify under penalties of perjury that such number is correct, the Fund may required to withhold federal income tax from all dividend, capital gain and/or redemption payments to such shareholder. Dividends and capital gain distributions may also be subject to back-up withholding if a shareholder fails to certify under penalties of perjury that such shareholder is not subject to back withholding due to the underreporting of certain income. These certifications are contained in the purchase application enclosed with the Prospectus.

The foregoing is a general and abbreviated summary of the applicable provisions of the Code and Treasury regulations currently in effect. For the complete provisions, reference should be made to the pertinent Code sections and regulations. The Code and regulations are subject to change by legislative or administrative action at any time, and retroactively.

Each class of shares of the Timothy Plan Funds will share proportionately in the investment income and expenses of that Fund, except that each class will incur different distribution expenses.

Dividends and distributions also may be subject to state and local taxes.

Shareholders are urged to consult their tax advisers regarding specific questions as to federal, state and local taxes.

GENERAL INFORMATION

AUDITS AND REPORTS

The accounts of the Trust are audited each year by Tait, Weller & Baker of Philadelphia, PA, independent certified public accountants whose selection must be ratified annually by the Board of Trustees.

Shareholders receive semi-annual and annual reports of the Funds, including the annual audited financial statements and a list of securities owned.

MISCELLANEOUS

As of March 31, 2007, the following persons owned 5% or more of a Class of shares of a Fund or of the total outstanding shares of a Fund.

HOLDERS OF MORE THAN 5% OF EACH FUND’S SHARES

Name & Address of Shareholder	Name of Fund in Which Shares Held	Share Class Owned	Number of Shares Owned	% Ownership of Fund Share Class
National Financial Services. LLC FBO Client Accts (“NFS”)	Aggressive Growth	A	2,247,584.6690	69.44	%
NFS	Aggressive Growth	B	16,010.3420	9.03	%
Pershing Securities FBO Client Accts (“Pershing”)	Aggressive Growth	B	26,673.7810	15.04	%
Pershing	Aggressive Growth	C	20,060.0480	6.97	%
Pershing	Conservative Growth	A	19,443.220	6.51	%
NFS	Conservative Growth	A	374,262.7830	12.53	%
NFS	Conservative Growth	B	109,191.5790	11.49	%
Pershing	Conservative Growth	B	239,745.5680	25.22	%
Pershing	Conservative Growth	C	101,349.7190	17.71	%
NFS	Fixed Income	A	2,635,693.4530	67.27	%

NFS	Fixed Income	B	29,945.320	10.47	%
Pershing	Fixed Income	B	76,718.3450	26.82	%
First Clearing LLC FBO Clients (First Clearing”)	Fixed Income	C	14,939.9000	5.41	%
MG Trust TTEE	Fixed Income	C	37,570.0440	13.61	%
NFS	Large/ Mid Cap Growth	A	6,663,264.2680	72.81	%
Pershing	Large/ Mid Cap Growth	B	31,713.0220	10.14	%
NFS	Large/ Mid Cap Growth	B	91,707.5490	29.34	%
MG Trust TTEE	Large/ Mid Cap Growth	C	20,843.2430	5.49	%
First Clearing	Large/ Mid Cap Growth	C	22,226.3800	5.86	%
Pershing	Large/ Mid Cap Value	A	476,287.6290	7.67	%
NFS	Large/ Mid Cap Value	A	3,476,802.4630	56.02	%
Pershing	Large/ Mid Cap Value	B	34,328.3990	7.44	%
NFS	Large/ Mid Cap Value	B	125,664.4030	27.23	%
AG Edwards & Sons FBO Client Accts	Large/ Mid Cap Value	C	27,872.9990	5.06	%
Pershing	Large/ Mid Cap Value	C	61,969.6930	11.25	%
Bond & Co. c/o US Bank	Money Market	No-Load	21,459,047.5600	82.15	%
NFS	Small Cap Value	A	2,248,180.2810	48.85	%
Pershing	Small Cap Value	B	60,215.2210	7.49	%
NFS	Small Cap Value	B	109,643.3000	13.64	%
Pershing	Small Cap Value	C	280,36.3210	7.71	%
MG Trust TTEE	Small Cap Value	C	310,40.8360	8.54	%
Pershing	Strategic Growth	A	275,375.7390	7.04	%
NFS	Strategic Growth	A	519,175.3510	13.28	%
NFS	Strategic Growth	B	193,216.2960	11.49	%
Pershing	Strategic Growth	B	537,749.8830	31.99	%
Pershing	Strategic Growth	C	196,867.8710	23.22	%
Annuity Investors Life Ins. Co.	Small Cap Variable		292,435.2260	100.00	%

For the purposes of ownership, “control” means the beneficial ownership, either directly or through one or more controlled companies, of more than 25% of the voting securities of a company. A controlling ownership may be detrimental to the other shareholders of the company.

Class B shares are no longer offered for sale by the Trust.

PERFORMANCE

Performance information for the shares of the Timothy Plan Funds will vary due to the effect of expense ratios on the performance calculations.

Current yield and total return may be quoted in advertisements, shareholder reports or other communications to shareholders. Yield is the ratio of income per share derived from a Fund’s investments to a current maximum offering price expressed in terms of percent. The yield is quoted on the basis of earnings after expenses have been deducted. Total return is the total of all income and capital gains paid to shareholders, assuming reinvestment of all distributions, plus (or minus) the change in the value of the original investment, expressed as a percentage of the purchase price. Occasionally, a Fund may include their distribution rates in advertisements. The distribution rate is the amount of distributions per share made by a Fund over a 12-month period divided by the current maximum offering price.

U.S. Securities and Exchange Commission (“Commission”) rules require the use of standardized performance quotations or, alternatively, that every non-standardized performance quotation furnished by a Fund be accompanied by certain standardized performance information computed as required by the Commission. Current yield and total return quotations used by a Fund are based on the standardized methods of computing performance mandated by the Commission. An explanation of those and other methods used by the Funds to compute or express performance follows.

As the following formula indicates, the average annual total return is determined by multiplying a hypothetical initial purchase order of $1,000 by the average annual compound rate of return (including capital appreciation/depreciation and dividends and distributions paid and reinvested) for the stated period less any fees charged to all shareholder accounts and annualizing the result. The calculation assumes the maximum sales load is deducted from the initial $1,000 purchase order and that all dividends and distributions are reinvested at the net asset value on the reinvestment dates during the period. The quotation assumes the account was completely redeemed at the end of each one, five and ten-year period and assumes the deduction of all applicable

charges and fees. According to the Commission formula:

			P(1+T)n = ERV
Where:	P	=	a hypothetical initial payment of $1,000.
	T	=	average annual total return.
	N	=	number of years.
	ERV	=	ending redeemable value of a hypothetical $1,000 payment made at the beginning of the one, five or ten-year periods, determined at the end of the one, five or ten-year periods (or fractional portion thereof).

The advertised after-tax returns for a class of a fund are calculated by equaling an initial amount invested in a class of a fund to the ending value, according to the following formulas :

After taxes on Distributions:   P(1+T)ⁿ = ATV_D

After Taxes on Distributions and Redemption:   P(1+T)ⁿ -ATV_DR

Where	P	=	a hypothetical initial payment of $1000
	T	=	average annual return (after taxes on distributions or after taxes on distributions and redemptions as applicable
	n	=	number of years
	ATVD	=	ending value of a hypothetical $1000 payment made at the beginning of the 1-, 5-, or 10-year periods at the end of the 1-, 5-, or 10-year periods (or fractional portion), after taxes on redemption.
	ATVDR	=	ending value of a hypothetical $1000 payment made at the beginning of the 1-, 5-, 10-year periods at the end of the 1-, 5-, 10—year periods (or financial portion) after taxes on fund distributions and redemption.

Based on these formulas, annualized total returns were as follows for the periods and Funds indicated:

	Average Annual Returns (as of December 31, 2006)
Fund	1-Year		3-Year		5-Year		10 Year	Since Inception		Inception Date
Aggressive Growth- Class A
Pre-Tax	7.50	%	8.62	%	4.21	%	N/A	-3.27	%	10/05/2000
Pre-Liquidation After Tax	0.12	%	5.96	%	2.66	%	N/A	-4.41	%	10/05/2000
Post Liquidation After Tax	3.54	%	5.74	%	2.64	%	N/A	-3.42	%	10/05/2000
Aggressive Growth- Class B
Pre-Tax	6.83	%	7.84	%	3.43	%	N/A	-3.98	%	10/09/2000
Pre-Liquidation After Tax	4.94	%	7.07	%	2.98	%	N/A	-4.31	%	10/09/2000
Post Liquidation After Tax	7.01	%	6.74	%	2.94	%	N/A	-3.32	%	10/09/2000
Aggressive Growth- Class C
Pre-Tax	6.65	%	N/A		N/A		N/A	7.83	%	02/03/2004
Pre-Liquidation After Tax	4.77	%	N/A		N/A		N/A	7.04	%	02/03/2004
Post Liquidation After Tax	6.89	%	N/A		N/A		N/A	6.72	%	02/03/2004
Conservative Growth- Class A
Pre-Tax	9.86	%	7.26	%	5.22	%	N/A	3.21	%	10/05/2000
Pre-Liquidation After Tax	2.66	%	4.72	%	3.73	%	N/A	2.03	%	10/05/2000
Post Liquidation After Tax	3.68	%	4.40	%	3.43	%	N/A	1.91	%	10/05/2000
Conservative Growth- Class B
Pre-Tax	9.00	%	6.46	%	4.44	%	N/A	2.42	%	10/09/2000
Pre-Liquidation After Tax	7.76	%	5.96	%	4.14	%	N/A	2.18	%	10/09/2000
Post Liquidation After Tax	6.96	%	5.46	%	3.77	%	N/A	2.03	%	10/09/2000
Conservative Growth- Class C
Pre-Tax	9.16	%	N/A		N/A		N/A	6.41	%	02/03/2004
Pre-Liquidation After Tax	7.87	%	N/A		N/A		N/A	5.87	%	02/03/2004
Post Liquidation After Tax	7.07	%	N/A		N/A		N/A	5.40	%	02/03/2004

Fixed Income- Class A
Pre-Tax	3.11	%	2.55	%	4.65	%	N/A		4.17	%	07/14/1999
Pre-Liquidation After Tax	-2.76	%	-0.25	%	2.23	%	N/A		2.03	%	07/14/1999
Post Liquidation After Tax	-0.87	%	0.15	%	2.30	%	N/A		2.11	%	07/14/1999
Fixed Income- Class B
Pre-Tax	2.20	%	1.54	%	3.77	%	N/A		3.28	%	08/05/1999
Pre-Liquidation After Tax	0.88	%	0.50	%	2.50	%	N/A		1.91	%	08/05/1999
Post Liquidation After Tax	1.41	%	0.71	%	2.47	%	N/A		1.97	%	08/05/1999
Fixed Income- Class C
Pre-Tax	2.26	%	N/A		N/A		N/A		1.66	%	02/03/2004
Pre-Liquidation After Tax	1.03	%	N/A		N/A		N/A		0.48	%	02/03/2004
Post Liquidation After Tax	1.46	%	N/A		N/A		N/A		0.73	%	02/03/2004
Large/Mid Cap Growth- Class A
Pre-Tax	4.77	%	5.52	%	-0.08	%	N/A		-5.02	%	10/05/2000
Pre-Liquidation After Tax	-0.68	%	3.65	%	-1.15	%	N/A		-5.83	%	10/05/2000
Post Liquidation After Tax	-0.45	%	3.12	%	-0.97	%	N/A		-4.83	%	10/05/2000
Large/Mid Cap Growth- Class B
Pre-Tax	3.89	%	4.74	%	-0.79	%	N/A		-5.69	%	10/09/2000
Pre-Liquidation After Tax	3.89	%	4.74	%	-0.79	%	N/A		-5.69	%	10/09/2000
Post Liquidation After Tax	2.53	%	4.06	%	-0.67	%	N/A		-4.72	%	10/09/2000
Large/Mid Cap Growth- Class C
Pre-Tax	3.89	%	N/A		N/A		N/A			%	02/03/2004
Pre-Liquidation After Tax	3.89	%	N/A		N/A		N/A			%	02/03/2004
Post Liquidation After Tax	2.53	%	N/A		N/A		N/A			%	02/03/2004
Large/Mid Cap Value- Class A
Pre-Tax	18.41	%	15.43	%	10.61	%	N/A		8.30	%	07/14/1999
Pre-Liquidation After Tax	10.22	%	11.88	%	8.57	%	N/A		6.91	%	07/14/1999
Post Liquidation After Tax	8.70	%	11.17	%	7.98	%	N/A		6.41	%	07/14/1999
Large/Mid Cap Value- Class B
Pre-Tax	17.54	%	14.56	%	9.79	%	N/A		7.32	%	07/15/1999
Pre-Liquidation After Tax	15.62	%	13.07	%	8.93	%	N/A		6.70	%	07/15/1999
Post Liquidation After Tax	12.28	%	12.26	%	8.33	%	N/A		6.24	%	07/15/1999
Large/Mid Cap Value- Class C
Pre-Tax	17.63	%	N/A		N/A		N/A			%	02/03/2004
Pre-Liquidation After Tax	15.67	%	N/A		N/A		N/A			%	02/03/2004
Post Liquidation After Tax	12.34	%	N/A		N/A		N/A			%	02/03/2004
Annuity Shares- Class A
Pre-Tax	18.86	%	9.59	%	8.94	%	N/A		10.12	%	05/28/1998
Pre-Liquidation After Tax	15.87	%	7.99	%	7.56	%	N/A		8.64	%	05/28/1998
Post Liquidation After Tax	18.37	%	13.56	%	11.39	%	N/A		7.92	%	01/01/2000
Small Cap Value- Class A
Pre-Tax	19.69	%	9.76	%	8.19	%	8.26	%	N/A		03/24/1994
Pre-Liquidation After Tax	8.65	%	5.59	%	5.71	%	6.60	%	N/A		03/24/1994
Post Liquidation After Tax	11.18	%	5.97	%	5.65	%	6.35	%	N/A		03/24/1994
Small Cap Value- Class B
Pre-Tax	18.82	%	8.94	%	7.38	%	7.42	%	N/A		08/25/1995
Pre-Liquidation After Tax	13.62	%	6.59	%	5.98	%	6.31	%	N/A		08/25/1995
Post Liquidation After Tax	15.08	%	6.94	%	5.94	%	6.12	%	N/A		08/25/1995
Small Cap Value- Class C			%
Pre-Tax	18.54	%	N/A		N/A		N/A		8.17	%	02/03/2004
Pre-Liquidation After Tax	13.50	%	N/A		N/A		N/A		5.81	%	02/03/2004
Post Liquidation After Tax	14.90	%	N/A		N/A		N/A		6.28	%	02/03/2004
Strategic Growth- Class A
Pre-Tax	10.41	%	8.24	%	3.91	%	N/A		0.45	%	10/05/2000
Pre-Liquidation After Tax	3.80	%	5.96	%	2.59	%	N/A		-0.56	%	10/05/2000
Post Liquidation After Tax	3.81	%	5.36	%	2.37	%	N/A		-0.36	%	10/05/2000
Strategic Growth- Class B
Pre-Tax	9.53	%	7.46	%	3.11	%	N/A		-0.25	%	10/09/2000
Pre-Liquidation After Tax	8.86	%	7.16	%	2.95	%	N/A		-0.39	%	10/09/2000
Post Liquidation After Tax	7.09	%	6.40	%	2.67	%	N/A		-0.22	%	10/09/2000
Strategic Growth- Class C
Pre-Tax	9.51	%	N/A		N/A		N/A		7.22	%	02/03/2004
Pre-Liquidation After Tax	8.85	%	N/A		N/A		N/A		6.92	%	02/03/2004
Post Liquidation After Tax	7.08	%	N/A		N/A		N/A		6.19	%	02/03/2004
Money Market- No-Load CLass
Pre-Tax	4.17	%	2.58	%	1.82	%	N/A		2.61	%	07/09/1999
Pre-Liquidation After Tax	2.76	%	1.66	%	1.16	%	N/A		1.62	%	07/09/1999
Post Liquidation After Tax	2.76	%	1.66	%	1.16	%	N/A		1.62	%	07/09/1999

A fund’s “yield” is determined in accordance with the method defined by the Securities and Exchange Commission. A yield quotation is based on a 30 day (or one month) period and is computed by dividing the net investment income per share earned during the period by the maximum offering price per share on the last day of the period, according to the following formula:

Yield = 2[(a-b/cd+1)6 – 1]

Where: a = dividends and interest earned during the period

b	=	expenses accrued for the period (net of reimbursements)
c	=	the average daily number of shares outstanding during the period that were entitled to receive dividends
d	=	the maximum offering price per share on the last day of the period

Solely for the purpose of computing yield, dividend income recognized by accruing 1/360 of the stated dividend rate of the security each day that a fund owns the security. Generally, interest earned (for the purpose of “a” above) on debt obligations is computed by reference to the yield to maturity of each obligation held based on the market value of the obligation (including actual accrued interest) at the close of business on the last business day prior to the start of the 30-day (or one month) period for which yield is being calculated, or, with respect to obligations purchased during the month, the purchase price (plus actual accrued interest). With respect to the treatment of discount and premium on mortgage or other receivable-backed obligations which are expected to be subject to monthly paydowns of principal and interest, gain or loss attributable to actual monthly paydowns is accounted for as an increase or decrease to interest income during the period and discount or premium on the remaining security is not amortized.

COMPARISONS AND ADVERTISEMENTS

To help investors better evaluate how an investment in a Fund might satisfy their investment objective, advertisements regarding the Fund may discuss total return for the Fund as reported by various financial publications. Advertisements may also compare total return to total return as reported by other investments, indices, and averages. The following publications, indices, and averages may be used:

Lipper Mutual Fund Performance Analysis;

Lipper Mutual Fund Indices;

CDA Weisenberger; and

Morningstar

From time to time, a Fund may also include in sales literature and advertising (including press releases) TPL comments on current news items, organizations which violate the Funds’ philosophy (and are screened out as unacceptable portfolio holdings), channels of distribution and organizations which endorse the Funds as consistent with their philosophy of investment.

FINANCIAL STATEMENTS

The Trust’s financial statements, including the notes thereto, dated December 31, 2006, which have been audited by Cohen Fund Audit Services, Ltd. (f.k.a. Cohen McCurdy, Ltd.), are incorporated by reference from the Timothy Plan’s 2006 Annual Report to Shareholders.

APPENDIX 1

PROXY VOTING POLICY

PREFACE

Timothy Partners, Ltd. (“Advisor”) is registered with the Securities and Exchange Commission as an investment advisor under the Investment Advisers Act of 1940, as amended (“Advisers Act”). Pursuant to an advisory agreement between Advisor and The Timothy Plan (the “Trust”), Advisor manages the assets of the Timothy Plan Funds (the “Funds”). As the investment adviser to the Funds, Advisor is responsible for voting all proxies related to securities held in the Funds’ investment portfolios. Because the Fund sub-advisors, under the close scrutiny of the Advisor, perform economic and management analyses of the companies in which the Funds are invested, Advisor looks to the Fund sub-advisors to vote proxies, and each sub-advisors’ proxy policies and procedures are incorporated herein by specific reference.

Advisor, consistent with its fiduciary duties and pursuant to Rule 206(4)-6 under the Advisers Act, has designed this proxy voting policy (the “Policy”) to reflect its commitment to vote all proxies, when called upon to vote by a sub-advisor who perceives a potential conflict or for any other reason, in a manner consistent with the best interests of the Funds’ shareholders. Sub-advisors, and Advisor, consistent with their duty of care, will monitor corporate actions for those issuers whose securities are called upon to vote. Consistent with its duty of loyalty, Advisor will, in all cases, vote, or cause sub-advisors to vote, to promote the Funds’ shareholders’ best interests. In determining how to vote proxies, Advisor and sub-advisors shall initially review each Proxy subject to perform an analysis of the impact each issue may have pursuant to the moral considerations set forth in the Prospectus, and shall vote in a manner not inconsistent with those moral considerations. Further, Advisor and sub-advisors will not subordinate the economic interest of the Funds’ shareholders to their own interests or to that of any other entity or interested party.

KEY PROXY VOTING ISSUES

All votes shall initially be reviewed subject to an analysis of the impact each issue may have pursuant to the moral considerations set forth in the Prospectus. Subsequent to the moral analysis, all votes shall be on a company-by-company basis, and each issue shall be considered in the context of the company under review, and the various economic impacts such issues may have on the Funds’ stated investment objectives. Advisor will give great weight to the views of management if and only if the issues involved will not have a negative impact on Funds’ shareholder values. In all other cases, Advisor will engage in an independent analysis of the impact that the proposed action will have on shareholder values.

1. Board of Directors

Electing directors is one of the most important rights of stock ownership that company shareholders can exercise. Advisor believes that company directors should act in the long-term interests of the company’s shareholders and the company as a whole. Generally, subsequent to the moral considerations addressed above, when called upon by a sub-advisor to vote, Advisor will vote in favor of director nominees that have expressed and/or demonstrated a commitment to the interest of the company’s shareholders. Advisor will consider the following factors in deciding how to vote proxies relating to director elections:

• In re-electing incumbent directors, the long-term performance of the company relative to its peers – Advisor will not vote to re-elect a board if the company has had consistent poor performance relative to its peers in the industry, unless the board has taken or is attempting to take steps to improve the company’s performance.

• Whether the slate of director nominees promotes a majority of independent directors on the full board – Advisor believes that it is in the best interest of all company shareholders to have, as a majority, directors that are independent of management.

• A director nominee’s attendance at less than 75% of required meetings – frequent non-attendance at board meetings will be grounds for voting against re-election.

• Existence of any prior SEC violations and/or other criminal offenses – Advisor will not vote in favor of a director nominee who, to Advisor’s actual knowledge, is the subject of SEC or other criminal enforcement actions.

Advisor believes that it is in the shareholders’ best interests to have bright and experienced directors serving on a company’s board. To this end, Advisor believes that companies should be allowed to establish director compensation packages that attract and retain desirable directors. Advisor will consider whether proposals relating to director compensation are reasonable in relation to the company’s performance and resources. Advisor will vote in favor of proposals that seek to impose reasonable limits on director compensation.

In all other issues that may arise relating to the Board of Directors, Advisor will vote against all proposals that benefit directors at the expense of shareholders, and in favor of all proposals that do not unreasonably abrogate the rights of shareholders. As previously stated, each issue will be analyzed on an issue-by-issue basis.

2. Corporate Governance

Corporate governance issues may include, but are not limited to, the following: (i) corporate defenses, (ii) corporate restructuring proposals, (iii) proposals affecting the capital structure of a company, (iv) proposals regarding executive compensation, or (v) proposals regarding the independent auditors of the company. When called upon by a sub-advisor to vote:

i. Corporate Defenses. Although Advisor will review each proposal on a case-by-case basis, Advisor will generally vote against management proposals that (a) seek to insulate management from all threats of change in control, (b) provide the board with veto power against all takeover bids, (c) allow management or the board of the company to buy shares from particular shareholders at a premium at the expense of the majority of shareholders, or (d) allow management to increase or decrease the size of the board at its own discretion. Advisor will only vote in favor of those proposals that do not unreasonably discriminate against a majority of shareholders, or greatly alter the balance of power between shareholders, on one side, and management and the board, on the other.

ii. Corporate Restructuring. These may include mergers and acquisitions, spin-offs, asset sales, leveraged buy-outs and/or liquidations. In determining the vote on these types of proposals, Advisor will consider the following factors: (a) whether the proposed action represents the best means of enhancing shareholder values, (b) whether the company’s long-term prospects will be positively affected by the proposal, (c) how the proposed action will impact corporate governance and/or shareholder rights, (d) how the proposed deal was negotiated, (e) whether all shareholders receive equal/fair treatment under the terms of the proposed action, and/or (f) whether shareholders could realize greater value through alternative means.

iii. Capital Structure. Proposals affecting the capital structure of a company may have significant impact on shareholder value, particularly when they involve the issuance of additional stock. As such, Advisor will vote in favor of proposals to increase the authorized or outstanding stock of the company only when management provides persuasive business justification for the increase, such as to fund acquisitions, recapitalization or debt restructuring. Advisor will vote against proposals that unreasonably dilute shareholder value or create classes of stock with unequal voting rights if, over time, such action may lead to a concentration of voting power in the hands of few insiders.

iv. Executive Compensation. Advisor believes executives should be compensated at a reasonable rate and that companies should be free to offer attractive compensation packages that encourage high performance in executives because, over time, it will increase shareholder values. Advisor also believes however, that executive compensation should, to some extent, be tied to the performance of the company. Therefore, Advisor will vote in favor of proposals that provide challenging performance objectives to company executives, and which serve to motivate executives to better performance. Advisor will vote against all proposals that offer unreasonable benefits to executives whose past performance has been less than satisfactory.

Advisor will vote against shareholder proposals that summarily restrict executive compensation without regard to the company’s performance, and in favor of shareholder proposals that seek additional disclosures on executive compensation.

v. Independent Auditors. The engagement, retention and termination of a company’s independent auditors must be approved by the company’s audit committee, which typically includes only those independent directors who are not affiliated with or compensated by the company, except for directors’ fees. In reliance on the audit committee’s recommendation, Advisor generally will vote to ratify the employment or retention of a company’s independent auditors unless Advisor is aware that the auditor is not independent or that the auditor has, in the past, rendered an opinion that was neither accurate nor indicative of the company’s financial position.

3. Shareholder Rights

State law provides shareholders of a company with various rights, including, but not limited to, cumulative voting, appraisal rights, the ability to call special meetings, the ability to vote by written consent and the ability to amend the charter or bylaws of the company. When called upon by a sub-advisor to vote, Advisor will carefully analyze all proposals relating to shareholder rights and will vote against proposals that seek to eliminate existing shareholder rights or restrict the ability of shareholders to act in a reasonable manner to protect their interest in the company. In all cases, Advisor will vote in favor of proposals that best represent the long-term financial interest of Fund shareholders.

4. Social and Environmental Issues

When called upon by a sub-advisor to vote, in determining how to vote proxies in this category, Advisor will consider the following factors:

• Whether the proposal creates a stated position that could affect the company’s reputation and/or operations, or leave it vulnerable to boycotts and other negative consumer responses;

• The percentage of assets of the company that will be devoted to implementing the proposal;

• Whether the issue is more properly dealt with through other means, such as through governmental action;

• Whether the company has already dealt with the issue in some other appropriate way; and

• What other companies have done in response to the issue.

While Advisor generally supports shareholder proposals that seek to create good corporate citizenship, Advisor will vote against proposals that would tie up a large percentage of the assets of the company. Advisor believes that such proposals are inconsistent with its duty to seek long-term value for Fund shareholders. Advisor will also evaluate all proposals seeking to bring to an end certain corporate actions to determine whether the proposals adversely affect the ability of the company to remain profitable. Advisor will vote in favor of proposals that enhance or do not negatively impact long-term shareholder values.

PROXY VOTING PROCEDURES

1. The Proxy Voting Officer

Advisor hereby appoints Terry Covert as the person responsible for voting all proxies relating to securities held in the Funds’ accounts (the “Proxy Voting Officer”) when called upon by a sub-advisor to vote. The Proxy Voting Officer shall take all reasonable efforts to monitor corporate actions, obtain all information sufficient to allow an informed vote on the matter, and ensure that all proxy votes are cast in a timely fashion and in a manner consistent with this Policy.

If, in the Proxy Voting Officer’s reasonable belief, it is in the best interest of the Fund shareholders to cast a particular vote in a manner that is contrary to this policy, the Advisor shall submit a request for a waiver to the Board of Trustees of the Trust (the “Board”), stating the facts and reasons for the Proxy Voting Officer’s belief. The Proxy Voting Officer shall proceed to vote the proxy in accordance with the decision of the Board.

In addition, if, in the Proxy Voting Officer’s reasonable belief, it is in the best interest of the Fund shareholders to abstain from voting on a particular proxy solicitation, the Proxy Voting Officer shall make a record summarizing the reasons for the Proxy Voting Officer’s belief and shall present this summary to the Board along with other reports required in Section 3 below.

2. Conflict of Interest Transactions

The Proxy Voting Officer shall submit to the Trust’s Board of Trustees all proxies solicitations that, in the Proxy Voting Officer’s reasonable belief, present a conflict between the interests of the Fund shareholders on one hand, and those of an Advisor or any of its affiliated persons/entities (each, an “Advisory Entity”). Conflict of interest transactions include, but are not limited to, situations where:

• an Advisory Entity has a business or personal relationship with the participant of a proxy contest such as members of the issuers management or the soliciting shareholder(s);

• an Advisory Entity provides advisory, brokerage, underwriting, insurance or banking or other services to the issuer whose management is soliciting proxies;

• an Advisory Entity has a personal or business relationship with a candidate for directorship; or

• an Advisory Entity manages a pension plan or administers an employee benefit plan, or intends to pursue an opportunity to do so.

In all such cases, the materials submitted to the Board shall include the name of the affiliated party whose interests in the transaction are believed to be contrary to the interests of the Funds, a brief description of the conflict, and any other information in the Proxy Voting Officer’s possession that would to enable the Board to make an informed decision on the matter. The Proxy Voting Officer shall vote the proxy in accordance with the direction of the Board.

3. Report to the Board of Trustees

The Proxy Voting Officer shall, from reports received from sub-advisors and votes cast when called upon by a sub-advisor to vote, compile and present to the Board of Trustees an annual report of all proxy solicitations received by the Funds, including for each proxy solicitation, (i) the name of the issuer, (ii) the exchange ticker symbol for the security, (iii) the CUSIP number, (iv) the shareholder meeting date; (iv) a brief identification of the matter voted on, (v) whether the matter was proposed by the management or by a security holder; (vi) whether the Proxy Voting Officer cast its vote on the matter and if not, an explanation of why no vote was cast; (vii) how the vote was cast (i.e., for or against the proposal); (viii) whether the vote was cast for or against management; and (ix) whether the vote was consistent with this Policy, and if

inconsistent, an explanation of why the vote was cast in such manner. The report shall also include a summary of all transactions which, in the Proxy Voting Officer’s reasonable opinion, presented a potential conflict of interest, and a brief explanation of how each conflict was resolved.

4. Responding to Fund Shareholders’ Request for Proxy Voting Disclosure

Consistent with this Policy, Advisors shall submit to Timothy Partners, Ltd. a complete proxy voting record to be filed with the Securities and Exchange Commission on an annual basis for each period ending June 30^th on SEC Form N-PX. In addition, the Proxy Voting Officer shall make the Fund’s proxy voting record available to any Fund shareholder who may wish to review such record through The Timothy Plan website. The Timothy Plan website shall notify shareholders of the Fund that the Fund’s proxy voting record and a copy of this Policy is available, without charge, to the shareholders by calling the Trust’s toll-free number as listed in its current prospectus. Timothy Partners shall respond to all shareholder requests for records within three business days of such request by first-class mail or other means designed to ensure prompt delivery.

RECORD KEEPING

In connection with this Policy, the Proxy Voting Officer, when called upon by a sub-advisor to vote, shall maintain a record of the following:

• copies all proxies solicitations received by the Fund, including a brief summary of the name of the issuer of the portfolio security, the exchange ticker symbol for the security, the CUSIP number, and the shareholder meeting date;

• a reconciliation of the proxy solicitations received and number of shares held by the Fund in the company;

• the analysis undertaken to ensure that the vote cast is consistent with this Policy;

• copies, if any, of all waiver request submitted to the Board and the Board’s final determination relating thereto;

• copies, if any, of all documents submitted to the Board relating to conflict of interest transactions and the Board’s final determination relating thereto;

• copies of any other documents created or used by the Proxy Voting Officer in determining how to vote the proxy;

• copies of all votes cast;

• copies of all quarterly summaries presented to the Board; and

• copies of all shareholder requests for the Fund’s proxy voting record and responses thereto.

All records required to be maintained under this Policy shall be maintained in the manner and for such period as is consistent with other records required to be maintained by Advisor pursuant to Rule 204-2 of the Advisers Act. Copies shall be provided to Timothy Partners promptly upon request.

PROXY VOTING POLICY

SUMMARY

Timothy Partners, Ltd. (“Advisor”) is registered with the Securities and Exchange Commission as an investment advisor under the Investment Advisers Act of 1940, as amended (“Advisers Act”). Pursuant to an advisory agreement between Advisor and The Timothy Plan (the “Trust”), Advisor manages the assets of The Timothy Plan Family of Funds (the “Funds”). As the investment adviser to the Funds, Advisor is responsible for voting all proxies related to securities held in their investment portfolios. With the approval of the Board of Trustees of the Trust (the “Board”), the Advisor has delegated day-to-day money management responsibilities for certain of the Funds to sub-advisors. Because a Fund’s sub-advisor, under the close scrutiny of the Advisor, monitors and reviews the companies in which the Fund invests, the Advisor has delegated its authority to vote proxies to the Fund’s sub-advisor. Each sub-advisor’s proxy voting policies and procedures have been reviewed by the Advisor and the Board.

Advisor, consistent with its fiduciary duties and pursuant to Rule 206(4)-6 under the Advisers Act, will vote, or cause the Funds’ sub-advisors to vote, proxies in a manner that promotes the shareholders’ best interests. In determining how to vote proxies, Advisor and the sub-advisors shall review each proxy proposal, analyze the impact each proposal may have on the moral considerations set forth in the Funds’ Prospectus, and shall vote in a manner not inconsistent with those moral considerations. Advisor and the sub-advisors will not subordinate the economic interests of the Funds’ shareholders to their own interests or to that of any other entity or interested party. In the event that a conflict of interest arises between Advisor or a sub-advisor and Fund, a complete description of the conflict will be presented to the Board, and the proxy will be voted as directed by the Board.

A copy of Advisor’s Proxy Voting Policies and Procedures may be obtained by calling The Timothy Plan at 1-800-846-7526 or may be viewed on line at www.timothyplan.com. A copy also may be obtained from Fund documents filed with the SEC at its website www.sec.gov. A record of the actual proxy votes cast by each Fund also is available upon request made to The Timothy Plan either by phone or by contacting us on our website.

The Timothy Plan

1055 Maitland Center Commons Blvd.

Winter Park, FL 32751

www.timothyplan.com

E-mail invest@timothyplan.com

Tel (800) 846-7526

The Timothy Plan

1055 Maitland Center Commons

Maitland, FL 32751

www.timothyplan.com

E-mail invest@timothyplan.com

Tel (800) 846-7526

PART C. OTHER INFORMATION

Item 23. Exhibits.

(a) Articles of Incorporation – Agreement and Declaration of Trust, filed as an Exhibit to Registrant’s Post-Effective Amendment No. 4, is hereby incorporated by reference.

(b) By-Laws – filed as an Exhibit to Registrant’s Post-Effective Amendment No. 4, is hereby incorporated by reference.

(c) Instruments Defining Rights of Security Holders – See Declaration of Trust, filed as an Exhibit to Registrant’s Post-Effective Amendment No. 4, and incorporated herein by reference.

(d) Investment Advisory Contracts.

(1) Registrant’s Form of Amendment to the Investment Advisory Agreement dated May 1, 1999 with Timothy Partners, Ltd., which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 9, is hereby incorporated by reference.

(2) Registrant’s Form of Amendment to the Investment Advisory Agreement dated May 1, 1998 with Timothy Partners, Ltd., which was filed as an Exhibit to Registrant’s Post-Effective No. 8, is hereby incorporated by reference.

(3) Registrant’s Form of Amendment dated March 12, 1997 to the Investment Advisory Agreement dated January 19, 1994 with Timothy Partners, Ltd., which was filed as an Exhibit to Registrant’s Post-Effective No. 6, is hereby incorporated by reference.

(4) Registrant’s Form of Amendment dated August 28, 1995 to the Investment Advisory Agreement dated January 19, 1994 with Timothy Partners, Ltd., which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 4, is hereby incorporated by reference.

(5) Registrant’s Form of Investment Advisory Agreement dated January 19, 1994 with Timothy Partners, Ltd., which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 4, is hereby incorporated by reference.

(6) Registrant’s Form of Investment Advisory Agreement dated April 27, 2001 with Timothy Partners, Ltd. on behalf of the Strategic Growth Portfolio Variable Series, which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 13 on May 1, 2001, is hereby incorporated by reference.

(7) Registrant’s Form of Investment Advisory Agreement dated April 27, 2001 with Timothy Partners, Ltd. on behalf of the Conservative Growth Portfolio Variable Series, which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 13 on May 1, 2001, is hereby incorporated by reference.

(8) Registrant’s Form of Amendment to Sub-Investment Advisory Agreement dated May 1, 1998 with Timothy Partners, Ltd. and Awad & Associates, which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 8, is hereby incorporated by reference.

(9) Registrant’s Form of Sub-Advisory Agreement dated January 1, 1997 with Timothy Partners, Ltd. and Awad & Associates, which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 5, is hereby incorporated by reference.

(10) Registrant’s Form of Sub-Advisory Agreement dated October 1, 2000 with Timothy Partners, Ltd. and Provident Investment Counselors, Inc., which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 11 on August 17, 2000, is hereby incorporated by reference.

(11) Registrant’s Form of Sub-Advisory Agreement dated October 1, 2000 with Timothy Partners, Ltd. and Rittenhouse Financial Services, Inc., which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 11 on August 17, 2001, is hereby incorporated by reference.

(12) Registrant’s Form of Amendment to the Investment Advisory Agreement dated May 1, 2004 with Timothy Partners, Ltd on behalf of the Timothy Plan US Patriot Fund, which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 19 on March 5, 2004, is hereby incorporated by reference.

(13) Registrant’s Form of Sub-Investment Advisory Agreement dated May 1, 2004 with Timothy Partners, Ltd. and Awad & Associates on behalf of the Timothy Plan Patriot Fund, which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 19 on March 5, 2004, is hereby incorporated by reference.

(14) Registrant’s Form of Sub-Investment Advisory Agreement dated March 1, 2005 with Timothy Partners, Ltd. and Westwood Management Group, on behalf of the Timothy Plan Large/Mid-Cap Value Fund, which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 25, is hereby incorporated by reference.

(15) Registrant’s Form of Sub-Advisory Agreement dated October 1, 2000 with Timothy Partners, Ltd. and Rittenhouse Financial Services, Inc, on behalf of the Timothy Plan Large/Mid-Cap Growth Fund, which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 25, is hereby incorporated by reference.

(16) Registrant’s Form of Sub-Investment Advisory Agreement dated January 1, 2006 with Timothy Partners, Ltd. and Westwood Management Group, on behalf of the Timothy Plan Small-Cap Value Fund, which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 25, is hereby incorporated by reference.

(17) Registrant’s Form of Sub-Investment Advisory Agreement dated July 1, 2004 with Timothy Partners, Ltd. and Barrow, Hanley, Mewhinney & Strauss, on behalf of the Timothy Plan Fixed Income and Money Market Funds, which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 19, is hereby incorporated by reference.

(18) Registrant’s Form of Sub-Investment Advisory Agreement dated May 1, 2007 with Timothy Partners, Ltd. and Barrow, Hanley & Mewhinney, on behalf of the Timothy Plan High Yield Fund, is filed herein as Exhibit 99d-18.

(19) Registrant’s Form of Amendment to the Investment Advisory Agreement dated May 1, 2007 with Timothy Partners, Ltd on behalf of the Timothy Plan High Yield Fund and Timothy Plan International Fund, is filed herein as Exhibit 99d-19.

(20) Registrant’s Form of Sub-Investment Advisory Agreement dated May 1, 2007 with Timothy Partners, Ltd. and Eagle Global Advisors, on behalf of the Timothy Plan International Fund, is filed herein as Exhibit 99d-20.

e. Underwriting Contracts

(1) Form of Registrant’s Underwriting Agreement dated July 1, 1997 with Timothy Partners, Ltd., which was filed as an Exhibit to Registrant’s Post-Effective No. 6, is hereby incorporated by reference.

(2) Form of Registrant’s Amendment to Underwriting Agreement dated May 1, 2004 with Timothy Partners Ltd. on behalf of the Timothy Plan US Patriot Fund, which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 19 on March 5, 2004, is hereby incorporated by reference.

f. Bonus or Profit Sharing Contracts – Not Applicable

g. Custodian Agreements

(1) Form of Custodian Agreement – which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 15, is hereby incorporated by reference.

h. Other Material Contracts

(1) Form of Registrant’s Amendment dated May 1, 1996 to Registrant’s Administrative Agreement dated January 19, 1994 with Covenant Financial Management, Inc., which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 4, is hereby incorporated by reference.

(2) Form of Registrant’s Administrative Agreement dated January 19, 1994 with Covenant Financial Management, Inc., which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 4, is hereby incorporated by reference.

(3) Form of Registrant’s Form of Participation Agreement dated May 1, 1998 on behalf of The Timothy Plan Variable Series with Annuity Investors Life Insurance Company and Timothy Partners, Ltd., which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 9, is hereby incorporated by reference.

(4) Form of Registrant’s Mutual Fund Services Agreement with Citco-Quaker Fund Services, Inc., dated May 1, 2003, which was filed as an Exhibit to Registrant’s Post-effective Amendment No. 17, is hereby incorporated by reference.

(5) Powers of Attorney, which were filed as an Exhibit to Registrant’s Post-Effective Amendment No. 20, are hereby incorporated by reference.

(6) Form of Registrant’s Mutual Fund Services Agreement with Unified Fund Services, Inc., dated December 4, 2006, is filed herein as Exhibit 99h-6.

i. Opinion and Consent of Counsel – Form of Opinion and Consent of David Jones & Assoc., P.C.- is filed herein as Exhibit 99i.

j. Consent of Independent Auditors – Opinion and Consent of Cohen Fund Audit Services, Ltd.- is filed herein as Exhibit 99j.

k. Omitted Financial Statements – None

l. Initial Capital Agreements –

(1) Investment letters between the Registrant and its initial shareholders, which were filed as an Exhibit to Registrant’s Post-Effective Amendment No. 4, are hereby incorporated by reference.

m. Rule 12b-1 Plans

(1) Registrant’s Plan of Distribution for Class A Shares, which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 9, is hereby incorporated by reference.

(2) Registrant’s Plan of Distribution for Class B Shares, which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 9, is hereby incorporated by reference.

(3) Registrant’s Plan of Distribution for Class C shares, which was filed as an Exhibit to Registrant’s Post-effective Amendment # 18 on December 4, 2003, is hereby incorporated herein by reference.

(4) Registrant’s Amendment to Plan of Distribution for Class A Shares, adding the Timothy Plan Patriot Fund, which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 19 on March 5, 2004, is hereby incorporated by reference.

(5) Registrant’s amended Plan of Distribution for Class C shares, adding the Timothy Plan US Patriot Fund, which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 19 on March 5, 2004, is hereby incorporated by reference.

(6) Registrant’s Amendment to Plan of Distribution for Class A Shares, adding the Timothy Plan High Yield Fund and Timothy Plan International Fund, is filed herein as Exhibit 99m-6.

(7) Registrant’s Amendment to Plan of Distribution for Class C Shares, adding the Timothy Plan High Yield Fund and Timothy Plan International Fund, is filed herein as Exhibit 99m-7.

n. Rule 18f-3 Plan –

(1) Registrant’s Multiple Class Plan, which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 6, is hereby incorporated by reference.

o. Reserved

p. Code of Ethics –

(1) Form of Code of Ethics for the Timothy Plan and Timothy Partners Ltd., which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 11 on August 17, 2001, is hereby incorporated by reference.

(2) Form of Code of Ethics of Awad Asset Management, which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 25, is hereby incorporated by reference.

(3) Form of Code of Ethics of Provident Investment Counsel, which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 25, is hereby incorporated by reference.

(4) Form of Code of Ethics of Barrow, Hanley, Mewhinney & Strauss, which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 25, is hereby incorporated by reference.

(5) Form of Code of Ethics of Westwood Management Group, which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 25, is hereby incorporated by reference.

(6) Form of Code of Ethics of Rittenhouse Financial Services, Inc., which was filed as an Exhibit to Registrant’s Post-Effective Amendment No. 25, is hereby incorporated by reference.

Item 24. Persons Controlled by or Under Common Control with Registrant.

See “General Information - Holders of more than 5% of Each Fund’s Shares” in the Statement of Additional Information dated May 1, 2007.

Item 25. Indemnification.

Under the terms of the Delaware Business Trust Act and the Registrant’s Agreement and Declaration of Trust and By-Laws, no officer or Trustee of the Trust shall have any liability to the Trust or its shareholders for damages, except to the extent such limitation of liability is precluded by Delaware law, the Agreement and Declaration of Trust or the By-Laws.

The Delaware Business Trust Act, section 3817, permits a business trust to indemnify any trustee, beneficial owner, or other person from and against any claims and demands whatsoever. Section 3803 protects a trustee, when acting in such capacity, from liability to any person other than the business trust or beneficial owner for any act, omission, or obligation of the business trust or any trustee thereof, except as otherwise provided in the Agreement and Declaration of Trust.

The Agreement and Declaration of Trust provides that the Trustees shall not be responsible or liable in any event for any neglect or wrong-doing of any officer, agent, employee, manager or principal underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, and, subject to the provisions of the By-Laws, the Trust out of its assets may indemnify and hold harmless each and every officer and Trustee of the Trust from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising

out of or related to such Trustee’s performance of his or her duties as a officer or Trustee of the Trust; provided that nothing contained in the Agreement and Declaration of Trust shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any shareholder to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

The By-Laws provide indemnification for an officer or Trustee who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Trust), by reason of the fact that such person is or was an agent of the Trust, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if it is determined that such person acted in good faith and reasonably believed: (a) in the case of conduct in his official capacity as an agent of the Trust, that his conduct was in the Trust’s best interests and (b) in all other cases, that his conduct was at least not opposed to the Trust’s best interests and (c) in the case of a criminal proceeding, that he had no reasonable cause to believe the conduct of that person was unlawful.

The termination of any proceeding by judgment, order or settlement shall not of itself create a presumption that the person did not meet the requisite standard of conduct set forth above. The termination of any proceeding by conviction, or a plea of nolo contendere or its equivalent, or any entry of an order of probation prior to judgment, shall create a rebuttable presumption that the person did not meet the requisite standard of conduct set forth above.

The By-Laws further provide indemnification for an officer or Trustee who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Trust to procure a judgment in its favor by reason of the fact that the person is or was an agent of the Trust, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if that person acted in good faith, in a manner that person believed to be in the best interests of the Trust and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

The By-Laws provide no right to indemnification for any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of an officer’s or Trustee’s office with the Trust. Further no indemnification shall be made:

(a) In respect of any proceeding as to which an officer or Trustee shall have been adjudged to be liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person’s official capacity; or

(b) In respect of any proceeding as to which an officer or Trustee shall have been adjudged to be liable in the performance of that person’s duty to the Trust, unless and only to the extent that the court in which that action was brought shall determine upon application that in view of all the relevant circumstances of the case, that person is fairly and reasonably entitled to indemnity for the expenses which the court shall determine; however, in such case, indemnification with respect to any proceeding by or in the right of the Trust or in which liability shall have been adjudged by reason of the disabling conduct set forth in the preceding paragraph shall be limited to expenses; or

(c) Of amounts paid in settling or otherwise disposing of a proceeding, with or without court approval, or of expenses incurred in defending a proceeding which is settled or otherwise disposed of without court approval, unless the required approval as set forth below is obtained.

The By-Laws provide to the extent that an officer or Trustee has been successful, on the merits or otherwise, in the defense of any proceeding as set forth above before a court or other body before whom a proceeding was brought, the officer or Trustee shall be indemnified against expenses actually and reasonably incurred by the officer or Trustee in connection therewith, provided that the Board of Trustees, including a majority who are disinterested, non-party Trustees, also determines that based upon a review of the facts, the officer or Trustee was not liable by reason of the disabling conduct also as set forth above.

Except as provided for in the preceding paragraph, the By-Laws provide that any indemnification provided therein shall be made by the Trust only if authorized in the specific case on a determination that indemnification of the officer or Trustee is proper in the circumstances because the officer or Trustee has met the applicable standard of conduct as set forth above and is not prohibited from indemnification because of the disabling conduct also as set forth above, by:

(a) A majority vote of a quorum consisting of Trustees who are not parties to the proceeding and are not interested persons of the Trust (as defined in the Investment Company Act of 1940);

(b) A written opinion by an independent legal counsel; or

(c) The shareholders; however, shares held by an officer or Trustee who is a party to the proceeding may not be voted on the subject matter.

The By-Laws permit expenses incurred in defending any proceeding as set forth above to be advanced by the Trust before the final disposition of the proceeding if (a) receipt of a written affirmation by the officer or Trustee of his good faith belief that he has met the standard of conduct necessary for indemnification as set forth therein and a written undertaking by or on behalf of the officer or Trustee, such undertaking being an unlimited general obligation to repay the amount of the advance if it is ultimately determined that he has not me those requirements, and (b) a determination would not preclude indemnification as set forth therein. Determinations and authorizations of payments must be made in the manner specified above for determining that the indemnification is permissible.

No indemnification or advance is permitted under the By-Laws, with limited exceptions as set forth therein, in any circumstances where it appears:

(a) That it would be inconsistent with a provision of the Agreement and Declaration of Trust of the Trust, a resolution of the shareholders, or an agreement in effect at the time of accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or

(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

The Trustees and officers of the Trust are entitled and empowered under the Agreement and Declaration of Trust and By-Laws, to the fullest extent permitted by law, to purchase errors and omissions liability insurance with assets of the Trust, whether or not a Fund would have the power to indemnify him against such liability under the Agreement and Declaration of Trust or By-Laws.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the Trustees, the officers, the underwriter or control persons of the Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable.

Item 26. Business and Other Connections of the Investment Manager

Timothy Partners, Ltd. (“TPL”) serves as investment adviser of the Trust. Form ADV Part I of TPL as filed with the Securities and Exchange Commission via the NASDR’s IARD system is hereby incorporated by reference.

Covenant Financial Management, Inc. is a marketing/consulting firm owned by Arthur D. Ally that renders consulting advice to TPL with regard to marketing plans to be employed to target potential investor groups that might be interested in investing in the Trust because of its investment objectives and criteria.

Item 27. Principal Underwriter.

(a) Timothy Partners, Ltd. (“TPL”) is the principal underwriter for the Trust and currently acts as underwriter only for the Trust.

(b) The table below sets forth certain information as to the Underwriter’s directors, officers and control persons:

Name and Principal Business Address	Positions and Offices with the Underwriter	Positions and Offices with the Trust
Arthur D. Ally 1055 Mailtand Center Commons Maitland, FL 32751	President of TPL	Chairman, President and Treasurer

(c) None

Item 28. Location of Accounts and Records.

Each account, book or other document required to be maintained by Section 31(a) of the 1940 Act and Rules 17 CFR 270.31a-1 to 31a-3 promulgated thereunder, is maintained by the Trust at 1055 Maitland Center Commons, Maitland, Florida 32751, except for those maintained by the Trust’s custodian, US Bank, N.A., 425 Vine Street, Cincinnati, Ohio, 45202, and the Registrant’s administrator, transfer, redemption and dividend disbursing agent and accounting services agent, Unified Fund Services, Inc., 431 North Pennsylvania Street, Indianapolis, IN 46202.

Item 29. Management Services.

All substantive provisions of any management-related service contract are discussed in Parts A and B of this Registration Statement.

Item 30. Undertakings.

Registrant hereby undertakes, if requested by the holders of at least 10% of the Registrant’s outstanding shares, to call a meeting of shareholders for the purpose of voting upon the question of removal of a director(s) and to assist in communications with other shareholders in accordance with Section 16(c) of the 1940 Act, as though Section 16(c) applied.

Registrant hereby undertakes to furnish each person to whom a prospectus is delivered with a copy of its latest annual report to shareholders, upon request and without charge.

Registrant hereby undertakes to carry out all indemnification provisions of its Agreement and Declaration of Trust and By-Laws in accordance with Investment Company Act Release No. 11330 (Sept. 4, 1980) and successor releases.

Insofar as indemnifications for liability arising under the Securities Act of 1933, as amended (“1933 Act”), may be permitted to directors, officers and controlling person of the Registrant pursuant to the provision under Item 27 herein, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefor, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, The Timothy Plan (the “Trust”) hereby certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(a) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 28 to its Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereto duly authorized, in the city of Winter Park and the State of Florida on May 1, 2007.

THE TIMOTHY PLAN

By: /s/ Arthur D. Ally

ARTHUR D. ALLY

Chairman, President and Treasurer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 28 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Arthur D. Ally ARTHUR D. ALLY	Chairman, President & Treasurer- Trustee	May 1, 2007
/s/ Joseph E. Boatwright* JOSEPH E. BOATWRIGHT	Trustee, Secretary	May 1, 2007
/s/ Matthew D. Staver* MATHEW D. STAVER	Trustee	May 1, 2007
/s/ Wesley W. Pennington* WESLEY W. PENNINGTON	Trustee	May 1, 2007
/s/ Charles E. Nelson* CHARLES E. NELSON	Trustee	May 1, 2007
/s/ Scott Preissler, Ph.D.* SCOTT PREISSLER, Ph.D.	Trustee	May 1, 2007
/s/ Alan M. Ross* ALAN M. ROSS	Trustee	May 1, 2007
/s/ Kathryn T. Martinez* KATHRYN T. MARTINEZ	Trustee	May 1, 2007
/s/ Richard W. Copeland* RICHARD W. COPELAND	Trustee	May 1, 2007

/s/ William W. Johnson* WILLAM W. JOHNSON	Trustee	May 1, 2007
/s/ John C. Mulder* JOHN C. MULDER	Trustee	May 1, 2007
/s/ David J. Tolliver* DAVID J. TOLLIVER	Trustee	May 1, 2007

* By Arthur D. Ally, Attorney-In-Fact under Powers of Attorney

Exhibit Index
Exhibit 99d-18	Form of Sub-Advisory Agreement with Barrow Hanley Mewhinney & Strauss
Exhibit 99d-19	Form of Amendment with Advisory Agreement with Timothy Partners, Ltd.
Exhibit 99d-20	Form of Sub-Advisory Agreement with Eagle Global Advisors
Exhibit 99h-6	Form of Mutual Fund Services Agreement with Unified Fund Services, Inc.
Exhibit 99i	Opinion and Consent of David Jones & Assoc., P.C.
Exhibit 99j	Consent of Cohen Fund Audit Services. Ltd.
Exhibit 99m-6	Form of Amendment to Class A Shares 12b-1 Plan
Exhibit 99m-7	Form of Amendment to Class C Shares 12b-1 Plan

EX-99.D18

Sub-Advisory Agreement

The Timothy Plan

THIS AGREEMENT is made and entered into as of the 1^st day of May, 2007, by and between The Timothy Plan, a Delaware business trust (the “Trust”), Timothy Partners, Ltd., a Florida Limited Partnership and Investment Adviser to the Trust (the “Adviser”), and Barrow, Hanley, Mewhinney & Strauss, Inc. a Nevada corporation (the “Investment Manager”).

WHEREAS, the Trust is a diversified, open-end management investment company, registered under the Investment Company Act of 1940, as amended (the “Act”), and authorized to issue an indefinite number of series of shares representing interests in separate investment portfolios (each referred to as a “Series” and collectively, as the “Series”); and

WHEREAS, the Trust presently issues seven Series as follows:

The Timothy Plan Aggressive Growth Fund

The Timothy Plan Small-Cap Value Fund (formerly the Timothy Plan)

The Timothy Plan Large/Mid-Cap Value Fund

The Timothy Plan Large/Mid-Cap Growth Fund

The Timothy Plan Fixed-Income Fund

The Timothy Plan International Fund

The Timothy Plan Money Market Fund

The Timothy Plan Strategic Growth Portfolio

The Timothy Plan Conservative Growth Portfolio

The Timothy Plan Small-Cap Variable Series (formerly the Timothy Plan Variable Series)

The Timothy Plan Conservative Growth Variable Portfolio

The Timothy Plan Strategic Growth Variable Portfolio; and

WHEREAS, Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, and engages in the business of asset management; and

WHEREAS, Investment Manager is registered as an investment adviser under the Investment Advisers Act of 1940, and engages in the business of asset management; and

WHEREAS, the Trust has engaged the Adviser to provide investment management services to the Trust, and

WHEREAS, the Adviser desires to retain Investment Manager to render certain investment management services to the Timothy Plan Fixed-Income Fund, the Timothy Plan Fixed-Income Variable Series and the Timothy Plan Money Market Fund (the “Portfolios”), and Investment Manager is willing to render such services; and

WHEREAS, the Trust consents to the engagement of Investment Manager by Adviser.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. Obligations of Investment Manager

(a) Services. Investment Manager agrees to perform the following services (the “Services”) for the Portfolios:

(1) manage the investment and reinvestment of each Portfolio’s assets;

(2) continuously review, supervise, and administer the investment program of each Portfolio;

determine, in its discretion, the securities to be purchased, retained or sold (and implement those decisions);

(4) provide the Trust and Adviser with fund investment transaction records concerning Investment Manager’s activities which the Trust is required to maintain; and

render regular reports to the Trust’s and Adviser’s officers and directors concerning Investment Manager’s discharge of the foregoing responsibilities.

The foregoing services described in this Paragraph 1(a) collectively are hereafter called the “Services”

Investment Manager shall discharge the foregoing responsibilities subject to the control of the officers and directors of the Adviser and trustees of the Trust and in compliance with such policies as the trustees may from time to time establish, and in compliance with the objectives, policies, and limitations of the Portfolios set forth in the Trust’s prospectus and statement of additional information, as amended from time to time, and with all applicable laws and regulations. All Services to be furnished by Investment Manager under this Agreement may be furnished through the medium of any directors, officers or employees of Investment Manager or through such other parties as Investment Manager may determine from time to time.

Investment Manager agrees, at its own expense or at the expense of one or more of its affiliates, to render the Services and to provide the office space, furnishings, equipment and personnel in sufficient amounts and manner to perform the Services on the terms and for the compensation provided herein. Investment Manager shall authorize and permit any of its officers, directors and employees, who may be elected as directors or officers of the Trust, to serve in the capacities in which they are elected.

Investment Manager shall authorize and permit any of its officers, directors, and employees, who may be elected as directors or officers of the Trust, to serve in the capacities in which they are elected.

Unless expressly assumed under this Agreement by Investment Manager, the Trust shall pay all costs and expenses normally incurred in connection with the Trust’s operation and organization.

(b) Books and Records. All books and records prepared and maintained by Investment Manager for the benefit of the Trust under this Agreement shall be the property of the Trust and, upon request therefor, Investment Manager shall surrender to the Trust copies of such of the books and records so requested. The Trust acknowledges that Investment Manager is required to maintain books and records of its activities, and agrees to allow Investment Manager to retain copies of such records of the Trust as required under federal law. Investment Manager agrees not to use any records of the Trust for any purpose other than for the provision of the Services to the Trust.

2. Portfolio Transactions.

Investment Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolios and is directed to use commercially reasonable efforts to obtain the best net results as described in the Trust’s prospectus from time to time. The Trust has adopted procedures pursuant to Rules 17(a) and 17(f) under the Investment Company Act of 1940 relating to transactions among a Portfolio and affiliated person thereof (Rule 17(a)), and transactions between a Portfolio and an affiliated broker or dealer (Rule 17(f)). Investment Manager shall at all times conduct its activities in compliance with such procedures. Investment Manager shall prepare a report at the end of each fiscal quarter reporting on Investment Manager’s compliance with such procedures and setting forth in reasonable detail any transactions which were in violation of such procedures. Investment Manager will promptly communicate to the officers and the directors of the Adviser and Trust such other information relating to Portfolio transactions as they may reasonably request.

3. Compensation of Investment Manager.

For its services rendered to the Portfolio, Adviser will pay to Investment Manager a fees as set forth in Exhibit “A” attached hereto. The fees shall be computed daily based upon the net asset value of the Portfolio as determined by a valuation made in accordance with the Trust’s procedures for calculating Portfolio net asset value as described in the Trust’s Prospectus and/or Statement of Additional Information. During any period when the determination of the Portfolio’s net asset value is suspended by the trustees of the Trust, the net asset value of a share of the Portfolio as of the last business day prior to such suspension shall, for the purpose of this Paragraph 3, be deemed to be net asset value at the close of each succeeding business day until it is again determined.

The fees described above are annual fees, payable 1/12^th monthly. Fees for Services rendered during any month will be paid within five (5) business days after the end of the month in which such Services were rendered. In the event that this Agreement is terminated prior to the end on a month in which Investment Manager is providing Services, the Adviser shall pay to Investment Manager fees accumulated during that month to the date of termination within five (5) business days after the end of the month in which such Services were rendered

4. Status of Investment Manager.

The services of Investment Manager to the Trust are not to be deemed exclusive, and Investment Manager shall be free to render similar services to others. Notwithstanding the foregoing, Investment Manager shall not render services to other registered investment companies which employ similar moral screening processes without first obtaining the prior written consent of the Trust to render such services.

In order to assist Investment Manager in performing the Services to the Portfolio, the Trust and/or Adviser may from time to time provide Investment Manager with information, documents, research or writings designated as proprietary by the Trust or the Adviser. Investment Manager agrees that, upon being informed that information, documents, research or writings provided to it are deemed proprietary by the Trust and/or the Adviser, Investment Manager agrees that it shall use such proprietary documents only to assist it in performing the Services to the Portfolios, and further agrees not to use, distribute, or publish, for its own benefit or for the benefit of others, information, documents, research or writings designated as proprietary by the Trust or the Adviser.

In rendering its Services to the Portfolios, Investment Manager shall be deemed to be an independent contractor.

Unless expressly authorized or requested by the Trust, Investment Manager shall have no authority to act for or represent the Trust in any way other than as an independent contractor providing the Services described in this Agreement. The parties to this Agreement acknowledge and agree that the Trust may, form time to time, authorize Investment Manager to act for or represent the Trust under limited circumstance. In such circumstance, Investment Manager may be deemed to be an agent of the Trust. Except for those circumstances in which the Trust has specifically authorized Investment Manager to act for or represent the Trust, Investment Manager shall in no way be deemed an agent of the Trust.

Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of Investment Manager, who may also be a director, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

5. Permissible Interests.

Trustees, agents, and stockholders of the Trust are or may be interested in Investment Manager (or any successor thereof) as directors, partners, officers, or stockholders, or otherwise, and directors, partners, officers, agents, and stockholders of Investment Manager are or may be interested in the Trust as trustees, stockholders or otherwise; and Adviser (or any successor) is or may be interested in the Trust as a stockholder or otherwise.

6. Liability of Investment Manager.

Pursuant to this Agreement, Investment Manager assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Investment Manager shall not be liable for any error of judgment or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Investment Company Act of 1940) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement.

7. Term.

This Agreement shall remain in effect until the 30^th day of April, 2009, and from year to year thereafter provided such continuance is approved at least annually by (1) the vote of a majority of the Board of Trustees of the Trust or (2) a vote of a “majority” (as that term is defined in the Investment Company Act of 1940) of the Trust’s outstanding securities, provided that in either event the continuance is also approved by the vote of a majority of the trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the Act) of any such party, which vote must be cast in person at meeting called for the purpose of voting on such approval; provided, however, that;

(a) the Trust or Adviser may, at any time and without the payment of any penalty, terminate this Agreement upon 60 days written notice to Investment Manager; (b) the Agreement shall immediately terminate in the event of its assignment (within the meaning of the Act and the Rules thereunder); and

(c) Investment Manager may terminate this Agreement without payment of penalty on 60 days written notice to the Trust; and

(d) the terms of paragraph 6 of this Agreement shall survive the termination of this Agreement.

8. Notices.

Except as otherwise provided in this Agreement, any notice or other communication required by or permitted to be given in connection with this Agreement will be in writing and will be delivered in person or sent by first class mail, postage prepaid or by prepaid overnight delivery service to the respective parties as follows:

If to the Trust:	If to Adviser	If to the Investment Manager:
The Timothy Plan	Timothy Partners, Ltd.	Barrow Hanley Mewhinney & Strauss
1055 Maitland Center Commons	1055 Maitland Center Commons	3232 McKinney Ave, 15th Floor
Maitland, FL 32751	Maitland, FL 32751	Dallas, TX 75204
Arthur D. Ally	By: Covenant Funds, Inc.	John S. Williams, CFA
President	Managing General Partner Arthur D. Ally, President	J. Scott McDonald, CFA

9. Amendments.

No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the Fund’s outstanding voting securities.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.

The Timothy Plan	Timothy Partners, Ltd.	Barrow, Hanley, Mewhinney, & Strauss, Inc.
Arthur D. Ally, Pres	Arthur D. Ally, Pres. Of Gen. Partner	James P. Barrow, Pres.
Joseph Boatwright, Secy.	Bonnie J. Ally, Secy.

SCHEDULE A

The Investment Manager will manage the Timothy Plan High Yield Fund, at the rate of 0.25%, the annual fee for an account value of $100 million. If the account does not reach the anticipated level of at least $100 million in assets within a reasonable time, the standard fee schedule as presented below would become effective from that time forward until the next breakpoint set forth below shall be effective. The Fee Schedule allows for rights of accumulation up to $100 million in assets at 0.25%, which represents the average fee at that level of assets.

Market Value	Annual Percentage
First $ 20,000,000	0.375 of 1	%
Next $ 30,000,000	0.25 of 1	%
Next $100,000,000	0.20 of 1	%
Above $150,000,000	0.15 of 1	%

EX-99.D19

AMENDMENT

ADVISERY AGREEMENT DATED 19 JANUARY 1994

AS AMENDED

Timothy Plan and Timothy Partners, Ltd.

This Amendment, dated May 01, 2007, by and between the Timothy Plan (the “Trust”), a Delaware business trust operating as a registered investment company under the Investment Company Act of 1940, as amended, duly organized and existing under the laws of the State of Delaware and Timothy Partners, Ltd. (the “Investment Adviser”) a Florida limited partnership and a member in good standing of the National Association of Securities Dealers, (collectively the “Parties”).

The Trust’s Board of Trustees (the “Board”), including a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Trust (the “non-interested Trustees”), have by unanimous vote, elected to introduce a new Series in the Trust, which new Series will be the High Yield Fund (the “Fund”). Having considered past investment advisory success, the Board further determined that it is prudent and in the best interests of the Trust to employ Timothy Partners, Ltd., the Adviser of the other Series offered by the Trust, as the Investment Adviser of the new Series. Consideration of the Board included but were not limited to the following:

1. The nature, quality, and extent of services to be furnished byTimothy partners. Ltd. to the Fund, including:

(a) That the breadth and the quality of investment advisory and other services to be provided to the Trust appear to be satisfactory, as evidenced in part by the performance record of the Funds offered by the Trust as compared with the performance records of a peer group of comparable funds;

(b) That the Investment Advisor appears to have the systems and highly trained personnel necessary for it to be able to provide quality service to the Fund’s shareholders; and

(c) That the Board is satisfied with the research, portfolio management, and trading services, among others, to be provided by the Investment Advisor to the Fund, and has determined that the Investment Advisor is charging fair, reasonable, and competitive fees.

(d) The risks assumed by the Investment Advisor in providing investment advisory services to the Fund is made with the recognition that the Fund’s advisory relationship with Timothy Partners. Ltd. can be terminated at any time and must be renewed on an annual basis.

2. The fairness of fee arrangements, including:

(a) That upon review of the advisory fee structures of the Fund in comparison with other similar funds, the level of investment advisory fees paid by the Fund is competitive;

(b) That the expense ratio of the Fund is generally competitive and in many instances lower than those of similar funds;

(c) That the advisory and other fees payable by the Fund to the Investment Advisor are essentially fees arrived at solely from such arm’s-length negotiation.

(d) The extent to which economies of scale could be realized as a Fund grows in assets and whether the Fund’s fees reflect these economies of scale for the benefit of Fund shareholders.

Pursuant to Section 11 of the Agreement, the Agreement is hereby amended as follows, however all other terms and conditions contained therein shall remain in full force and effect:

1. The introductory paragraph of the Agreement, as amended the 1^st day of October, 2000, shall be further amended and shall read in its entirety:

AGREEMENT, made by and between The Timothy Plan, a Delaware business trust (the “Trust”) on behalf of the following series of the Trust;

The Timothy Plan Aggressive Growth Fund

The Timothy Plan Large/Mid Cap Growth Fund

The Timothy Plan Small Cap Value Fund (formerly the Timothy Plan)

The Timothy Plan Large/Mid Cap Value Fund

The Timothy Plan Fixed Income Fund

The Timothy Plan Money Market Fund

The Timothy Plan Strategic Growth Fund

The Timothy Plan Conservative Growth Fund

The Timothy Plan Small Cap Variable Series (formerly the Timothy Plan

Variable Series)

The Timothy Plan Strategic Growth Portfolio Variable Fund

The Timothy Plan Conservative Growth Portfolio Variable Fund

The Timothy Plan High Yield Fund

And Timothy Partners, Ltd., a Florida Limited partnership (the “Investment Adviser”).

2. Effective Date. The Effective Date of this Amendment is May 01, 2007.

IN WITNESS WHEREOF, the Parties hereto have caused this amendment to be signed by their duly authorized officers on this     ^th day of March, 2007 by

Timothy Plan		Timothy Partners, Ltd.
By:	By:
Its:	Its:

AMENDMENT

ADVISERY AGREEMENT DATED 19 JANUARY 1994

AS AMENDED

Timothy Plan and Timothy Partners, Ltd.

This Amendment, dated May 01, 2007, by and between the Timothy Plan (the “Trust”), a Delaware business trust operating as a registered investment company under the Investment Company Act of 1940, as amended, duly organized and existing under the laws of the State of Delaware and Timothy Partners, Ltd. (the “Investment Adviser”) a Florida limited partnership and a member in good standing of the National Association of Securities Dealers, (collectively the “Parties”).

The Trust’s Board of Trustees (the “Board”), including a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Trust (the “non-interested Trustees”), have by unanimous vote, elected to introduce a new Series in the Trust, which new Series will be the International Fund (the “Fund”). Having considered past investment advisory success, the Board further determined that it is prudent and in the best interests of the Trust to employ Timothy Partners, Ltd., the Adviser of the other Series offered by the Trust, as the Investment Adviser of the new Series. Considerations of the Board included but were not limited to the following:

1. The nature, quality, and extent of services to be furnished by Timothy Partners. Ltd. to the Fund, including:

(a) That the breadth and the quality of investment advisory and other services to be provided to the Trust appear to be satisfactory, as evidenced in part by the performance record of the Funds offered by the Trust as compared with the performance records of a peer group of comparable funds;

(b) That the Investment Advisor appears to have the systems and highly trained personnel necessary for it to be able to provide quality service to the Fund’s shareholders; and

(c) That the Board is satisfied with the research, portfolio management, and trading services, among others, to be provided by the Investment Advisor to the Fund, and has determined that the Investment Advisor is charging fair, reasonable, and competitive fees.

(d) The risks assumed by the Investment Advisor in providing investment advisory services to the Fund is made with the recognition that the Fund’s advisory relationship with Timothy Partners. Ltd. can be terminated at any time and must be renewed on an annual basis.

2. The fairness of fee arrangements, including:

(a) That upon review of the advisory fee structures of the Fund in comparison with other similar funds, the level of investment advisory fees paid by the Fund is competitive;

(b) That the expense ratio of the Fund is generally competitive and in many instances lower than those of similar funds;

(c) That the advisory and other fees payable by the Fund to the Investment Advisor are essentially fees arrived at solely from such arm’s-length negotiation.

(d) The extent to which economies of scale could be realized as a Fund grows in assets and whether the Fund’s fees reflect these economies of scale for the benefit of Fund shareholders.

Pursuant to Section 11 of the Agreement, the Agreement is hereby amended as follows, however all other terms and conditions contained therein shall remain in full force and effect:

1. The introductory paragraph of the Agreement, as amended the 1^st day of October, 2000, shall be further amended and shall read in its entirety:

AGREEMENT, made by and between The Timothy Plan, a Delaware business trust (the “Trust”) on behalf of the following series of the Trust;

The Timothy Plan Aggressive Growth Fund

The Timothy Plan Large/Mid Cap Growth Fund

The Timothy Plan Small Cap Value Fund (formerly the Timothy Plan)

The Timothy Plan Large/Mid Cap Value Fund

The Timothy Plan Fixed Income Fund

The Timothy Plan Money Market Fund

The Timothy Plan Strategic Growth Fund

The Timothy Plan Conservative Growth Fund

The Timothy Plan Small Cap Variable Series (formerly the Timothy Plan

Variable Series)

The Timothy Plan Strategic Growth Portfolio Variable Fund

The Timothy Plan Conservative Growth Portfolio Variable Fund

The Timothy Plan International Fund

And Timothy Partners, Ltd., a Florida Limited partnership (the “Investment Adviser”).

2. Effective Date. The Effective Date of this Amendment is May 01, 2007.

IN WITNESS WHEREOF, the Parties hereto have caused this amendment to be signed by their duly authorized officers on this     ^th day of March, 2007 by

Timothy Plan	Timothy Partners, Ltd.
By:	By:
Its:	Its:

EX-99.D20

Sub-Advisory Agreement

The Timothy Plan

THIS AGREEMENT is made and entered into as of the 1^st day of May, 2007, by and between The Timothy Plan, a Delaware business trust (the “Trust”), Timothy Partners, Ltd., a Florida Limited Partnership (the “Adviser”), and Eagle Global Advisors a                                          corporation (the “Investment Manager”).

WHEREAS, the Trust is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (the “Act”) and authorized to issue an indefinite number of series of shares representing interests in separate investment portfolios (each referred to as a “Fund”); and

WHEREAS, the Trust presently issues shares of the following Funds:

The Timothy Plan Aggressive Growth Fund

The Timothy Plan Small-Cap Value Fund (formerly the Timothy Plan)

The Timothy Plan Large/Mid-Cap Value Fund

The Timothy Plan Large/Mid-Cap Growth Fund

The Timothy Plan Fixed-Income Fund

The Timothy Plan High Yield Fund

The Timothy Plan Money Market Fund

The Timothy Plan Strategic Growth Portfolio

The Timothy Plan Conservative Growth Portfolio

The Timothy Plan Small-Cap Variable Series (formerly the Timothy Plan Variable Series)

The Timothy Plan Strategic Growth Variable Series

The Timothy Plan Conservative Growth Variable Series; and

WHEREAS, Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, and engages in the business of asset management; and

WHEREAS, Investment Manager is registered as an investment adviser under the Investment Advisers Act of 1940, and engages in the business of asset management; and

WHEREAS, the Trust has engaged Adviser to provide investment management services to the Funds listed above; and

WHEREAS, the Adviser desires to retain Investment Manager to render certain investment management services to the Timothy Plan International Fund (the “Portfolio”), and Investment Manager is willing to render such services; and

WHEREAS, the Trust consents to the engagement of Investment Manager by Adviser.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. Obligations of Investment Manager

(a) Services. Investment Manager agrees to perform the following services (the “Services”) for the Portfolio:

(1) manage the day-to-day investment and reinvestment of the Portfolio’s assets;

(2) continuously review, supervise, and administer the investment program of the Portfolio;

(3) determine, in its discretion, the securities to be purchased, retained or sold (and implement those decisions) by and for the Portfolio having due regard for any restrictions on such investments as set forth from time to time by the Adviser;

(4) provide the Adviser with records concerning Investment Manager’s activities which the Trust is required to maintain; and

(5) render regular reports to the Trust’s and/or Adviser’s officers and directors concerning Investment Manager’s discharge of the foregoing responsibilities.

Investment Manager shall discharge the foregoing responsibilities subject to the overall control of the officers, directors, and trustees of the Adviser, in compliance with such policies as the Board of Trustees of the Trust may from time to time establish, in compliance with the objectives, policies, and limitations of the Portfolio as set forth in the Trust’s prospectus and statement of additional information, as amended from time to time, and with all applicable laws and regulations. The Adviser will provide Investment Manager with a copy of each registration statement relating to the Portfolio promptly after it has been filed with the Securities and Exchange Commission. All Services to be furnished by Investment Manager under this Agreement may be furnished through the medium of any directors, officers or employees of Investment Manager or through such other parties as Investment Manager may determine from time to time.

Investment Manager agrees, at its own expense or at the expense of one or more of its affiliates, to render the Services and to provide the office space, furnishings, equipment and personnel in sufficient amounts and manner to perform the Services on the terms and for the compensation provided herein. Investment Manager may authorize and permit any of its officers, directors and employees to be elected as trustees or officers of the Trust and to serve in the capacities in which they are elected.

Unless expressly assumed under this Agreement by Investment Manager, the Trust and/or Adviser shall pay all costs and expenses normally incurred by the Portfolio in connection with the Trust’s operation and organization. To the extent Investment Manager incurs any cost by assuming expenses which are an obligation of the Adviser or Trust, the Adviser or Trust shall promptly reimburse Investment Manager for such costs and expenses.

(b) Books and Records. All books and records prepared and maintained by Investment Manager for the benefit of the Trust under this Agreement shall be the property of the Trust and, upon request therefor, Investment Manager shall surrender to the Trust copies of such of the books and records so requested. The Trust acknowledges that Investment Manager is required to maintain books and records of its activities under the Investment Advisers Act of 1940, as amended, and agrees to allow Investment Manager to retain copies of such records of the Trust as required under federal law. Investment Manager agrees not to use any records of the Trust for any purpose other than for the provision of the Services to the Trust. However, Investment Manager may disclose the investment performance of the Portfolio, provided that such disclosure does not reveal the identity of Adviser, the Portfolio or the Trust. Investment Manager may disclose that Adviser, the Portfolio and the Trust are its clients.

2. Portfolio Transactions. Investment Manager is authorized to select the brokers or dealers that will execute purchases and sales of securities for the Portfolio and is directed to use commercially reasonable efforts to obtain the best net results as described in the Trust’s currently effective prospectus and statement of additional information. When Investment Manager deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Investment Manager, Investment Manager, to the extent permitted by applicable laws and

regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best net results of lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by Investment Manager in the manner Investment Manager considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Further, the Trust has adopted procedures pursuant to Rules 17(a) and 17(e) under the Investment Company Act of 1940 relating to transactions among a Portfolio and affiliated person thereof (Rule 17(a)), and transactions between a Portfolio and an affiliated broker or dealer (Rule 17(e)). Investment Manager shall at all times conduct its activities in compliance with such procedures. Investment Manager shall prepare a report at the end of each fiscal quarter reporting on Investment Manager’s compliance with such procedures and setting forth in reasonable detail any transactions which were in violation of such procedures. Investment Manager will promptly communicate to the officers and the directors of the Adviser and Trust such other information relating to Portfolio transactions as they may reasonably request.

3. Compensation of Investment Manager. For its services rendered to the Portfolio, Adviser will pay to Investment Manager a fee at an annual rate equal to 0.60% of the Portfolio’s average daily assets up to $100 million, and 0.50% of average daily net assets over $100 million.

The fees described above shall be computed daily based upon the net asset value of the Portfolio as determined by a valuation made in accordance with the Trust’s procedures for calculating Portfolio net asset value as described in the Trust’s currently effective Prospectus and/or Statement of Additional Information. During any period when the determination of the Portfolio’s net asset value is suspended by the trustees of the Trust, the net asset value of a share of the Portfolio as of the last business day prior to such suspension shall, for the purpose of this Paragraph 3, be deemed to be net asset value at the close of each succeeding business day until it is again determined.

The fees described above are annual fees, payable 1/12^th monthly. Fees for Services rendered during any month will be paid within five (5) business days after the end of the month in which such Services were rendered. In the event that this Agreement is terminated prior to the end of a month in which Investment Manager is providing Services, Adviser shall pay to Investment Manager fees accumulated during that month to the date of termination within five (5) business days after the end of the month in which such Services were rendered. Investment Manager shall have no right to obtain compensation directly from the Portfolio or the Trust for Services provided hereunder and agrees to look solely to the Adviser for payment of fees due.

4. Status of Investment Manager. The services of Investment Manager to the Trust are not to be deemed exclusive, and Investment Manager shall be free to render similar services to others.

The Trust and Adviser agree that Investment Manager may give advice or exercise investment responsibility and take other action with respect to accounts of other clients which may differ from advice given or the timing or nature of action taken with respect to the Portfolio; provided that Investment Manager acts in good faith, and provided further that it is Investment Manager’s policy to allocate, within its reasonable discretion, investment opportunities to the Portfolio over a period of time on a fair and equitable basis relative to other client accounts, taking into account the investment objectives and policies of the Portfolio and any specific instructions applicable thereto.

In order to assist Investment Manager in performing the Services to the Portfolio, the Trust and/or Adviser may from time to time provide Investment Manager with information, documents, research or writings designated as proprietary by the Trust or the Adviser. Investment Manager agrees that, upon being informed that such information, documents, research or writings provided to it are deemed proprietary by the Trust and/or the Adviser, Investment Manager shall use such proprietary documents only to assist it in performing the Services to the Portfolio, and further agrees not to use, distribute, or publish, for its own benefit or for the benefit of others, information, documents, research or writings designated as proprietary by the Trust or the Adviser.

In rendering its Services to the Portfolio, Investment Manager shall be deemed to be an independent contractor. Unless expressly authorized or requested by the Trust, Investment Manager shall have no authority to act for or represent the Trust in any way other than as an independent contractor providing the Services described in this Agreement. The parties to this Agreement acknowledge and agree that the Trust may, from time to time, authorize Investment Manager to act for or represent the Trust under limited circumstance. In such circumstances, Investment Manager may be deemed to be an agent of the Trust. Except for those circumstances in which the Trust has specifically authorized Investment Manager to act for or represent the Trust, Investment Manager shall in no way be deemed an agent of the Trust.

Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of Investment Manager to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business.

It is understood that the name “Eagle Global Advisors” and any derivatives associated with that name are the valuable property of the Investment Manager. Eagle understands and agrees that the Trust may use such name(s) in the Portfolio’s Prospectus, Statement of Additional Information and other documents comprising the Registration Statement in order to satisfy the Trust’s disclosure requirements under federal law. The Trust and Adviser each understands and agrees that in sales literature and reports prepared for dissemination to shareholders of and prospective investors in the Portfolio, the Adviser and/or the Trust shall not make public any material containing such name(s) without first obtaining the written consent of the Investment Manager, which consent shall not unreasonably be withheld. Upon the termination of this Agreement, the Trust and/or Adviser shall forthwith cease to use such name(s).

5. Permissible Interests. Trustees, agents, and stockholders of the Trust are or may be interested in Investment Manager (or any successor thereof) as directors, partners, officers, stockholders or otherwise, and directors, partners, officers, agents, and stockholders of Investment Manager are or may be interested in the Trust as trustees, stockholders or otherwise; and Adviser (or any successor) is or may be interested in the Trust as a stockholder or otherwise.

6. Liability of Investment Manager. Investment Manager assumes no responsibility under this Agreement other than to render the Services called for hereunder in good faith. Investment Manager shall not be liable for any error of judgment or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement.

Adviser and the Trust agree to indemnify and defend Investment Manager, its officers, directors, and employees for any loss or expense (including reasonable attorney’s fees) arising out of or in connection with any action, suit or proceeding relating to any actual or alleged material misstatement or omission in the Fund’s registration statement, any proxy statement, or any communication to current or prospective investors in the Portfolio (other than any material misstatement or omission made in reliance upon and in conformity with written information furnished by Investment Manager to Adviser or the Portfolio).

7. Representations of the Adviser and Investment Manager. Adviser represents that (a) a copy of the Trust’s Master Trust Agreement, together with all amendments thereto, is on file in the office of the Secretary of the State of Delaware; (b) a copy of the Trust’s currently effective prospectus and statement of additional information has been delivered to Investment Manager; (c) Adviser has acted and will continue to act in conformity with the Act and other applicable laws; (d) the appointment of Investment Manager has been duly authorized; and (d) Adviser is authorized to enter into this Agreement.

Investment Manager represents that (a) a copy of the Trust’s currently effective prospectus and statement of additional information has been delivered to Investment Manager; (b) Investment Manager has acted and will continue to act in conformity with the Act and other applicable laws; and (c) Investment Manager is authorized to enter into this Agreement and to perform the Services described herein.

8. Term. This Agreement shall remain in effect until April 30, 2009, and from year to year thereafter provided that such continuance is approved at least annually by (1) the vote of a majority of the Board of Trustees of the Trust or (2) a vote of a “majority” (as that term is defined in the Investment Company Act of 1940) of the Portfolio’s outstanding securities, provided that in either event the continuance is also approved by the vote of a majority of the trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the Act) of any such party, which vote must be cast in person at meeting called for the purpose of voting on such approval; provided, however, that;

(a) the Trust or Adviser may, at any time and without the payment of any penalty, terminate this Agreement upon 60 days written notice to Investment Manager;

(b) the Agreement shall immediately terminate in the event of its assignment (within the meaning of the Act and the Rules thereunder); and

(c) Investment Manager may terminate this Agreement without payment of penalty on 60 days written notice to the Trust; and

(d) the terms of paragraph 6 of this Agreement shall survive the termination of this Agreement.

9. Notices. Except as otherwise provided in this Agreement, any notice or other communication required by or permitted to be given in connection with this Agreement will be in writing and will be delivered in person or sent by first class mail, postage prepaid or by prepaid overnight delivery service to the respective parties as follows:

If to the Trust:	If to the Adviser:	If to the Investment Manager
The Timothy Plan	Timothy Partners, Ltd.	Eagle Global Advisors
1055 Maitland Center Commons	1055 Maitland Center Commons	5847 San Felipe, Ste 930
Maitland, FL 32751	Maitland, FL 32751	Houston, TX 77-57
Arthur D. Ally	By: Covenant Funds, Inc.	Attn:
President	Managing General Partner Arthur D. Ally, President	Title:

10. Amendments; Entire Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the Fund’s outstanding voting securities. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter contained herein and supersedes any prior agreement or understanding, whether written or oral.

11. Code of Ethics. Pursuant to Rule 17j-1 under the Act, Investment Manager warrants, covenants and agrees that it shall have submitted its Code of Ethics to the Board of Trustees of the Trust and obtained Board approval of such Code of Ethics prior to rendering any Services to the Portfolio. Investment Manager shall submit any material changes to such Code of Ethics to the Board of Trustees for its approval within six months of making such material change. Investment Manager further warrants, covenants and agrees to comply with all applicable reporting requirements mandated by Rule 17j-1 with respect to Codes of Ethics. A copy of Investment Manager’s current Code of Ethics is attached to this Agreement as Appendix 1 and incorporated herein for all purposes.

12. Proxy Voting. Except as specifically instructed by the Board of Trustees of the Trust or by the Adviser, Investment Manager shall exercise or procure the exercise of any voting rights attaching to investments of the Portfolio on behalf of the Portfolio.

13. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Florida without regard to any laws of conflict of such jurisdiction.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and the year first written above.

The Timothy Plan	Timothy Partners, Ltd.	Eagle Global Advisors
Arthur D. Ally	Covenant Funds, Inc.	By:
President	Managing General	Its:
	Partner, Arthur D. Ally, President

APPENDIX 1

Code of Ethics of Eagle Global Advisors

EX-99.H6

MUTUAL FUND SERVICES AGREEMENT

Fund Administration Services

Fund Accounting Services

Transfer Agency Services

Anti-Money Laundering Services

between

THE TIMOTHY PLAN

and

UNIFIED FUND SERVICES, INC.

December 1, 2006

Exhibit A – Portfolio Listing

Exhibit B – General Description of Fund Administration Services

Exhibit C – General Description of Fund Accounting Services

Exhibit D – General Description of Transfer Agency Services

Exhibit E – General Description of the Unified AML Program Services

Exhibit F – Fees and Expenses

MUTUAL FUND SERVICES AGREEMENT

AGREEMENT (this “Agreement”), dated as of December 1, 2006, between The Timothy Plan, a Delaware business trust (the “Trust”), and Unified Fund Services, Inc., a Delaware corporation (“Unified”).

WITNESSTH:

WHEREAS, the Trust is registered as an open-end, management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Trust wishes to retain Unified to provide certain transfer agent, fund accounting and administration services with respect to the Trust, and Unified is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto hereby agree as follows:

Section 1. Appointment. The Trust hereby appoints Unified to provide transfer agent, fund accounting and fund administration services for the Trust, subject to the supervision of the Board of Trustees of the Trust (the “Board”), for the period and on the terms set forth in this Agreement. Unified accepts such appointment and agrees to furnish the services herein set forth in return for the compensation as provided in Section 6 and Exhibit F to this Agreement. The Trust will initially consist of the portfolios, funds and/or classes of shares (each a “Portfolio”; collectively the “Portfolios”) listed on Exhibit A. The Trust shall notify Unified in writing of each new Portfolio established by the Trust. Each new Portfolio shall be subject to the provisions of this Agreement, except to the extent that the provisions (including those relating to the compensation and expenses payable by the Trust and its Portfolios) may be modified with respect to each new Portfolio in writing by the Trust and Unified at the time of the addition of the new Portfolio.

Section 2. Representations and Warranties of Unified. Unified represents and warrants to the Trust that:

(a) Unified is a corporation duly organized and existing under the laws of the State of Delaware;

(b) Unified is empowered under applicable laws and by its Certificate of Incorporation and By-Laws to enter into and perform this Agreement, and all requisite corporate proceedings have been taken by Unified to authorize Unified to enter into and perform this Agreement;

(c) Unified has, and will continue to have, access to the facilities, personnel and equipment required to fully perform its duties and obligations hereunder;

(d) no legal or administrative proceedings have been instituted or threatened against Unified that would impair its ability to perform its duties and obligations under this Agreement; and

(e) Unified’s entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of Unified or any law or regulation applicable to Unified.

Section 3. Representations and Warranties of the Trust. The Trust represents and warrants to Unified that:

(a) the Trust is a business trust duly organized and existing under the laws of the State of Delaware;

(b) the Trust is empowered under applicable laws and by its Declaration of Trust and By-Laws to enter into and perform this Agreement, and the Trust and its Board have taken all requisite proceedings and actions to authorize the Trust to enter into and perform this Agreement;

(c) the Trust is an investment company properly registered under the 1940 Act; a registration statement under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act on Form N-lA has been filed and will be effective and will remain effective during the term of this Agreement, and all necessary filings under the laws of the states will have been made and will be current during the term of this Agreement;

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(d) no legal or administrative proceedings have been instituted or threatened against the Trust that would impair its ability to perform its duties and obligations under this Agreement; and

(e) the Trust’s entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it.

Section 4. Delivery of Documents and Other Materials.

(a) The Trust will promptly furnish to Unified such copies, properly certified or authenticated, of contracts, documents and other related information that Unified may request or require to properly discharge its duties. Such documents may include, but are not limited to, the following:

(i) resolutions of the Board authorizing the appointment of Unified to provide certain transfer agency, fund accounting and administration services to the Trust and approving this Agreement;

(ii) the Trust’s Declaration of Trust;

(iii) the Trust’s By-Laws, anti-money laundering policies, and code of ethics;

(iv) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (“SEC”);

(v) the Trust’s most currently effective registration statement including exhibits, as amended, on Form N-1A (the “Registration Statement”) under the 1933 Act and the 1940 Act, as filed with the SEC;

(vi) copies of the Management Agreement between the Trust and each investment advisor to a Portfolio, the Advisory Agreement between each investment advisor and each sub-advisor to a Portfolio, if any, each advisor’s or sub-advisor’s proxy voting procedures, and copies of the advisor’s and the Trust’s errors and omissions and directors’ and officers’ insurance policies;

(vii) opinions of counsel and auditors reports;

(viii) the Trust’s currently effective Prospectus and Statement of Additional Information relating to all Portfolios and all amendments and supplements thereto (such Prospectus and Statement of Additional Information and supplements thereto, as presently in effect and as from time to time hereafter amended and supplemented, herein called the “Prospectuses”); and

(ix) such other agreements as the Trust may enter into from time to time, including securities lending agreements, futures and commodities account agreements, brokerage agreements and options agreements.

(b) The Trust shall cause to be turned over to Unified copies of all records of, and supporting documentation relating to, its accounts (including account applications and related documents, records of dividend distributions, NAV calculations, tax reports and returns, and receivables and payables) for all Portfolios and matters for which Unified is responsible hereunder, together with such other records relating to such Portfolios and matters as may be helpful or necessary to Unified’s delivery of services hereunder, including copies of litigation, regulatory inquiries or investigations, or other litigation involving the Trust during the three years preceding the date of this Agreement. Such records and documentation shall be in electronic format to the extent practicable. The Trust also shall cause to be delivered to Unified reconciliations (as of the date Unified begins providing services hereunder) of each Portfolio’s outstanding shares, securities and cash held by the each Portfolio, checking accounts, outstanding redemption checks and related accounts, tax payments and backup withholding accounts, and any other demand deposit accounts or other property held or owned by a Portfolio. The parties acknowledge that Unified will rely on these

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reconciliations (and other balances provided by Unified’s predecessor) as opening balances for the performance of its services. On an ongoing basis, the Trust, through each advisor or sub-advisor to a Portfolio, shall cause to be turned over to Unified all trade tickets and other documents evidencing transactions made on behalf of the Portfolio as and when made.

Section 5. Services Provided by Unified.

(a) Unified will provide the following services subject to the direction and supervision of the Trust’s Board, and in compliance with the objectives, policies and limitations set forth in the Trust’s currently effective Registration Statement, Declaration of Trust and By-Laws; applicable laws and regulations; and all resolutions and policies implemented by the Board, and further subject to Unified’s policies and procedures as in effect from time to time:

(i) Fund Administration Services, as described on Exhibit B to this Agreement.

(ii) Fund Accounting Services, as described on Exhibit C to this Agreement.

(iii) Transfer Agency Services, as described on Exhibit D to this Agreement. In connection with such services, Unified is hereby granted such power and authority as may be necessary to establish one or more bank accounts for the Trust with the Trust’s custodian bank or banks as approved by the Board and as may be necessary or appropriate from time to time in connection with the services performed by Unified. The Trust shall be deemed to be the customer of such bank or banks for purposes of this Agreement. To the extent that the performance of such service hereunder shall require Unified to disburse amounts from such accounts in payment of dividends, redemption proceeds or for other purposes, the Trust shall provide such bank or banks with all instructions and authorizations necessary, if any, for Unified to effect such disbursements. The Trust shall cause any predecessor banks to provide Unified with such records as may be helpful or necessary in connection with the services provided by Unified under this Agreement.

(iv) Unified AML Program Services, as described on Exhibit E to this Agreement. Unified formulates, maintains and uniformly administers policies and procedures (as amended from time to time, the “Unified AML Program”) that are reasonably designed to ensure compliance with the USA Patriot Act of 2002, the Bank Secrecy Act of 1970, the Customer Identification Program rules jointly adopted by the SEC and U.S. Treasury Department, and other applicable regulations adopted thereunder (collectively, the “Applicable AML Laws”). Unified has provided the Trust with a copy of the Unified AML Program documents, and will provide the Trust with all amendments thereto. The Trust hereby delegates to Unified its obligation to identify and verify its customers and its obligations to perform those anti-money laundering and other services set forth in Exhibit E to this Agreement, in each case with regard to those shareholder accounts maintained by Unified pursuant to this Agreement. Unified accepts the foregoing delegation and agrees to perform the duties set forth on Exhibit E in accordance with the Unified AML Program. The Trust acknowledges and agrees that, notwithstanding such delegation, the Trust maintains full responsibility for ensuring its compliance with Applicable AML Laws and, therefore, must monitor the operation and effectiveness of the Unified AML Program.

(v) Dividend Disbursing. Unified will serve as the Trust’s dividend disbursing agent. Unified will prepare and mail checks, place wire transfers of credit income and capital gain payments to shareholders. The Trust will advise Unified in advance of the declaration of any dividend or distribution by a Portfolio and the record and payable date thereof. Unified will, on or before the payment date of any such dividend or distribution, notify a Portfolio’s Custodian of the estimated amount required to pay any portion of such dividend or distribution payable in cash, and on or before the payment date of such distribution, the Trust will instruct its Custodian to make available to Unified sufficient funds for the cash amount to be paid out. If a shareholder is entitled to receive additional shares by virtue of any such distribution or dividend, appropriate credits will be made to each shareholder’s account and/or certificates delivered where requested. A shareholder not receiving certificates will receive a confirmation from Unified indicating the number of shares credited to his/her account.

(b) Unified will also:

(i) provide office facilities with respect to the provision of the services contemplated herein (which may be in the offices of Unified or a corporate affiliate of Unified);

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(ii) provide or otherwise obtain personnel sufficient, in Unified’s sole discretion, for provision of the services contemplated herein;

(iii) furnish equipment and other materials, which Unified, in its sole discretion, believes are necessary or desirable for provision of the services contemplated herein; and

(iv) keep records relating to the services provided hereunder in such form and manner as set forth on (or required by policies described in) Exhibits B, C, D and E and as Unified, in its sole discretion, may otherwise deem appropriate or advisable, all in accordance with the 1940 Act. To the extent required by Section 31 of the 1940 Act and the rules thereunder, Unified agrees that all such records prepared or maintained by Unified relating to the services provided hereunder are the property of the Trust and will be preserved for the periods prescribed under Rule 31a-2 under the 1940 Act, maintained at the Trust’s expense, and made available to the SEC staff for inspection in accordance with such Section and rules. Subject to the provisions of Section 9 hereof, Unified further agrees to surrender promptly to the Trust upon its request those records and documents created and maintained by Unified pursuant to this Agreement.

Section 6. Fees: Expenses: Expense Reimbursement.

(a) As compensation for the services rendered to the Trust pursuant to this Agreement the Trust shall pay Unified on a monthly basis those fees determined as set forth on Exhibit F to this Agreement. The fees set forth on Exhibit F may be adjusted from time to time by agreement of the parties. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement.

(b) For the purpose of determining fees calculated as a function of a Portfolio’s net assets, the value of the Portfolio’s net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles and resolutions of the Board.

(c) Unified will from time to time employ or associate with such person or persons as may be appropriate to assist Unified in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by Unified and no obligation will be incurred by or on behalf of the Trust in such respect. If any such person or persons are employed or designated as officers by both Unified and the Trust, Unified shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of Unified, and the Trust shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of the Trust. If Unified gives permission to one or more of its employees or officers to act as an employee, officer or other agent of the Trust, Unified shall not be responsible for any action or omission of any such person(s) while such person is rendering or deemed to be rendering services to the Trust or acting on business of the Trust.

(d) Unified will bear all of its own expenses incurred by reason of its performance of the services required under this Agreement, except as otherwise expressly provided in this Agreement. The Trust agrees to promptly reimburse Unified for any equipment and supplies specially ordered by or for the Trust through Unified and for any other expenses not contemplated by this Agreement that Unified may incur on the Trust’s behalf, at the Trust’s request or as consented to by the Trust. Such other expenses to be incurred in the operation of the Trust and to be borne by the Trust, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of Unified or Unified’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Trust chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the Trust; expenses of printing and production costs of shareholders’ reports and proxy statements and materials; costs and expenses of Trust stationery and forms; costs and expenses of special telephone and data lines and devices; costs associated with corporate, shareholder and Board meetings; and any extraordinary expenses and other customary mutual fund expenses. In addition, Unified may utilize one or more independent pricing services to obtain securities prices and to act as backup

5

to the primary pricing services, in connection with determining the net asset values of the Portfolios, and the Trust will be charged according to the Trust’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that the Trust may contract with its own pricing service and cause such information to be timely provided to Unified, and is under no obligation to avail itself of the service(s) contracted by Unified. The Trust retains sole responsibility for the pricing of securities that are not actively traded, and shall similarly be responsible for the valuation of odd lot securities (including bonds). To the extent Unified shall render assistance in good faith valuation of a security held by a Portfolio, the Trust shall bear Unified’s costs and pay Unified for its assistance at its normal hourly rate then in effect.

(e) The Trust may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at Unified's standard rates or at such other rate as agreed by the parties. The parties acknowledge that the Trust is under no obligation to avail itself of third party services through Unified, and is free to choose its own service provider, so long as such choice does not cause additional work on Unified's part.

(f) All fees, out-of-pocket expenses or additional charges of Unified shall be billed on a monthly basis and shall be due and payable upon receipt of the invoice. No fees, out-of-pocket expenses or other charges set forth in this Agreement shall be subject to setoff.

Unified will render, after the close of each month in which services have been furnished, a statement reflecting the charges for such month. Charges remaining unpaid after thirty (30) days shall bear interest at the rate of 1.5% per month (excluding specific amounts which are contested in good faith by the Trust as provided in the next paragraph and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Trust to Unified.

In the event that the Trust is more than sixty (60) days delinquent in its payments of monthly billings in connection with this Agreement (with the exception of specific amounts which are contested in good faith by the Trust as provided below), this Agreement may be terminated upon sixty (60) days’ written notice to the Trust by Unified. The Trust must notify Unified in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.

Section 7. Proprietary and Confidential Information.

(a) Unified agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust’s prior, present or potential shareholders, and to not use such records and information for any purpose other than performance of Unified’s responsibilities, rights and duties hereunder. Unified may seek a waiver of such confidentiality provisions by furnishing reasonable prior notice to the Trust and obtaining approval in writing from the Trust, which approval shall not be unreasonably withheld. Waivers of confidentiality are not necessary (and are deemed given) for use of such information for any purpose in the course of performance of Unified’s responsibilities, duties and rights hereunder, when Unified may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, with respect to Internal Revenue Service levies, subpoenas and similar actions, and with respect to any request by the Trust.

(b) Unified may, from time to time, maintain or otherwise possess “consumer report information” in connection with the provision of services under this agreement, and Unified may, from time to time, dispose of such “consumer report information” in connection with the provision of services under this agreement. To the extent that Unified disposes of “consumer report information,” Unified shall properly dispose of the information by taking reasonable measures to protect against unauthorized access to or use of the information in connection with its disposal, in accordance with the requirements of Regulation S-P. The term “consumer report information”, as used in this paragraph, shall have the same meaning as in Rule 30 under Regulation S-P.

Section 8. Duties, Responsibilities and Limitations of Liability.

(a) The parties agree that this Agreement is a contract for services, and Unified accepts the duties imposed upon it by this Agreement. Unified shall be liable to the Trust in accordance with the laws of the State of Indiana for any breach by Unified of the duties imposed upon it by this Agreement.

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(b) Neither Unified nor any of its officers, directors, partners, employees, shareholders or agents (collectively, together with Unified, the “Unified Parties”) shall have any duty to the Trust to discover or attempt to discover any error or mistake (including any continuing error) that occurred or began prior to the date Unified commenced performing services hereunder, and Unified is entitled to rely upon, assume the accuracy of, and maintain, continue and carry forward the classifications, conventions, treatments, entries, balances, practices and all other work product and other data of its predecessor service providers; provided, however, that Unified shall promptly notify the Trust of any errors of its predecessors that it discovers. Upon such discovery, the Trust and Unified shall at that time determine how to proceed, provided, however, Unified shall use its best efforts to determine the proper corrective action to take, and upon having arrives at the mutual determination of how to proceed, will proceed to correct the error(s) in a timely manner. Unified shall be entitled to receive, and the Trust shall cause it to receive, the work product of its predecessor service providers, if any.

(c) In performing its services hereunder, Unified shall be entitled to rely on any oral or written instructions, advice, notices or other communications, information, records and documents (collectively, “Trust Information”) from the Trust, its custodian, officers and directors, investors, brokers, investment advisors, agents, legal counsel, auditor and other service providers, including predecessor service providers (excluding in each case, the Unified Parties) , which Unified reasonably believes to be genuine, valid and authorized. Unified also shall be entitled to consult with and rely on the advice and opinions of the Trust’s auditor and of outside legal counsel retained by the Trust, as may be determined jointly by the Trust and Unified to be reasonably necessary or appropriate, in each case at the expense of the Trust. For all purposes of this Agreement, any person who is an officer, director, partner, employee or agent of a Unified Party, and who is also an officer, director, partner, employee or agent of the Trust, shall be deemed when rendering services to the Trust or acting on any business of the Trust to be acting solely in such person’s capacity as an officer, director, partner, employee or agent of the Trust, and shall be deemed when rendering services in fulfillment of Unified’s duties hereunder to be acting solely in such person’s capacity as an officer, director, partner, employee or agent of Unified.

(d) Notwithstanding any other provision of this Agreement, the Trust agrees to defend, indemnify and hold Unified and the other Unified Parties harmless from all demands, claims, causes or other actions or proceedings of any nature or kind whatsoever (collectively, “Claims”), expenses, liabilities, debts, costs, losses, reasonable attorneys’ fees and expenses, payments, and damages of every nature or kind whatsoever (collectively, “Damages”) arising directly or indirectly out of or in connection with the provision of Trust Information to any Unified Parties by or on behalf of the Trust, its custodian, officers and directors, agents, legal counsel, auditor and other service providers, including predecessor service providers (the “Trust Representatives”) and the reliance on or use by the Unified Parties of Trust Information which is furnished to any of the Unified Parties by or on behalf of any of the Trust Representatives, including the reliance by Unified upon the historical accounting records and other records of the Trust;

(e) Notwithstanding any other provision of this Agreement, subject, however, to this Section 8 (g) below, the Trust agrees to defend, indemnify and hold Unified and the other Unified Parties harmless from all demands, claims, causes or other actions or proceedings of any nature or kind whatsoever(collectively, “Claims”), expenses, liabilities, debts, costs, losses, reasonable attorneys’ fees and expenses, payments, and damages of every nature or kind whatsoever (collectively, “Damages”) arising directly or indirectly out of or in connection with:

(i) the offer or sale of shares by the Trust in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state or other instrumentality, or in violation of any stop order or other determination or ruling by any federal agency or any state agency with respect to the offer or sale of such shares in such state or instrumentality (1)resulting from activities, actions or omissions by Trust Representatives, or (2)existing or arising out of activities, actions or omissions by or on behalf of the Trust;

(ii) the noncompliance by the Trust, its investment advisor(s) and/or its distributor with applicable securities, tax, commodities and other laws, rules and regulations;

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(iii) any Claim asserted by any current or former shareholder of the Trust, or on such shareholder’s behalf or derivatively by any representative, estate, heir or legatee, agent or other person, in connection with the holding, purchase or sale of shares of the Trust.

(f) The Trust agrees to indemnify and hold harmless Unified from and against any and all actions, suits, claims, losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) (collectively, "Losses") to which Unified may become liable arising directly or indirectly out of any action or omission to act which Unified takes (i) at any request or on the direction of or in reliance on the reasonable advice of the Trust, (ii) upon any instruction, notice or other instrument that Unified reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust (other than an employee or other affiliated person of Unified who may otherwise be named as an authorized representative of the Trust for certain purposes) or (iii) on its own initiative in connection with the performance of its duties or obligations hereunder; provided, however that the Trust shall have no obligation to indemnify or reimburse Unified under this Article 8 to the extent that Unified is entitled to reimbursement or indemnification for such Losses under any liability insurance policy described in this Agreement or otherwise. Further, Unified shall not be indemnified against or held harmless from any Losses arising directly or indirectly out of Unified's or Unified Parties’ own willful misfeasance, bad faith, negligence in the performance of its duties, or reckless disregard of its obligations and duties hereunder.

(g) Unified agrees to indemnify and hold harmless the Trust, its Trustees, officers, employees and agents, from and against any and all actions, suits, claims, losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) (collectively, "Losses") to which the Trust, its Trustees, officers, employees and agents, may become liable arising directly or indirectly out of Unified's or Unified Parties’ own willful misfeasance, bad faith, negligence in the performance of its duties, or reckless disregard of its obligations and duties as set forth in this Agreement.

(h) If a claim is made against any party to this Agreement as to which that party may seek indemnity under this Section 8 from the other party, the party seeking indemnification shall notify the other party within ten (10) days after receipt of any written assertion of such claim threatening to institute an action or proceeding or service of summons or other legal process. Failure to notify a party of a claim for indemnification will relieve the party from whom indemnification is sought from any liability which it may have on account of the indemnity provisions set forth under this Section 8 unless the party seeking indemnification can demonstrate to the reasonable satisfaction of the other party that such party has not been prejudiced in any material respect by such failure to so notify.

(i) The parties to this Agreement will cooperate in the control of the defense of any action, suit or proceeding in which a party is involved and for which indemnity is being provided by the other party. Any party from whom indemnification is sought may negotiate the settlement of any action, suit or proceeding subject to the other party’s approval, which approval will not be unreasonably withheld. The party seeking indemnification reserves the right, but not the obligation, to participate in the defense or settlement of a claim, action or proceeding with its own counsel. Costs or expenses incurred by a party to whom indemnification is being provided in connection with, or as a result of such participation, will be borne solely by the indemnifying party unless:

• the party seeking indemnification has received an opinion of counsel from counsel to either party stating that the use of common counsel would present an impermissible conflict of interest;

• the defendants in, or targets of, any such action or proceeding include both Unified and the Trust, and legal counsel to either party has reasonably concluded that there are legal defenses available to a party which are different from or additional to those available to the other party or which may be adverse to or inconsistent with defenses available to a party; or

• the party from whom indemnification is sought authorizes the other party to employ separate counsel at the expense of the indemnifying party.

• The terms of this Section 8 will survive the termination of this Agreement.

(i) Each of the Unified Parties, on the one hand, and the Trust, on the other hand, shall have the duty to mitigate Damages for which the other party may become responsible at law and/or in connection with this Agreement. This duty shall include giving such other party every reasonable opportunity to correct or ameliorate any error or other circumstance that caused, resulted in or increased such Damages, and every reasonable opportunity to assist in such mitigation. The parties acknowledge that the proper accounting, tax or other treatment of an event or matter can be susceptible to differing opinions among reputable practitioners of appropriate expertise, both as to events and transactions that are complete and as to the most efficient remediation of events and transactions that have resulted or may result in Damages. It is the intention of the parties that events and transactions be treated and reported in a legitimate manner that gives rise to the smallest amount of Damages, and that any remediation or corrective action selected be that which gives rise to the smallest amount of Damages

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Section 9. Term. This Agreement shall become effective on the date first herein above written, and shall continue in effect for a term of 3 years, unless terminated with respect to a Portfolio or all Portfolios by Unified as set forth in Section 6(f), or by either the Trust or by Unified as set forth in this Section 9. This Agreement will automatically renew for additional 1 year terms, unless terminated by either party upon ninety (90) days written notice.

This Agreement may be terminated without penalty during the initial three year term by either Party for "cause" (as defined below) upon the provision of sixty (60) days’ advance written notice by the party alleging cause.

For purposes of this Agreement, "cause" shall mean:

(i) a material breach of this Agreement that has not been remedied within thirty (30) days following written notice of such breach from the non-breaching party;

(ii) an act or omission of a party to this Agreement involving gross negligence, willful malfeasance or intentional wrongdoing;

(iii) a series of negligent acts, omissions or breaches of this Agreement which, in the aggregate, constitute in the reasonable judgment of the Trust, a serious, unremedied and ongoing failure to perform satisfactorily Unified’s obligations hereunder;

(iv) a final, non-appealable judicial, regulatory or administrative ruling or order in which the party to be terminated has been found guilty of criminal or unethical behavior in the conduct of its business; or

(v) failure by Unified to maintain uninterrupted services as set forth herein, in the event of an act of God, earthquake, fire, flood, failure or fluctuations in electrical power, wars, acts of terrorism, acts of civil or military authorities, governmental actions, failures or fluctuations in telecommunications or other equipment, which failure continues for a period of 7 days during which the NYSE is open.

(vi) financial difficulties on the part of the party to be terminated which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or the modification or alteration of the rights of creditors.

(vii) by the Trust upon the event of a sanction, citation, or other disciplinary action taken against Unified by the SEC, or other governmental or self-regulatory body for an action or a failure to perform an act when such action or failure to act is deemed by the Board of Trustees, with concurrence of Trust Counsel, to be detrimental to the Trust, the Trust Shareholders, or the Advisor to the Trust.

(viii) by Unified upon the event of a sanction, citation, or other disciplinary action taken against the Trust by the SEC, or other governmental or self-regulatory body for an action or a failure to perform an act when such action or failure to act is deemed by the Board of Directors, with concurrence of Unified’s Counsel, to be detrimental to Unified or Unified’s other service customers.

(ix) the assignment by Unified of any or all of its right, title and interest in this Agreement to an assignee, that in the Trust’s reasonable judgment does not satisfy the Trust’s screening requirements.

The fees set forth in Exhibit F shall remain in effect during the initial term of this Agreement, unless modified in writing by mutual agreement of the parties. Such fees shall be with respect to the services described herein only, and any additional services to be provided by Unified, either as a result of new regulations or requirements, or at the request of the Trust, will be subject to additional fees, as set forth in Section 6(e) of this Agreement. Unified reserves the right to modify the fees payable by the Trust under this Agreement for any renewal term by providing to the Trust a revised Exhibit F at least 120 days prior to the expiration of the then current term. Such revised Exhibit F shall be effective at the beginning of the subsequent term of the Agreement, and shall remain in effect during such term, unless modified as described above.

On the date of termination, the Trust agrees to pay, reasonable fees and expenses incurred by Unified in converting the Portfolio to a new service provider or terminating the Portfolio. Such fees shall include compensation for time spent by personnel of Unified, which compensation shall be calculated at the normal and customary rate then being assessed for active clients for similar services, and shall include but not be limited to, retrieving, compiling, and moving books, records and materials of the Portfolio to the Trust or the successor mutual fund service provider, conversion tape set-up fees, test conversion preparation and processing fees and final conversion fees, the closing of Unified’s records (and/or providing

9

services related to the Portfolio’s liquidation or other transaction), and other services related to termination of Unified’s services. One-half of any outstanding payment shall be due simultaneous with the successful transfer of all Trust Information to the Trust or to the successor mutual fund service provider(s). Any remaining payment shall be due immediately following with the successful transfer of all Trust Information to the Trust or to the successor mutual fund service provider(s). Such termination/conversion fees and expenses shall not be subject to any setoffs of any nature and shall be mutually agreed upon in writing before Unified commences its termination/conversion services.

On the date of termination, and upon payment of all amounts due and payable under this agreement and described above, Unified agrees to provide the Trust with the complete transfer agency, fund accounting and administration records in its possession and to assist the Trust in the orderly transfer of the Portfolio’s accounts and records. Without limiting the generality of the foregoing, subject to the preceding sentence, Unified agrees upon termination of this Agreement:

(a) to deliver to the Trust on behalf of the Portfolio or to the Portfolio’s successor mutual fund service provider(s), computer media containing the Portfolio’s accounts and records together with such record layouts and additional information as may reasonably be necessary to enable the successor mutual fund service provider(s) to utilize the information therein;

(b) to reasonably cooperate with the successor mutual fund service provider(s) in the interpretation of the Portfolio’s account and records;

(c) to forward all shareholder calls, mail and correspondence to the new mutual fund service provider(s) upon de-conversion; and

(d) to act in good faith to make the conversion or termination as smooth as possible for the successor mutual fund service provider(s) and the Trust.

Section 10. Notices. Any notice required or permitted hereunder shall be in writing and shall be deemed to have been given and effective when delivered in person or by certified mail, return receipt requested, at the following address (or such other address as a party may specify by notice to the other):

(a) If to the Trust, to:

The Timothy Plan

1055 Maitland Center Commons

Maitland, Florida 32751

Attention: President

(b) If to Unified, to:

Unified Fund Services, Inc.

431 North Pennsylvania Street

Indianapolis, Indiana 46204

Attention: President

Notice also shall be deemed given and effective upon receipt by any party or other person at the preceding address (or such other address as a party may specify by notice to the other) if sent by regular mail, private messenger, courier service, telex, facsimile, or otherwise, if such notice bears on its first page in 14 point (or larger) bold type the heading “Notice Pursuant to Mutual Fund Services Agreement.”

Section 11. Assignment; Nonsolicitation; and Other Contracts. This Agreement may not be assigned or otherwise transferred by either party hereto, without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that Unified may, in its sole discretion and upon notice to the Trust, assign all its right, title and interest in this Agreement to an affiliate, parent or subsidiary, or to the purchaser of substantially all of its business. The foregoing is subject to the Trust’s right to terminate the Agreement, pursuant to Section 9. Unified may, in its sole discretion, engage subcontractors to perform any of its duties contained in this Agreement, provided that Unified shall remain responsible to the Trust for all such delegated duties in accordance with the terms and conditions of this Agreement, in the same manner and to the same

10

extent as if Unified were providing such services itself. During the term of this Agreement, the Trust shall not, and shall not cause suffer or permit any affiliate, to recruit, solicit, employ or engage, for the Trust or others, any Unified Party, without Unified’s written consent. The Trust shall not require or expect Unified to enter into any agreements for the Trust’s direct or indirect benefit, including any sales, servicing or other similar agreements, that expose Unified to any liability that is greater than the liability it is undertaking in this Agreement.

Section 12. Intended Beneficiaries. This Agreement shall be binding upon the Trust, Unified and their respective successors and assigns, and shall inure to the benefit of the Trust, Unified, the Unified Parties, their respective heirs, successors and assigns. Nothing herein expressed or implied is intended to confer upon any person not named or described in the preceding sentence any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 13. Arbitration. Notwithstanding any provision of this Agreement to the contrary, any claim or controversy arising out of or in any manner relating to this Agreement, or breach hereof, which cannot be resolved between the parties themselves, shall be settled by arbitration administered by the American Arbitration Association (the “AAA”) in Indianapolis, Indiana in accordance with its rules applicable to commercial disputes. The arbitration shall be conducted under the then-current rules of the AAA.

Section 14. Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any term of this Agreement. Any waiver must be in writing signed by the waiving party.

Section 15. Force Majeure. Unified shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, acts of God, earthquake, fires, floods, failure or fluctuations in electrical power, wars, acts of terrorism, acts of civil or military authorities, governmental actions, failures or fluctuations in telecommunications or other equipment. Notwithstanding the foregoing and pursuant to the requirement that Unified must develop and maintain a Business Continuity Plan, Unified shall maintain alternate disaster recovery facilities sufficient to enable Unified to maintain uninterrupted services in the event of reasonably foreseeable and unforeseeable events. For purpose of this Section, uninterrupted means Unified is not able to complete its responsibilities for a period in excess of 48 hours. A copy of Unified’s Business Continuity Plan will be provided to the Trust immediately upon execution of this Agreement.

This Section 15 is subject to the provisions contained in Section 9 (v).

Section 16. Use of Name. The Trust and Unified agree not to use the other’s name nor the names of such other’s affiliates, designees, or assignees in any prospectus, sales literature, or other printed material written in a manner not previously, expressly approved in writing by the other or such other’s affiliates, designees, or assignees except where required by the SEC or any state agency responsible for securities regulation.

Section 17. Amendments. This Agreement may be modified or amended from time to time by mutual written agreement between the parties. No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought.

Section 18. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law to any person or circumstance, such provision shall be ineffective only to the extent of such prohibition or invalidity. In the event that any one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect or to any extent, the validity, legality or enforceability of the remaining provisions of this Agreement and any other application of such invalid provision shall not in any way be affected or impaired thereby.

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Section 19. Headings; Pronouns; Certain Phrases; Rules of Construction. The headings in the sections and subsections of this Agreement are inserted for convenience only and in no way alter, amend, modify, limit or restrict the contractual obligations of the parties. Wherever used in this Agreement, masculine, feminine and neuter pronouns shall be deemed to include the other genders. Singular pronouns and nouns (including defined terms) shall be deemed to include the plural (and vice versa) as the context may require, but shall have no effect upon the nature of a party’s liability as joint or several. The Exhibits to this Agreement are hereby incorporated by reference as if fully set forth in this Agreement. Wherever used in this Agreement, the phrase “in connection with” shall be given the broadest possible interpretation, and shall include matters (without limitation) that are in whole or part caused by, relate to, arise out of, are attributable to, or would not have occurred in the absence of circumstances created by, the referent or object of such phrase. Each party acknowledges that it was represented by legal counsel in connection with the review and execution of this Agreement, or that it had an adequate opportunity to engage counsel for such review and chose not to do so. The sole duties that Unified is accepting in return for the fees and other remuneration hereunder are expressly set forth herein. No exoneration of liability for a duty or other indemnification or limitation shall be construed, by negative implication or otherwise, to imply the existence of any duty. For example and without limitation, indemnification of Unified for a failure of an investment advisor to timely deliver trade tickets (or failure of any other third party to timely deliver accurate Trust Information) shall not be construed to imply that Unified has a duty to supervise such service provider or prevent a recurrence of such failure.

Section 20. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 21. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

Section 22. Entire Agreement; Survival; Governing Law. This Agreement, the Exhibits hereto and any subsequent amendments of the foregoing embody the entire understanding between the parties with respect to the subject matter hereof, and supersedes all prior negotiations and agreements between the parties relating to the subject matter hereof. The provisions of Sections 6 through 21, inclusive, shall survive any termination of this Agreement. This Agreement shall be governed by and construed and interpreted according to the internal laws of the State of Indiana, without reference to conflict of law principles.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Mutual Fund Services Agreement to be signed by their respective duly authorized officers as of the day and year first above written.

THE TIMOTHY PLAN
By:	Date
Print Name:
Title:
Attest:
UNIFIED FUND SERVICES, INC.
By:	Date
Print Name:
Title:
By:	Date
Print Name:
Title:
Attest:

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EXHIBIT A

to

Mutual Fund Services Agreement

List of Portfolios

Class B shares

Aggressive Growth Fund – Class A

Aggressive Growth Fund – Class B

Aggressive Growth Fund – Class C

Large/Mid-Cap Growth Fund – Class A

Large/Mid-Cap Growth Fund – Class B

Large/Mid-Cap Growth Fund – Class C

Small-Cap Value Fund – Class A

Small-Cap Value Fund – Class B

Small-Cap Value Fund – Class C

Large/Mid-Cap Value Fund – Class A

Large/Mid-Cap Value Fund – Class B

Large/Mid-Cap Value Fund – Class C

Patriot Fund – Class A

Patriot Fund – Class C

Fixed-Income Fund – Class A

Fixed-Income Fund – Class B

Fixed-Income Fund – Class C

Strategic Growth Fund – Class A

Strategic Growth Fund – Class B

Strategic Growth Fund – Class C

Conservative Growth Fund – Class A

Conservative Growth Fund – Class B

Conservative Growth Fund – Class C

Money Market Fund

Small-Cap Variable Series

Strategic Growth Portfolio

Conservative Growth Portfolio

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Exhibit B

To

Mutual Fund Services Agreement

General Description of Fund Accounting Services

Unified shall provide the following accounting services to the Trust:

• Maintain portfolio records on a trade date + 1 basis using security trade information communicated by the Trust’s investment advisor.

• For each valuation date, obtain prices from a pricing source approved by the Board of Trustees of the Trust and apply those prices to the portfolio positions.

• Account for dividends, interest and corporate actions received by each Portfolio.

• Transmit a copy of the portfolio valuation to the Trust’s investment advisor daily.

• Reconcile cash of each Portfolio with the Trust’s custodian.

• Reconcile portfolio holdings of each Portfolio with the Trust’s custodian.

• Reconcile capital stock of each Portfolio with the Trust’s transfer agent.

• Assist the Trust’s Administrator in the preparation of the Portfolios’ expense projections and establishment of daily accruals.

• Process and record payments for Trust and Portfolio expenses upon receipt of written authorization.

• Account for Portfolio share purchases, sales, exchanges, transfers, dividend reinvestments, and other Portfolio share activity as reported by the Trust’s transfer agent on a timely basis.

• Determine net investment income for each Portfolio as of each valuation date. Account for periodic distributions of earnings to shareholders and maintain undistributed net investment income balances as of each valuation date.

• Maintain the books and records and accounting controls for each Portfolio’s assets.

• Determine the net asset value of each Portfolio according to the accounting policies and procedures set forth in the Trust’s current prospectus.

• For each day the market is open calculate per share net asset value, per share net earnings, and other per share amounts reflective of the Portfolio operations for each class of each Portfolio.

• Communicate the daily net asset value and per share distributions to the Trust’s investment advisor, transfer agent, and (once the Portfolio meets eligibility requirements) transmit to NASDAQ and to such other entities as directed by the Trust.

• Produce transaction data, financial reports, and such other periodic and special reports as the Board, auditors or regulators may reasonably request.

• Maintain tax lot detail for each Portfolio’s investment portfolio.

• Calculate taxable gain/loss on a security sale using the tax lot relief method specified by the Trust’s investment advisor.

• In conjunction with the Trust’s Administrator, provide the necessary reports and information deemed necessary to calculate the annual dividend and capital gains distribution in accordance with the policies and procedures detailed in the Trust’s prospectus.

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The duties of the Fund Accountant shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Accountant hereunder. These services do not include correcting, verifying or addressing any prior actions or inactions by the Trust or any Portfolio or by any prior service provider. To the extent the Accountant agrees to take such action, those actions taken shall be deemed part of the Schedule B.

Additionally, the trustees of the Trust shall cause the officers, advisor, distributor, legal counsel, independent accountants, custodian, fund administrator and transfer agent for the Trust to cooperate with the Accountant and to provide the Accountant, upon request, with such information, documents and advice relating to the Trust and the Portfolios as is within the possession or knowledge of such persons, in order to enable the Accountant to perform its duties.

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EXHIBIT C

to

Mutual Fund Services Agreement

General Description of Fund Administration Services

Subject to the direction and control of the Trust’s Board of Trustees and utilizing information provided by the Trust and its agents, the Administrator will:

I. Financial and Tax Reporting

• Prepare agreed upon management reports and Board of Trustees materials such as unaudited financial statements, distribution summaries, and deviations of mark-to-market valuation and the amortized cost for money market funds.

• Calculate and report Portfolio performance to outside services as directed by Trust management.

• Compile data for and prepare, with respect to the Portfolios, timely Notices to the Commission required pursuant to Rule 24f-2 under the 1940 Act and Semi-Annual Reports on Form N-SAR.

• Compile data for and prepare, with respect to the Portfolios, Form N-Q required pursuant to Rule 30b-1-5 under the 1940 Act.

• Prepare the financial statements for the Annual and Semi-Annual Reports required pursuant to Section 30(d) under the 1940 Act, subject to the review and approval of the Trust and the Trust’s independent accounts.

• Provide Portfolio financial and performance information for inclusion in the Registration Statement for the Trust (on Form N-1A or any replacement therefore) and any amendments thereto, subject to the review of Trust counsel.

• Coordinate the printing of the Portfolios’ Semiannual and Annual Reports to Shareholders and Prospectus.

• Coordinate the preparation and filing of all required Trust filings with the Commission.

• Provide financial information for Trust proxy statements and Prospectuses.

• Assist in the preparation (for execution by the Trust) and filing of all federal income and excise tax returns and state income tax returns (and such other required tax filings as may be agreed to by the parties) other than those required to be made by the Trust’s custodian or transfer agent, subject to the review and approval of the Trust and the Trust’s independent accountants.

• Prepare and review the financial statement for the Portfolios’ Annual and Semi-Annual Reports included in Form N-CSR as required under the Sarbanes-Oxley Act; assist in compiling exhibits and disclosures for Form N-CSR as requested by the Advisor.

• Assist with the coordination, communications and data collection with regard to yearly audits by independent accountants.

• Determine and periodically monitor each Portfolio’s income and expense accruals and cause all appropriate expenses to be paid from Portfolio assets on proper authorization from the Trust.

II. Portfolio Compliance

• From time to time as the Administrator deems appropriate, check each Portfolio’s compliance with the policies and limitations of each Portfolio relating to the portfolio investments as set forth in the Prospectus and Statement of Additional Information and monitor each Portfolio’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (but these functions shall not relieve the Trust’s investment advisor and sub-advisors, if any, of their primary day-to-day responsibility for assuring such compliance)

• Assist with monitoring each Portfolio’s compliance with investment restrictions (e.g., issuer or industry diversification, etc.) listed in the current Prospectus and Statement of Additional Information.

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• Assist with monitoring investment manager's compliance with Board directives such as “Approved Issuers Listings for Repurchase Agreements”, Rule 17a-7, and Rule 12d-3 procedures.

III. General Administration

• Assist in the acquisition of the Trust’s fidelity bond required by the 1940 Act, monitor the amount of the bond and make the necessary Commission filings related thereto.

• Maintain, and/or coordinate with the other service providers the maintenance of, the accounts, books and other documents required pursuant to Rule 31a-1(a) and (b) under the 1940 Act.

• Develop with legal counsel and the secretary of the Trust an agenda for each board meeting and, if requested by the Trustees, attend board meetings and prepare minutes.

• In conjunction with the Trust’s Fund Accountant, calculate and track annual dividend and capital gains distributions subject to review and approval by the Trust and its independent accountants.

• In conjunction with the Trust’s Transfer Agent, notify shareholders as to what portion, if any, of the distributions made by the Portfolios during the prior fiscal year were eligible for special tax treatment such as exempt-interest dividends under Section 852(b)(5)(A) of the Code.

• Generally assist in the Trust’s administrative operations as mutually agreed to by the parties.

• For new Portfolios obtain Employer Identification Number and CUSIP numbers. Estimate organizational costs and expenses and monitor against actual disbursements.

• Assist with the coordination, communications and data collection with regard to regulatory examinations.

IV. Regulatory Affairs and Corporate Governance

• Assist Trust counsel in the preparation and filing of post-effective amendments to the Trust's registration statement on Form N-lA and supplements as needed.

• Administer shareholder meetings, and assist Trust counsel in the preparation and filing of proxy materials.

• Prepare Board materials for all Board meetings.

• Assist with the review and monitoring of fidelity bond and errors and omissions insurance coverage and make any related regulatory filings.

• File copies of financial reports to shareholders with the SEC under Rule 30b2-1.

The duties of the Fund Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. These services do not include correcting, verifying or addressing any prior actions or inactions by the Trust or any Portfolio or by any prior service provider. To the extent the Administrator agrees to take such action, those actions taken shall be deemed part of the Schedule C.

Additionally, the directors of the Trust shall cause the officers, advisor, distributor, legal counsel, independent accountants, custodian, fund accountant and transfer agent for the Trust to cooperate with the Administrator and to provide the Administrator, upon request, with such information, documents and advice relating to the Trust and the Portfolios as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties.

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EXHIBIT D

to

Mutual Fund Services Agreement

General Description of Transfer Agency Services

The following is a general description of the transfer agency services Unified shall provide to the Trust.

• Provide a recordkeeping system that supports front-end load, back-end load (CDSC), no-load and redemption fee Portfolios.

• Provide asset allocation functionality including rebalancing of shareholder accounts.

• Establish and maintain shareholder accounts and records, including, but not limited to, address, dividend option, taxpayer identification numbers and wire instructions.

• Process shareholder transactions (purchase, redemption and exchange orders), received in good form and in accordance with each Portfolio’s prospectus.

• Process transfers of shares, received in good form, in accordance with shareholder instructions.

• Execute transactions directly with broker-dealers, investment advisors and other institutions acting on behalf of investors as authorized by the Distributor.

• Calculate amounts due under 12b-1 and/or service plans and provide reports.

• Issue confirmations in compliance with Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the “1934 Act”).

• Issue monthly, quarterly or annual statements as agreed upon with the Trust.

• File IRS forms 1099, 5498, and 1042-S with shareholders and/or the IRS. File IRS forms 1042 and 945 with the IRS. The 1042 and 945 filings are made by Unified on behalf of the Trust only if Unified has the authority and means to access the Trust bank accounts to facilitate the required payments to the IRS.

• Perform such services as are required to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the “Lost Shareholder Rules”).

• Record the issuance of shares and maintain pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of shares of each Portfolio which are authorized, based upon data provided to it by the Trust, and issued and outstanding.

• Process and transmit payments for dividends and distributions declared by the Trust for each Portfolio, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with shareholder instructions.

• Provide access to NSCC’s Fund/SERV and Networking, and review, amend, and negotiate networking agreements with broker/dealer members of the Master Selling Group Agreement on behalf of the Trust, as necessary to facilitate the operational services set forth herein. Additional functionality may be available and supported as an optional service.

• Provide for (i) Blue Sky registrations in such jurisdictions and in such amounts as from time to time directed by the Trust, and (ii) a Blue Sky system that will enable the Trust to monitor the total number of shares of each Portfolio sold in each state. In addition, the Trust or its agent, including Unified, shall identify to Unified in writing those transactions and assets to be treated as exempt from the Blue Sky reporting for each state.

• Answer correspondence from shareholders, broker-dealers, and others relating to the Portfolios and such other correspondence as may from time to time be mutually agreed upon.

• Establish procedures and controls designed to mitigate risk to the Trust which are compliant with applicable SEC regulations. Unified and the Trust recognize that from time to time policies not governed by SEC regulation or the Trust’s prospectus must be implemented. Except under the direction of a court competent jurisdiction or under rules promulgated by the SEC, such implementation by Unified of changes in procedures that affect or impact either the prospectus or statement of additional information disclosure or both, shall be effected only after receipt of the prior written consent of the Trust.

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The duties of the Transfer Agent shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Transfer Agent hereunder. These services do not include correcting, verifying or addressing any prior actions or inactions by the Trust or any Portfolio or by any prior service provider. To the extent the Transfer Agent agrees to take such action, those actions taken shall be deemed part of the Schedule D.

Additionally, the directors of the Trust shall cause the officers, advisor, distributor, legal counsel, independent accountants, custodian, fund accountant and administrator for the Trust to cooperate with the Transfer Agent and to provide the Transfer Agent, upon request, with such information, documents and advice relating to the Trust and the Portfolios as is within the possession or knowledge of such persons, in order to enable the Transfer Agent to perform its duties.

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EXHIBIT E

to

Mutual Fund Services Agreement

General Description of the Unified AML Program Services

The following is a general description of the Unified AML Program services Unified shall provide to the Trust:

• Customer Identification. Verify shareholder identity upon opening new accounts, consistent with the Unified AML Program, and perform such other checks and verifications as are specified in Unified’s Customer Identification Program (which is a component of the Unified AML Program).

• Purchase Transactions. Unified shall reject and return to sender any and all checks, deposits, and other deliveries of cash or property that do not comply with the Unified AML Program, subject to the provisions of any additional agreement between the Trust and Unified regarding special liability checks and other remittances.

• Monitoring and Reporting. Monitor shareholder transactions and identify and report suspicious activities that are required to be so identified and reported, including suspicious activity reports or Form 8300 reports, and provide other reports of shareholder activity to the Securities and Exchange Commission, the U.S. Treasury Department, the Internal Revenue Service, and other appropriate authorities, in each case consistent with the Unified AML Program.

• Frozen Accounts. Unified shall place holds on transactions in shareholder accounts or freeze assets in shareholder accounts as provided for in the Unified AML Program.

• Maintenance of Records. Maintain all records or other documentation related to shareholder accounts and transactions therein that are required to be prepared and maintained pursuant to the Unified AML Program, and make the same available for inspection by (1) the Trust’s compliance officer, (2) any auditor of the Trust, (3) regulatory or law enforcement authorities, and (4) those other persons specified in the Unified AML Program (5) the Trust Distributor (Timothy Partners, Ltd.).

• Other Services. Unified shall apply all other policies and procedures of the Unified AML Program to the Trust.

• Maintenance of the Unified AML Program. Unified shall maintain and modify the Unified AML Program from time to time to ensure that it remains reasonably designed to ensure compliance with the Applicable AML Laws. Upon request by the Trust, Unified shall make available its compliance personnel to the Trust and the Trust’s counsel to discuss amendments to the Unified AML Program that the Trust or its counsel believes are necessary to keep such program in compliance with Applicable AML Laws. Changes to Unified’s AML Program or special procedures may be implemented, at Unified’s sole discretion, for an additional fee to be agreed upon. The Trust may cancel its participation in the Unified AML Program at any time, and no further fees to Unified in respect of such program shall accrue after the date of cancellation.

• Annual Certification. On an annual basis during the term of this Agreement, Unified will certify to the Trust’s Board of Trustees that it has implemented the Unified AML Program and that it will continue to perform the specific requirements of the Unified AML Program in accordance with the terms of this Agreement. Unified shall provide a monthly certification to the Trust’s Chief Compliance Officer, and the Trust Distributor. The monthly report shall contain at least the number of reports for all accounts during the preceding month, the number of suspicious accounts discovered during the month and the number of SAR’s, if any, that were submitted.

21

EXHIBIT F

to

Mutual Fund Services Agreement

MUTUAL FUND SERVICES FEE SCHEDULE

The prices contained herein are effective for thirty-six months from the execution date of the Mutual Fund Services Agreement. The below pricing represents Unified’s transfer agency, fund accounting and administrative services. Unified’s proposal is subject to change upon further review of the service requirements. Additional services not contemplated in this schedule will be negotiated on a case-by-case basis.

I New Fund Start-Up/Existing Fund Conversion Fee
•     New fund establishment – Transfer Agency	- INCLUDED
•     Electronic conversion – Transfer Agency	- WAIVED
•     New fund establishment - Fund Accounting	- INCLUDED
•     Electronic conversion - Fund Accounting	- WAIVED
•     New fund establishment - Administration	- INCLUDED
•     Electronic conversion - Administration	- WAIVED

II Standard Base Fees (Billed Monthly)* (As defined in Exhibits B, C, D and E of the Mutual Fund Services Agreement)

0.35% for the first $100 million in average net assets per Trust per year; plus

0.25% on average net assets between $100 million and $200 million per Trust per year; plus

0.13% on average net assets between $200 million and $400 million per Trust per year; plus

0.08% on average net assets in excess of $400 million per Trust per year.

*Subject to $800,000 annual minimum for the 12 Timothy Plan portfolios defined on Exhibit A.

Base Fees do not include out-of-pocket expenses which include but are not limited to: fulfillment services, form design and printing, statement and confirmation production, paper and envelope design and printing, postage and handling, shipping, bank fees, NSCC charges, portfolio pricing fees, record storage, telephone charges, DST FanMail, portfolio pricing fees, blue sky state registration fees and all other expenses incurred on behalf of the Trust. Additional fees not contemplated in this schedule will be negotiated on a per occurrence basis.

III Additional Fees For Services Outside the Standard Base

Transfer Agency
•        IRA Account Annual Maintenance	- $10.00 per account
•        Mailings (i.e., semi-annual, annual reports)	- External Vendor – Pass through
•        Fulfillment (3rd Party)	- External Vendor – Pass through
•        AD-HOC Report Generation	- External Vendor – Pass through
•        Anti-Money Laundering – Customer
Identification Program (Patriot Act) Fees
New Account Service Fee	- INCLUDED
Research	- INCLUDED
Suspicious Report Filing	- INCLUDED
•        Closed Account Fee	- INCLUDED
•        Escheatment Processing	- INCLUDED
•        Statement/Check Copies	- INCLUDED
•        Offline Shareholder Research	- INCLUDED
•        Interactive Voice Response System Set-up	- INCLUDED

22

•        Shareholder labels/files for mailings	- INCLUDED
•        Commission Payment Processing	- INCLUDED
•        12b-1/Services Fee Payment Processing	- INCLUDED
•        Bank Reconciliation Services	- INCLUDED
•        Regulatory Request Support	- Quoted Separately
Fund Accounting
•        Additional Portfolio Sub-Advisor Fee	- INCLUDED
•        Multiple Custodian Fee	- INCLUDED
•        Non- Routine Investment Processing:	- INCLUDED
•   Short Sales
•   Options
•   Futures
•   SWAPs
•        Additional Brokers Used For Short Sales	- INCLUDED
•        High Trade Volume
- Domestic Equity	- INCLUDED
- International Equity and Fixed Income	- INCLUDED
- Domestic Fixed Income	- INCLUDED
•        Illiquid / Manually-Priced Securities	- INCLUDED
•        AD-HOC Report Generation	- External Vendor – Pass through
•        Regulatory Request Support	- Quoted Separately
Administration
•        Automated Compliance Testing	- INCLUDED
•        Blue Sky Vendor Filing Fees	- INCLUDED
•        Regulatory Request Support	- Quoted Separately
•        Such other duties related to the Administration of the Fund as agreed to by Unified	- Negotiable

IV Repricing Charges

For incorrect or untimely information provided by an Advisor or its Agent that impacts Unified’s provision of transfer agency services and fund accounting services, Unified will charge $1,000 per day for each day that a portfolio is repriced (based on the accepted industry model where the NAV error is greater than or equal to  ¹/2 of 1% of the impacted fund’s NAV) and shareholder activity must be reprocessed.

V Systems Programming Charges*

•     System Support Representative	- $150 per hour
•     Programmers, Consultants, or Department Heads	- $200 per hour
•     Officers	- $250 per hour
•     Third Party Vendor	- External Vendor – Pass through

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

23

VI Additional Internet Services Available – to be paid by Fund
Optional Services
•     Management of a custom “My Account” site	- INCLUDED
•     Institutional/Broker-Dealer “My Account” system	- INCLUDED
•     Set-up fee to link standard “My Account” system to existing website. Includes adding fund logo.	- INCLUDED
•     Electronic statements set-up fee	- INCLUDED
•     Electronic statement creation, delivery and tracking	- $0.50 per statement
•     Electronic delivery and tracking of financial statements and prospectuses to existing shareholders	- $0.50 per electronic delivery
•     Customized Programming	- Billed at $250 per hour
•     Advisor Access to the Transfer Agency System	- INCLUDED

Please initial each of the pages of these fee schedules and sign below. Your signature indicates acceptance of the fee schedule for Transfer Agency, Fund Accounting, and Fund Administration services.

THE TIMOTHY PLAN	UNIFIED FUND SERVICES, INC.
By:	By:
Print Name:	Print Name:
Title:	Title:
	Date:
	Attest:

24

EX-99.I

DAVID JONES & ASSOC., P.C.

Law Firm

395 Sawdust, # 2148 The Woodlands, TX 77380		F (281) 419-0564 P (281) 419-0584
djones@40actlaw.com		sdrake@40actlaw.com

April 30, 2007

The Timothy Plan

1304 West Fairbanks Avenue

Winter Park, Florida 32789

Ladies and Gentlemen:

I have been asked by The Timothy Plan (the “Trust”), a business trust organized under the laws of the State of Delaware, to render my opinion with respect to the issuance of an indefinite number of shares of beneficial interest of the Trust (the “Shares”) representing proportionate interests in the following series of the Trust (each a “Fund” and together the “Funds”):

Aggressive Growth Fund

International Fund

Large/Mid Cap Growth Fund

Small Cap Value Fund

Large/Mid Cap Value Fund

Fixed Income Fund

High Yield Bond Fund

Money Market Fund

The Timothy Plan Conservative Growth Fund Variable Series; and

The Timothy Plan Strategic Growth Fund Variable Series

The Shares of the Funds are separate series of the Trust consisting of one or more classes of shares, all as more fully described in the applicable Prospectus and Statement of Additional Information of the Funds, as contained in the Trust’s post effective amendment # 28 to its Registration Statement on Form N-1A (“PEA#28”).

I have examined the Trust’s Declaration of Trust, By-Laws, the Prospectuses and Statements of Additional Information and such other documents, records and certificates, including the full contents of PEA # 28, as deemed necessary for the purposes of this opinion. All documents reviewed by us that were provided to us as copies, and not in original form, have been presumed by us to be genuine, and we did not conduct any independent inquiry to determine the authenticity of any such document.

Based on the foregoing, I am of the opinion that the Shares of each Fund, when issued, delivered and paid for in accordance with the terms of the then current Prospectus and Statement of Additional Information, will be legally issued, fully paid, and non-assessable by the Trust. Further, I give my permission to include this opinion as an exhibit to the Trust’s PEA # 28.

Very Truly Yours,

David D. Jones

Attorney & Counselor at Law

EX-99.J

Consent of Independent Registered Public Accounting Firm

As independent registered public accountants, we hereby consent to the use of our reports incorporated by reference herein dated February 21, 2007 appearing in the Annual Report to Shareholders of Timothy Plan Conservative Growth Portfolio Variable Series, Timothy Plan Strategic Growth Portfolio Variable Series, and Timothy Plan Small-Cap Variable Series, and our report dated March 9, 2007, appearing in the Annual Report to Shareholders of Timothy Plan Small-Cap Value Fund, Timothy Plan Large/Mid-Cap Value Fund, Timothy Plan Aggressive Growth Fund, Timothy Plan Large/Mid-Cap Growth Fund, Timothy Plan Fixed Income Fund, Timothy Plan Strategic Growth Fund, Timothy Plan Conservative Growth Fund, Timothy Plan Money Market Fund, and Timothy Plan Patriot Fund, each for the year ended December 31, 2006 and to the references to our firm in the Prospectus and Statement of Additional Information in this Post-Effective Amendment to the Registration Statement on Form N-1A of the Timothy Plan (SEC File No. 811-08228 and 033-73248).

Cohen Fund Audit Services, Ltd.

Westlake, Ohio

May 1, 2007

EX-99.M6

AMENDMENT

PLAN OF DISTRIBUTION

PURSUANT TO RULE 12b-1

TIMOTHY PLAN CLASS A SHARES

WHEREAS, The Timothy Plan, an unincorporated business trust organized and existing under the laws of the state of Delaware (the “Trust”), engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the”1940 Act”); and

WHEREAS, the Trust is authorized to issue an unlimited number of shares of beneficial interest (the “Shares”), in separate series representing the interests in separate funds of securities and other assets (the “Portfolios”); and

WHEREAS, the Trust desires to offer a new Series called the High Yield Fund (the “Series”) as indicated by a unanimous vote by the Trust’s Board of Trustees on the 23^rd day of February, 2007; and all pursuant to the requirements of the 1940 Act; and

WHEREAS, the Trust is further authorized to divide each Series into various Classes of Shares, each representing an undivided proportionate interest in such Series and differing in sales charges and ongoing fees and expenses; and

WHEREAS, the Series shall be offered in Class A Shares; and

WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not interested persons of the Trust, as defined in the 1940 Act, and who have no direct or indirect financial interest in the operation of this Plan of Distribution Pursuant to Rule 12b-1 (the “Plan”) or in any agreement relating hereto (the “Non-Interested Trustees”), having determined, in the exercise of their reasonable business judgment and in light of their fiduciary duties under state law and under Section 36(a) and (b) of the 1940 Act, that there is a reasonable likelihood that the Plan will benefit the Trust and its shareholders, have approved the Plan by votes cast at a meeting called for the purpose of voting hereon and on any agreements related hereto; and

NOW, THEREFORE, the Trust hereby Amends the Plan in accordance with Rule 12b-1 under the 1940 Act to incorporate Class A Class Shares of the Series defined herein. All other terms and conditions of the Plan of Distribution shall remain in effect and unchanged.

IN WITNESS THEREOF, the Trustees of the Trust, including a majority of the Non-Interested Trustees, have approved this Plan at a meeting held on February 23, 2007.

THE TIMOTHY PLAN

By:

Secretary

AMENDMENT

PLAN OF DISTRIBUTION

PURSUANT TO RULE 12b-1

TIMOTHY PLAN CLASS A SHARES

WHEREAS, The Timothy Plan, an unincorporated business trust organized and existing under the laws of the state of Delaware (the “Trust”), engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the”1940 Act”); and

WHEREAS, the Trust is authorized to issue an unlimited number of shares of beneficial interest (the “Shares”), in separate series representing the interests in separate funds of securities and other assets (the “Portfolios”); and

WHEREAS, the Trust desires to offer a new Series called the International Fund (the “Series”) as indicated by a unanimous vote by the Trust’s Board of Trustees on the 23^rd day of February, 2007; and all pursuant to the requirements of the 1940 Act; and

WHEREAS, the Trust is further authorized to divide each Series into various Classes of Shares, each representing an undivided proportionate interest in such Series and differing in sales charges and ongoing fees and expenses; and

WHEREAS, the Series shall be offered in Class A Shares; and

WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not interested persons of the Trust, as defined in the 1940 Act, and who have no direct or indirect financial interest in the operation of this Plan of Distribution Pursuant to Rule 12b-1 (the “Plan”) or in any agreement relating hereto (the “Non-Interested Trustees”), having determined, in the exercise of their reasonable business judgment and in light of their fiduciary duties under state law and under Section 36(a) and (b) of the 1940 Act, that there is a reasonable likelihood that the Plan will benefit the Trust and its shareholders, have approved the Plan by votes cast at a meeting called for the purpose of voting hereon and on any agreements related hereto; and

NOW, THEREFORE, the Trust hereby Amends the Plan in accordance with Rule 12b-1 under the 1940 Act to incorporate Class A Class Shares of the Series defined herein. All other terms and conditions of the Plan of Distribution shall remain in effect and unchanged.

IN WITNESS THEREOF, the Trustees of the Trust, including a majority of the Non-Interested Trustees, have approved this Plan at a meeting held on February 23, 2007.

THE TIMOTHY PLAN

By:

Secretary

EX-99.M7

AMENDMENT

PLAN OF DISTRIBUTION

PURSUANT TO RULE 12b-1

TIMOTHY PLAN CLASS C SHARES

WHEREAS, The Timothy Plan, an unincorporated business trust organized and existing under the laws of the state of Delaware (the “Trust”), engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the”1940 Act”); and

WHEREAS, the Trust is authorized to issue an unlimited number of shares of beneficial interest (the “Shares”), in separate series representing the interests in separate funds of securities and other assets (the “Portfolios”); and

WHEREAS, the Trust desires to offer a new Series called the High Yield Fund (the “Series”) as indicated by a unanimous vote by the Trust’s Board of Trustees on the 23^rd day of February, 2007; and all pursuant to the requirements of the 1940 Act; and

WHEREAS, the Trust is further authorized to divide each Series into various Classes of Shares, each representing an undivided proportionate interest in such Series and differing in sales charges and ongoing fees and expenses; and

WHEREAS, the Series shall be offered in Class C Shares, which Class is sold to the public without sales charges (Load) but with a contingent deferred sales charge; and

WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not interested persons of the Trust, as defined in the 1940 Act, and who have no direct or indirect financial interest in the operation of this Plan of Distribution Pursuant to Rule 12b-1 (the “Plan”) or in any agreement relating hereto (the “Non-Interested Trustees”), having determined, in the exercise of their reasonable business judgment and in light of their fiduciary duties under state law and under Section 36(a) and (b) of the 1940 Act, that there is a reasonable likelihood that the Plan will benefit the Trust and its shareholders, have approved the Plan by votes cast at a meeting called for the purpose of voting hereon and on any agreements related hereto; and

NOW, THEREFORE, the Trust hereby Amends the Plan in accordance with Rule 12b-1 under the 1940 Act to incorporate Class C Class Shares of the Series defined herein. All other terms and conditions of the Plan of Distribution shall remain in effect and unchanged.

IN WITNESS THEREOF, the Trustees of the Trust, including a majority of the Non-Interested Trustees, have approved this Plan at a meeting held on February 23, 2007.

THE TIMOTHY PLAN

By:

Secretary

AMENDMENT

PLAN OF DISTRIBUTION

PURSUANT TO RULE 12b-1

TIMOTHY PLAN CLASS C SHARES

WHEREAS, The Timothy Plan, an unincorporated business trust organized and existing under the laws of the state of Delaware (the “Trust”), engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the”1940 Act”); and

WHEREAS, the Trust is authorized to issue an unlimited number of shares of beneficial interest (the “Shares”), in separate series representing the interests in separate funds of securities and other assets (the “Portfolios”); and

WHEREAS, the Trust desires to offer a new Series called the International Fund (the “Series”) as indicated by a unanimous vote by the Trust’s Board of Trustees on the 23^rd day of February, 2007; and all pursuant to the requirements of the 1940 Act; and

WHEREAS, the Trust is further authorized to divide each Series into various Classes of Shares, each representing an undivided proportionate interest in such Series and differing in sales charges and ongoing fees and expenses; and

WHEREAS, the Series shall be offered in Class C Shares, which Class is sold to the public without sales charges (Load) but with a contingent deferred sales charge; and

WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not interested persons of the Trust, as defined in the 1940 Act, and who have no direct or indirect financial interest in the operation of this Plan of Distribution Pursuant to Rule 12b-1 (the “Plan”) or in any agreement relating hereto (the “Non-Interested Trustees”), having determined, in the exercise of their reasonable business judgment and in light of their fiduciary duties under state law and under Section 36(a) and (b) of the 1940 Act, that there is a reasonable likelihood that the Plan will benefit the Trust and its shareholders, have approved the Plan by votes cast at a meeting called for the purpose of voting hereon and on any agreements related hereto; and

NOW, THEREFORE, the Trust hereby Amends the Plan in accordance with Rule 12b-1 under the 1940 Act to incorporate Class C Class Shares of the Series defined herein. All other terms and conditions of the Plan of Distribution shall remain in effect and unchanged.

IN WITNESS THEREOF, the Trustees of the Trust, including a majority of the Non-Interested Trustees, have approved this Plan at a meeting held on February 23, 2007.

THE TIMOTHY PLAN

By:

Secretary