Timothy Plan Family of Funds

497 1 d445142d497.htm TIMOTHY PLAN FAMILY OF FUNDS Timothy Plan Family of Funds

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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 production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, 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 Advisor 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 subsequently discovered to be engaged in a prohibited practice, that security will be sold as soon as is reasonably practicable.

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.

Before you invest, you should review this prospectus, which contains more information about these Funds and their risks. You can also find this prospectus and other information about the Fund online at www.timothyplan.com. You can also get this information at no cost by calling (800) 846-7526 or by sending an e-mail request to invest@timothyplan.com.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Table of Contents


Section 1 \| Fund Summaries
	This section provides you with an overview of the Funds, including investment objectives, fees and expenses, and historical performance information.

	Aggressive Growth Fund	3
	International Fund	7
	Large/Mid Cap Growth Fund	11
	Small Cap Value Fund	15
	Large/Mid Cap Value Fund	19
	Fixed Income Fund	23
	High Yield Bond Fund	27
	Israel Common Values Fund	31
	Defensive Strategies Fund	35
	Emerging Markets Fund	39
	Strategic Growth Fund	42
	Conservative Growth Fund	47

Section 2 \| Description of Our Funds
	This section sets forth a general description of important information you should know about each of our Funds.

	Traditional Funds	52
	Asset Allocation Funds	62

Section 3 \| Who Manages Your Money
	This section gives you a detailed discussion of our Investment Advisor and Investment Managers.

	The Investment Advisor	66
	The Investment Managers	66

Section 4 \| How You Can Buy and Sell Shares
	This section provides the information you need to move money into or out of your account.

	What Share Classes We Offer	71
	How to Reduce Your Sales Charge	72
	How to Buy Shares	73
	How to Sell Shares	75

Section 5 \| General Information
	This section summarizes the Funds’ distribution policies and other general Fund information.

	Dividends, Distributions and Taxes	77
	Net Asset Value	77
	Fair Value Pricing	77
	Frequent Trading	78
	Distribution and Service Plans	78
	Fund Service Providers	78
	Privacy Policy	79
	Customer Identification Program	79

Section 6 \| Financial Highlights
	This section provides the Funds’ financial performance for the past six fiscal periods.
		80

Section 7 \| For More Information
	This section tells you how to obtain additional information relating to the Funds.
		102

Appendix A \| Applications
	This appendix is not part of the prospectus; it contains the Funds’ investment applications.

	New Account Application	Form A
	Request for Transfer	Form B

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Aggressive Growth Fund

CLASS A: TAAGX | CLASS C: TCAGX

INVESTMENT OBJECTIVE

The investment objective of this Fund is to provide you with long-term growth of capital.

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Timothy Plan Funds. More information about these and other discounts is available from your financial professional and in “How to Reduce Your Sales Charge” on page 72 of the prospectus and “Purchase, Redemption, and Pricing of Shares” on page 38 of the Funds’ Statement of Additional Information.

Shareholder Fees

(fees paid directly from your investment)


	Class A	Class C
Maximum sales charge (load) imposed 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)⁽¹⁾	None	1.00%
Redemption fees	None	None
Exchange fees	None	None

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)


	Class A	Class C

Management Fee	0.85%	0.85%

Distribution/Service(12b-1 Fees)	0.25%	1.00%
Other Expenses (including administrative fees, transfer agency fees, sub-transfer agency fees, and all other ordinary operating expenses not listed above)	1.02%	1.02%

Acquired Funds Fees and Expenses	0.01%	0.01%

Total Annual Fund Operating Expenses⁽²⁾	2.13%	2.88%

(1)

A one percent (1%) contingent deferred sales charge is imposed on any Class C shares sold within the first thirteen months after purchase. 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 amounts 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.

(2)	Total Annual Fund Operating Expenses do not correlate to the ratio of average net assets in the Financial Highlights Table, which reflects the operating expenses of the Fund and does not include Acquired Fund fees and expenses.

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Example:

This Example is intended to help you compare the cost of investing in the Fund 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. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


	Class A	Class C (with redemption)	Class C (without redemption)
1 Year	$754	$391	$291
3 Years	$1,180	$892	$892
5 Years	$1,631	$1,518	$1,518
10 Years	$2,877	$3,204	$3,204

The Example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.

PORTFOLIO TURNOVER

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was 147% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

•

This Fund seeks to achieve its investment strategy by normally investing at least 80% of the Fund’s total assets in U.S. common stocks without regard to market capitalizations.

•

This Fund invests using a growth investing style. Growth funds generally focus on stocks of companies believed to have above-average potential for growth in revenue, earnings, cash flow, or other similar criteria. These stocks typically have low dividend yields and above-average prices in relation to such measures as earnings and book value. Growth and value stocks have historically produced similar long-term returns, though each category has periods when it outperforms the other.

•

The Fund invests 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. Companies that meet or exceed specific criteria established by the Manager in the selection process are purchased. Securities are sold when they reach internally determined pricing targets or no longer qualify under the Manager’s investment criteria.

•

The Fund may, from time to time, take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, or other conditions. When the Fund takes a defensive position, the Fund’s assets will be held in cash and/or cash equivalents.

•

The Fund will not invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or alternative lifestyles.

PRINCIPAL 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.

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.

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.

Growth Risk | The Fund often invests in companies after assessing their growth potential. Securities of growth companies may be more volatile than other stocks. If the portfolio manager’s perception of a company’s growth potential is not realized, the securities purchased may not perform as expected, reducing the Fund’s return. In addition, because different types of stocks tend to shift in and out of favor depending on market and economic conditions, “growth” stocks may perform differently from the market as a whole and other types of securities.

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7.	Who Should Buy This Fund \| The Fund is most 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 provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up-to-date returns are available on the Fund’s website at www.timothyplan.com, or by calling the Fund at (800) 846-7526.

The bar chart does not reflect sales charges. If these charges were reflected, the returns would be less than those shown.

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

(for calendar years ending on December 31)

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Average Annual Total Returns

(for periods ending on December 31, 2012)


Aggressive Growth	Class A			Class C
	1 Year	5 Year	10 Year	1 Year	5 Year	Since Inception
Return before taxes	6.23%	(0.05)%	6.70%	10.55%	0.38%	3.46%
Return after taxes on distributions (1)	6.23%	(0.07)%	6.30%	10.55%	0.36%	3.01%
Return after taxes on distributions and sale of shares (1)	4.05%	(0.06)%	5.87%	6.86%	0.31%	2.96%
Russell Mid Cap Growth Index (2) (reflects no deduction for fees, expenses or taxes)	15.81%	3.23%	10.32%	15.81%	3.23%	6.91%

(1)

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.

(2)	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.

MANAGEMENT

Investment Advisor

Timothy Partners, Ltd.

Sub-Advisor

Chartwell Investment Partners serves as Investment Manager to the Fund.

Portfolio Managers

Edward Antoian, Managing Partner, Chief Investment Officer; and John Heffern, Managing Partner, Senior Portfolio Manager; of Chartwell, have served the Fund since January 1, 2008. Peter M. Schofield, CFA, Principal and Senior Portfolio Manager, has been serving the Fund since 2010.

PURCHASE AND SALE OF FUND SHARES

You may purchase, redeem or exchange shares of the Fund on any business day, which is any day the New York Stock Exchange is open for business. You may purchase, redeem or exchange shares of the Fund either through a financial advisor or directly from the Fund. The minimum initial purchase or exchange into the Fund is $1,000, or $50 through monthly systematic investment plan accounts. There is no minimum subsequent investment amount. There are no minimums for purchases or exchanges through employer-sponsored retirement plans, IRAs, or other qualified plans. The Fund shares are redeemable on any business day by contacting your financial advisor, or by written request to the Fund, by telephone, or by wire transfer.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income or capital gains.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your sales person to recommend the Fund over another investment. Ask your sales person or visit your financial intermediary’s website for more information.

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LOGO

International Fund

CLASS A: TPIAX | CLASS C: TPICX

INVESTMENT OBJECTIVE

The investment objective of this Fund is to provide you with long-term growth of capital.

FEES AND EXPENSES

Shareholder Fees

(fees paid directly from your investment)


	Class A	Class C
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)⁽¹⁾	None	1.00%
Redemption fees	None	None
Exchange fees	None	None

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)


	Class A	Class C

Management Fee	1.00%	1.00%

Distribution/Service(12b-1 Fees)	0.25%	1.00%
Other Expenses (including administrative fees, transfer agency fees, sub-transfer agency fees, and all other ordinary operating expenses not listed above)	0.57%	0.57%

Fees and Expenses of Acquired Funds	0.02%	0.02%

Total Annual Fund Operating Expenses⁽²⁾	1.84%	2.59%

(1)

(2)	Total Annual Fund Operating Expenses do not correlate to the ratio of average net assets in the Financial Highlights Table, which reflects the operating expenses of the Fund and does not include Acquired Fund fees and expenses.

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Example:


	Class A	Class C (with redemption)	Class C (without redemption)
1 Year	$727	$362	$262
3 Years	$1,097	$805	$805
5 Years	$1,491	$1,375	$1,375
10 Years	$2,590	$2,925	$2,925

The Example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

•

This Fund seeks to achieve its investment objectives by normally investing at least 80% of the Fund’s total assets in the securities of foreign companies through the purchase of American Depository Receipts (ADRs), without regard to market capitalizations.

•

The Fund invests its assets in the ADRs of companies which the Fund’s Investment Manager believes show a high probability for superior growth. Companies that meet or exceed specific criteria established by the Manager in the selection process are purchased. Securities are sold when they reach internally determined pricing targets or no longer qualify under the Manager’s investment criteria.

•

The Fund allocates investments across countries and regions at the Manager’s discretion.

•

PRINCIPAL 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.

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. The Fund may invest in emerging markets. Emerging markets expose the Fund to additional risks due to the lack of historical or regulatory controls.

4.	Issuer-Specific Risk \| 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 ADRs 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.

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8.	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.

10.	Who Should Buy This Fund \| The Fund is most appropriate for investors who understand the risks of investing in the international stock markets and who are willing to accept significant amounts of volatility and risk.

PAST PERFORMANCE

The Fund commenced investment operations on May 3, 2007. The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up-to-date returns are available on the Fund’s website at www.timothyplan.com, or by calling the Fund at (800) 846-7526.

The bar chart does not reflect sales charges. If these charges were reflected, the returns would be less than those shown.

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

(for calendar years ending on December 31)

LOGO

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Average Annual Total Returns

(for periods ending on December 31, 2012)


International	Class A			Class C
	1 Year	5 Year	Since Inception	1 Year	5 Year	Since Inception
Return before taxes	8.36%	(6.85)%	(4.41)%	12.76%	(6.50)%	(4.20)%
Return after taxes on distributions (1)	8.07%	(7.34)%	(4.87)%	12.76%	(6.84)%	(4.51)%
Return after taxes on distributions and sale of shares (1)	5.44%	(5.97)%	(3.95)%	8.29%	(5.60)%	(3.70)%
MSCI EAFE Index (2) (reflects no deduction for fees, expenses or taxes)	13.55%	(6.57)%	(5.70)%	13.55%	(6.57)%	(5.70)%

(1)

(2)	The MSCI EAFE Index is a free float-adjusted market capitalization index that is designed to measure the equity market performance of 21 developed markets, excluding the U.S. and Canada.

MANAGEMENT

Investment Advisor

Timothy Partners, Ltd.

Sub-Advisor

Eagle Global Advisors serves as Investment Manager to the Fund.

Portfolio Managers

Edward Allen III, Senior Partner; Thomas Hunt III, Senior Partner; Steven Russo, Team Member; and John Gualy, Partner, of Eagle, have served the Fund since May 1, 2007.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income or capital gains.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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LOGO

Large/Mid Cap Growth Fund

CLASS A: TLGAX | CLASS C: TLGCX

INVESTMENT OBJECTIVE

The investment objective of this Fund is to provide you with long-term growth of capital.

FEES AND EXPENSES

Shareholder Fees

(fees paid directly from your investment)


	Class A	Class C
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) ⁽¹⁾	None	1.00%
Redemption fees	None	None
Exchange fees	None	None

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)


	Class A	Class C

Management Fee	0.85%	0.85%

Distribution/Service(12b-1 Fees)	0.25%	1.00%
Other Expenses (including administrative fees, transfer agency fees, sub-transfer agency fees, and all other ordinary operating expenses not listed above)	0.58%	0.59%

Fees and Expenses of Acquired Funds	0.01%	0.01%

Total Annual Fund Operating Expenses ⁽²⁾	1.69%	2.45%

(1)

(2)	Total Annual Fund Operating Expenses do not correlate to the ratio of average net assets in the Financial Highlights Table, which reflects the operating expenses of the Fund and does not include Acquired Fund fees and expenses.

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Example:


	Class A	Class C (with redemption)	Class C (without redemption)
1 Year	$712	$348	$248
3 Years	$1,053	$764	$764
5 Years	$1,417	$1,306	$1,306
10 Years	$2,438	$2,786	$2,786

The Example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

•

The Fund seeks to achieve its investment objective by primarily investing at least 80% of the Fund’s total assets in larger U.S. stocks. Larger stocks refer to the common stock of companies whose total market capitalization is generally greater than $2 billion. Current income is not a significant investment consideration and any such income realized will be considered incidental to the Fund’s investment objective.

•

The Fund normally invests in a portfolio of securities which includes a broadly diversified number of common stocks 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 “bottom up” approach of extensively analyzing the financial, management and overall economic conditions of each potential investment. Companies that meet or exceed specific criteria established by the Manager in the selection process are purchased. Securities are sold when they reach internally determined pricing targets or no longer qualify under the Manager’s investment criteria.

•

PRINCIPAL 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.

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Mid-Sized Company Investing Risk | Investing in mid-sized companies often involves greater risk than investing in larger companies. Mid-sized companies may not have the management experience, financial resources, product diversification and competitive strengths of larger companies. The securities of mid-sized companies, therefore, tend to be more volatile than the securities of larger, more established companies. Mid-sized 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 mid-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.

7.	Who Should Buy This Fund \| The Fund is most appropriate for investors who understand the risks of investing in the domestic stock markets and who are willing to accept moderate amounts of volatility and risk.

PAST PERFORMANCE

The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up-t to-date returns are available on the Fund’s website at www.timothyplan.com, or by calling the Fund at (800) 846-7526.

The bar chart does not reflect sales charges. If these charges were reflected, the returns would be less than those shown.

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

(for calendar years ending on December 31)

LOGO

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Average Annual Total Returns

(for periods ending on December 31, 2012)


Large/Mid Cap Growth	Class A			Class C
	1 Year	5 Year	10 Year	1 Year	5 Year	Since Inception
Return before taxes	8.40%	1.14%	4.60%	13.02%	1.56%	2.60%
Return after taxes on distributions (1)	6.78%	0.69%	4.19%	11.14%	1.06%	2.11%
Return after taxes on distributions and sale of shares (1)	6.07%	0.83%	3.90%	9.17%	1.18%	2.11%
Russell 1000 Growth Index (2) (reflects no deduction for fees, expenses or taxes)	15.26%	3.12%	7.52%	15.26%	3.12%	(5.00)%

(1)

(2)	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.

MANAGEMENT

Investment Advisor

Timothy Partners, Ltd.

Sub-Advisor

Chartwell Investment Partners serves as Investment Manager to the Fund.

Portfolio Managers

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income or capital gains.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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LOGO

Small Cap Value Fund

CLASS A: TPLNX | CLASS C: TSVCX

The investment objective of this Fund is to provide you with long-term growth of capital, with a secondary objective of current income.

FEES AND EXPENSES

Shareholder Fees

(fees paid directly from your investment)


	Class A	Class C
Maximum sales charge (load) imposed 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)⁽¹⁾	None	1.00%
Redemption fees	None	None
Exchange fees	None	None

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)


	Class A	Class C

Management Fee	0.85%	0.85%

Distribution/Service(12b-1 Fees)	0.25%	1.00%
Other Expenses (including administrative fees, transfer agency fees, sub-transfer agency fees, and all other ordinary operating expenses not listed above)	0.49%	0.49%

Fees and Expenses of Acquired Funds	0.01%	0.01%

Total Annual Fund Operating Expenses⁽²⁾	1.60%	2.35%

(1)

(2)	Total Annual Fund Operating Expenses do not correlate to the ratio of average net assets in the Financial Highlights Table, which reflects the operating expenses of the Fund and does not include Acquired Fund fees and expenses.

Page | 15

Example:


	Class A	Class C (with redemption)	Class C (without redemption)
1 Year	$704	$338	$238
3 Years	$1,027	$733	$733
5 Years	$1,373	$1,255	$1,255
10 Years	$2,346	$2,686	$2,686

The Example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

•

The Fund seeks to achieve its investment objective by primarily investing at least 80% of the Fund’s total assets in U.S. Small Cap stocks. Small Cap stocks refer to the common stock of smaller companies — companies whose total market capitalization is less than $2 billion. This Fund invests using a value investing style. Value funds typically emphasize stocks whose prices are below average in relation to such measures as earnings and book value; these stocks often have above-average dividend yields. Growth and value stocks have historically produced similar long-term returns, though each category has periods when it outperforms the other.

•

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 “bottom up” approach to investing. Companies that meet or exceed specific criteria established by the Manager in the selection process are purchased. Securities are sold when they reach internally determined pricing targets or no longer qualify under the Manager’s investment criteria.

•

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.

•

PRINCIPAL 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.

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.

16 | Page

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.

Value Investing Risk | Because different types of stocks tend to shift in and out of favor depending on market and economic conditions, “value” stocks may perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time. It is also possible that a value stock may never appreciate to the extent expected.

7.	Who Should Buy This Fund \| The Fund is most 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 provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up- to-date returns are available on the Fund’s website at www.timothyplan.com, or by calling the Fund at (800) 846-7526.

The bar chart does not reflect sales charges. If these charges were reflected, the returns would be less than those shown.

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

(for calendar years ending on December 31)

LOGO

Page | 17

Average Annual Total Returns

(for periods ending on December 31, 2012)


Small Cap Value	Class A			Class C
	1 Year	5 Year	10 Year	1 Year	5 Year	Since Inception
Return before taxes	10.65%	1.62%	7.42%	15.11%	2.00%	4.02%
Return after taxes on distributions (1)	10.59%	1.55%	6.35%	15.11%	1.93%	2.80%
Return after taxes on distributions and sale of shares (1)	6.92%	1.33%	6.09%	9.82%	1.66%	2.99%
Russell 2000 Index (2) (reflects no deduction for fees, expenses or taxes)	16.35%	3.56%	9.72%	16.35%	3.56%	5.75%

(1)

(2)	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.

MANAGEMENT

Investment Advisor

Timothy Partners, Ltd.

Sub-Advisor

Westwood Management Corp. serves as Investment Manager to the Fund.

Portfolio Managers

Lisa Dong, CFA; has served the Fund since 2008. William Costello, CFA, Graham Wong, CFA, and Matthew Lockridge, CFA have served the Fund since 2010.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income or capital gains.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

18 | Page

LOGO

Large/Mid Cap Value Fund

CLASS A: TLVAX | CLASS C: TLVCX

INVESTMENT OBJECTIVE

The investment objective of this Fund is to provide you with long-term growth of capital, with a secondary objective of current income.

FEES AND EXPENSES

Shareholder Fees

(fees paid directly from your investment)


	Class A	Class C
Maximum sales charge (load) imposed 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)⁽¹⁾	None	1.00%
Redemption fees	None	None
Exchange fees	None	None

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)


	Class A	Class C

Management Fee	0.85%	0.85%

Distribution/Service(12b-1 Fees)	0.25%	1.00%
Other Expenses (including administrative fees, transfer agency fees, sub-transfer agency fees, and all other ordinary operating expenses not listed above)	0.47%	0.47%

Fees and Expenses of Acquired Funds	0.01%	0.01%

Total Annual Fund Operating Expenses⁽²⁾	1.58%	2.33%

(1)

(2)	Total Annual Fund Operating Expenses do not correlate to the ratio of average net assets in the Financial Highlights Table, which reflects the operating expenses of the Fund and does not include Acquired Fund fees and expenses.

Page | 19

Example:


	Class A	Class C (with redemption)	Class C (without redemption)
1 Year	$702	$336	$236
3 Years	$1,021	$727	$727
5 Years	$1,363	$1,245	$1,245
10 Years	$2,325	$2,666	$2,666

The Example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

•

The Fund seeks to achieve its investment objective by primarily investing in U.S. common stocks. The Fund will normally invest at least 80% of the Fund’s total assets in companies whose total market capitalization exceeds $2 billion. This Fund invests using a value investing style. Value funds typically emphasize stocks whose prices are below average in relation to such measures as earnings and book value; these stocks often have above-average dividend yields. Growth and value stocks have historically produced similar long-term returns, though each category has periods when it outperforms the other.

•

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 “bottom up” approach to investing. Companies that meet or exceed specific criteria established by the Manager in the selection process are purchased. Securities are sold when they reach internally determined pricing targets or no longer qualify under the Manager’s investment criteria.

•

20 | Page

PRINCIPAL 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.

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.

Mid-Sized Company Investing Risk | Investing in mid-sized companies often involves greater risk than investing in larger companies. Mid-sized companies may not have the management experience, financial resources, product diversification and competitive strengths of larger companies. The securities of mid-sized companies, therefore, tend to be more volatile than the securities of larger, more established companies. Mid-sized 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 mid-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.

7.	Who Should Buy This Fund \| The Fund is most 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 provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up- to-date returns are available on the Fund’s website at www.timothyplan.com, or by calling the Fund at (800) 846-7526.

The bar chart does not reflect sales charges. If these charges were reflected, the returns would be less than those shown.

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

(for calendar years ending on December 31)

LOGO

Page | 21

Average Annual Total Returns

(for periods ending on December 31, 2012)


Large/Mid Cap Value	Class A			Class C
	1 Year	5 Year	10 Year	1 Year	5 Year	Since Inception
Return before taxes	6.94%	(1.04)%	8.13%	11.28%	(0.67)%	6.18%
Return after taxes on distributions (1)	6.82%	(1.23)%	7.44%	11.28%	(0.80)%	5.45%
Return after taxes on distributions and sale of shares (1)	4.51%	(1.00)%	6.95%	7.33%	(0.64)%	5.18%
S&P 500 Index (2) (reflects no deduction for fees, expenses or taxes)	16.00%	1.66%	7.10%	16.00%	1.66%	4.73%

(1)

(2)	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.

MANAGEMENT

Investment Advisor

Timothy Partners, Ltd.

Sub-Advisor

Westwood Management Corp. serves as Investment Manager to the Fund.

Portfolio Managers

Jay K. Singhania, CFA; and Mark Freeman, CFA; have served the Fund since 2005. Scott Lawson; Todd Williams, CFA; and Lisa Dong, CFA have served the Fund since 2008; Matthew R. Lockridge has served the Fund since 2013.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income or capital gains.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

22 | Page

LOGO

Fixed Income Fund

CLASS A: TFIAX | CLASS C: TFICX

INVESTMENT OBJECTIVE

The investment objective of this Fund is to generate a high level of current income consistent with prudent investment risk.

FEES AND EXPENSES

Shareholder Fees

(fees paid directly from your investment)


	Class A	Class C
Maximum sales charge (load) imposed on purchases (as % of offering price)	4.50%	None
Maximum deferred sales charges (load) (as a percentage of the lesser of original purchase price or redemption proceeds)⁽¹⁾	None	1.00%
Redemption fees	None	None
Exchange fees	None	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
	Class A	Class C
Management Fee	0.60%	0.60%
Distribution/Service(12b-1 Fees)	0.25%	1.00%
Other Expenses (including administrative fees, transfer agency fees, sub-transfer agency fees, and all other ordinary operating expenses not listed above)	0.46%	0.46%
Fees and Expenses of Acquired Funds	0.01%	0.01%
Total Annual Fund Operating Expenses	1.32%	2.07%
Fee Waiver and/or Expense Reimbursement	(0.15)%	(0.15)%
Total Annual Operating Expenses After Fee Waiver and/or Expense Reimbursement⁽²⁾	1.17%	1.92%

(1)

A one percent (1%) contingent deferred sales charge is imposed on any Class C shares sold within the first thirteen months after purchase. The Trust’s Distributor, Timothy Partners, Ltd., will pay a finder’s 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.

(2)	Total Annual Fund Operating Expenses do not correlate to the ratio of average net assets in the Financial Highlights Table, which reflects the operating expenses of the Fund and does not include Acquired Fund fees and expenses.

Page | 23

Example:


	Class A	Class C (with redemption)	Class C (without redemption)
1 Year	$564	$295	$195
3 Years	$837	$636	$636
5 Years	$1,129	$1,102	$1,102
10 Years	$1,960	$2,392	$2,392

The Example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

•

To achieve its goal, the Fund normally invests in a diversified portfolio of 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. Companies that meet or exceed specific criteria established by the Manager in the selection process are purchased. Securities are sold when they reach internally determined pricing targets or no longer qualify under the Manager’s investment criteria.

•

PRINCIPAL 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.

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 not 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 that invest in a broader array of securities.

6.	Who Should Buy This Fund \| The Fund is most appropriate for investors who want a high level of current income and are willing to accept a minor degree of volatility and risk.

24 | Page

PAST PERFORMANCE

The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up- to-date returns are available on the Fund’s website at www.timothyplan.com, or by calling the Fund at (800) 846-7526.

The bar chart does not reflect sales charges. If these charges were reflected, the returns would be less than those shown.

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

(for calendar years ending on December 31)

LOGO

Page | 25

Average Annual Total Returns

(for periods ending on December 31, 2012)


Fixed Income	Class A			Class C
	1 Year	5 Year	10 Year	1 Year	5 Year	Since Inception
Return before taxes	(2.08)%	3.74%	3.72%	0.78%	3.94%	3.24%
Return after taxes on distributions (1)	(2.69)%	2.67%	2.47%	0.36%	3.11%	2.23%
Return after taxes on distributions and sale of shares (1)	(1.35)%	2.56%	2.44%	0.51%	2.88%	2.17%
Barclays Capital U.S. Aggregate Bond Index (2) (reflects no deduction for fees, expenses or taxes)	4.22%	5.95%	5.18%	4.22%	5.95%	5.27%

(1)

(2)

Barclays Capital U.S. Aggregate Bond Index (formerly Lehman Brothers US Aggregate Bond Index) is a benchmark index composed of US Securities in Treasury, Government-Related, Corporate, and Securitized sectors. It includes 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 $250 million. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

MANAGEMENT

Investment Advisor

Timothy Partners, Ltd.

Sub-Advisor

Barrow, Hanley, Mewhinney and Strauss serves as Investment Manager to the Fund.

Portfolio Managers

John Williams, CFA; Mark Luchsinger, CFA; David Hardin; Scott McDonald, CFA; Debbie Petruzzelli, of BHMS, have served the Fund since July 1, 2004.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income or capital gains.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

26 | Page

LOGO

High Yield Bond Fund

CLASS A: TPHAX | CLASS C: TPHCX

INVESTMENT OBJECTIVE

The investment objective of this Fund is to generate a high level of current income.

FEES AND EXPENSES

Shareholder Fees

(fees paid directly from your investment)


	Class A	Class C
Maximum sales charge (load) imposed on purchases (as % of offering price)	4.50%	None
Maximum deferred sales charges (load) (as a percentage of the lesser of original purchase price or redemption proceeds)⁽¹⁾	None	1.00%
Redemption fees	None	None
Exchange fees	None	None

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)


	Class A	Class C

Management Fee	0.60%	0.60%

Distribution/Service(12b-1 Fees)	0.25%	1.00%
Other Expenses (including administrative fees, transfer agency fees, sub-transfer agency fees, and all other ordinary operating expenses not listed above)	0.54%	0.54%

Fees and Expenses of Acquired Funds	0.01%	0.01%

Total Annual Fund Operating Expenses⁽²⁾	1.40%	2.15%

(1)

A one percent (1%) contingent deferred sales charge is imposed on any Class C shares sold within the first thirteen months after purchase. The Trust’s Distributor, Timothy Partners, Ltd., will pay a finder’s 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.

(2)	Total Annual Fund Operating Expenses do not correlate to the ratio of average net assets in the Financial Highlights Table, which reflects the operating expenses of the Fund and does not include Acquired Fund fees and expenses.

Page | 27

Example:


	Class A	Class C (with redemption)	Class C (without redemption)
1 Year	$586	$318	$218
3 Years	$873	$673	$673
5 Years	$1,181	$1,154	$1,154
10 Years	$2,054	$2,483	$2,483

The Example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

•

To achieve its goal, the Fund normally invests at least 80% of its total assets in a diversified portfolio of high yield fixed income 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 (“junk” bonds), meaning securities with a rating of “BB” 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.

•

PRINCIPAL 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.

High Yield Security Risk | Investments in fixed-income securities that are rated below investment grade (“high yield securities”) by one or more Nationally Recognized Statistical Rating Organizations (NSROs) may be subject to greater risk of loss of principal and interest than investments in higher-rated fixed-income securities. High yield securities are also generally considered to be subject to greater market risk than higher-rated securities. The capacity of issuers of high yield securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher-rated securities in times of deteriorating economic conditions or rising interest rates. In addition, high yield securities may be more susceptible to real or perceived adverse economic conditions than higher-rated securities. The market for high yield securities may be less liquid than the market for higher-rated securities. This can adversely affect the Fund’s ability to buy or sell optimal quantities of high yield securities at desired prices.

3.	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.

Credit Risk | High Yield securities (“junk” bonds) are subject to greater risk of loss than investment grade securities. The degree of risk for a particular security may not be reflected in its credit rating, and high yield securities may be particularly subject to this risk. Bonds rated, at the time of purchase, BB or lower by Standard & Poor’s (“junk” bonds) 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.

28 | Page

5.	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.

6.	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.

7.	Who Should Buy This Fund \| The Fund is most appropriate for investors who want a high level of current income and are willing to accept a significant degree of volatility and risk.

PAST PERFORMANCE

The Fund commenced investment operations on May 7, 2007. The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up- to-date returns are available on the Fund’s website at www.timothyplan.com, or by calling the Fund at (800) 846-7526.

The bar chart does not reflect sales charges. If these charges were reflected, the returns would be less than those shown.

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

(for calendar years ending on December 31)

LOGO

Page | 29

Average Annual Total Returns

(for periods ending on December 31, 2012)


High Yield Bond	Class A			Class C
	1 Year	5 Year	Since Inception	1 Year	5 Year	Since Inception
Return before taxes	7.49%	6.13%	5.22%	10.74%	6.28%	5.27%
Return after taxes on distributions (1)	5.44%	3.68%	2.83%	8.88%	4.11%	3.21%
Return after taxes on distributions and sale of shares (1)	4.82%	3.71%	2.96%	6.93%	4.02%	3.22%
Barclays Capital U.S. Corporate High-Yield Bond Index (2) (reflects no deduction for fees, expenses or taxes)	15.13%	9.53%	6.12%	15.13%	9.53%	6.12%

(1)

(2)

Barclays Capital U.S. Corporate High Yield Bond Index is an unmanaged index that measures the performance of intermediate (1 to 10 year) U.S. high yield issues. It includes fixed-rate, noninvestment grade debt issues rated Ba1 or lower by Moody’s, BB+ or lower by S&P, below investment grade by Fitch Investor’s Service or if unrated, previously held a high yield rating or have been associated with a high yield issuer, and must trade accordingly.

MANAGEMENT

Investment Advisor

Timothy Partners, Ltd.

Sub-Advisor

Barrow, Hanley, Mewhinney and Strauss serves as Investment Manager to the Fund.

Portfolio Manager

John Williams, CFA; Mark Luchsinger, CFA; David Hardin; Scott McDonald, CFA; Debbie Petruzzelli, of BHMS, have served the Fund since May 1, 2007.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income or capital gains.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

30 | Page

LOGO

Israel Common Values Fund

CLASS A: TPAIX | CLASS C: TPCIX

INVESTMENT OBJECTIVE

The investment objective of this Fund is to provide you with long-term growth of capital.

FEES AND EXPENSES

Shareholder Fees

(fees paid directly from your investment)


	Class A	Class C
Maximum sales charge (load) imposed 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)⁽¹⁾	None	1.00%

Redemption fees	None	None

Exchange fees	None	None

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)


	Class A	Class C

Management Fee	1.00%	1.00%
Distribution/Service(12b-1 Fees)	0.25%	1.00%
Other Expenses (including administrative fees, transfer agency fees, and all other ordinary operating expenses not listed above)	1.57%	1.53%
Acquired Funds Fees and Expenses	0.04%	0.04%
Total Annual Fund Operating Expenses⁽²⁾	2.86%	3.57%

(1)

(2)	Total Annual Fund Operating Expenses do not correlate to the ratio of average net assets in the Financial Highlights Table, which reflects the operating expenses of the Fund and does not include Acquired Fund fees and expenses.

Page | 31

Example:


	Class A	Class C (with redemption)	Class C (without redemption)
1 Year	$289	$459	$236
3 Years	$884	$1,093	$727
5 Years	$1,506	$1,848	$1,245
10 Years	$3,181	$3,832	$2,666

The Example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

•

The Fund invests its assets in companies which the Fund’s Investment Manager believes show a high probability for superior growth. Companies that meet or exceed specific criteria established by the Manager in the selection process are purchased. Securities are sold when they reach internally determined pricing targets or no longer qualify under the Manager’s investment criteria.

•

PRINCIPAL 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.

Israel Risk | The Fund’s investments in the securities of Israel may experience more rapid and extreme changes in value than funds with investments solely in securities of U.S. companies or funds that invest across a larger spectrum of the foreign market. This is because the securities market in Israel is relatively small, with a limited number of companies representing a smaller number of industries. Israeli 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 Risk \| 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.	Country-Specific Risk \| The Fund invests only in Israeli securities, and Israel is subject to unique political and economic risks. As a result, Israeli securities can be more volatile than the market as a whole and can perform differently from the value of the market as a whole.

6.	Currency Risk \| Because the securities represented by ADRs 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.

32 | Page

9.	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.

10.

11.	Who Should Buy This Fund \| The Fund is most 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 Fund commenced investment operations on October 11, 2011. The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up- to-date returns are available on the Fund’s website at www.timothyplan.com, or by calling the Fund at (800) 846-7526.

The bar chart does not reflect sales charges. If these charges were reflected, the returns would be less than those shown.

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

(for calendar years ending on December 31)

LOGO

Page | 33

Average Annual Total Returns

(for periods ending on December 31, 2012)


Israel Common Values	Class A			Class C
	1 Year	5 Year	Since Inception (3)	1 Year	5 Year	Since Inception (3)
Return before taxes	3.73%	N/A	2.09%	7.92%	N/A	6.11%
Return after taxes on distributions (1)	3.73%	N/A	2.09%	7.92%	N/A	6.11%
Return after taxes on distributions and sale of shares (1)	2.42%	N/A	1.78%	5.15%	N/A	5.20%
Israel TA 100 Index (2) (reflects no deduction for fees, expenses or taxes)	7.21%	N/A	5.62%	7.21%	N/A	5.62%

(1)

(2)	Israel TA 100 Index is an unmanaged index that measures the performance of 100 Israeli issues. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

(3)	The Fund commenced investment operations on October 11, 2011.

MANAGEMENT

Investment Advisor

Timothy Partners, Ltd.

Sub-Advisor

Eagle Global Advisors serves as the Investment Manager to the Fund.

Portfolio Managers

Edward Allen, Senior Partner; Thomas Hunt, Senior Partner; Steven Russo, Team Member; and John Gualy, Partner, of Eagle, have served the Fund since its inception on October 11, 2011.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income or capital gains.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

34 | Page

LOGO

Defensive Strategies Fund

CLASS A: TPDAX | CLASS C: TPDCX

INVESTMENT OBJECTIVE

The investment objective of this Fund is the protection of principal through aggressive, proactive reactions to prevailing economic conditions.

FEES AND EXPENSES

Shareholder Fees

(fees paid directly from your investment)


	Class A	Class C
Maximum sales charge (load) imposed 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)⁽¹⁾	None	1.00%
Redemption fees	None	None
Exchange fees	None	None

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)


	Class A	Class C

Management Fee	0.60%	0.60%

Distribution/Service(12b-1 Fees)	0.25%	1.00%
Other Expenses (including administrative fees, transfer agency fees, sub-transfer agency fees, and all other ordinary operating expenses not listed above)	0.49%	0.49%

Fees and Expenses of Acquired Funds	0.13%	0.13%

Total Annual Fund Operating Expenses⁽²⁾	1.47%	2.22%

(1)

(2)	Total Annual Fund Operating Expenses do not correlate to the ratio of average net assets in the Financial Highlights Table, which reflects the operating expenses of the Fund and does not include Acquired Fund fees and expenses.

Page | 35

Example:


	Class A	Class C (with redemption)	Class C (without redemption)
1 Year	$691	$325	$225
3 Years	$988	$693	$693
5 Years	$1,307	$1,188	$1,188
10 Years	$2,208	$2,551	$2,551

The Example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

To achieve its goal, the Fund will invest varying percentages of the Fund’s total assets in the investment Sectors set forth below:

•

Real Estate Investment Trusts (REITs), that invest in different kinds of real estate or real estate related assets, including shopping centers, office buildings, hotels, and mortgages secured by real estate, all of which are historically sensitive to both inflation and deflation.

•

Commodities-based Exchange Traded Funds (ETFs), which trade like stocks, yet provide the opportunity to invest in inflation sensitive physical commodities and/or commodities futures markets. Commodity ETFs invest in Physical Commodities and/or Commodity Futures Contracts, which Contracts are highly leveraged investment vehicles.

•

Treasury-Inflation Protected Securities (TIPS), which coupon payments and underlying principal are automatically increased to compensate for inflation as measured by the consumer price index (CPI).

•

Cash and cash equivalents.

•

The Fund may, from time to time, take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies by taking large, small, or even no position in any one or more of the Asset Classes in attempting to respond to adverse market, economic, political, or other conditions. When the Fund takes a defensive position, the Fund’s assets will be held in cash and/or cash equivalents.

•

Current income is not a significant investment consideration and any such income realized will be considered incidental to the Fund’s investment objective. To allow for optimal flexibility, the Fund is classified as a “non-diversified” fund, and, as such, the Fund’s portfolio may include the securities of a smaller total number of issuers than if the Fund were classified as “diversified”.

PRINCIPAL 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.

Real Estate Investment Trust Risk | The Fund is subject to the risks experienced in real estate ownership, real estate financing, or both. As the economy is subjected to a period of economic deflation or interest rate increases, the demand for real estate may fall, causing a decline in the value of real estate owned. Also, as interest rates increase, the values of existing mortgages fall. The higher the duration (a calculation reflecting time risk, taking into account the average maturity of the mortgages) of the mortgages held in REITs owned by the Fund, the more sensitive the Fund is to interest rate risks. The Fund is also subject to credit risk; the Fund could lose money if mortgagors default on mortgages held in the REITs.

Commodities-based Exchange Traded Funds Risk | Commodity ETFs invest in Physical Commodities and/or Commodity Futures Contracts which Contracts are highly leveraged investment vehicles, and therefore generally considered to be high risk. By investing in Commodity ETFs the Fund assumes portions of that risk. ETFs may only purchase commodities futures contracts (the buy side), therefore the Fund’s risk includes missing opportunities to realize gains by shorting futures contracts (the sell side) in deflationary economic periods. It is possible the Fund’s entire ETF investment could be lost.

36 | Page

Treasury-Inflation Protection Securities Risk | Because the real rate of return offered by TIPS, which represents the growth of your purchasing power, is guaranteed by the Federal Government, TIPS may offer a lower return than other fixed income instruments that do not have such guarantees. Other conventional bond issues may offer higher yields, and the Fund may invest in such bond issues if deemed advantageous by the Advisor and Investment Managers.

5.	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.

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.

7.	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.

8.	Excluded Security Risk \| Because the Fund does not invest in Excluded Securities (including certain REITs), 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.

9.	Non-Diversification Risk \| Because the Fund may invest in a smaller number of securities, adverse changes to a single security might have a more pronounced negative effect on the Fund than if the Fund’s investments were more widely distributed.

10.	Who Should Buy This Fund \| The Fund is most appropriate for investors who seek a hedge against inflation, understand the risks of investing in each of the various asset classes, and who are willing to accept moderate amounts of volatility and risk.

PAST PERFORMANCE

The Fund commenced investment operations on November 4, 2009. The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up-to-date returns are available on the Fund’s website at www.timothyplan.com, or by calling the Fund at (800) 846-7526.

The bar chart does not reflect sales charges. If these charges were reflected, the returns would be less than those shown.

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

(for calendar years ending on December 31)

LOGO

Page | 37

Average Annual Total Returns

(for periods ending on December 31, 2012)


Defensive Strategies	Class A			Class C
	1 Year	5 Year	Since Inception	1 Year	5 Year	Since Inception
Return before taxes	(1.14)%	N/A	7.60%	2.92%	N/A	8.74%
Return after taxes on distributions (1)	(1.17)%	N/A	6.60%	2.89%	N/A	7.75%
Return after taxes on distributions and sale of shares (1)	(0.71)%	N/A	6.04%	1.93%	N/A	7.04%
DJ Moderately Conservative US Portfolio Index (2) (reflects no deduction for fees, expenses or taxes)	11.92%	N/A	11.31%	11.92%	N/A	11.31%

(1)

(2)

The DJ Moderately Conservative US Portfolio Index is rebalanced monthly to the appropriate percentage of the risk experienced by the all stock Portfolio Index over the previous 36 months. It reflects a portfolio in which the equities represent 40% of the portfolio, and provides an evaluation of the return on investment considering the amount of risk taken.

MANAGEMENT

Investment Advisor

Timothy Partners, Ltd.

Sub-Advisors

Barrow, Hanley, Mewhinney and Strauss serves as Investment Manager of the Debt Instrument Sector of the Fund.

Delaware Management Company serves as Investment Manager of the REITs portion of the Fund.

CoreCommodity Management, LLC serves as Investment Manager of the Commodity portion of the Fund.

Portfolio Managers

Arthur D. Ally, President of Timothy Partners, Ltd., has served the Fund since November 1, 2009.

John Williams, of Barrow Hanley, Mewhinney and Strauss, has served the Fund since November 1, 2009, and manages the Debt Instrument Sector of the Fund.

Babak Zenouzi and Damon Andres, of Delaware Management Company, have served the Fund since August 6, 2010, and manage the REIT portion of the Fund.

Adam C. De Chiara, of CoreCommodity Management, has served the Fund since September 27, 2011, and manages the Commodity portion of the Fund.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income or capital gains.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

38 | Page

LOGO

Emerging Markets Fund

CLASS A: TPEMX | CLASS C: TPECX

INVESTMENT OBJECTIVE

The investment objective of this Fund is to provide you with long-term growth of capital.

FEES AND EXPENSES

Shareholder Fees

(fees paid directly from your investment)


	Class A	Class C
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) (1)	None	1.00%
Redemption fees	None	None
Exchange fees	None	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
	Class A	Class C
Management Fee	1.20%	1.20%
Distribution/Service (12b-1 Fees)	0.25%	1.00%
Other Expenses	0.49%	0.49%
Fees and Expenses of Acquired Funds	0.01%	0.01%
Total Annual Operating Expense (2)	1.95%	2.70%

(1)

(2)	“Other Expenses” are estimated for the Fund’s first year of operations.

Page | 39

Example:


	Class A	Class C (with redemption)	Class C (without redemption)
1 Year	$737	$373	$273
3 Years	$1,128	$838	$838
5 Years	$1,544	$1,430	$1,430
10 Years	$2,700	$3,032	$3,032

The Example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.

PORTFOLIO TURNOVER

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the fund’s performance. The Fund is new and has not yet had any portfolio turnover.

PRINCIPAL INVESTMENT STRATEGIES

•

This Fund seeks to achieve its investment objectives by normally investing at least 80% of the Fund’s total assets in the common stock of companies domiciled and/or headquartered in emerging market countries through the purchase of American Depository Receipts (ADRs) and direct investments in such companies on Foreign stock exchanges, without regard to market capitalizations. Emerging markets or emerging economies are nations with social or business activity in the process of rapid growth and industrialization. Companies “domiciled” in such countries are companies that are organized and registered in the country. Companies “headquartered” in a country are those companies that have their main office in the country, but may be “domiciled” in another country.

•

This Fund invests its assets in companies which the Fund’s Investment Manager believes show a high probability for superior growth. Companies that meet or exceed specific criteria established by the Manager in the selection process are purchased. Such criteria include market positioning, management strength, transparency of accounting and financial reporting, and other criteria. Securities are sold when they reach internally determined pricing targets or no longer qualify under the Manager’s investment criteria.

•

PRINCIPAL 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 \| This 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.

Emerging Market Risk | The Fund’s investments in the securities of emerging countries may experience more rapid and extreme changes in value than funds with investments solely in securities of U.S. companies or funds that invest across a larger spectrum of the foreign market. This is because the securities markets in some emerging countries are relatively small, with a limited number of companies representing a smaller number of industries. Issuers in emerging countries are frequently 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 emerging foreign countries.

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.

Currency Risk | Because the securities being purchased by this Fund are frequently 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.

40 | Page

8.	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.

Growth Risk | This Fund invests in companies after assessing their growth potential. Securities of growth companies may be more volatile than other stocks. If the Investment Manager’s perception of a company’s growth potential is not realized, the securities purchased may not perform as expected, reducing the Fund’s return. In addition, because different types of stocks tend to shift in and out of favor depending on market and economic conditions, “growth” stocks may perform differently from the market as a whole and other types of securities.

10.	Who Should Buy This Fund \| This Fund is most appropriate for investors who understand the risks of investing in the international stock markets and who are willing to accept significant amounts of volatility and risk.

PAST PERFORMANCE

This is a new Fund without an operating history. Accordingly, performance information is not available at this time.

MANAGEMENT

Investment Advisor

Timothy Partners, Ltd.

Sub-Advisor

Brandes Investment Partners, LP serves as the Investment Manager to the Fund.

Portfolio Managers

Alphonse Chan, Director, Portfolio Management; Douglas Edman, Director, Investments; Christopher Garrett, Institutional Portfolio Manager; Louis Lau, Senior Analyst; Gregory Ripped, Senior Analyst; and Gerardo Zamorano, Director, Investments. Each portfolio manager has served the Fund since its inception on December 3, 2012.

PURCHASE AND SALE OF FUND SHARES

You may purchase, redeem or exchange shares of the Fund either through a financial advisor or directly from the Fund. The minimum initial purchase or exchange into the Fund is $1,000, or $50 through monthly systematic investment plan accounts. There is no minimum subsequent investment amount. The Fund shares are redeemable on any business day by contacting your financial advisor, or by written request to the Fund, by telephone, or by wire transfer.

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income or capital gains.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

Page | 41

LOGO

Strategic Growth Fund

CLASS A: TSGAX | CLASS C: TSGCX

The investment objective of the Fund is to generate medium to high levels of long-term capital growth.

FEES AND EXPENSES

Shareholder Fees

(fees paid directly from your investment)


	Class A	Class C
Maximum sales charge (load) imposed 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)⁽¹⁾	None	1.00%
Redemption fees	None	None
Exchange fees	None	None

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)


	Class A	Class C

Management Fee	0.65%	0.65%
Distribution/Service(12b-1 Fees)	0.00%	0.75%
Other Expenses (including administrative fees, transfer agency fees, sub-transfer agency fees, and all other ordinary operating expenses not listed above)	0.50%	0.50%
Fees and Expenses of Acquired Funds	1.67%	1.67%
Total Annual Fund Operating Expenses⁽²⁾	2.82%	3.57%

(1)

(2)	Total Annual Fund Operating Expenses do not correlate to the ratio of average net assets in the Financial Highlights Table, which reflects the operating expenses of the Fund and does not include Acquired Fund fees and expenses.

42 | Page

Example:


	Class A	Class C (with redemption)	Class C (without redemption)
1 Year	$810	$460	$360
3 Years	$1,367	$1,094	$1,094
5 Years	$1,949	$1,850	$1,850
10 Years	$3,517	$3,836	$3,836

The Example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

The Fund normally will invest at least 75% of its total 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		5 - 10%
Large/Mid Cap Value Fund		15 - 25%
Large/Mid Cap Growth Fund		15 - 25%
Aggressive Growth Fund		5 - 10%
High Yield Bond Fund		5 - 15%
International Fund		20 - 30%
Israel Common Values Fund		5 - 10%
Emerging Markets Fund		5 - 10%
Defensive Strategies Fund		5 - 15%

Timothy Partners, Ltd. (“TPL”) will determine the specific asset allocation program on a continuous basis, based on its forecast of the overall market. On each day that the 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 Advisor also will reallocate the Fund’s investments in the Traditional Funds at the end of each fiscal quarter to maintain the asset allocation program.

PRINCIPAL 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 indirectly subject to the following risks that are inherent in the Traditional Funds in which the Fund invests:

•

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.

•

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.

•

Mid-size Company Investing Risk: Investing in mid-sized companies often involves greater risk than investing in larger companies. Mid-sized companies may not have the management experience, financial resources, product diversification and competitive strengths of larger companies. The securities of mid-sized companies, therefore, tend to be more volatile than the securities of larger, more established companies. Mid-sized 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 mid-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.

Page | 43

•

Small 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.

•

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.

•

Growth Risk: The Fund often invests in companies after assessing their growth potential. Securities of growth companies may be more volatile than other stocks. If the portfolio manager’s perception of a company’s growth potential is not realized, the securities purchased may not perform as expected, reducing the Fund’s return. In addition, because different types of stocks tend to shift in and out of favor depending on market and economic conditions, “growth” stocks may perform differently from the market as a whole and other types of securities.

•

Value Investing Risk: Because different types of stocks tend to shift in and out of favor depending on market and economic conditions, “value” stocks may perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time. It is also possible that a value stock may never appreciate to the extent expected.

•

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.

•

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.

•

Currency Risk: Because the securities represented by ADRs 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.

•

High Yield Security Risk: Investments in fixed-income securities that are rated below investment grade (“high yield securities”) by one or more NRSROs may be subject to greater risk of loss of principal and interest than investments in higher-rated fixed-income securities. High yield securities are also generally considered to be subject to greater market risk than higher-rated securities. The capacity of issuers of high yield securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher-rated securities in times of deteriorating economic conditions or rising interest rates. In addition, high yield securities may be more susceptible to real or perceived adverse economic conditions than higher-rated securities. The market for high yield securities may be less liquid than the market for higher-rated securities. This can adversely affect the Fund’s ability to buy or sell optimal quantities of high yield securities at desired prices.

•

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.

•

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.

•

Real Estate Investment Trust Risk: The Fund is subject to the risks experienced in real estate ownership, real estate financing, or both. As the economy is subjected to a period of economic deflation or interest rate increases, the demand for real estate may fall, causing a decline in the value of real estate owned. Also, as interest rates increase, the values of existing mortgages fall. The higher the duration (a calculation reflecting time risk, taking into account the average maturity of the mortgages) of the mortgages held in REITs owned by the Fund, the more sensitive the Fund is to interest rate risks. The Fund is also subject to credit risk; the Fund could lose money if mortgagors default on mortgages held in the REITs.

•

Commodities-based Exchange Traded Funds Risk: Commodity ETFs invest in Physical Commodities and/or Commodity Futures Contracts, which Contracts are highly leveraged investment vehicles, and therefore generally considered to be high risk. By investing in Commodity ETFs, the Fund assumes portions of that risk. ETFs may only purchase commodities futures contracts (the buy side), therefore the Fund’s risk includes missing opportunities to realize gains by shorting futures contracts (the sell side) in deflationary economic periods. It is possible the Fund’s entire ETF investment could be lost.

•

Treasury-Inflation Protected Securities Risk: Because the real rate of return offered by TIPS, which represents the growth of your purchasing power, is guaranteed by the Federal Government, TIPS may offer a lower return than other fixed income instruments that do not have such guarantees. Other conventional bond issues may offer higher yields, and the Fund may invest in such bond issues if deemed advantageous by the Advisor and Investment Managers.

44 | Page

•

Non-Diversification Risk: Because the Fund may invest in a smaller number of securities, adverse changes to a single security might have a more pronounced negative effect on the Fund than if the Fund’s investments were more widely distributed.

•

Israel Risk: Investments in the securities of Israel may experience more rapid and extreme changes in value than funds with investments solely in securities of U.S. companies or funds that invest across a larger spectrum of the foreign market. This is because the securities market in Israel is relatively small, with a limited number of companies representing a smaller number of industries. Israeli 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.

•

Emerging Market Risk: The Fund’s investments in the securities of emerging countries may experience more rapid and extreme changes in value than funds with investments solely in securities of U.S. companies or funds that invest across a larger spectrum of the foreign market. This is because the securities markets in some emerging countries are relatively small, with a limited number of companies representing a smaller number of industries. Issuers in emerging countries are frequently 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 emerging foreign countries.

3.	Who Should Buy This Fund \| The Fund is most 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.

PAST PERFORMANCE

The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More up- to-date returns are available on the Fund’s website at www.timothyplan.com, or by calling the Fund at (800) 846-7526.

The bar chart does not reflect sales charges. If these charges were reflected, the returns would be less than those shown.

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

(for calendar years ending on December 31)

LOGO

Page | 45

Average Annual Total Returns

(for periods ending on December 31, 2012)


Strategic Growth	Class A			Class C
	1 Year	5 Year	10 Year	1 Year	5 Year	Since Inception
Return before taxes	4.49%	(2.39)%	4.73%	8.76%	(2.05)%	2.16%
Return after taxes on distributions (1)	4.27%	(2.86)%	4.12%	8.76%	(2.44)%	1.58%
Return after taxes on distributions and sale of shares (1)	2.92%	(2.23)%	3.99%	5.70%	(1.88)%	1.79%
DJ Global Moderately Aggressive Portfolio Index (2) (reflects no deduction for fees, expenses or taxes)	13.96%	2.58%	9.19%	13.96%	2.58%	6.53%

(1)

(2)	DJ Global Moderately Aggressive Portfolio Index is a widely recognized measure of portfolios with similar levels of risk. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

MANAGEMENT

Investment Advisor

Timothy Partners, Ltd.

Portfolio Manager

Arthur D. Ally, President of Timothy Partners, Ltd., has served the Fund since October 1, 2000.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income or capital gains.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

46 | Page

LOGO

Conservative Growth Fund

CLASS A: TCGAX | CLASS C: TCVCX

INVESTMENT OBJECTIVE

The investment objective of the Fund is to generate moderate levels of long-term capital growth.

FEES AND EXPENSES

Shareholder Fees

(fees paid directly from your investment)


	Class A	Class C
Maximum sales charge (load) imposed 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)⁽¹⁾	None	1.00%
Redemption fees	None	None
Exchange fees	None	None

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)


	Class A	Class C

Management Fee	0.65%	0.65%

Distribution/Service(12b-1 Fees)	0.00%	0.75%
Other Expenses (including administrative fees, transfer agency fees, sub-transfer agency fees, and all other ordinary operating expenses not listed above)	0.46%	0.46%

Fees and Expenses of Acquired Funds	1.47%	1.47%

Total Annual Fund Operating Expenses⁽²⁾	2.58%	3.33%

(1)

(2)	Total Annual Fund Operating Expenses do not correlate to the ratio of average net assets in the Financial Highlights Table, which reflects the operating expenses of the Fund and does not include Acquired Fund fees and expenses.

Page | 47

Example:


	Class A	Class C (with redemption)	Class C (without redemption)
1 Year	$797	$436	$336
3 Years	$1,308	$1,024	$1,024
5 Years	$1,845	$1,736	$1,736
10 Years	$3,304	$3,622	$3,622

The Example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

The Fund normally will invest at least 75% of its total 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		0 - 10%
Large/Mid Cap Value Fund		10 - 20%
Large/Mid Cap Growth Fund		5 - 15%
Aggressive Growth Fund		0 - 5%
High Yield Bond Fund		5 - 15%
Fixed Income Fund		20 - 40%
International Fund		5 - 15%
Israel Common Values Fund		0 - 5%
Emerging Markets Fund		0 - 5%
Defensive Strategies Fund		10 - 30%

PRINCIPAL 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 indirectly subject to the following risks that are inherent in the Traditional Funds in which the Fund invests:

•

48 | Page

•

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.

•

High Yield Security Risk: Investments in fixed-income securities that are rated below investment grade (“high yield securities”) by one or more NRSROs may be subject to greater risk of loss of principal and interest than investments in higher-rated fixed-income securities. High yield securities are also generally considered to be subject to greater market risk than higher-rated securities. The capacity of issuers of high yield securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher— rated securities in times of deteriorating economic conditions or rising interest rates. In addition, high yield securities may be more susceptible to real or perceived adverse economic conditions than higher-rated securities. The market for high yield securities may be less liquid than the market for higher-rated securities. This can adversely affect the Fund’s ability to buy or sell optimal quantities of high yield securities at desired prices.

•

Page | 49

•

Emerging Market Risk | The Fund’s investments in the securities of emerging countries may experience more rapid and extreme changes in value than funds with investments solely in securities of U.S. companies or funds that invest across a larger spectrum of the foreign market. This is because the securities markets in some emerging countries are relatively small, with a limited number of companies representing a smaller number of industries. Issuers in emerging countries are frequently 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 emerging foreign countries.

3.	Who Should Buy This Fund \| The Fund is most 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 bar chart does not reflect sales charges. If these charges were reflected, the returns would be less than those shown.

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

(for calendar years ending on December 31)

LOGO

50 | Page

Average Annual Total Returns

(for periods ending on December 31, 2012)


Conservative Growth	Class A			Class C
	1 Year	5 Year	10 Year	1 Year	5 Year	Since Inception
Return before taxes	1.20%	(0.14)%	4.83%	5.16%	0.26%	3.08%
Return after taxes on distributions (1)	0.95%	(0.64)%	4.14%	5.16%	(0.12)%	2.44%
Return after taxes on distributions and sale of shares (1)	0.78%	(0.38)%	3.97%	3.35%	0.05%	2.49%
Dow Jones Global Moderate Portfolio Index (2) (reflects no deduction for fees, expenses or taxes)	11.24%	3.44%	8.25%	11.24%	3.44%	6.16%

(1)

(2)	The DJ Global Moderate Portfolio Index is a widely recognized, measure of portfolios with similar levels of risk. The Portfolio Index is rebalanced monthly to the appropriate percentage of risk experienced by the all stock Portfolio Index over the previous thirty-six months.

MANAGEMENT

Investment Advisor

Timothy Partners, Ltd.

Portfolio Manager

Arthur D. Ally, President of Timothy Partners, Ltd., has served the Fund since October 1, 2000.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income or capital gains.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

Page | 51


Section 2 \|		Description of Our Funds

Traditional Funds

AGGRESSIVE GROWTH FUND

The investment objective of this Fund is to provide you with long-term growth of capital. The Fund attempts to achieve its investment objective by:

•

Normally investing at least 80% of the Fund’s total assets in U.S. common stocks without regard to market capitalizations.

•

The Fund is subject to the following Principal 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.

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.

7.	Who Should Buy This Fund \| The Fund is most 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.

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Funds’ SAI.

52 | Page

INTERNATIONAL FUND

The investment objective of this Fund is to provide you with long-term growth of capital. The Fund attempts to achieve it investment objective by:

•

Normally investing at least 80% of the Fund’s total assets in the securities of foreign companies through the purchase of American Depository Receipts (ADRs), without regard to market capitalizations.

•

The Fund allocates investments across countries and regions at the Manager’s discretion.

•

The Fund is subject to the following Principal 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.

4.	Issuer-Specific Risk \| 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 ADRs 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.

8.	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.

10.	Who Should Buy This Fund \| The Fund is most appropriate for investors who understand the risks of investing in the international stock markets and who are willing to accept significant amounts of volatility and risk.

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Funds’ SAI.

Page | 53

LARGE/MID CAP GROWTH FUND

The investment objective of this Fund is to provide you with long-term growth of capital. The Fund seeks to achieve its investment objective by:

•

Primarily investing at least 80% of the Fund’s total assets in larger U.S. stocks. Larger stocks refer to the common stock of companies whose total market capitalization is generally greater than $2 billion. Current income is not a significant investment consideration and any such income realized will be considered incidental to the Fund’s investment objective.

•

The Fund is subject to the following Principal 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.

7.	Who Should Buy This Fund \| The Fund is most appropriate for investors who understand the risks of investing in the domestic stock markets and who are willing to accept moderate amounts of volatility and risk.

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Funds’ SAI.

54 | Page

SMALL CAP VALUE FUND

The investment objective of this Fund is to provide you with long-term growth of capital, with a secondary objective of current income. The Fund seeks to achieve its investment objective by:

•

Primarily investing at least 80% of the Fund’s total assets in U.S. Small Cap stocks. Small Cap stocks refer to the common stock of smaller companies -- companies whose total market capitalization is less than $2 billion. This Fund invests using a value investing style. Value funds typically emphasize stocks whose prices are below average in relation to such measures as earnings and book value; these stocks often have above-average dividend yields. Growth and value stocks have historically produced similar long-term returns, though each category has periods when it outperforms the other.

•

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.

•

The Fund is subject to the following Principal 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.

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.

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.

Value Investing Risk | Because different types of stocks tend to shift in and out of favor depending on market and economic conditions, “value” stocks may perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time. It is also possible that a value stock may never appreciate to the extent expected.

7.	Who Should Buy This Fund \| The Fund is most 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.

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Funds’ SAI.

Page | 55

LARGE/MID CAP VALUE FUND

The investment objective of this Fund is to provide you with long-term growth of capital, with a secondary objective of current income. The Fund seeks to achieve its investment objective by:

•

Primarily investing in U.S. common stocks. The Fund will normally invest at least 80% of the Fund’s total assets in companies whose total market capitalization exceeds $2 billion. This Fund invests using a value investing style. Value funds typically emphasize stocks whose prices are below average in relation to such measures as earnings and book value; these stocks often have above-average dividend yields. Growth and value stocks have historically produced similar long-term returns, though each category has periods when it outperforms the other.

•

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 “bottom up” approach to investing. Companies that meet or exceed specific criteria established by the Manager in the selection process are purchased. Securities are sold when they reach internally determined pricing targets or no longer qualify under the Manager’s investment criteria.

•

The Fund is subject to the following Principal 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.

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.

7.	Who Should Buy This Fund \| The Fund is most 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.

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Funds’ SAI.

56 | Page

FIXED INCOME FUND

The investment objective of this Fund is to generate a high level of current income consistent with prudent investment risk. The Fund attempts to achieve its investment objective by:

•

Normally investing in a diversified portfolio of 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. Companies that meet or exceed specific criteria established by the Manager in the selection process are purchased. Securities are sold when they reach internally determined pricing targets or no longer qualify under the Manager’s investment criteria.

•

The Fund is subject to the following Principal 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.

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 that invest in a broader array of securities.

6.	Who Should Buy This Fund \| The Fund is most appropriate for investors who want a high level of current income and are willing to accept a minor degree of volatility and risk.

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Funds’ SAI.

Page | 57

HIGH YIELD BOND FUND

The investment objective of this Fund is to generate a high level of current income. The Fund attempts to achieve its investment objective by:

•

Normally investing at least 80% of its total assets in a diversified portfolio of high yield fixed income 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 (“junk” bonds), meaning securities with a rating of “BB” 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.

•

The Fund is subject to the following Principal 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.

High Yield Security Risk | Investments in fixed-income securities that are rated below investment grade (“high yield securities”) by one or more NRSROs may be subject to greater risk of loss of principal and interest than investments in higher-rated fixed-income securities. High yield securities are also generally considered to be subject to greater market risk than higher-rated securities. The capacity of issuers of high yield securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher-rated securities in times of deteriorating economic conditions or rising interest rates. In addition, high yield securities may be more susceptible to real or perceived adverse economic conditions than higher-rated securities. The market for high yield securities may be less liquid than the market for higher-rated securities. This can adversely affect the Fund’s ability to buy or sell optimal quantities of high yield securities at desired prices.

3.	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.

5.	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.

6.	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.

7.	Who Should Buy This Fund \| The Fund is most appropriate for investors who want a high level of current income and are willing to accept a significant degree of volatility and risk.

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Funds’ SAI.

58 | Page

ISRAEL COMMON VALUES FUND

The investment objective of this Fund is to provide you with long-term growth of capital. The Fund seeks to achieve its investment objective by:

•

Normally investing at least 80% of the Fund’s total assets in the common stock of companies domiciled and/or headquartered in Israel through the purchase of American Depository Receipts (ADRs) and direct investments in such companies on Foreign stock exchanges, without regard to market capitalizations.

•

The Fund is subject to the following Principal 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.

4.	Issuer-Specific Risk \| 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.	Country-Specific Risk \| The Fund invests only in Israeli securities, and Israel is subject to unique political and economic risks. As a result, Israeli securities can be more volatile than the market as a whole and can perform differently from the value of the market as a whole.

6.	Currency Risk \| Because the securities represented by ADRs 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.

9.	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.

10.

11.	Who Should Buy This Fund \| The Fund is most 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.

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Funds’ SAI.

Page | 59

DEFENSIVE STRATEGIES FUND

The Fund’s investment objective is the protection of principal through aggressive, proactive reactions to prevailing economic conditions. The Fund attempts to achieve its investment objective by investing varying percentages of the Fund’s total assets in the investment Sectors set forth below:

•

Treasury-Inflation Protected Securities (TIPS), which coupon payments and underlying principal are automatically increased to compensate for inflation as measured by the consumer price index (CPI).

•

Cash and cash equivalents.

•

The Fund is subject to the following Principal 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.

5.	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.

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.

7.	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.

8.	Excluded Security Risk \| Because the Fund does not invest in Excluded Securities (including certain REITs), 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.

9.	Non-Diversification Risk \| Because the Fund may invest in a smaller number of securities, adverse changes to a single security might have a more pronounced negative effect on the Fund than if the Fund’s investments were more widely distributed.

10.	Who Should Buy This Fund \| The Fund is most appropriate for investors who seek a hedge against inflation, understand the risks of investing in each of the various asset classes, and who are willing to accept moderate amounts of volatility and risk.

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Funds’ SAI.

60 | Page

EMERGING MARKETS FUND

The investment objective of this Fund is to provide you with long-term growth of capital. The Fund seeks to achieve its investment objective by:

•

Normally investing at least 80% of the Fund’s total assets in the common stock of companies domiciled and/or headquartered in emerging market countries through the purchase of American Depository Receipts (ADRs) and direct investments in such companies on Foreign stock exchanges, without regard to market capitalizations. Emerging markets or emerging economies are nations with social or business activity in the process of rapid growth and industrialization. Companies “domiciled” in such countries are companies that are organized and registered in the country. Companies “headquartered” in a country are those companies that have their main office in the country, but may be “domiciled” in another country.

•

The Fund is subject to the following investment 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 \| This 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.

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.

8.	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.

10.

Who Should Buy This Fund | This Fund is most appropriate for investors who understand the risks of investing in the international stock markets and who are willing to accept significant amounts of volatility and risk.

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Funds’ SAI.

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Asset Allocation Funds

STRATEGIC GROWTH FUND

The Fund’s investment objective is to generate medium to high levels of long-term capital growth. The Fund attempts to achieve its investment strategy by normally investing at least 75% of its total 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		5 - 10%
Large/Mid Cap Value Fund		15 - 25%
Large/Mid Cap Growth Fund		15 - 25%
Aggressive Growth Fund		5 - 10%
High Yield Bond Fund		5 - 15%
International Fund		20 - 30%
Israel Common Values Fund		5 - 10%
Emerging Markets Fund		5 - 10%
Defensive Strategies Fund		5 - 15%

The Fund is subject to the following Principal 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 indirectly subject to the following risks that are inherent in the Traditional Funds in which the Fund invests:

•

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.

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•

Emerging Market Risk: The Fund’s investments in the securities of emerging countries may experience more rapid and extreme changes in value than funds with investments solely in securities of U.S. companies or funds that invest across a larger spectrum of the foreign market. This is because the securities markets in some emerging countries are relatively small, with a limited number of companies representing a smaller number of industries. Issuers in emerging countries are frequently 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 emerging foreign countries.

3.	Who Should Buy This Fund \| The Fund is most 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.

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Funds’ SAI.

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CONSERVATIVE GROWTH FUND

The Fund’s investment objective is to generate moderate levels of long-term capital growth. The Fund attempts to achieve its investment objective by normally investing at least 75% of its total 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		0 -10%
Large/Mid Cap Value Fund		10 - 20%
Large/Mid Cap Growth Fund		5 -15%
Aggressive Growth Fund		0 - 5%
High Yield Bond Fund		5 -15%
Fixed Income Fund		20 - 40%
International Fund		5 - 15%
Israel Common Values Fund		0 - 5%
Emerging Markets Fund		0 - 5%
Defensive Strategies Fund		10 -30%

The Fund is subject to the following Principal 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 indirectly subject to the following risks that are inherent in the Traditional Funds in which the Fund invests:

—

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.

—

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—

Emerging Market Risk | The Fund’s investments in the securities of emerging countries may experience more rapid and extreme changes in value than funds with investments solely in securities of U.S. companies or funds that invest across a larger spectrum of the foreign market. This is because the securities markets in some emerging countries are relatively small, with a limited number of companies representing a smaller number of industries. Issuers in emerging countries are frequently 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 emerging foreign countries.

3.	Who Should Buy This Fund \| The Fund is most 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.

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Funds’ SAI.

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Section 3 | Who Manages Your Money

To help you understand how the Funds’ assets are managed, this section includes a detailed discussion of the Funds’ Investment Advisor and each Investment Manager. For a more complete discussion of these matters, please consult the Statement of Additional Information, which is available by calling (800) 846-7526 or by visiting Timothy Plan’s website at www.timothyplan.com.

The Investment Advisor

TIMOTHY PARTNERS, LTD.

Timothy Partners, Ltd. (“TPL”), 1055 Maitland Center Commons Boulevard,, 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 advisor. 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 advisor to the Funds since their inceptions.

COVENANT FUNDS, INC.

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, 1.00% on the Israel Common Values Fund, 1.20% on the Emerging Markets Fund, 0.60% on the Defensive Strategies Fund and 0.65% on both 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 Investment Manager as manager of the Funds in 2012, is available in the Funds’ audited annual report dated September 30, 2012.

The Statement of Additional Information for the Trust (“SAI”), dated January 29, 2013, contains additional information about the compensation paid to the portfolio managers, other accounts and account types managed by the Advisor and Investment Managers, 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 Funds at (800) 846-7526.

The Investment Managers

CHARTWELL INVESTMENT PARTNERS

Chartwell Investment Partners (“Chartwell”), 1235 Westlakes Drive, Suite 400, Berwyn, PA 19312, serves as Investment Manager to the Aggressive Growth Fund and the Large/Mid Cap Growth Fund. Chartwell is an employee-owned investment firm that was organized by nine founding partners in 1997, headed by Timothy J. Riddle serving as CEO, who has continuously served in that position.

The Large/Mid Cap Growth Fund and Aggressive Growth Fund is team managed by Edward N. Antoian, John A. Heffern, and Peter M. Schofield each of whom participate in the investment decision process during meetings in which the team determines the allocation of securities held in the portfolio. Each has authority to direct trading activity in the Fund.

Mr. Edward N. Antoian is a Managing Partner and Chief Investment Officer for the Fund and has been in the investments arena since 1984.

Mr. John A. Heffern has been in portfolio management positions since 1997, most recently with Chartwell since 2005.

Mr. Peter M. Schofield, CFA, is a Principal and Senior Portfolio Manager to the Fund and has been in the investment arena since 1996.

As of December 31, 2012, Chartwell had $5.238 billion in assets under management.

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EAGLE GLOBAL ADVISORS

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

The International Fund is team managed, 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. Allen has been with Eagle since 1996.

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. Hunt, III, has been with Eagle since 1996.

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 consumer services, capital goods, and transportation. Mr. Russo has been with Eagle since 1996.

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. Gualy has been with Eagle since 1996.

The Israel Common Values Fund is team managed, with each member of the team assuming responsibility for a specific market sector. The senior and founding partners of the firm sit on the team responsible for the Fund’s management.

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, 2012, Eagle had $2.9 billion in assets under management.

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WESTWOOD MANAGEMENT CORP.

Westwood Management Corp. (“Westwood”), 200 Crescent Court, 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 Chairman of the Board of Directors of WHG.

The Large/Mid Cap Value Fund 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. Team members include Mr. Mark Freeman, Mr. Scott Lawson, Mr. David Spika, Mr. Jay Singhania, Ms. Lisa Dong, Mr. Todd Williams, and Mr. Matthew R. Lockridge.

Mr. Mark Freeman, CFA, has served Westwood as Senior Vice President, Portfolio Manager since 2006. Prior to this appointment, he served as Vice President, Portfolio Manager from 2000 through 2006.

Mr. Scott D. Lawson has served Westwood as a Vice President and Senior Research Analyst since 2003. His career with Westwood began in 2000.

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.

Ms. Lisa Dong, CFA, has served as Vice President and Research Group Head for Westwood since 2008. Prior to this appointment, she served as Vice President and Research Analyst for Westwood from 2005 through 2008, as Assistant Vice President and Research Analyst from 2001 to 2005, and as Assistant Research Analyst from 2000 to 2001.

Mr. Todd L. Williams, CFA, has served as Vice President and Research Analyst for Westwood since July 2005, as assistant vice president from 2003 to 2005, and research analyst from 2002 to 2003.

Mr. Matthew R. Lockridge has served as Vice President and Research Analyst since joining Westwood in May 2010, and has served on the portfolio team for the Small Cap Value Fund since December 2010.

The Small Cap Value Fund utilizes a team of investment professionals who are responsible for the day-to-day recommendations regarding the investment of the Small Cap Value Fund’s portfolio. In addition to Ms. Lisa Dong and Mr. Matthew R. Lockridge listed above, other team members include Mr. William Costello, and Mr. Gregory Wong.

Mr. William E. Costello, CFA, has served as Senior Vice President and Research Analyst since joining the Advisor in July, 2010, and began serving the Small Cap Value Fund in December, 2010.

Mr. Graham Wong, CFA, has served Westwood as Vice President, Research Analyst since December 2010, as Assistant Vice President from 2006 to 2010, and as Assistant Research Analyst when he joined Westwood in 2002. He has served on the portfolio team for the Small Cap Value Fund since December 2010.

As of December 31, 2012, Westwood managed approximately $13.1 billion in client assets.

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DELAWARE MANAGEMENT COMPANY

Delaware Management Company (“Delaware”), 2005 Market Street, Philadelphia, PA 19103, serves as investment advisor to the REIT sleeve of the Defensive Strategies Fund. The company was founded in 1929, and became a member of the Macquarie Group in 2010. The Macquarie Group is an Australian bank holding company, Macquarie Group Limited.

The Defensive Strategies Fund REIT sleeve is managed by two team members who are responsible for the day-to-day recommendations regarding the investment of the Sleeve’s assets.

Babak “Bob” Zenouzi joined Delaware in 2006 as senior portfolio manager and head of real estate securities.

Damon J. Andres, CFA, joined Delaware Investments in 1994 as an analyst and currently serves as a portfolio manager for REIT investments and convertibles.

As of December 31, 2012, Delaware managed approximately $179.8 billion in client assets.

CORECOMMODITY MANAGEMENT, LLC

CoreCommodity Management, LLC, formerly Jefferies Asset Management, LLC (“CORE”), One Station Place, Three North, Stamford, CT 06902, serves as investment advisor to the Commodities sleeve of the Defensive Strategies Fund. The company was founded in 2003, and is a wholly owned subsidiary of Jefferies Group, Inc. (NYSE: JEF). In April 2009, CORE’s Commodity Division began live trading of third party assets in its Jefferies Commodity Programs.

The Defensive Strategies Fund commodities sleeve is managed by:

Adam De Chiara co-founded the commodities group at Jefferies in 2003, and is responsible for all investment decisions for the commodities sleeve.

As of December 31, 2012, CORE managed approximately $5 billion in client assets.

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

Barrow, Hanley, Mewhinney and Strauss (“BHMS”), 2200 Ross Avenue, 31st Floor, Dallas, TX 75201, serves as Investment Manager to the Fixed Income and High Yield Bond Funds. BHMS also serves as TIPS advisor to the Defensive Strategies Fund. 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.

The Fixed Income Fund and High Yield Bond Fund utilize a team of investment professionals who are responsible for the day-to-day recommendations regarding the investment of these Funds’ portfolios.

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. Other members of the team include David Hardin, Scott McDonald, Mark Luchsinger, and Ms. Deborah Petruzzelli.

Mr. David Hardin joined BHMS in 1987. He currently serves as a portfolio manager and as director of credit research specializing in the high yield sector. He is also an analyst for the industrial sector, including media and cable, and manages the municipal portfolios.

Mr. Scott McDonald joined BHMS in 1995. He currently serves as a portfolio manager specializing in corporate and government bonds, and is an analyst of the finance sector, including banks and the sovereign sector.

Mr. Mark Luchsinger joined BHMS in 1997. He currently serves as a portfolio manager specializing 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 currently serves as a portfolio manager specializing in the mortgage-backed, asset-backed and structured product securities sectors.

Defensive Strategies relies on Barrow Hanley to manage the Debt Instrument Sector.

Mr. John Williams, CFA, also manages the Debt Instrument Sector of the Defensive Strategies Fund.

As of December 31, 2012, BHMS managed total assets of $67.7 billion.

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BRANDES INVESTMENT PARTNERS, LP

Brandes Investment Partners, LP (“Brandes”), 11988 El Camino Real, Ste 500, San Diego, CA 92130, is the Investment Manager for the Emerging Markets Fund. Brandes was founded in 1974, and is privately held. Brandes has provided investment management services and advice since its founding.

The Emerging Markets Fund is team managed, with each member of the team assuming specific responsibilities. Two partners of the firm sit on the team responsible for the Fund’s management. Investment decisions are ultimately made by the lead portfolio manager in consultation with the investment committee.

Mr. Alphonse Chan, CFA, MBA, serves as Director, Portfolio Management, and is a voting member of the Emerging Markets Investment Committee. Mr. Chan oversees the implementation of Brandes’ investment strategy. He has been with Brandes since 1994.

Mr. Douglas Edman, CFA, MBA, serves as Director, Investments, and is a voting member of the Emerging Markets Investment Committee, and is a limited partner in the firm’s parent company. Mr. Edman performs research in the oil and gas industry. He has been with Brandes since 1995.

Mr. Christopher Garrett, CFA, MBA, serves as a Product Coordinator, Emerging Markets Equity strategy, and is a member of the Emerging Markets Investment Committee. He has been with Brandes since 2000.

Mr. Louis Lau, MBA, is a Senior Analyst on the Financial Institutions Research Team, and is a voting member of the Emerging Markets Investment Committee. He has been with Brandes since 2004.

Mr. Gregory Ripped, MBA, serves as a Senior Analyst on the Consumer Products Team. Mr. Ripped is responsible for research on companies in several consumer-related industries. He has been with Brandes since 2001.

Mr. Gerardo Zamorano, CFA, MBA, serves as a Director, Investments, and is a limited partner in the firm’s parent company. Mr. Zamorano leads the research in the telecommunications sector, and is a member of the Emerging Markets Investment Committee. He has been with Brandes since 2001.

As of December 31, 2012, Brandes managed total assets of $1.8 billion.

A MORE COMPREHENSIVE DISCUSSION OF THE ADVISOR’S AND EACH INVESTMENT MANAGER’S ACTIVITIES, COMPENSATION, AND OTHER ACCOUNTS AND ACCOUNT TYPES MANAGED BY THE INVESTMENT MANAGERS MAY BE FOUND IN THE STATEMENT OF ADDITIONAL INFORMATION (“SAI”) DATED JANUARY 29, 2013. THE SAI IS AVAILABLE UPON REQUEST AT NO CHARGE BY CALLING THE FUND AT (800) 846-7526.

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Section 4 | How You Can Buy and Sell Shares

What Share Classes We Offer

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 and High Yield Bond Fund, the following sales charges⁽¹⁾ apply:


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%

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%	2.56%	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 Class A shares of a Timothy Plan Fund for Class A shares of any other Timothy Plan Fund.

(2)

The Trust’s Distributor, Timothy Partners, Ltd., will pay a finder’s 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 amounts 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 amounts 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.

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 up to the total 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

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shares owned, on any redemption in an amount of ten percent (10%) or less of the initial purchase, upon the event of the death of the shareholder (unless the account is held in joint name and the survivor liquidates the shares) or shares placed in qualified plans employing a third party administrator.

How To Reduce Your Sales Charge

EXEMPTIONS FROM SALES CHARGES

Accounts that purchased Class A shares on or before September 22, 1997 are not subject to sales charges in those original accounts on any future purchases of Class A shares of any Timothy Fund, including exchanges. The exemption for these accounts applies only so long as the original account is not altered, amended, transferred, conveyed or closed.

The Trust will also waive sales charges on purchases of Class A shares of any Timothy Fund by:

fee-based registered investment advisors for their clients,

broker/dealers with wrap fee accounts,

registered investment advisors, 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,

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,

financial intermediaries who have entered into an agreement with the Fund’s distributor to offer shares to self-directed investment brokerage accounts that may or may not charge a transaction fee to its customers.

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

by churches purchasing directly from the Fund(s) for their own accounts,

by religious-based charitable organizations and foundations purchasing directly from the Fund(s) for themselves, 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),

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,

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. To ensure the charges assessed against your account are at the appropriate breakpoint level, you should retain any records necessary to substantiate historical costs because the Fund, its transfer agent, and financial intermediaries may not maintain this information.

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, regardless of which Fund was liquidated. Reinstatement purchases may be affected for the same or any related account.

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 reduce charges assessed on purchases made more than 90 days prior to the letter, however, those purchases will aggregate with future purchases . 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

72 | Page

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.

How To Buy Shares

OPENING AND ADDING TO YOUR ACCOUNT

You can invest directly in the 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 (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 the 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

Broker Wrap-Fee Accounts	None	None

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:

The Timothy Plan

c/o Gemini Fund Services LLC

4020 S 147th Street, Suite 2

Omaha, NE 68123

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 Gemini Fund Services, each 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:

Fill out and mail or fax (402-963-9094) an Account Registration Form to the Transfer Agent.

Call (800) 662-0201 to inform us that a wire is being sent.

Obtain an account number from the Transfer Agent.

Ask your bank to wire funds to the account of:

First National Bank of Omaha

Cinti/Trust, ABA # 104000016

Credit: The Timothy Plan

Account #: 110333337

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.

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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, ticket fees, redemption fees, and other fees 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

You may purchase shares of the Funds through an Automatic Investment Plan (the “AIP”). 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 (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, 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, or at your election made available to you on a secure website:

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.

The 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.

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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. Eastern 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.

Information about how to purchase shares and possible tax consequences resulting from sales and exchanges of shares are also available on line at www.timothyplan.com.

How To Sell 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 Gemini Fund Services LLC

4020 S 147th Street, Suite 2

Omaha, NE 68123

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:

Your account number.

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

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

Any required signature guarantees.

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 (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.

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SIGNATURE GUARANTEES

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

if you change the ownership on your account;

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

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

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

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 Gemini Fund Services, 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 (800) 662-0201 if you have questions.

BY TELEPHONE

You may redeem your shares in the Fund(s) by calling the Transfer Agent at (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 that 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.

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.

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Section 5 | General Information

Dividends, Distributions and Taxes

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 Gemini Fund Services LLC, 4020 S 147th Street, Suite 2, Omaha, NE 68123.

The Funds intend to qualify and maintain their 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, the 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 advisor regarding these taxes. The tax considerations described in this section do not apply to tax-deferred accounts or other non-taxable entities.

Net Asset Value

Shares of each Class of the Funds 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 each Fund’s 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 the 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.

Fair Value Pricing

The Board of Trustees has delegated to the Advisor and/or Investment Managers responsibility for determining the value of Fund portfolio securities under certain circumstances. Under such circumstances, the Advisor or Investment Manager 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 Investment Managers 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 or High Yield Bond Funds were to invest in certain types of bonds that had limited marketability, such as “church bonds”.

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When a security is fair value priced, it means that the Advisor or Investment Manager 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 Investment Manager’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.

When a security is Evaluated Priced, it means the Advisor and Investment Manager are relying on a nationally recognized company that provides daily pricing of international and domestic securities. Accordingly, there is the possibility that the pricing firm’s calculations or pricing techniques 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.

Frequent Trading

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 Funds will reject any transactions the Funds believe in good faith constitute frequent trading, including market timing and late transactions, except that the Fund does not impose restrictions on exchanges from the Fixed Income Fund 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.

Distribution and Service Plans

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 the Fund (the “Distribution Plans”). The Distribution Plans provide for fees to be deducted from the average net assets of the Fund in order to compensate TPL or others for expenses relating to the promotion and sale of shares of the Fund and the servicing of shareholder accounts.

Under the Class A Distribution Plan, the Class A shares of the Fund compensate TPL for distribution and service fees at an annual rate of 0.25% (all of which may be classified as a service fee), payable on a monthly basis, of the Fund’s average daily net assets attributable to Class A shares. Amounts paid under the Class A Distribution Plan are paid to TPL and others to compensate them for services provided and expenses incurred in the distribution of Class A shares, including the paying of commissions for sales of Class A shares.

Under the Class C Distribution Plan, the Class C shares of the Fund compensates TPL 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 the Fund’s average daily net assets attributable to Class C shares. 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 the 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.

Fund Service Providers

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 Advisor to the Trust. TPL is not compensated for serving as underwriter of the Trust.

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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 Trustees 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.

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Section 6 | Financial Highlights

Financial Highlights

AGGRESSIVE GROWTH FUND (CLASS A)

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

The Financial Highlights Table is intended to help you understand the Fund’s financial performance for the past six periods (or, if shorter, the periods since the Fund’s inception). 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 contained in the tables for the periods ended September 30, 2009, 2010, 2011 and 2012, and the periods ended December 31, 2007 and 2008, has been audited by Cohen Fund Audit Services, Ltd., Independent Registered Public Accounting Firm, whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request.


	For the Year			For the Year			For the Year		For the Period			For the Year			For the Year
	ended			ended			ended		ended			ended			ended
	September 30,			September 30,			September 30,		September 30,			December 31,			December 31,
	2012			2011			2010		2009 (A)			2008			2007


Net asset value, beginning of period	$	5.57		$	5.42		$	4.51	$	3.71		$	6.80		$	7.04


INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)		(0.12)	(B)		(0.10)	(B)		(0.09)		(0.05)			(0.07)			(0.06)
Net realized and unrealized gain (loss) on investments		1.65			0.25			1.00		0.85			(3.01)			0.59

Total from investment operations		1.53			0.15			0.91		0.80			(3.08)			0.53


LESS DISTRIBUTIONS:
From net investment income		-			-			-		-			-			-
From net realized gains on investments		-			-			-		-			(0.01)			(0.77)

Total distributions		-			-			-		-			(0.01)			(0.77)


Net asset value, end of period	$	7.10		$	5.57		$	5.42	$	4.51		$	3.71		$	6.80


Total return (C)(D)		27.47%			2.77%			20.18%		21.56%	(F)		(45.27)%			7.66%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000’s)	$	14,398		$	12,259		$	13,247	$	17,007		$	14,575		$	24,041
Ratios to average net assets
Expenses, before reimbursement		2.12%			1.81%			1.88%		1.85%	(G)		1.72%			1.52%
Expenses, net reimbursement		2.12%			1.81%			1.88%		1.85%	(G)		1.72%			1.55%
Net investment income (loss), before reimbursement		(1.78)%			(1.52)%			(1.61)%		(1.58)%	(G)		(1.33)%			(0.94)%
Net investment income (loss), net reimbursement		(1.78)%			(1.52)%			(1.61)%		(1.58)%	(G)		(1.33)%			(0.97)%
Portfolio turnover rate		147%			201%			89%		136%			244%	(E)		59%

(A)

The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C)

Total return calculation does not reflect sales load.

(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)

On January 1, 2008, Chartwell Investment Partners became sub-advisor for the Fund.

(F)

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

(G)

Annualized.

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Financial Highlights

AGGRESSIVE GROWTH FUND (CLASS C)

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


	For the Year			For the Year			For the Year		For the Period			For the Year			For the Year
	ended			ended			ended		ended			ended			ended
	September 30,			September 30,			September 30,		September 30,			December 31,			December 31,
	2012			2011			2010		2009 (A)			2008			2007


Net asset value, beginning of period	$	5.06		$	4.98		$	4.18	$	3.46		$	6.37		$	6.69


INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)		(0.16)	(B)		(0.13)	(B)		(0.11)		(0.06)			(0.11)			(0.10)
Net realized and unrealized gain (loss) on investments		1.53			0.21			0.91		0.78			(2.79)			0.55

Total from investment operations		1.37			0.08			0.80		0.72			(2.90)			0.45


LESS DISTRIBUTIONS:
From net investment income		-			-			-		-			-			-
From net realized gains on investments		-			-			-		-			(0.01)			(0.77)

Total distributions		-			-			-		-			(0.01)			(0.77)


Net asset value, end of period	$	6.43		$	5.06		$	4.98	$	4.18		$	3.46		$	6.37


Total return (C)(D)		27.08%			1.61%			19.14%		20.81%	(F)		(45.50)%			6.86%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000’s)	$	2,201		$	1,766		$	1,670	$	1,477		$	1,272		$	2,277
Ratios to average net assets
Expenses, before reimbursement		2.87%			2.57%			2.63%		2.60%	(G)		2.47%			2.27%
Expenses, net reimbursement		2.87%			2.57%			2.63%		2.60%	(G)		2.47%			2.30%
Net investment income (loss), before reimbursement		(2.53)%			(2.28)%			(2.35)%		(2.33)%	(G)		(2.08)%			(1.70)%
Net investment income (loss), net reimbursement		(2.53)%			(2.28)%			(2.35)%		(2.33)%	(G)		(2.08)%			(1.73)%
Portfolio turnover rate		147%			201%			89%		136%			244%	(E)		59%

(A)

The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C)

Total return calculation does not reflect redemption fee.

(D)

(E)

On January 1, 2008, Chartwell Investment Partners became sub-advisor for the Fund.

(F)

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

(G)

Annualized.

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Financial Highlights

INTERNATIONAL FUND (CLASS A)

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

The Financial Highlights Table is intended to help you understand the Fund’s financial performance for the past six periods (or, if shorter, the periods since the Fund’s inception). Certain information reflects financial results for a single Fund share. The total returns in the table represent that rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information contained in the tables for the periods ended September 30, 2009, 2010, 2011 and 2012, and the periods ended December 31, 2007 and 2008, has been audited by Cohen Fund Audit Services, Ltd., Independent Registered Public Accounting Firm, whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request.


	For the Year ended			For the Year ended			For the Year ended		For the Period ended			For the Year ended		For the Period ended
	September 30,			September 30,			September 30,		September 30,			December 31,		December 31,
	2012			2011			2010		2009 (A)			2008		2007 (C)


Net asset value, beginning of period	$	6.54		$	7.71		$	7.52	$	5.92		$	11.00	$	10.00


INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)		0.03	(B)		0.20	(B)		0.04		0.08			0.09		0.04
Net realized and unrealized gain (loss) on investments		0.97			(1.33)			0.26		1.52			(5.08)		1.00

Total from investment operations		1.00			(1.13)			0.30		1.60			(4.99)		1.04


LESS DISTRIBUTIONS:
From net investment income		(0.23)			(0.04)			(0.11)		-			(0.09)		(0.04)
From net realized gains on investments		-			-			-		-			-		-

Total distributions		(0.23)			(0.04)			(0.11)		-			(0.09)		(0.04)


Net asset value, end of period	$	7.31		$	6.54		$	7.71	$	7.52		$	5.92	$	11.00


Total return (D)(E)		15.73%			(14.72)%			3.93%		27.03%	(F)		(45.38)%		10.39%	(F)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000’s)	$	29,794		$	28,423		$	35,206	$	37,248		$	31,214	$	42,298
Ratio of expenses to average net assets		1.82%			1.70%			1.74%		1.72%	(G)		1.66%		1.69%	(G)
Ratio of net investment income (loss) to average net assets		0.38%			2.45%			0.58%		1.68%	(G)		1.12%		0.58%	(G)
Portfolio turnover rate		34%			62%			41%		38%			32%		13%

(A)

The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C)

For the period May 3, 2007 (Commencement of Operations) to December 31, 2007.

(D)

Total return calculation does not reflect sales load.

(E)

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.

(F)

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

(G)

Annualized.

82 | Page

Financial Highlights

INTERNATIONAL FUND (CLASS C)

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

The Financial Highlights Table is intended to help you understand the Fund’s financial performance for the past six periods (or, if shorter, the periods since the Fund’s inception). Certain information reflects financial results for a single Fund share. The total returns in the table represent that rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information contained in the tables for the periods ended September 30, 2009, 2010, 2011 and 2012, and the periods ended December 31, 2007 and 2008, has been audited by Cohen Fund Audit Services, Ltd., Independent Registered Public Accounting Firm, whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request.


	For the Year ended September 30, 2012			For the Year ended September 30, 2011			For the Year ended September 30, 2010		For the Period ended September 30, 2009 (A)			For the Year ended December 31, 2008		For the Period ended December 31, 2007 (C)


Net asset value, beginning of period	$	6.39		$	7.58		$	7.41	$	5.87		$	10.97	$	10.00


INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)		(0.02)	(B)		0.13	(B)		(0.01)		0.04			0.04		(0.02)
Net realized and unrealized gain (loss) on investments		0.95			(1.29)			0.25		1.50			(5.07)		0.99

Total from investment operations		0.93			(1.16)			0.24		1.54			(5.03)		0.97


LESS DISTRIBUTIONS:
From net investment income		(0.17)			(0.03)			(0.07)		-			(0.07)		- *
From net realized gains on investments		-			-			-		-			-		-

Total distributions		(0.17)			(0.03)			(0.07)		-			(0.07)		-


Net asset value, end of period	$	7.15		$	6.39		$	7.58	$	7.41		$	5.87	$	10.97


Total return (D)(E)		14.88%			(15.40)%			3.27%		26.24%	(F)		(45.79)%		9.71%	(F)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000’s)	$	1,617		$	1,427		$	1,941	$	1,417		$	984	$	1,318
Ratio of expenses to average net assets		2.57%			2.45%			2.49%		2.47%	(G)		2.40%		2.48%	(G)
Ratio of net investment income (loss) to average net assets		(0.32)%			1.58%			0.15%		0.85%	(G)		0.45%		0.44%	(G)
Portfolio turnover rate		34%			62%			41%		38%			32%		13%

*Amount

is less than $0.005 per share.

(A)

The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C)

For the period May 3, 2007 (Commencement of Operations) to December 31, 2007.

(D)

Total return calculation does not reflect redemption fee.

(E)

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.

(F)

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

(G)

Annualized.

Page | 83

Financial Highlights

LARGE/MID CAP GROWTH FUND (CLASS A)

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


	For the Year ended September 30, 2012			For the Year ended September 30, 2011			For the Year ended September 30, 2010		For the Period ended September 30, 2009 (A)			For the Year ended December 31, 2008			For the Year ended December 31, 2007


Net asset value, beginning of period	$	6.05		$	5.99		$	5.37	$	4.38		$	6.89		$	7.25


INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)		(0.04)	(B)		(0.04)	(B)		(0.04)		(0.02)			(0.04)			(0.03)
Net realized and unrealized gain (loss) on investments		1.61			0.10			0.66		1.01			(2.46)			0.39

Total from investment operations		1.57			0.06			0.62		0.99			(2.50)			0.36


LESS DISTRIBUTIONS:
From net investment income		-			-			-		-			-			-
From net realized gains on investments		(0.32)			-			-		-			(0.01)			(0.72)

Total distributions		(0.32)			-			-		-			(0.01)			(0.72)


Net asset value, end of period	$	7.30		$	6.05		$	5.99	$	5.37		$	4.38		$	6.89


Total return (C)(D)		26.61%			1.00%			11.55%		22.60%	(F)		(36.30)%			5.09%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000’s)	$	41,446		$	34,252		$	38,865	$	35,973		$	32,484		$	53,183
Ratios to average net assets
Expenses, before reimbursement		1.68%			1.60%			1.66%		1.67%	(G)		1.56%			1.46%
Expenses, net reimbursement		1.68%			1.60%			1.66%		1.67%	(G)		1.56%			1.46%
Net investment income (loss), before reimbursement		(0.63)%			(0.64)%			(0.74)%		(0.58)%	(G)		(0.64)%			(0.37)%
Net investment income (loss), net reimbursement		(0.63)%			(0.64)%			(0.74)%		(0.58)%	(G)		(0.64)%			(0.37)%
Portfolio turnover rate		127%			150%			78%		78%			177%	(E)		45%

(A)

The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C)

Total return calculation does not reflect sales load.

(D)

(E)

On January 1, 2008, Chartwell Investment Partners became sub-advisor for the Fund.

(F)

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

(G)

Annualized.

84 | Page

Financial Highlights

LARGE/MID CAP GROWTH FUND (CLASS C)

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


	For the Year ended September 30, 2012			For the Year ended September 30, 2011			For the Year ended September 30, 2010		For the Period ended September 30, 2009 (A)			For the Year ended December 31, 2008			For the Year ended December 31, 2007


Net asset value, beginning of period	$	5.57		$	5.55		$	5.01	$	4.11		$	6.51		$	6.95


INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)		(0.09)	(B)		(0.09)	(B)		(0.08)		(0.04)			(0.08)			(0.07)
Net realized and unrealized gain (loss) on investments		1.47			0.11			0.62		0.94			(2.31)			0.35

Total from investment operations		1.38			0.02			0.54		0.90			(2.39)			0.28


LESS DISTRIBUTIONS:
From net investment income		-			-			-		-			-			-
From net realized gains on investments		(0.32)			-			-		-			(0.01)			(0.72)

Total distributions		(0.32)			-			-		-			(0.01)			(0.72)


Net asset value, end of period	$	6.63		$	5.57		$	5.55	$	5.01		$	4.11		$	6.51


Total return (C)(D)		25.47%			0.36%			10.78%		21.90%	(F)		(36.73)%			4.15%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000’s)	$	4,483		$	2,726		$	2,523	$	2,120		$	1,971		$	3,097
Ratios to average net assets
Expenses, before reimbursement		2.44%			2.35%			2.41%		2.42%	(G)		2.31%			2.22%
Expenses, net reimbursement		2.44%			2.35%			2.41%		2.42%	(G)		2.31%			2.22%
Net investment income (loss), before reimbursement		(1.38)%			(1.38)%			(1.49)%		(1.33)%	(G)		(1.39)%			(1.12)%
Net investment income (loss), net reimbursement		(1.38)%			(1.38)%			(1.49)%		(1.33)%	(G)		(1.39)%			(1.12)%
Portfolio turnover rate		127%			150%			78%		78%			177%	(E)		45%

(A)

The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C)

Total return calculation does not reflect redemption fee.

(D)

(E)

On January 1, 2008, Chartwell Investment Partners became sub-advisor for the Fund.

(F)

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

(G)

Annualized.

Page | 85

Financial Highlights

SMALL CAP VALUE FUND (CLASS A)

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

The Financial Highlights Table is intended to help you understand the Fund’s financial performance for the past six periods (or, if shorter, the periods since the Fund's inception). 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 contained in the tables for the periods ended September 30, 2009, 2010, 2011 and 2012, and the periods ended December 31, 2007 and 2008, has been audited by Cohen Fund Audit Services, Ltd., Independent Registered Public Accounting Firm, whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request.


	For the Year ended September 30, 2012			For the Year ended September 30, 2011			For the Year ended September 30, 2010		For the Period ended September 30, 2009 (A)			For the Year ended December 31, 2008		For the Year ended December 31, 2007


Net asset value, beginning of period	$	10.82		$	11.28		$	10.25	$	8.88		$	13.27	$	14.94


INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)		0.03	(B)		(0.05)	(B)		(0.06)		(0.05)			0.01		0.04
Net realized and unrealized gain (loss) on investments		3.89			(0.41)	(C)		1.09		1.42			(4.33)		0.36

Total from investment operations		3.92			(0.46)			1.03		1.37			(4.32)		0.40


LESS DISTRIBUTIONS:
From net investment income		-			-			-		-			-		(0.03)
From net realized gains on investments		-			-			-		-			(0.07)		(2.04)

Total distributions		-			-			-		-			(0.07)		(2.07)


Net asset value, end of period	$	14.74		$	10.82		$	11.28	$	10.25		$	8.88	$	13.27


Total return (D)(E)		36.23%			(4.08)%			10.05%		15.43%	(F)		(32.50)%		2.87%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's)	$	47,976		$	39,145		$	40,482	$	47,268		$	42,651	$	62,525
Ratio of expenses to average net assets		1.59%			1.53%			1.59%		1.59%	(G)		1.50%		1.44%
Ratio of net investment income (loss) to average net assets		0.19%			(0.36)%			(0.51)%		(0.71)%	(G)		0.05%		0.24%
Portfolio turnover rate		65%			102%			64%		57%			110%		60%

(A)

The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C)

Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not agree to the aggregate gains and losses in the Statement of Operations due to the fluctuations in share transactions.

(D)

Total return calculation does not reflect sales load.

(E)

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.

(F)

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

(G)

Annualized.

86 | Page

Financial Highlights

SMALL CAP VALUE FUND (CLASS C)

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


	For the Year ended September 30, 2012			For the Year ended September 30, 2011			For the Year ended September 30, 2010		For the Period ended September 30, 2009 (A)			For the Year ended December 31, 2008		For the Year ended December 31, 2007


Net asset value, beginning of period	$	9.35		$	9.82		$	8.99	$	7.83		$	11.80	$	13.58


INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)		(0.06)	(B)		(0.13)	(B)		(0.12)		(0.09)			(0.07)		(0.05)
Net realized and unrealized gain (loss) on investments		3.34			(0.34)	(C)		0.95		1.25			(3.83)		0.31

Total from investment operations		3.28			(0.47)			0.83		1.16			(3.90)		0.26


LESS DISTRIBUTIONS:
From net investment income		-			-			-		-			-		-
From net realized gains on investments		-			-			-		-			(0.07)		(2.04)

Total distributions		-			-			-		-			(0.07)		(2.04)


Net asset value, end of period	$	12.63		$	9.35		$	9.82	$	8.99		$	7.83	$	11.80


Total return (D)(E)		35.08%			(4.79)%			9.23%		14.81%	(F)		(32.99)%		2.13%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's)	$	4,937		$	3,809		$	4,186	$	3,867		$	3,901	$	6,341
Ratio of expenses to average net assets		2.34%			2.28%			2.34%		2.34%	(G)		2.25%		2.19%
Ratio of net investment income (loss) to average net assets		(0.55)%			(1.12)%			(1.26)%		(1.45)%	(G)		(0.70)%		(0.47)%
Portfolio turnover rate		65%			102%			64%		57%			110%		60%

(A)

The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C)

(D)

Total return calculation does not reflect redemption fee.

(E)

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.

(F)

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

(G)

Annualized.

Page | 87

Financial Highlights

LARGE/MID CAP VALUE FUND (CLASS A)

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


	For the Year ended September 30, 2012			For the Year ended September 30, 2011			For the Year ended September 30, 2010		For the Period ended September 30, 2009 (A)			For the Year ended December 31, 2008		For the Year ended December 31, 2007


Net asset value, beginning of period	$	11.83		$	11.84		$	10.72	$	9.10		$	15.48	$	14.31


INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)		0.06	(B)		0.04	(B)		0.05		0.04			0.05		0.15
Net realized and unrealized gain (loss) on investments		2.94			(0.01)	(C)		1.12		1.58			(6.26)		2.26

Total from investment operations		3.00			0.03			1.17		1.62			(6.21)		2.41


LESS DISTRIBUTIONS:
From net investment income		(0.03)			(0.04)			(0.05)		-			(0.03)		(0.16)
From net realized gains on investments		-			-			-		-			(0.14)		(1.08)
From return of capital		-			-			-		-			-		-

Total distributions		(0.03)			(0.04)			(0.05)		-			(0.17)		(1.24)


Net asset value, end of period	$	14.80		$	11.83		$	11.84	$	10.72		$	9.10	$	15.48


Total return (D)(E)		25.39%			0.20%			10.94%		17.80%	(F)		(40.05)%		17.02%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's)	$	100,632		$	78,255		$	80,700	$	82,784		$	69,695	$	103,828
Ratio of expenses to average net assets		1.57%			1.51%			1.58%		1.57%	(G)		1.51%		1.44%
Ratio of net investment income (loss) to average net assets		0.42%			0.33%			0.39%		0.57%	(G)		0.39%		0.99%
Portfolio turnover rate		7%			19%			38%		32%			77%		48%

(A)

The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C)

(D)

Total return calculation does not reflect sales load.

(E)

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.

(F)

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

(G)

Annualized.

88 | Page

Financial Highlights

LARGE/MID CAP VALUE FUND (CLASS C)

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


	For the Year ended September 30, 2012			For the Year ended September 30, 2011			For the Year ended September 30, 2010		For the Period ended September 30, 2009 (A)			For the Year ended December 31, 2008		For the Year ended December 31, 2007


Net asset value, beginning of period	$	10.61		$	10.68		$	9.73	$	8.31		$	14.24	$	13.28


INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)		(0.04)	(B)		(0.05)	(B)		(0.05)		(0.01)			(0.04)		0.02
Net realized and unrealized gain (loss) on investments		2.63			-	(C)		1.03		1.43			(5.73)		2.10

Total from investment operations		2.59			(0.05)			0.98		1.42			(5.77)		2.12


LESS DISTRIBUTIONS:
From net investment income		-			(0.02)			(0.03)		-			(0.02)		(0.08)
From net realized gains on investments		-			-			-		-			(0.14)		(1.08)
From return of capital		-			-			-		-			-		-

Total distributions		-			(0.02)			(0.03)		-			(0.16)		(1.16)


Net asset value, end of period	$	13.20		$	10.61		$	10.68	$	9.73		$	8.31	$	14.24


Total return (D)(E)		24.41%			(0.52)%			10.12%		17.09%	(F)		(40.49)%		16.13%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000’s)	$	10,669		$	8,903		$	9,484	$	9,552		$	8,544	$	12,722
Ratio of expenses to average net assets		2.32%			2.26%			2.33%		2.32%	(G)		2.26%		2.19%
Ratio of net investment income (loss) to average net assets		(0.32)%			(0.43)%			(0.35)%		(0.18)%	(G)		(0.35)%		0.18%
Portfolio turnover rate		7%			19%			38%		32%			77%		48%

(A)

The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C)

(D)

Total return calculation does not reflect redemption fee.

(E)

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.

(F)

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

(G)

Annualized.

Page | 89

Financial Highlights

FIXED INCOME FUND (CLASS A)

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


	For the Year ended September 30, 2012			For the Year ended September 30, 2011			For the Year ended September 30, 2010			For the Period ended September 30, 2009 (A)			For the Year ended December 31, 2008		For the Year ended December 31, 2007


Net asset value, beginning of period	$	10.72		$	10.56		$	10.14		$	9.56		$	9.99	$	9.94


INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)		0.22	(B)		0.28	(B)		0.29	(B)		0.24			0.43		0.44
Net realized and unrealized gain (loss) on investments		0.18			0.18			0.42			0.58			(0.43)		0.06

Total from investment operations		0.40			0.46			0.71			0.82			-		0.50


LESS DISTRIBUTIONS:
From net investment income		(0.22)			(0.30)			(0.29)			(0.24)			(0.43)		(0.45)
From return of capital		(0.03)			-			-			-			-		-

Total distributions		(0.25)			(0.30)			(0.29)			(0.24)			(0.43)		(0.45)


Net asset value, end of period	$	10.87		$	10.72		$	10.56		$	10.14		$	9.56	$	9.99


Total return (C)(D)		3.73%			4.42%			7.07%			8.70%	(E)		(0.05)%		5.19%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000’s)	$	74,685		$	59,405		$	58,831		$	48,074		$	37,367	$	45,371
Ratios to average net assets
Expenses, before waiver and reimbursement		1.31%			1.27%			1.36%			1.35%	(F)		1.29%		1.21%
Expenses, net waiver and reimbursement		1.16%			1.15%			1.21%			1.20%	(F)		1.14%		1.06%
Net investment income (loss), before waiver and reimbursement		1.86%			2.58%			2.63%			3.24%	(F)		4.11%		4.33%
Net investment income (loss), net waiver and reimbursement		2.01%			2.71%			2.78%			3.39%	(F)		4.26%		4.48%
Portfolio turnover rate		19%			22%			26%			22%			35%		45%

(A)

The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C)

Total return calculation does not reflect sales load.

(D)

(E)

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

(F)

Annualized.

90 | Page

Financial Highlights

FIXED INCOME FUND (CLASS C)

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


	For the Year ended September 30, 2012			For the Year ended September 30, 2011			For the Year ended September 30, 2010		For the Period ended September 30, 2009 (A)			For the Year ended December 31, 2008		For the Year ended December 31, 2007


Net asset value, beginning of period	$	10.38		$	10.22		$	9.82	$	9.28		$	9.69	$	9.66


INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)		0.13	(B)		0.20	(B)		0.21		0.18			0.33		0.37
Net realized and unrealized gain (loss) on investments		0.17			0.17			0.41		0.56			(0.40)		0.04

Total from investment operations		0.30			0.37			0.62		0.74			(0.07)		0.41


LESS DISTRIBUTIONS:
From net investment income		(0.14)			(0.21)			(0.22)		(0.20)			(0.34)		(0.38)
From return of capital		(0.03)			-			-		-			-		-

Total distributions		(0.17)			(0.21)			(0.22)		(0.20)			(0.34)		(0.38)


Net asset value, end of period	$	10.51		$	10.38		$	10.22	$	9.82		$	9.28	$	9.69


Total return (C)(D)		2.88%			3.68%			6.36%		8.02%	(E)		(0.72)%		4.37%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000’s)	$	8,997		$	8,265		$	8,438	$	5,212		$	2,883	$	2,842
Ratios to average net assets
Expenses, before waiver and reimbursement		2.06%			2.23%			2.12%		2.10%	(F)		2.06%		1.96%
Expenses, net waiver and reimbursement		1.91%			1.90%			1.97%		1.95%	(F)		1.91%		1.81%
Net investment income (loss), before waiver and reimbursement		1.12%			1.61%			1.88%		2.50%	(F)		3.33%		3.59%
Net investment income (loss), net waiver and reimbursement		1.27%			1.95%			2.03%		2.65%	(F)		3.48%		3.74%
Portfolio turnover rate		19%			22%			26%		22%			35%		45%

(A)

The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C)

Total return calculation does not reflect redemption fee.

(D)

(E)

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

(F)

Annualized.

Page | 91

Financial Highlights

HIGH YIELD BOND FUND (CLASS A)

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


	For the Year ended September 30, 2012			For the Year ended September 30, 2011			For the Year ended September 30, 2010		For the Period ended September 30, 2009 (A)			For the Year ended December 31, 2008		For the Period ended December 31, 2007 (C)


Net asset value, beginning of period	$	8.71		$	9.10		$	8.46	$	6.23		$	9.53	$	10.00


INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)		0.54	(B)		0.54	(B)		0.60		0.48			0.61		0.36
Net realized and unrealized gain (loss) on investments		0.76			(0.39)			0.63		2.23			(3.30)		(0.47)

Total from investment operations		1.30			0.15			1.23		2.71			(2.69)		(0.11)


LESS DISTRIBUTIONS:
From net investment income		(0.53)			(0.54)			(0.59)		(0.48)			(0.60)		(0.36)
From net realized gains on investments		-			-			-		-			(0.01)		-
From return of capital		(0.02)			-			-		-			-		-

Total distributions		(0.55)			(0.54)			(0.59)		(0.48)			(0.61)		(0.36)


Net asset value, end of period	$	9.46		$	8.71		$	9.10	$	8.46		$	6.23	$	9.53


Total return (D)(E)		15.17%			1.48%			14.98%		45.11% (F)			(29.55)%		(1.14)%	(F)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000’s)	$	33,392		$	23,110		$	21,617	$	18,740		$	13,283	$	20,284
Ratios to average net assets
Expenses, before waiver and reimbursement		1.39%			1.30%			1.43%		1.46%	(G)		1.41%		1.45%	(G)
Expenses, net waiver and reimbursement		1.39%			1.30%			1.43%		1.46%	(G)		1.41%		1.35%	(G)
Net investment income (loss), before waiver and reimbursement		5.84%			5.81%			6.72%		8.75%	(G)		7.06%		5.67%	(G)
Net investment income (loss), net waiver and reimbursement		5.84%			5.81%			6.72%		8.75%	(G)		7.06%		5.77%	(G)
Portfolio turnover rate		24%			60%			40%		34%			28%		23%

(A)

The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C)

For the period May 7, 2007 (Commencement of Operations) to December 31, 2007.

(D)

Total return calculation does not reflect sales load.

(E)

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.

(F)

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

(G)

Annualized.

92 | Page

Financial Highlights

HIGH YIELD BOND FUND (CLASS C)

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


	For the Year ended September 30, 2012			For the Year ended September 30, 2011			For the Year ended September 30, 2010			For the Period ended September 30, 2009 (A)			For the Year ended December 31, 2008		For the Period ended December 31, 2007 (C)


Net asset value, beginning of period	$	8.79		$	9.17		$	8.51		$	6.29		$	9.60	$	10.00


INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)		0.47	(B)		0.47	(B)		0.53	(B)		0.43	(B)		0.53		0.26
Net realized and unrealized gain (loss) on investments		0.77			(0.39)			0.66			2.24			(3.33)		(0.40)

Total from investment operations		1.24			0.08			1.19			2.67			(2.80)		(0.14)


LESS DISTRIBUTIONS:
From net investment income		(0.46)			(0.46)			(0.53)			(0.45)			(0.50)		(0.26)
From net realized gains on investments		-			-			-			-			(0.01)		-
From return of capital		(0.02)			-			-			-			-		-

Total distributions		(0.48)			(0.46)			(0.53)			(0.45)			(0.51)		(0.26)


Net asset value, end of period	$	9.55		$	8.79		$	9.17		$	8.51		$	6.29	$	9.60


Total return (D)(E)		14.33%			0.72%			14.36%			43.90%	(F)		(30.17)%		(1.38)%	(F)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000’s)	$	1,683		$	1,194		$	1,039		$	547		$	141	$	241
Ratios to average net assets
Expenses, before wavier and reimbursement		2.14%			2.05%			2.18%			2.20%	(G)		2.14%		2.20%	(G)
Expenses, net waiver and reimbursement		2.14%			2.05%			2.18%			2.20%	(G)		2.14%		2.10%	(G)
Net investment income (loss), before waiver and reimbursement		5.08%			5.06%			5.99%			7.55%	(G)		6.26%		5.24%	(G)
Net investment income (loss), net waiver and reimbursement		5.08%			5.06%			5.99%			7.55%	(G)		6.26%		5.34%	(G)
Portfolio turnover rate		24%			60%			40%			34%			28%		23%

(A)

The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C)

For the period May 7, 2007 (Commencement of Operations) to December 31, 2007.

(D)

Total return calculation does not reflect redemption fee.

(E)

(F)

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

(G)

Annualized.

Page | 93

Financial Highlights

ISRAEL COMMON VALUES FUND (CLASS A)

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

The Financial Highlights Table is intended to help you understand the Fund’s financial performance for the past six periods (or, if shorter, the periods since the Fund’s inception). Certain information reflects financial results for a single Fund share. The total returns in the table represent that rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information contained in the tables for the period ended September 30, 2012, has been audited by Cohen Fund Audit Services, Ltd., Independent Registered Public Accounting Firm, whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request.


	For the Period ended September 30, 2012 (A)


Net asset value, beginning of period	$	10.00


INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)(B)		(0.15)
Net realized and unrealized gain on investments		0.32

Total from investment operations		0.17


LESS DISTRIBUTIONS:
From net investment income		-
From net realized gains on investments		-

Total distributions		-


Net asset value, end of period	$	10.17


Total return (C)(D)		1.80%	(E)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000’s)	$	7,983
Ratio of expenses to average net assets		2.82%	(F)
Ratio of net investment income (loss) to average net assets		(1.48%)	(F)
Portfolio turnover rate		37%

(A)

For the period October 11, 2011 (Commencement of Operations) to September 30, 2012.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C)

Total return calculation does not reflect sales load.

(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.

94 | Page

Financial Highlights

ISRAEL COMMON VALUES FUND (CLASS C)

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

The Financial Highlights Table is intended to help you understand the Fund’s financial performance for the past six periods (or, if shorter, the periods since the Fund’s inception). Certain information reflects financial results for a single Fund share. The total returns in the table represent that rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information contained in the tables for the period ended September 30, 2012, has been audited by Cohen Fund Audit Services, Ltd., Independent Registered Public Accounting Firm, whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request.


	For the Period ended September 30, 2012 (A)

Net asset value, beginning of period	$	10.00


INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)(B)		(0.22)
Net realized and unrealized gain on investments		0.31

Total from investment operations		0.09


LESS DISTRIBUTIONS:
From net investment income		-
From net realized gains on investments		-

Total distributions		-


Net asset value, end of period	$	10.09


Total return (C)(D)		1.00%	(E)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000’s)	$	217
Ratio of expenses to average net assets		3.53%	(F)
Ratio of net investment income (loss) to average net assets		(2.21%)	(F)
Portfolio turnover rate		37%

(A)

For the period October 11, 2011 (Commencement of Operations) to September 30, 2012.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(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.

Page | 95

Financial Highlights

DEFENSIVE STRATEGIES FUND (CLASS A)

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

The Financial Highlights Table is intended to help you understand the Fund’s financial performance for the past six periods (or, if shorter, the periods since the Fund’s inception). Certain information reflects financial results for a single Fund share. The total returns in the table represent that rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information contained in the tables for the periods ended September 30, 2010, 2011 and 2012, has been audited by Cohen Fund Audit Services, Ltd., Independent Registered Public Accounting Firm, whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request.


	For the Year ended September 30, 2012			For the Year ended September 30, 2011			For the Period ended September 30, 2010 (A)

Net asset value, beginning of period	$	11.28		$	10.70		$	10.00


INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)		0.02	(B)		0.09	(B)		0.02
Net realized and unrealized gain (loss) on investments		1.62			0.54			1.08

Total from investment operations		1.64			0.63			1.10


LESS DISTRIBUTIONS:
From net investment income		(0.10)			-			-
From net realized gains on investments		(0.66)			(0.05)			(0.21)
From return of capital		(0.04)			-			(0.19)

Total distributions		(0.80)			(0.05)			(0.40)


Net asset value, end of period	$	12.12		$	11.28		$	10.70


Total return (C)(D)		14.87%			5.88%			10.97%	(E)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000’s)	$	52,529		$	43,670		$	23,360
Ratio of expenses to average net assets		1.33%			1.29%			1.51%	(F)
Ratio of net investment income (loss) to average net assets		0.20%			0.75%			0.13%	(F)
Portfolio turnover rate		247%			64%			41%

(A)

For the period November 4, 2009 (Commencement of Operations) to September 30, 2010.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C)

Total return calculation does not reflect sales load.

(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.

96 | Page

Financial Highlights

DEFENSIVE STRATEGIES FUND (CLASS C)

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

The Financial Highlights Table is intended to help you understand the Fund’s financial performance for the past six periods (or, if shorter, the periods since the Fund’s inception). Certain information reflects financial results for a single Fund share. The total returns in the table represent that rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information contained in the tables for the periods ended September 30, 2010, 2011 and 2012, has been audited by Cohen Fund Audit Services, Ltd., Independent Registered Public Accounting Firm, whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request.


	For the Year ended September 30, 2012			For the Year ended September 30, 2011			For the Period ended September 30, 2010 (A)


Net asset value, beginning of period	$	11.09		$	10.58		$	10.00

INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)		(0.07)	(B)		0.02	(B)		(0.06)
Net realized and unrealized gain (loss) on investments		1.58			0.54			1.08

Total from investment operations		1.51			0.56			1.02


LESS DISTRIBUTIONS:
From net investment income		(0.02)			-			-
From net realized gains on investments		(0.66)			(0.05)			(0.21)
From return of capital		(0.04)			-			(0.23)

Total distributions		(0.72)			(0.05)			(0.44)


Net asset value, end of period	$	11.88		$	11.09		$	10.58


Total return (C)(D)		13.91%			5.28%			10.18%	(E)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000’s)	$	18,801		$	13,100		$	5,527
Ratio of expenses to average net assets		2.09%			2.03%			2.28%	(F)
Ratio of net investment income (loss) to average net assets		(0.60)%			0.15%			(0.64)%	(F)
Portfolio turnover rate		247%			64%			41%

(A)

For the period November 4, 2009 (Commencement of Operations) to September 30, 2010.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(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.

Page | 97

Financial Highlights

STRATEGIC GROWTH FUND (CLASS A)

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


	For the Year ended September 30, 2012			For the Year ended September 30, 2011			For the Year ended September 30, 2010		For the Period ended September 30, 2009 (A)			For the Year ended December 31, 2008		For the Year ended December 31, 2007


Net asset value, beginning of period	$	6.27		$	6.49		$	5.97	$	4.86		$	9.12	$	9.69


INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)		0.04	(B)		(0.02)	(B)		0.02		(0.01)			0.01		0.10
Net realized and unrealized gain (loss) on investments		1.13			(0.19)			0.50		1.12			(3.66)		0.90

Total from investment operations		1.17			(0.21)			0.52		1.11			(3.65)		1.00


LESS DISTRIBUTIONS:
From net investment income		-			-			-		-			(0.09)		(0.10)
From net realized gains on investments		-			-			-		-			(0.52)		(1.47)
From return of capital		-			(0.01)			-		-			-		-

Total distributions		-			(0.01)			-		-			(0.61)		(1.57)


Net asset value, end of period	$	7.44		$	6.27		$	6.49	$	5.97		$	4.86	$	9.12


Total return (C)(D)		18.66%			(3.29)%			8.71%		22.84%	(G)		(39.82)%		10.45%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000’s)	$	32,250		$	31,269		$	34,098	$	30,066		$	25,440	$	44,231
Ratio of expenses to average net assets (E)		1.15%			1.05%			1.11%		1.11%	(H)		1.03%		1.00%
Ratio of net investment income (loss) to average net assets (E)(F)		0.60%			(0.23)%			0.30%		(0.25)%	(H)		0.12%		1.10%
Portfolio turnover rate		33%			22%			25%		5%			17%		45%

(A)

The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C)

Total return calculation does not reflect sales load.

(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)

These ratios exclude the impact of expenses of the underlying security holdings as represented in the Schedule of Investments.

(F)

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.

(G)

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

(H)

Annualized.

98 | Page

Financial Highlights

STRATEGIC GROWTH FUND (CLASS C)

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


	For the Year			For the Year			For the Year		For the Period			For the Year		For the Year
	ended			ended			ended		ended			ended		ended
	September 30,			September 30,			September 30,		September 30,			December 31,		December 31,
	2012			2011			2010		2009 (A)			2008		2007


Net asset value, beginning of period	$	5.82		$	6.09		$	5.64	$	4.62		$	8.70	$	9.31


INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)		(0.01)	(B)		(0.07)	(B)		(0.03)		(0.04)			(0.05)		0.03
Net realized and unrealized gain (loss) on investments		1.06			(0.20)			0.48		1.06			(3.47)		0.86

Total from investment operations		1.05			(0.27)			0.45		1.02			(3.52)		0.89


LESS DISTRIBUTIONS:
From net investment income		-			-			-		-			(0.04)		(0.03)
From net realized gains on investments		-			-			-		-			(0.52)		(1.47)

Total distributions		-			-			-		-			(0.56)		(1.50)


Net asset value, end of period	$	6.87		$	5.82		$	6.09	$	5.64		$	4.62	$	8.70


Total return (C)(D)		18.04%			(4.43)%			7.98%		22.08%	(G)		(40.32)%		9.73%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000’s)	$	6,836		$	6,446		$	6,950	$	7,608		$	6,423	$	9,836
Ratio of expenses to average net assets (E)		1.90%			1.82%			1.86%		1.85%	(H)		1.78%		1.75%
Ratio of net investment income (loss) to average net assets (E)(F)		(0.22)%			(1.00)%			(0.46)%		(1.00)%	(H)		(0.61)%		0.43%
Portfolio turnover rate		33%			22%			25%		5%			17%		45%

(A)

The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(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)

These ratios exclude the impact of expenses of the underlying security holdings as represented in the Schedule of Investments.

(F)

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.

(G)

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

(H)

Annualized.

Page | 99

Financial Highlights

CONSERVATIVE GROWTH FUND (CLASS A)

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


	For the Year			For the Year			For the Year		For the Period			For the Year		For the Year
	ended			ended			ended		ended			ended		ended
	September 30,			September 30,			September 30,		September 30,			December 31,		December 31,
	2012			2011			2010		2009 (A)			2008		2007


Net asset value, beginning of period	$	8.80		$	8.83		$	8.25	$	6.94		$	10.49	$	11.10

INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)		0.07	(B)		0.04	(B)		0.09		0.04			0.13		0.22
Net realized and unrealized gain (loss) on investments		1.09			0.01			0.60		1.27			(3.18)		0.75

Total from investment operations		1.16			0.05			0.69		1.31			(3.05)		0.97

LESS DISTRIBUTIONS:
From net investment income		(0.01)			(0.08)			(0.11)		-			(0.15)		(0.20)
From net realized gains on investments		-			-			-		-			(0.35)		(1.38)

Total distributions		(0.01)			(0.08)			(0.11)		-			(0.50)		(1.58)

Net asset value, end of period	$	9.95		$	8.80		$	8.83	$	8.25		$	6.94	$	10.49

Total return (C)(D)		13.22%			0.50%			8.47%		18.88%	(G)		(28.88)%		8.85%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000’s)	$	40,042		$	35,331		$	35,031	$	33,128		$	26,206	$	38,102
Ratios to average net assets
Expenses, before waiver and reimbursement (E)		1.11%			1.05%			1.13%		1.10%	(H)		1.02%		1.02%
Expenses, net waiver and reimbursement (E)		1.11%			1.05%			1.13%		1.10%	(H)		1.02%		1.02%
Net investment income (loss), before waiver and reimbursement (E)(F)		0.71%			0.48%			1.07%		0.82%	(H)		1.36%		2.09%
Net investment income (loss), net waiver and reimbursement (E)(F)		0.71%			0.48%			1.07%		0.82%	(H)		1.36%		2.09%
Portfolio turnover rate		32%			23%			31%		16%			26%		41%

(A)

The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C)

Total return calculation does not reflect sales load.

(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)

These ratios exclude the impact of expenses of the underlying security holdings as represented in the Schedule of Investments.

(F)

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.

(G)

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

(H)

Annualized.

100 | Page

Financial Highlights

CONSERVATIVE GROWTH FUND (CLASS C)

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


	For the Year			For the Year			For the Year		For the Period			For the Year		For the Year
	ended			ended			ended		ended			ended		ended
	September 30,			September 30,			September 30,		September 30,			December 31,		December 31,
	2012			2011			2010		2009 (A)			2008		2007


Net asset value, beginning of period	$	8.24		$	8.32		$	7.83	$	6.61		$	10.02	$	10.68


INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)		(0.01)	(B)		(0.02)	(B)		0.02		- *			0.06		0.12
Net realized and unrealized gain (loss) on investments		1.04			0.00 *			0.57		1.22			(3.03)		0.72

Total from investment operations		1.03			(0.02)			0.59		1.22			(2.97)		0.84


LESS DISTRIBUTIONS:
From net investment income		-			(0.06)			(0.10)		-			(0.09)		(0.12)
From net realized gains on investments		-			-			-		-			(0.35)		(1.38)

Total distributions		-			(0.06)			(0.10)		-			(0.44)		(1.50)


Net asset value, end of period	$	9.27		$	8.24		$	8.32	$	7.83		$	6.61	$	10.02


Total return (C)(D)		12.50%			(0.25)%			7.57%		18.46% (G)			(29.45)%		7.98%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000’s)	$	9,191		$	7,963		$	7,365	$	7,500		$	6,438	$	7,164
Ratios to average net assets
Expenses, before waiver and reimbursement (E)		1.86%			1.80%			1.88%		1.85%	(H)		1.77%		1.77%
Expenses, net waiver and reimbursement (E)		1.86%			1.80%			1.88%		1.85%	(H)		1.77%		1.77%
Net investment income (loss), before waiver and reimbursement (E)(F)		(0.06)%			(0.27)%			0.29%		0.05%	(H)		0.72%		1.40%
Net investment income (loss), net waiver and reimbursement (E)(F)		(0.06)%			(0.27)%			0.29%		0.05%	(H)		0.72%		1.40%
Portfolio turnover rate		32%			23%			31%		16%			26%		41%

*	Amount is less than $0.005 per share.

(A)

The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B)

Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(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)

These ratios exclude the impact of expenses of the underlying security holdings as represented in the Schedule of Investments.

(F)

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.

(G)

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

(H)

Annualized.

Page | 101

Section 7 | For More Information

Additional information about the Funds is available in the Funds’ Statement of Additional Information (SAI). The SAI contains more detailed information on all aspects of the Funds. A current SAI, dated January 29, 2013, has been filed with the SEC and is incorporated by reference into (is legally a part of) this prospectus. Additional information about each Fund’s investments is also available in the Funds’ audited annual report, dated September 30, 2012. In the Funds’ annual report, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during its last fiscal year.

The Funds’ SAI, annual report and semi-annual report are available, without charge upon request. To receive a copy of any of these documents or to make other types of inquiries to the Funds, please contact the Funds.


	Timothy Plan*	Securities and Exchange Commission

By Phone:	(800) 846-7526	(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.

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 (202) 942-8090. Information about the Funds 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 Timothy Plan

Investment Company Act No. 811-08228

102 | Page

LOGO Non-Retirement Account

Account Registration

Individual or Joint

Account

FOR ASSISTANCE with this form, call

Shareholder Services at (800) 662-0201, or

the Timothy Plan at (800) 846-7526.

UNDER AGE 18: Complete and attach

the Special Request Form E, Account for Minors

Indemnificaiton.

NOT TO BE USED FOR INDIVIDUAL

RETIREMENT ACCOUNTS.

NAME (First, Initial, Last) GENDER: m MALE m FEMALE DATE OF BIRTH TAXPAYER ID NUMBER or SSN

JOINT NAME (if applicable) GENDER: m MALE m FEMALE DATE OF BIRTH TAXPAYER ID NUMBER or SSN

ADDRESS

CITY STATE ZIP

DAYTIME PHONE NUMBER EMAIL (optional)

U.S. CITIZENSHIP STATUS:

m CITIZEN

m RESIDENT ALIEN

m NONRESIDENT ALIEN

Gifts/Transfers To A

Minor (UGMA/UTMA) MINOR’S NAME (First, Initial, Last) DATE OF BIRTH MINOR’S TAX ID or SSN

ADDRESS CITY STATE ZIP

DAYTIME PHONE NUMBER EMAIL (optional)

CUSTODIAN’S NAME (First, Initial, Last) CUSTODIAN’S TAX ID or SSN

ADDRESS CITY STATE ZIP

DAYTIME PHONE NUMBER EMAIL (optional)

U.S. CITIZENSHIP STATUS:

m CITIZEN

m RESIDENT ALIEN

m NONRESIDENT ALIEN

U.S. CITIZENSHIP STATUS:

m CITIZEN

m RESIDENT ALIEN

m NONRESIDENT ALIEN

Trust or Business

Account

NOTE: Please list all individuals who

will have authority to open and/or transact

business for this account on behalf of the

legal entity in whose name this account will

be registered. Please also enclose documents

supporting: (A) existence of legal entity

(e.g., a photocopy of the title, signature,

and appropriate pages of the trust document,

articles of incorporation, business license,

partnership agreement); and (B)

authority of each individual authorized to

transact business on this account (e.g., corporate

resolution, partnership certificate,

trustee(s)).

NAME OF: m TRUST m SOLE PROPRIETORSHIP m CORPORATION m PARTNERSHIP m OTHER ENTITY (check one) ENTITY’S TAX ID

ADDRESS CITY STATE ZIP

DAYTIME PHONE NUMBER EMAIL (optional) DATE OF TRUST (if applicable)

TRUSTEE’S NAME or AUTHORIZED SIGNER DATE OF BIRTH TRUSTEE’S TAX ID or SSN

ADDRESS (if different than above) CITY STATE ZIP

DAYTIME PHONE NUMBER EMAIL (optional)

U.S. CITIZENSHIP STATUS:

m CITIZEN

m RESIDENT ALIEN

m NONRESIDENT ALIEN

CO-TRUSTEE’S NAME or AUTHORIZED SIGNER (if applicable) DATE OF BIRTH CO-TRUSTEE’S TAX ID or SSN

ADDRESS (if different than above) CITY STATE ZIP

DAYTIME PHONE NUMBER EMAIL (optional)

U.S. CITIZENSHIP STATUS:

m CITIZEN

m RESIDENT ALIEN

m NONRESIDENT ALIEN

LOGO Non-Retirement Account: NEW ACCOUNT APPLICATION | page 1 of 4

Non-Retirement Account

Non-Retirement Account: NEW ACCOUNT APPLICATION | page 2 of 4

2	Contribution Information

Net Asset Value (NAV) o Process the enclosed purchase for NAV purchases.

I certify that o I am o my client is eligible for this option according to the terms set forth in the fund prospectus.

Reduced Sales Charge

Class A & C shares combined.

LETTER OF INTENT: Please be advised that over the course of the next thirteen months, I intend to purchase a cumulative

amount of the Timothy Plan family of funds equal to or in excess of:

o $50,000 o $100,000 o $250,000 o $500,000 o $750,000 o Over $1 million

If you intend to invest a certain amount over a 13 month period, you may be entitled to reduced sales charges on Class

A share purchases. If the amount indicated is not invested within 13 months, regular sales charge rates will apply to

shares purchased and any difference in the sales charge owed versus the sales charge previously paid will be deducted

from escrowed shares. Please refer to the prospectus for terms and conditions.

RIGHT OF ACCUMULATION: The following accounts, if any, are related and should be included in my aggregate purchases

to be calculated when assessing my reduced sales load.

1. 2. 3. 4.

4	Investment Selection

Your Fund Choices

If no share class is indicated, a Class A share

account will be established.

FUND NAME(S) CLASS

1. $ %

2. $ %

3. $ %

4. $ %

5. $ %

6. $ %

7. $ %

8. $ %

ALLOCATION

A C

3	Payment Method

o Check (Please make check payable to the Timothy Plan.)

o Bank Wire (For instructions, please contact the Transfer Agent toll free at 1-800-662-0201.)

o Automatic Investment Plan (Complete Section 5. No money is enclosed.)

o Direct Transfer

o Other

Payment Method

You can open your account using any of

these methods. Please check your choice.

A C

Dividend & Capital

Gains Distribution

All dividends and capital gains will be reinvested

in additional shares of the same fund

and class if you do not make a selection.

*You may only reinvest distributions in the

same class of shares.

A. DIVIDENDS: mReinvest. mPaid in cash. mDirect to my Timothy Plan account*:

B. CAPITAL GAINS: mReinvest. mPaid in cash. mDirect to my Timothy Plan account*:

If you choose to have any dividends and capital gains paid in cash, please check one of the options below. If you do

not make a selection, we will send them to you, by check, at your current mailing address.

m Send dividends and capital gains to my bank account. (Complete Section 5, Bank Information.)

A C

$750,000 BREAKPOINT: This selection

is only applicable for Fixed Income and High

Yield Bond Funds.

LOGO Non-Retirement Account

Non-Retirement Account: NEW ACCOUNT APPLICATION | page 3 of 4

5	Account Service Options

Automatic

Investment Plan

NOTE: If you are opening a new fund

account and signing up for the Automatic

Investment Plan, you must include a

minimum initial investment of $50 with this

application.

*The bank account designated must have

check or draft writing privileges. Complete

Bank Information above.

I authorize the fund’s Agent to draw checks or initiate Automatic Clearing House debits against bank account.*

1. Amount (minimum $50 per account, per month or equivalent): $

2. Frequency (choose one):

JOHN AND JANE DOE

123 Any Street

Anytown, USA 12345

Pay to the

order of

101

Date

Dollars

BANK NAME

BANK ADDRESS

For

Tape your voided check or preprinted

deposit slip here.

PLEASE DO NOT USE STAPLES.

NO CHECKS? If you do not have a

check or preprinted deposit slip for this account,

please contact your savings account

provider for wiring instructions, or call (800)

662-0201.

Bank Information

*The bank account designated must have

check or draft writing privileges.

Telephone Transaction

Privileges

If bank information is provided above, you may elect the convenience of Telephone Purchases. Whether you

provide bank information or not, if you elect to do so, you may exchange and/or redeem by telephone.

YES, I WANT THE FOLLOWNG PRIVILEGES:

o Telephone Purchase. o Telephone Exchange. o Telephone Redemption.

Systematic

Withdrawal Plan

NOTE: A minimum account balance of

$10,000 is required.

*Complete Bank Information above.

I authorize the fund’s Agent to deposit checks into my bank account* from my account established by this application.

1. Amount (minimum $100 per account, per month or equivalent): $

2. Frequency (choose one):

3. Withdrawals are processed on the 25th of the appropriate month.

4. Month in which deposit should begin:

o Monthly o Quarterly o Semi-Annually o Annually

Government/Payroll

Direct Deposit

o YES, I WANT TO ESTABLISH A GOVERNMENT/PAYROLL DIRECT DEPOSIT.

Please indicate if you are establishing an account for this purpose. For additional information regarding the automatic

deposit of your government or payroll check, please call us at (800) 662-0201.

NAME OF BANK BANK’S PHONE NUMBER ABA ROUTING NUMBER

BANK ADDRESS

CITY STATE ZIP

NAME (S) ON BANK ACCOUNT BANK ACCOUNT NUMBER

ACCOUNT TYPE:

m CHECKING

m SAVINGS

3. Day in which deposit should begin (or the first business day thereafter, if a holiday or weekend:

4. Month in which deposit should begin:

o Semi-Monthly

o Monthly

o Quarterly

o Semi-Annually

o Annually

LOGO Non-Retirement Account

Non-Retirement Account: NEW ACCOUNT APPLICATION | page 4 of 4

6	Acknowledgement

I (we) have received and read the current prospectus for the funds I (we) have selected for investment. I (we) agree

that any shares purchased now or later will be subject to the terms of the funds’ prospectus in effect from time to time.

I (we) certify under penalties of perjury: 1) that the Social Security or Taxpayer ID Number provided here is correct and,

2) that unless the circle below is checked, I (we) am (are) not subject to tax withholding because a) I (we) have not

been notified by the Internal Revenue Service that I (we) am (are) subject to such withholding because of a failure to

report all interest or dividends, or b) the Internal Revenue Service has notified me that I (we) am (are) no longer subject

to backup withholding.

m I (we) am (are) subject to backup withholding.

I (we) agree that neither the fund nor its agents will be liable for any loss, expense, or cost arising out of any telephone

request made pursuant to the features and services selected above, including any fraudulent or unauthorized request

and that I, as the account holder, will bear the risk of loss, so long as the fund or its agents reasonably believe that the

telephonic instructions are genuine based upon reasonable verification procedures. The verification procedures include

recording instructions, requiring certain identifying information before acting upon instructions and sending written

confirmations. I (we) certify that I (we) have the power and authority to establish this account and establish the features

and services requested and that the authorizations hereon shall continue until the funds receive written notice

of a modification signed by all appropriate parties or a termination signed by all parties. All terms shall be binding upon

heirs, representatives and assigns.

SIGNATURE OF OWNER DATE

SIGNATURE OF JOINT OWNER DATE

Your Signature

WARNING. This application cannot be

processed unless signed below by the

Responsible Individual(s).

UNDER AGE 18: A parent or guardian

must sign attach a completed Special

Request Form E, Account for Minors Indemnificaiton.

8	Mailing Your Application

RETURN THIS FORM BY MAIL TO:

The Timothy Plan

c/o Gemini Fund Services, LLC

Post Office Box 541150

Omaha, NE 68154-1150

Tollfree | (800) 662-0201

Telephone | (402) 493-4603

Facsimile | (402) 963-9094

7	For Dealer Use Only

Your Financial

Representative

IF APPLICABLE.

BROKER/DEALER NAME BRANCH NUMBER

BRANCH ADDRESS

REPRESENTATIVE’S NAME PRODUCER NUMBER PHONE NUMBER

USA Patriot Act Notice IMPORTANT INFORMATION

Under the USA Patriot Act, the Board of Trustees of the Trust has approved procedures designed to prevent and detect

attempts to launder money. The information you provide us is used exclusively as required under the Patriot Act

and to provide the services you have requested.

WHAT THIS MEANS FOR YOU:

When you open an account, we will ask for your name, address, date of birth, and other information that will allow

us to identify you. We may also ask for additional identifying documents. The information is required for all owners,

co-owners, or anyone who will be signing or completing a transaction on behalf of a legal entity that will own the account.

We must return your application if any of this information is missing. If we are unable to verify this information,

your account may be closed and you will be subject to all applicable costs. If you have any questions regarding

this application, please call (800) 662-0201.

LOGO Non-Retirement Account B

REQUEST FOR TRANSFER

1	Account Registration

Participant /

Owner Information

FOR ASSISTANCE with this form, call

Shareholder Services at (800) 662-0201, or

the Timothy Plan at (800) 846-7526.

Current Custodian /

Financial Institution

ATTACH a copy of your recent account

statement from your present Custodian.

NAME FINANCIAL INSTITUTION (Trustee, Custodian or Employer) ACCOUNT NUMBER PHONE NUMBER

ADDRESS CITY, STATE ZIP

2	Account to be Transferred

3	Transfer Instructions

Asset Transfer

REMINDER: The assets held at your current

financial institution will be sold (for liquidations),

and the proceeds will be sent to

Timothy Plan for investment in your Timothy

Plan account(s). Please note that authorizing

the transfer of non-retirement assets to a

Timothy Plan account could result in a taxable

event. Any gains on liquidated assets

will be subject to capital gains tax. The

transfer process could take several weeks.

CURRENT PLAN TYPE: (SELECT ONE)

o Individual

o Joint

o Trust

o Corporate / Business

o UGMA / UTMA

o Other:

TYPE OF PLAN TRANSFERRING TO: (SELECT ONE)

o Individual

o Joint

o Trust

o Corporate / Business

o UGMA / UTMA

o Other:

Assets to be Transferred

NOTE: Penalties and market fluctuation

may affect the distribution amount.

WIRE TRANSFERS: If you choose to

wire-transfer your funds, contact your financial

organization for information regarding

any incoming or outgoing wire-transfer fees

that may apply.

ASSETS(S) TO BE LIQUIDATED ACCOUNT NUMBER AMOUNT TO BE TRANSFERRED

1. $ %

2. $ %

3. $ %

4. $ %

5. $ %

A. PAYMENT AMOUNT: m My entire balance. m A portion of my balance. $

B. PAYMENT SCHEDULE : m Immediately liquidate all investments and send cash proceeds.

m Immediately liquidate the investments as identified below:

NAME (First, Initial, Last) GENDER: m MALE m FEMALE DATE OF BIRTH TAXPAYER ID NUMBER or SSN

JOINT NAME (if applicable) GENDER: m MALE m FEMALE DATE OF BIRTH TAXPAYER ID NUMBER or SSN

ADDRESS

CITY STATE ZIP

DAYTIME PHONE NUMBER EMAIL (optional) TIMOTHY PLAN ACCOUNT NUMBER (if established)

Non-Retirement Account: REQUEST FOR TRANSFER | page 1 of 2

Non-Retirement Account

Non-Retirement Account: REQUEST FOR TRANSFER | page 2 of 2

4	Investment Selection

Your Fund Choices

If no share class is indicated, a Class A share

account will be established.

FUND NAME(S) CLASS

1. $ %

2. $ %

3. $ %

4. $ %

5. $ %

6. $ %

7. $ %

ALLOCATION

A C

5	Acknowledgement

Your Signature

WARNING. This application will not

be processed unless signed below by the

Account Owner.

SIGNATURE GUARANTEE: Your current

financial institution may require a

medallion signature guarantee in order to

process the transfer request. Most financial

institutions accept medallion guarantees obtained

from banks or brokerage firms that

are members of either the Securities Transfer

Agents Medallion Program (STAMP), the

New York Stock Exchange, Inc., Medallion

Signature Program (MSP), or the Stock Exchanges

Medallion Program (SEMP). A notary

public is not an acceptable guarantor.

I hereby authorize this liquidation and/or transfer in kind from my current financial institution to my Timothy Plan account(s)

designated on this form. (Your liquidation and/or transfer in kind cannot be completed without the signature of all owners of

the account being transferred.)

SIGNATURE OF ACCOUNT OWNER

DATE

6	Mailing Your Application