485BPOS

Securities Act File No. 033-73248                                         

Investment Company Act File No. 811-08228                    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

Post-Effective Amendment No. 102 x

and/or

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

Post-Effective Amendment No. 103 x

THE TIMOTHY PLAN

(Exact Name of Registrant as Specified in Charter)

1055 MAITLAND CENTER COMMONS

MAITLAND, FL 32751

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (407) 644-1986

ARTHUR D. ALLY,

1055 MAITLAND CENTER COMMONS

MAITLAND, FL 32751

(Name and Address of Agent for Service)

Copies to:

DAVID D. JONES, ESQUIRE

20770 Hwy 281 N., Suite 108-619

San Antonio, TX 78258

and

BENJAMIN V. MOLLOZZI, ESQUIRE

225 Pictoria Drive, Suite 450

Cincinnati, Ohio 45246

It is proposed that this filing will become effective:

☐ immediately upon filing pursuant to paragraph (b)

X on April 30, 2021, pursuant to paragraph (b)

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

☐ on (date) pursuant to paragraph (a)(1)

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

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

If appropriate check this box:

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

PROSPECTUS

April 30, 2021

TIMOTHY PLAN VARIABLE SERIES

Strategic Growth Portfolio Variable Series

Conservative Growth Portfolio Variable Series

THIS PROSPECTUS OFFERS PORTFOLIO SHARES ONLY.

THE PORTFOLIOS OF THE VARIABLE SERIES ARE DISTRIBUTED THROUGH:

Timothy Partners, Ltd., 1055 Maitland Center Commons, Maitland, Florida 32751

The Timothy Plan Strategic Growth Portfolio Variable Series (“Strategic Growth Portfolio”) and the Timothy Plan Conservative Growth Portfolio Variable Series (“Conservative Growth Portfolio”) (each a “Portfolio” and, collectively, the “Portfolios”) are each a series issued by the Timothy Plan (the “Trust”) and are offered only to separate accounts (the “Separate Accounts”) established by insurance companies that issue variable annuity contracts and variable life insurance products (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”). The Portfolios are intended to serve as investment vehicles for variable life insurance, variable annuity and group annuity products of Insurance Companies or for Qualified Plans. The general public may not directly purchase shares of the Portfolios.

The Portfolios invest in the Timothy Plan Traditional Funds. The Timothy Plan believes that it has a responsibility to invest in a moral and ethical manner. Accordingly, none of the Traditional 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 Portfolios’ 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 Traditional Funds.

Timothy Partners, Ltd. (“TPL”) is the investment advisor to the Traditional Funds and to the Portfolios, 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 Traditional Funds is discovered to have changed its policies and is engaging in a prohibited practice, that security will be sold as soon as is reasonably practicable.

Because none of our Traditional 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 Portfolios can achieve their investment objectives within the parameters of ethical investing, eliminating Excluded Securities as investments in the Traditional Funds may have an adverse effect on a Portfolio’s performance and ongoing expenses.

THE U.S. 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.

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, the insurance company that offers your variable annuity or variable life insurance contract or qualified plan may no longer send you paper copies of the Fund’s shareholder reports by mail, unless you specifically request paper copies of the reports from the insurance company, qualified plan or your financial intermediary. Instead of delivering paper copies of the report, the insurance company or qualified plan may choose to make the reports available on a website and will notify you by mail each time a report is posted and provide you with a website link to access the reports. Instructions for requesting paper copies of reports will be provided by your insurance company or qualified plan.

If you already elected to receive fund reports electronically, you will not be affected by this change and you need not take any action.

If the insurance company or qualified plan offers electronic delivery, you may elect to receive shareholder reports and other communications about the Funds electronically by following the instructions provided by the insurance company or qualified plan or by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge from the insurance company. You can inform the insurance company, qualified plan or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by the insurance company, qualified plan or by contacting your financial intermediary. Your election to receive reports in paper will apply to all portfolios available under your contract with the insurance company or qualified plan.

Table of Contents

Section 1	Portfolio Summaries
	This section sets forth a general description of important information you should know about each of our Portfolios.
	Strategic Growth Portfolio	1
	Conservative Growth Portfolio	7
Section 2	Investment Objectives, Strategies, Risks and Portfolio Holdings
	Strategic Growth Portfolio	13
	Portfolio Holdings	16
	Conservative Growth Portfolio	17
	Portfolio Holdings	20
Section 3	Who Manages Your Money
	This section gives you a detailed discussion of our Investment Advisor and Portfolio Manager.
	The Investment Advisor	21
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.
	How to Buy Shares	22
	How to Sell Shares	22
Section 5	General Information
	This section summarizes the Portfolios’ distribution policies and other general Portfolio information.
	Temporary Defensive Strategies	23
	Dividends, Distributions and Taxes	23
	Fair Value Pricing	23
	Determination of Net Asset Value	24
	Fund Service Providers	24
	Code of Ethics	24
	Privacy Policy and Customer Identification Program	24
Section 6	Financial Highlights
	This section provides the Portfolios’ financial performance for the past five fiscal years.
	Strategic Growth Portfolio	27
	Conservative Growth Portfolio	28
Section 7	For More Information
	This section tells you how to obtain additional information relating to the Portfolios.
		29

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PORTFOLIO SUMMARY

TIMOTHY PLAN VARIABLE SERIES

Strategic Growth Portfolio

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES OF THE PORTFOLIO

The table below describes fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table does not reflect expenses incurred from investing through an Insurance Company Separate Account or Qualified Plan and does not reflect variable annuity or life insurance contract charges. If it did, your expenses would be higher. Each Portfolio pays annual operating expenses from its assets, so their effect is included in the Portfolio’s share price. Separate Account Owners and Qualified Plan Participants should refer to their Insurance Company’s Prospectus or their Qualified Plan document, as applicable, for information on those fees or charges.

Annual Portfolio Operating Expenses

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

Management Fee (2)	0.10%
Distribution/Service (12b-1 Fees)	0.00%
Other Expenses (including administrative fees, transfer agency fees, and all other ordinary operating expenses not listed above)	0.50%
Acquired Funds’ Fees and Expenses (3)	0.85%
Total Annual Portfolio Operating Expenses (1)	1.45%

(1) The annual operating expenses of the Portfolio as shown in the table above are as of the Portfolio’s fiscal year ended December 31, 2020.

(2) Management Fees are 0.10% of the average daily net assets of the Portfolio, which is paid to the Portfolio’s Advisor, Timothy Partners. Ltd.

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

Example:

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, reinvest dividends and distributions, 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 that the Portfolio’s operating expenses remain the same. The example does not reflect any insurance product fees or any additional expenses that participants in a qualified plan may bear relating to the operations of their plan. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Time Period	Amount
1 Year	$148
3 Years	$459
5 Years	$792
10 Years	$1,735

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PORTFOLIO TURNOVER

The Portfolio 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 Portfolio operating expenses or in the Example, affect the Portfolio’s performance. During the Portfolio’s most recent fiscal year, the Portfolio’s turnover rate was 13% of the average value of the Portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Strategic Growth Portfolio is a “Fund-of-Funds” and under normal circumstances will typically invest at least 75% of its assets in the following underlying Funds in order to achieve its investment objective. The following range of percentages is a general guide regarding the anticipated investment allocation among the Funds:​​​​​​​

Timothy Plan Traditional Funds	% of Fund’s Net Assets Invested in Timothy Plan Traditional Funds
Large/Mid Cap Growth Fund	0 - 20%
Large/Mid Cap Value Fund	0 - 20%
Small Cap Value Fund	0 - 10%
Aggressive Growth Fund	0 - 10%
International Fund	0 - 20%
High Yield Bond Fund	5 - 15%
Defensive Strategies Fund	5 - 30%
Israel Common Values Fund	0 - 10%
Fixed Income Fund	0 - 20%
US Large/Mid Cap Core ETF	0 - 40%
High Dividend Stock ETF	0 - 20%
International ETF	0 - 30%
US Small Cap Core ETF	0 - 20%

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 Strategic Growth Portfolio.​​​​​​​ 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 Portfolio is indirectly subject to the following risks that are inherent in the Traditional Funds in which the Portfolio invests:

◾ 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 underlying funds holding Commodity ETFs, the Portfolio assumes portions of that risk. ETFs may only purchase commodities futures contracts (the buy side), therefore the risks include missing opportunities to realize gains by shorting futures contracts (the sell side) in deflationary economic periods. It is possible an underlying Fund’s entire ETF investment could be lost. Also, ETF’s have expenses associated with them, and although indirect, these expenses may cause the Portfolio’s return to be lower.

◾ Country-Specific Risk:  One underlying fund invests 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. The 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 Portfolio’s investments in a foreign country.

◾ Credit Risk:  If investment grade bonds are downgraded in credit rating or go into default, the result could be a loss of value, and the Portfolio could lose money. The degree of risk for a particular security may or may not be reflected in its credit rating. Bonds that are unrated, or rated BBB by Standard & Poor’s at the time of purchase, are subject to greater market risk and credit risk, or loss of principal and interest, than higher-rated securities. High yield securities (“junk” bonds) are subject to greater risk of loss than investment grade securities. Unrated bonds or bonds rated BB or lower by Standard & Poor’s at the time of purchase (“junk” bonds) are subject to greater market risk and credit risk, or loss of principal and interest, than higher-rated securities.

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◾ Currency Risk:  Securities represented by ADRs are foreign stocks denominated in non-U.S. currency, and 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 investments in foreign securities. For securities that 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 investments in foreign securities.

◾ Emerging Market Risk:  Investments in the securities of emerging countries may experience more rapid and extreme changes in value than investments solely in securities of U.S. companies and investments in 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 investments in emerging foreign countries.

◾ Equity Market Risk:  Overall, stock market risks may affect the value of the Portfolio. Factors such as domestic economic growth and market conditions, interest rate levels, and political events affect the securities markets. When the value of the Portfolio’s investments goes down, your investment in the Portfolio decreases in value and you could lose money.

◾ Exchange Traded Fund Risk:  An ETF may trade at a discount to its net asset value. Investors indirectly bear fees and expenses charged by the underlying ETFs in addition to the Portfolio’s direct fees and expenses. There are also brokerage costs incurred when purchasing ETFs. In addition, losses of the underlying ETF and the level of risk arising from the investment practices of an underlying ETF may impact returns.

◾ Excluded Security Risk:  Because the underlying Funds do not invest in Excluded Securities (including certain REITs) , and will divest themselves of securities that are subsequently discovered to be ineligible, the Portfolio may be riskier than similar funds that invest in underlying funds that invest in broader arrays of securities.

◾ Fixed Income Risk:  Fixed income securities will increase or decrease in value based on changes in interest rates. If rates increase, fixed income securities generally will decline, and those securities with longer terms generally will decline more. Your investment will decline in value if the value of fixed income securities decrease. There is a risk that issuers and counterparties will not make payments on fixed income securities and repurchase agreements. Such defaults could result in losses to the Portfolio.

◾ Foreign Investment Risk:  Foreign investing involves risks not typically associated with U.S. investments and may experience more rapid and extreme changes in value than investments solely in securities of U.S. companies. These risks include, among others, adverse fluctuations in foreign currency values as well as adverse political, social and economic developments affecting a foreign country. In addition, foreign investing involves less publicly available information, and more volatile or less liquid securities markets. Investments in foreign countries could be affected by factors not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, foreign tax laws, and potential difficulties in enforcing contractual obligations. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Underlying Funds owning foreign securities could cause the Portfolio’s performance to fluctuate more than if it held only U.S. securities.

◾ Growth Risk:  Some underlying Funds invest in companies after assessing their growth potential. Securities of growth companies may be more volatile than other stocks. If a portfolio manager’s perception of a company’s growth potential is not realized, the securities purchased may not perform as expected, reducing the Portfolio’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.

◾ High Portfolio Turnover Risk:  Higher portfolio turnover rates 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 Portfolio operating expenses or in the Example, affect the Portfolio’s performance.

◾ 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 (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 an underlying Fund’s ability to buy or sell optimal quantities of high yield securities at desired prices.

◾ Interest Rate Risk:  When interest rates rise, bond prices fall; the higher an underlying 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 underlying Fund is to interest rate risk.

◾ Investing In Other Funds Risk:  The Portfolio invests in the securities of other investment companies. To the extent that the Portfolio invests in other mutual funds, exchange traded funds and other commingled funds, it will indirectly bear the expenses of those funds, which will cause the Portfolio’s return to be lower.

◾ 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.

◾ 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.

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◾ Management Risk:  An Advisor’s judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which an underlying Fund invests may prove to be incorrect. The Portfolio may experience losses regardless of the overall performance of the market.

◾ 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 an underlying 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.

◾ Municipal Securities Risk:  The power or ability of an issuer to make principal and interest payments on municipal securities may be materially adversely affected by economic conditions, litigation or other factors. An underlying Fund’s right to receive principal and interest payments may be subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors, as well as laws, if any, which may be enacted by Congress or state legislatures extending the time for payment of principal and/or interest or imposing other constraints upon the enforcement of such obligations. In addition, substantial changes in federal income tax laws could cause municipal security prices to decline because the demand for municipal securities is strongly influenced by the value of tax exempt income to investors.

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

◾ Real Estate Investment Trust Risk:  To the extent underlying Funds invest in real estate investment trusts, the Portfolio is subject to 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 underlying Funds, the more sensitive the Portfolio is to interest rate risks. The underlying Funds are also subject to credit risk; the Portfolio could lose money if mortgagors default on mortgages held in the REITs.

◾ Sector Risk:  If certain industry sectors or types of securities don’t perform as well as the managers of the underlying Funds expect, the Portfolio’s performance could suffer.

◾ Small Cap Company Risk:  Smaller capitalization companies may experience higher failure rates than do larger capitalization companies. In addition, smaller companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Such companies may have limited product lines, markets or financial resources and may lack management depth. The trading volume of securities of smaller capitalization companies is normally less than that of larger capitalization companies, and therefore may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger capitalization companies. Some small capitalization stocks may be illiquid. These risks may be enhanced for micro-cap securities. Many micro-cap companies tend to be new and have no proven track record. Some of these companies have no assets or operations, while others have products and services that are still in development or have yet to be tested in the market. Because micro-cap stocks trade in low volumes, any size of trade can have a large percentage impact on the price of the stock.

◾ Sovereign Debt Risk:  The underlying Funds may invest in sovereign debt obligations. Investment in sovereign debt obligations involves special risks not present in corporate debt obligations. The issuer of the sovereign debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and the Portfolio may have limited recourse in the event of a default. During periods of economic uncertainty, the market prices of sovereign debt, and the underlying Funds’ net asset values, may be more volatile than prices of U.S. debt obligations.

◾ Stock Market Risk:  The Portfolio is predominately 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.

◾ Treasury-Inflation Protected Securities Risk:  Because the real rate of return offered by TIPS, which represents the growth of 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.

◾ 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.

◾ Precious Metals Risk:  The Fund’s gold and silver may be subject to loss, damage, theft, or restriction on access, and the Fund’s recovery may be limited, even in the event of fraud, to the market value of the metals at the time the fraud is discovered. International crises may motivate large-scale sales of precious metals which could decrease their prices and adversely affect the value of the Shares. The price of metals may also be adversely affected by the sale of gold or silver by ETFs or other exchange traded vehicles tracking the precious metals markets. In the event of the insolvency of the Custodian, a liquidator may seek to freeze access to the metals held in all of the accounts held by the Custodian, including the Fund’s Allocated Account. Although the Fund would retain legal title to the allocated gold and silver bars, the Fund could incur expenses in connection with obtaining control of the allocated gold or silver, and the assertion of a claim by such liquidator for unpaid fees could delay redemptions.

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◾ Cybersecurity Risks:  Despite the various protections utilized by the Fund and its service providers, systems, networks, or devices utilized by the Fund potentially can be breached. The Fund and its shareholders could be negatively impacted as a result of a cybersecurity breach.

PAST PERFORMANCE

Although past performance of the Portfolio is no guarantee of how it will perform in the future, historical performance may give you some indication of the risk of investing in the Portfolio because it demonstrates how the Portfolio’s returns have varied over time. The bar chart shows changes in the Portfolio’s returns for the last ten years, and the table shows how the Portfolio’s average annual total returns compare over time to the returns of a broad-based securities market index. The performance information in this Prospectus does not reflect charges or expenses associated with the Insurance Companies Separate Accounts, variable contracts, or Qualified Plans that an investor in the Portfolio may pay.

Year-by-year Annual Total Returns for Portfolio Shares

(for calendar years ending on December 31)

Best Quarter	Worst Quarter
Jun-20	Mar-20
14.45%	-17.99%

Average Annual Total Returns

(for periods ending on December 31, 2020)

Strategic Growth Portfolio
	1 Year	5 Year	10 Year
Return before taxes	9.18%	6.38%	5.38%
Return after taxes on distributions	7.72%	5.41%	4.53%
Return after taxes on distributions and sale of shares	6.19%	4.76%	4.03%
Dow Jones Global Moderately Aggressive Portfolio Index (1) (reflects no deduction for fees, expenses or taxes)	14.14%	11.08%	8.94%

(1) The Dow Jones Global Moderately Aggressive Portfolio Index is a widely recognized measure of portfolios with similar levels of risk and is based on the Dow Jones Relative Risk Index and consists of 80% equities and 20% fixed income. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

INVESTMENT ADVISOR

Timothy Partners, Ltd. is the investment advisor to the Strategic Growth Portfolio

PORTFOLIO MANAGER

Arthur D. Ally has been the Portfolio Manager of the Strategic Growth Portfolio since its inception in May 2002.

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TAX INFORMATION

The Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist of ordinary income, capital gains, or some combination of both. Because shares of the Portfolio must be purchased through Separate Accounts of variable products or Qualified Plans such distributions will be exempt from current taxation, if left to accumulate within the variable product or Qualified Plan. You should consult your variable insurance contract or Qualified Plan documents and personal tax advisor for additional information.

FINANCIAL INTERMEDIARY COMPENSATION

If you purchase the Fund through an insurance company or other financial intermediary, the Portfolios’ distributor may pay the intermediary for the sale of Portfolio shares and related services. These payments may create a conflict of interest by influencing the insurance company or other intermediary and your salesperson or financial advisor to recommend the Portfolio over another investment vehicle. Ask your salesperson or financial advisor or visit your financial intermediary’s Web site for more information.

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PORTFOLIO SUMMARY

TIMOTHY PLAN VARIABLE SERIES

Conservative Growth Portfolio

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES OF THE PORTFOLIO

The table below describes fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table does not reflect expenses incurred from investing through an Insurance Company Separate Account or Qualified Plan and does not reflect variable annuity or life insurance contract charges. If it did, your expenses would be higher. Each Portfolio pays annual operating expenses from its assets, so their effect is included in the Portfolio’s share price. Separate Account Owners and Qualified Plan Participants should refer to their Insurance Company’s Prospectus or their Qualified Plan document, as applicable, for information on those fees or charges.

Annual Portfolio Operating Expenses

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

Management Fee (2)	0.10%
Distribution/Service (12b-1 Fees)	0.00%
Other Expenses (including administrative fees, transfer agency fees, and all other ordinary operating expenses not listed above)	0.57%
Acquired Funds’ Fees and Expenses (3)	0.91%
Total Annual Portfolio Operating Expenses (1)	1.58%

(1) The annual operating expenses of the Portfolio as shown in the table above are as of the Portfolio’s fiscal year ended December 31, 2020.

(2) Management Fees are 0.10% of the average daily net assets of the Portfolio, which is paid to the Portfolio’s Advisor, Timothy Partners, Ltd.

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

Example:

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, reinvest dividends and distributions, 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 that the Portfolio’s operating expenses remain the same. The example does not reflect any insurance product fees or any additional expenses that participants in a qualified plan may bear relating to the operations of their plan. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Time Period	Amount
1 Year	$161
3 Years	$499
5 Years	$860
10 Years	$1,878

PORTFOLIO TURNOVER

The Portfolio 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,

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which are not reflected in annual Portfolio operating expenses or in the Example, affect the Portfolio’s performance. During the Portfolio’s most recent fiscal year, the Portfolio’s turnover rate was 17% of the average value of the Portfolio.

PRINCIPAL INVESTMENT STRATEGIES​​​​​​​

The Conservative Growth Portfolio is a “Fund-of-Funds” and under normal circumstances will typically invest at least 75% of its assets in the following underlying Funds in order to achieve its investment objective. The following range of percentages is a general guide regarding the anticipated investment allocation among the Funds:

Timothy Traditional Plan Funds	% of Fund’s Net Assets Invested in Timothy Plan Traditional Funds
Large/Mid Cap Growth Fund	0 - 15%
Large/Mid Cap Value Fund	0 - 15%
Small Cap Value Fund	0 - 10%
Aggressive Growth Fund	0 - 5%
International Fund	0 - 20%
High Yield Bond Fund	5 - 15%
Defensive Strategies Fund	5 - 30%
Israel Common Values Fund	0 - 10%
Fixed Income Fund	20 - 40%
US Large/Mid Cap Core ETF	0 - 30%
High Dividend Stock ETF	0 - 25%
International ETF	0 - 25%
US Small Cap Core ETF	0 - 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 Conservative Growth Portfolio. 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 Portfolio is indirectly subject to the following risks that are inherent in the Traditional Funds in which the Portfolio invests:

◾ 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 underlying funds holding Commodity ETFs, the Portfolio assumes portions of that risk. ETFs may only purchase commodities futures contracts (the buy side), therefore the risks include missing opportunities to realize gains by shorting futures contracts (the sell side) in deflationary economic periods. It is possible an underlying Fund’s entire ETF investment could be lost. Also, ETF’s have expenses associated with them, and although indirect, these expenses may cause the Portfolio’s return to be lower.

◾ Country-Specific Risk:  One underlying fund invests 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. The 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 Portfolio’s investments in a foreign country.

◾ Credit Risk:  If investment grade bonds are downgraded in credit rating or go into default, the result could be a loss of value, and the Portfolio could lose money. The degree of risk for a particular security may or may not be reflected in its credit rating. Bonds that are unrated, or rated BBB by Standard & Poor’s at the time of purchase, are subject to greater market risk and credit risk, or loss of principal and interest, than higher-rated securities. High yield securities (“junk” bonds) are subject to greater risk of loss than investment grade securities. Unrated bonds or bonds rated BB or lower by Standard & Poor’s at the time of purchase (“junk” bonds) are subject to greater market risk and credit risk, or loss of principal and interest, than higher-rated securities.

◾ Currency Risk:  Securities represented by ADRs are foreign stocks denominated in non-U.S. currency, and 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 investments in foreign securities. For securities that 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 investments in foreign securities.

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◾ Emerging Market Risk:  Investments in the securities of emerging countries may experience more rapid and extreme changes in value than investments solely in securities of U.S. companies and investments in 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 investments in emerging foreign countries.

◾ Equity Market Risk:  Overall, stock market risks may affect the value of the Portfolio. Factors such as domestic economic growth and market conditions, interest rate levels, and political events affect the securities markets. When the value of the Portfolio’s investments goes down, your investment in the Portfolio decreases in value and you could lose money.

◾ Exchange Traded Fund Risk:  An ETF may trade at a discount to its net asset value. Investors indirectly bear fees and expenses charged by the underlying ETFs in addition to the Portfolio’s direct fees and expenses. There are also brokerage costs incurred when purchasing ETFs. In addition, losses of the underlying ETF and the level of risk arising from the investment practices of an underlying ETF may impact returns.

◾ Excluded Security Risk:  Because the underlying Funds do not invest in Excluded Securities (including certain REITs) , and will divest themselves of securities that are subsequently discovered to be ineligible, the Portfolio may be riskier than similar funds that invest in underlying funds that invest in broader arrays of securities.

◾ Fixed Income Risk: Fixed income securities will increase or decrease in value based on changes in interest rates. If rates increase, fixed income securities generally will decline, and those securities with longer terms generally will decline more. Your investment will decline in value if the value of fixed income securities decrease. There is a risk that issuers and counterparties will not make payments on fixed income securities and repurchase agreements. Such defaults could result in losses to the Portfolio.

◾ Foreign Investment Risk:  Foreign investing involves risks not typically associated with U.S. investments and may experience more rapid and extreme changes in value than investments solely in securities of U.S. companies. These risks include, among others, adverse fluctuations in foreign currency values as well as adverse political, social and economic developments affecting a foreign country. In addition, foreign investing involves less publicly available information, and more volatile or less liquid securities markets. Investments in foreign countries could be affected by factors not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, foreign tax laws, and potential difficulties in enforcing contractual obligations. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Underlying Funds owning foreign securities could cause the Portfolio’s performance to fluctuate more than if it held only U.S. securities.

◾ Growth Risk:  Some underlying Funds invest in companies after assessing their growth potential. Securities of growth companies may be more volatile than other stocks. If a portfolio manager’s perception of a company’s growth potential is not realized, the securities purchased may not perform as expected, reducing the Portfolio’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.

◾ High Portfolio Turnover Risk:  Higher portfolio turnover rates 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 Portfolio operating expenses or in the Example, affect the Portfolio’s performance.

◾ 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 (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 an underlying Fund’s ability to buy or sell optimal quantities of high yield securities at desired prices.

◾ Interest Rate Risk:  When interest rates rise, bond prices fall; the higher an underlying 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 underlying Fund is to interest rate risk.

◾ Investing In Other Funds Risk:  The Portfolio invests in the securities of other investment companies. To the extent that the Portfolio invests in other mutual funds, exchange traded funds and other commingled funds, it will indirectly bear the expenses of those funds, which will cause the Portfolio’s return to be lower.

◾ 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.

◾ 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.

◾ Management Risk:  An Advisor’s judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which an underlying Fund invests may prove to be incorrect. The Portfolio may experience losses regardless of the overall performance of the market.

◾ 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

9  Page

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 an underlying 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.

◾ Municipal Securities Risk:  The power or ability of an issuer to make principal and interest payments on municipal securities may be materially adversely affected by economic conditions, litigation or other factors. An underlying Fund’s right to receive principal and interest payments may be subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors, as well as laws, if any, which may be enacted by Congress or state legislatures extending the time for payment of principal and/or interest or imposing other constraints upon the enforcement of such obligations. In addition, substantial changes in federal income tax laws could cause municipal security prices to decline because the demand for municipal securities is strongly influenced by the value of tax exempt income to investors.

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

◾ Real Estate Investment Trust Risk:  To the extent underlying Funds invest in real estate investment trusts, the Portfolio is subject to 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 underlying Funds, the more sensitive the Portfolio is to interest rate risks. The underlying Funds are also subject to credit risk; the Portfolio could lose money if mortgagors default on mortgages held in the REITs.

◾ Sector Risk:  If certain industry sectors or types of securities don’t perform as well as the managers of the underlying Funds expect, the Portfolio’s performance could suffer.

◾ Small Cap Company Risk:  Smaller capitalization companies may experience higher failure rates than do larger capitalization companies. In addition, smaller companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Such companies may have limited product lines, markets or financial resources and may lack management depth. The trading volume of securities of smaller capitalization companies is normally less than that of larger capitalization companies, and therefore may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger capitalization companies. Some small capitalization stocks may be illiquid. These risks may be enhanced for micro-cap securities. Many micro-cap companies tend to be new and have no proven track record. Some of these companies have no assets or operations, while others have products and services that are still in development or have yet to be tested in the market. Because micro-cap stocks trade in low volumes, any size of trade can have a large percentage impact on the price of the stock.

◾ Sovereign Debt Risk:  The underlying Funds may invest in sovereign debt obligations. Investment in sovereign debt obligations involves special risks not present in corporate debt obligations. The issuer of the sovereign debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and the Portfolio may have limited recourse in the event of a default. During periods of economic uncertainty, the market prices of sovereign debt, and the underlying Funds’ net asset values, may be more volatile than prices of U.S. debt obligations.

◾ Stock Market Risk:  The Portfolio is predominately 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.

◾ Treasury-Inflation Protected Securities Risk:  Because the real rate of return offered by TIPS, which represents the growth of 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.

◾ 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.

◾ Precious Metals Risk:  The Fund’s gold and silver may be subject to loss, damage, theft, or restriction on access, and the Fund’s recovery may be limited, even in the event of fraud, to the market value of the metals at the time the fraud is discovered. International crises may motivate large-scale sales of precious metals which could decrease their prices and adversely affect the value of the Shares. The price of metals may also be adversely affected by the sale of gold or silver by ETFs or other exchange traded vehicles tracking the precious metals markets. In the event of the insolvency of the Custodian, a liquidator may seek to freeze access to the metals held in all of the accounts held by the Custodian, including the Fund’s Allocated Account. Although the Fund would retain legal title to the allocated gold and silver bars, the Fund could incur expenses in connection with obtaining control of the allocated gold or silver, and the assertion of a claim by such liquidator for unpaid fees could delay redemptions.

◾ Cybersecurity Risks:  Despite the various protections utilized by the Fund and its service providers, systems, networks, or devices utilized by the Fund potentially can be breached. The Fund and its shareholders could be negatively impacted as a result of a cybersecurity breach.

Page 10

PAST PERFORMANCE

Although past performance of the Portfolio is no guarantee of how it will perform in the future, historical performance may give you some indication of the risk of investing in the Portfolio because it demonstrates how the Portfolio’s returns have varied over time. The bar chart shows changes in the Portfolio’s returns for the last ten years, and the table shows how the Portfolio’s average annual total returns compare over time to the returns of a broad-based securities market index. The performance information in this Prospectus does not reflect charges or expenses associated with the Insurance Companies Separate Accounts, variable contracts, or Qualified Plans that an investor in the Portfolio may pay.

Year-by-year Annual Total Returns for Portfolio Shares

(for calendar years ending on December 31)

Best Quarter	Worst Quarter
Jun-20	Mar-20
11.39%	-12.62%

Average Annual Total Returns

(for periods ending on December 31, 2020)

Conservative Growth Portfolio
	1 Year	5 Year	10 Year
Return before taxes	8.24%	5.74%	4.76%
Return after taxes on distributions	6.99%	4.63%	3.58%
Return after taxes on distributions and sale of shares	5.45%	4.21%	3.43%
Dow Jones Global Moderate Portfolio Index (1) (reflects no deduction for fees, expenses or taxes)	12.24%	9.36%	7.59%

(1) The Dow Jones Global Moderate Portfolio Index is a widely recognized, measure of portfolios with similar levels of risk and is based on the Dow Jones Relative Risk Index and consists of 60% equities and 40% fixed income. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

INVESTMENT ADVISOR

Timothy Partners, Ltd. is the investment advisor to the Conservative Growth Portfolio

PORTFOLIO MANAGERS

Arthur D. Ally, has been the Portfolio Manager of the Conservative Growth Portfolio since its inception in May 2002.

TAX INFORMATION

The Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist of ordinary income, capital gains, or some combination of both. Because shares of the Portfolio must be purchased through Separate Accounts of variable products or Qualified Plans such distributions will be exempt from current taxation, if left to accumulate within the variable product or Qualified Plan. You should consult your variable insurance contract or Qualified Plan documents and personal tax advisor for additional information.

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FINANCIAL INTERMEDIARY COMPENSATION

If you purchase the Fund through an insurance company or other financial intermediary, the Portfolios’ distributor may pay the intermediary for the sale of Portfolio shares and related services. These payments may create a conflict of interest by influencing the insurance company or other intermediary and your salesperson or financial advisor to recommend the Portfolio over another investment vehicle. Ask your salesperson or financial advisor or visit your financial intermediary’s Web site for more information.

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Section 2 | Investment Objectives, Strategies, Risks and Portfolio Holdings

STRATEGIC GROWTH PORTFOLIO

INVESTMENT OBJECTIVE

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

PRINCIPAL INVESTMENT STRATEGIES

The Strategic Growth Portfolio is a “Fund-of-Funds” and under normal circumstances will typically invest at least 75% of its assets in the following underlying Funds in order to achieve its investment objective. The following range of percentages is a general guide regarding the anticipated investment allocation among the Funds:

Timothy Plan Traditional Funds	% of Fund’s Net Assets Invested in Timothy Plan Traditional Funds
Large/Mid Cap Growth Fund	0 - 20%
Large/Mid Cap Value Fund	0 - 20%
Small Cap Value Fund	0 - 10%
Aggressive Growth Fund	0 - 10%
International Fund	0 - 20%
High Yield Bond Fund	5 - 15%
Defensive Strategies Fund	5 - 30%
Israel Common Values Fund	0 - 10%
Fixed Income Fund	0 - 20%
US Large/Mid Cap Core ETF	0 - 40%
High Dividend Stock ETF	0 - 20%
International ETF	0 - 30%
US Small Cap Core ETF	0 - 20%

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 Strategic Growth Portfolio. 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 Portfolio is indirectly subject to the following risks that are inherent in the Traditional Funds in which the Portfolio invests:

◾ 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 underlying funds holding Commodity ETFs, the Portfolio assumes portions of that risk. ETFs may only purchase commodities futures contracts (the buy side), therefore the risks include missing opportunities to realize gains by shorting futures contracts (the sell side) in deflationary economic periods. It is possible an underlying Fund’s entire ETF investment could be lost. Also, ETF’s have expenses associated with them, and although indirect, these expenses may cause the Portfolio’s return to be lower.

◾ Country-Specific Risk:  One underlying fund invests 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. The 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 Portfolio’s investments in a foreign country.

◾ Credit Risk:  If investment grade bonds are downgraded in credit rating or go into default, the result could be a loss of value, and the Portfolio could lose money. The degree of risk for a particular security may or may not be reflected in its credit rating. Bonds that are

13  Page

unrated, or rated BBB by Standard & Poor’s at the time of purchase, are subject to greater market risk and credit risk, or loss of principal and interest, than higher-rated securities. High yield securities (“junk” bonds) are subject to greater risk of loss than investment grade securities. Unrated bonds or bonds rated BB or lower by Standard & Poor’s at the time of purchase (“junk” bonds) are subject to greater market risk and credit risk, or loss of principal and interest, than higher-rated securities.

◾ Currency Risk:  Securities represented by ADRs are foreign stocks denominated in non-U.S. currency, and 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 investments in foreign securities. For securities that 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 investments in foreign securities.

◾ Emerging Market Risk:  Investments in the securities of emerging countries may experience more rapid and extreme changes in value than investments solely in securities of U.S. companies and investments in 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 investments in emerging foreign countries.

◾ Equity Market Risk:  Overall, stock market risks may affect the value of the Portfolio. Factors such as domestic economic growth and market conditions, interest rate levels, and political events affect the securities markets. When the value of the Portfolio’s investments goes down, your investment in the Portfolio decreases in value and you could lose money.

◾ Exchange Traded Fund Risk:  An ETF may trade at a discount to its net asset value. Investors indirectly bear fees and expenses charged by the underlying ETFs in addition to the Portfolio’s direct fees and expenses. There are also brokerage costs incurred when purchasing ETFs. In addition, losses of the underlying ETF and the level of risk arising from the investment practices of an underlying ETF may impact returns.

◾ Excluded Security Risk:  Because the underlying Funds do not invest in Excluded Securities (including certain REITs) , and will divest themselves of securities that are subsequently discovered to be ineligible, the Portfolio may be riskier than similar funds that invest in underlying funds that invest in broader arrays of securities.

◾ Fixed Income Risk:  Fixed income securities will increase or decrease in value based on changes in interest rates. If rates increase, fixed income securities generally will decline, and those securities with longer terms generally will decline more. Your investment will decline in value if the value of fixed income securities decrease. There is a risk that issuers and counterparties will not make payments on fixed income securities and repurchase agreements. Such defaults could result in losses to the Portfolio.

◾ Foreign Investment Risk:  Foreign investing involves risks not typically associated with U.S. investments and may experience more rapid and extreme changes in value than investments solely in securities of U.S. companies. These risks include, among others, adverse fluctuations in foreign currency values as well as adverse political, social and economic developments affecting a foreign country. In addition, foreign investing involves less publicly available information, and more volatile or less liquid securities markets. Investments in foreign countries could be affected by factors not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, foreign tax laws, and potential difficulties in enforcing contractual obligations. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Underlying Funds owning foreign securities could cause the Portfolio’s performance to fluctuate more than if it held only U.S. securities.

◾ Growth Risk:  Some underlying Funds invest in companies after assessing their growth potential. Securities of growth companies may be more volatile than other stocks. If a portfolio manager’s perception of a company’s growth potential is not realized, the securities purchased may not perform as expected, reducing the Portfolio’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.

◾ High Portfolio Turnover Risk:  Higher portfolio turnover rates 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 Portfolio operating expenses or in the Example, affect the Portfolio’s performance.

◾ 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 (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 an underlying Fund’s ability to buy or sell optimal quantities of high yield securities at desired prices.

◾ Interest Rate Risk:  When interest rates rise, bond prices fall; the higher an underlying 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 underlying Fund is to interest rate risk.

◾ Investing In Other Funds Risk:  The Portfolio invests in the securities of other investment companies. To the extent that the Portfolio invests in other mutual funds, exchange traded funds and other commingled funds, it will indirectly bear the expenses of those funds, which will cause the Portfolio’s return to be lower.

◾ 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.

Page 14

◾ 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.

◾ Management Risk:  An Advisor’s judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which an underlying Fund invests may prove to be incorrect. The Portfolio may experience losses regardless of the overall performance of the market.

◾ 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 an underlying 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.

◾ Municipal Securities Risk:  The power or ability of an issuer to make principal and interest payments on municipal securities may be materially adversely affected by economic conditions, litigation or other factors. An underlying Fund’s right to receive principal and interest payments may be subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors, as well as laws, if any, which may be enacted by Congress or state legislatures extending the time for payment of principal and/or interest or imposing other constraints upon the enforcement of such obligations. In addition, substantial changes in federal income tax laws could cause municipal security prices to decline because the demand for municipal securities is strongly influenced by the value of tax exempt income to investors.

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

◾ Real Estate Investment Trust Risk:  To the extent underlying Funds invest in real estate investment trusts, the Portfolio is subject to 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 underlying Funds, the more sensitive the Portfolio is to interest rate risks. The underlying Funds are also subject to credit risk; the Portfolio could lose money if mortgagors default on mortgages held in the REITs.

◾ Sector Risk:  If certain industry sectors or types of securities don’t perform as well as the managers of the underlying Funds expect, the Portfolio’s performance could suffer.

◾ Small Cap Company Risk:  Smaller capitalization companies may experience higher failure rates than do larger capitalization companies. In addition, smaller companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Such companies may have limited product lines, markets or financial resources and may lack management depth. The trading volume of securities of smaller capitalization companies is normally less than that of larger capitalization companies, and therefore may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger capitalization companies. Some small capitalization stocks may be illiquid. These risks may be enhanced for micro-cap securities. Many micro-cap companies tend to be new and have no proven track record. Some of these companies have no assets or operations, while others have products and services that are still in development or have yet to be tested in the market. Because micro-cap stocks trade in low volumes, any size of trade can have a large percentage impact on the price of the stock.

◾ Sovereign Debt Risk:  The underlying Funds may invest in sovereign debt obligations. Investment in sovereign debt obligations involves special risks not present in corporate debt obligations. The issuer of the sovereign debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and the Portfolio may have limited recourse in the event of a default. During periods of economic uncertainty, the market prices of sovereign debt, and the underlying Funds’ net asset values, may be more volatile than prices of U.S. debt obligations.

◾ Stock Market Risk:  The Portfolio is predominately 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.

◾ Treasury-Inflation Protected Securities Risk:  Because the real rate of return offered by TIPS, which represents the growth of 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.

◾ 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.

◾ Precious Metals Risk:  The Fund’s gold and silver may be subject to loss, damage, theft, or restriction on access, and the Fund’s recovery may be limited, even in the event of fraud, to the market value of the metals at the time the fraud is discovered. International crises may motivate large-scale sales of precious metals which could decrease their prices and adversely affect the value of the Shares. The price of metals may also be adversely affected by the sale of gold or silver by ETFs or other exchange traded vehicles tracking the precious metals markets. In the event of the insolvency of the Custodian, a liquidator may seek to freeze access to the metals held in all of the accounts

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held by the Custodian, including the Fund’s Allocated Account. Although the Fund would retain legal title to the allocated gold and silver bars, the Fund could incur expenses in connection with obtaining control of the allocated gold or silver, and the assertion of a claim by such liquidator for unpaid fees could delay redemptions.

◾ Cybersecurity Risks:  Despite the various protections utilized by the Fund and its service providers, systems, networks, or devices utilized by the Fund potentially can be breached. The Fund and its shareholders could be negatively impacted as a result of a cybersecurity breach.

Portfolio Holdings

A description of Portfolio policies and procedures with respect to the disclosure of each Portfolios’ holdings is available in the SAI, which is available by calling the Trust at (800) 846-7526.

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CONSERVATIVE GROWTH PORTFOLIO

Investment Objective

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

PRINCIPAL INVESTMENT STRATEGIES

The Conservative Growth Portfolio is a “Fund-of-Funds” and under normal circumstances will typically invest at least 75% of its assets in the following underlying Funds in order to achieve its investment objective. The following range of percentages is a general guide regarding the anticipated investment allocation among the Funds:

Timothy Traditional Plan Funds	% of Fund’s Net Assets Invested in Timothy Plan Traditional Funds
Large/Mid Cap Growth Fund	0 - 15%
Large/Mid Cap Value Fund	0 - 15%
Small Cap Value Fund	0 - 10%
Aggressive Growth Fund	0 - 5%
International Fund	0 - 20%
High Yield Bond Fund	5 - 15%
Defensive Strategies Fund	5 - 30%
Israel Common Values Fund	0 - 10%
Fixed Income Fund	20 - 40%
US Large/Mid Cap Core ETF	0 - 30%
High Dividend Stock ETF	0 - 25%
International ETF	0 - 25%
US Small Cap Core ETF	0 - 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 Conservative Growth Portfolio. 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 Portfolio is indirectly subject to the following risks that are inherent in the Traditional Funds in which the Portfolio invests:

◾ 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 underlying funds holding Commodity ETFs, the Portfolio assumes portions of that risk. ETFs may only purchase commodities futures contracts (the buy side), therefore the risks include missing opportunities to realize gains by shorting futures contracts (the sell side) in deflationary economic periods. It is possible an underlying Fund’s entire ETF investment could be lost. Also, ETF’s have expenses associated with them, and although indirect, these expenses may cause the Portfolio’s return to be lower.

◾ Country-Specific Risk:  One underlying fund invests 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. The 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 Portfolio’s investments in a foreign country.

◾ Credit Risk:  If investment grade bonds are downgraded in credit rating or go into default, the result could be a loss of value, and the Portfolio could lose money. The degree of risk for a particular security may or may not be reflected in its credit rating. Bonds that are unrated, or rated BBB by Standard & Poor’s at the time of purchase, are subject to greater market risk and credit risk, or loss of principal and interest, than higher-rated securities. High yield securities (“junk” bonds) are subject to greater risk of loss than investment grade securities. Unrated bonds or bonds rated BB or lower by Standard & Poor’s at the time of purchase (“junk” bonds) are subject to greater market risk and credit risk, or loss of principal and interest, than higher-rated securities.

◾ Currency Risk:  Securities represented by ADRs are foreign stocks denominated in non-U.S. currency, and 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 investments in foreign securities. For securities that 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 investments in foreign securities.

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◾ Emerging Market Risk:  Investments in the securities of emerging countries may experience more rapid and extreme changes in value than investments solely in securities of U.S. companies and investments in 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 investments in emerging foreign countries.

◾ Equity Market Risk:  Overall, stock market risks may affect the value of the Portfolio. Factors such as domestic economic growth and market conditions, interest rate levels, and political events affect the securities markets. When the value of the Portfolio’s investments goes down, your investment in the Portfolio decreases in value and you could lose money.

◾ Exchange Traded Fund Risk:  An ETF may trade at a discount to its net asset value. Investors indirectly bear fees and expenses charged by the underlying ETFs in addition to the Portfolio’s direct fees and expenses. There are also brokerage costs incurred when purchasing ETFs. In addition, losses of the underlying ETF and the level of risk arising from the investment practices of an underlying ETF may impact returns.

◾ Excluded Security Risk:  Because the underlying Funds do not invest in Excluded Securities (including certain REITs) , and will divest themselves of securities that are subsequently discovered to be ineligible, the Portfolio may be riskier than similar funds that invest in underlying funds that invest in broader arrays of securities.

◾ Fixed Income Risk:  Fixed income securities will increase or decrease in value based on changes in interest rates. If rates increase, fixed income securities generally will decline, and those securities with longer terms generally will decline more. Your investment will decline in value if the value of fixed income securities decrease. There is a risk that issuers and counterparties will not make payments on fixed income securities and repurchase agreements. Such defaults could result in losses to the Portfolio.

◾ Foreign Investment Risk:  Foreign investing involves risks not typically associated with U.S. investments and may experience more rapid and extreme changes in value than investments solely in securities of U.S. companies. These risks include, among others, adverse fluctuations in foreign currency values as well as adverse political, social and economic developments affecting a foreign country. In addition, foreign investing involves less publicly available information, and more volatile or less liquid securities markets. Investments in foreign countries could be affected by factors not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, foreign tax laws, and potential difficulties in enforcing contractual obligations. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Underlying Funds owning foreign securities could cause the Portfolio’s performance to fluctuate more than if it held only U.S. securities.

◾ Growth Risk:  Some underlying Funds invest in companies after assessing their growth potential. Securities of growth companies may be more volatile than other stocks. If a portfolio manager’s perception of a company’s growth potential is not realized, the securities purchased may not perform as expected, reducing the Portfolio’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.

◾ High Portfolio Turnover Risk:  Higher portfolio turnover rates 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 Portfolio operating expenses or in the Example, affect the Portfolio’s performance.

◾ 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 (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 an underlying Fund’s ability to buy or sell optimal quantities of high yield securities at desired prices.

◾ Interest Rate Risk:  When interest rates rise, bond prices fall; the higher an underlying 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 underlying Fund is to interest rate risk.

◾ Investing In Other Funds Risk:  The Portfolio invests in the securities of other investment companies. To the extent that the Portfolio invests in other mutual funds, exchange traded funds and other commingled funds, it will indirectly bear the expenses of those funds, which will cause the Portfolio’s return to be lower.

◾ 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.

◾ 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.

◾ Management Risk:  An Advisor’s judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which an underlying Fund invests may prove to be incorrect. The Portfolio may experience losses regardless of the overall performance of the market.

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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 an underlying 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.

◾ Municipal Securities Risk:  The power or ability of an issuer to make principal and interest payments on municipal securities may be materially adversely affected by economic conditions, litigation or other factors. An underlying Fund’s right to receive principal and interest payments may be subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors, as well as laws, if any, which may be enacted by Congress or state legislatures extending the time for payment of principal and/or interest or imposing other constraints upon the enforcement of such obligations. In addition, substantial changes in federal income tax laws could cause municipal security prices to decline because the demand for municipal securities is strongly influenced by the value of tax exempt income to investors.

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

◾ Real Estate Investment Trust Risk:  To the extent underlying Funds invest in real estate investment trusts, the Portfolio is subject to 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 underlying Funds, the more sensitive the Portfolio is to interest rate risks. The underlying Funds are also subject to credit risk; the Portfolio could lose money if mortgagors default on mortgages held in the REITs.

◾ Sector Risk:  If certain industry sectors or types of securities don’t perform as well as the managers of the underlying Funds expect, the Portfolio’s performance could suffer.

◾ Small Cap Company Risk:  Smaller capitalization companies may experience higher failure rates than do larger capitalization companies. In addition, smaller companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Such companies may have limited product lines, markets or financial resources and may lack management depth. The trading volume of securities of smaller capitalization companies is normally less than that of larger capitalization companies, and therefore may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger capitalization companies. Some small capitalization stocks may be illiquid. These risks may be enhanced for micro-cap securities. Many micro-cap companies tend to be new and have no proven track record. Some of these companies have no assets or operations, while others have products and services that are still in development or have yet to be tested in the market. Because micro-cap stocks trade in low volumes, any size of trade can have a large percentage impact on the price of the stock.

◾ Sovereign Debt Risk:  The underlying Funds may invest in sovereign debt obligations. Investment in sovereign debt obligations involves special risks not present in corporate debt obligations. The issuer of the sovereign debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and the Portfolio may have limited recourse in the event of a default. During periods of economic uncertainty, the market prices of sovereign debt, and the underlying Funds’ net asset values, may be more volatile than prices of U.S. debt obligations.

◾ Stock Market Risk:  The Portfolio is predominately 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.

◾ Treasury-Inflation Protected Securities Risk:  Because the real rate of return offered by TIPS, which represents the growth of 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.

◾ 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.

◾ Precious Metals Risk:  The Fund’s gold and silver may be subject to loss, damage, theft, or restriction on access, and the Fund’s recovery may be limited, even in the event of fraud, to the market value of the metals at the time the fraud is discovered. International crises may motivate large-scale sales of precious metals which could decrease their prices and adversely affect the value of the Shares. The price of metals may also be adversely affected by the sale of gold or silver by ETFs or other exchange traded vehicles tracking the precious metals markets. In the event of the insolvency of the Custodian, a liquidator may seek to freeze access to the metals held in all of the accounts held by the Custodian, including the Fund’s Allocated Account. Although the Fund would retain legal title to the allocated gold and silver bars, the Fund could incur expenses in connection with obtaining control of the allocated gold or silver, and the assertion of a claim by such liquidator for unpaid fees could delay redemptions.

◾ Cybersecurity Risks:  Despite the various protections utilized by the Fund and its service providers, systems, networks, or devices utilized by the Fund potentially can be breached. The Fund and its shareholders could be negatively impacted as a result of a cybersecurity breach.

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Portfolio Holdings

A description of Portfolio policies and procedures with respect to the disclosure of each Portfolios’ holdings is available in the SAI, which is available by calling the Trust at (800) 846-7526.

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Section 3 | Who Manages Your Money

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

The Investment Advisor

TIMOTHY PARTNERS, LTD.

Timothy Partners, Ltd. (“TPL”), located at 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 Portfolio in accordance with the objectives, policies and restrictions of the Trust. To determine which securities are Excluded Securities, TPL conducts its own research through an affiliated research entity, 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 Portfolios since their inceptions.

For its services as investment advisor to the Portfolios, TPL is paid an annual fee equal to 0.10% of the average daily net assets of each Portfolio.

As of December 31, 2020, TPL managed approximately $1.4 billion in Timothy Plan Fund Assets.

COVENANT FUNDS, INC.

Covenant Funds, Inc., a Florida corporation (“CFI”), is the managing general partner of TPL. Arthur D. Ally is President, Treasurer, Chairman and Trustee of the Timothy Plan Trust (“the, Trust), as well as President and 75% shareholder of CFI. Mr. Ally had over eighteen years of experience in the investment industry prior to founding TPL, having worked for Prudential Bache, Shearson Lehman Brothers and Investment Management & Research.

PORTFOLIO MANAGER

Arthur D. Ally is primarily responsible for the day-to-day management of the Portfolios. Mr. Ally founded and has provided his services to the Trust continuously since 1994, drawing from over forty years’ experience in the investment industry.

A discussion of the considerations employed by the Board of Trustees (the “Board”) in 2020 of their approval of TPL as Advisor to the Trust, and as manager of the Funds is available in the Funds’ semi-annual report dated June 30, 2020. A discussion of the considerations employed by the Board in 2021 of their approval of TPL as Advisor to the Trust, and as manager of the Funds will be available in the Fund’s semi-annual report dated June 30, 2021.

The SAI also contains additional information about the compensation paid to the portfolio manager, other accounts and account types managed by the Advisor, and other relevant information.

A MORE COMPREHENSIVE DISCUSSION OF THE ADVISOR’S ACTIVITIES, COMPENSATION, AND OTHER ACCOUNTS AND ACCOUNT TYPES MANAGED BY THE ADVISOR MAY BE FOUND IN THE STATEMENT OF ADDITIONAL INFORMATION (“SAI”) DATED APRIL 30, 2021. THE SAI IS AVAILABLE UPON REQUEST AT NO CHARGE BY CALLING THE TRUST AT (800) 846-7526.

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Section 4 | How You Can Buy and Sell Shares

Purchases and redemptions of shares in either of the Portfolios may be made only by an insurance company for its separate accounts at the direction of Variable Contract owners or by a Qualified Plan on behalf of its participants. Please refer to the Prospectus of your Separate Account or Plan Document, as applicable, for information on how to direct investments in, or redemptions from, the Portfolios and any fees that may apply. Generally, the Insurance Company or Qualified Plan places orders for shares based on payments and withdrawal requests received from Separate Account owners or Plan Participants during the day and places an order to purchase or redeem the net number of shares by the following morning. Orders are usually executed at the net asset value per share determined at the end of the business day during which a payment or withdrawal request is received by the Insurance Company or Qualified Plan. There are no sales or redemption charges. However, certain sales or deferred sales charges and other charges may apply to your Separate Account or Plan Account. Those charges are disclosed in the Separate Account offering prospectus or plan document. The Trust reserves the right to suspend the offering of any of the Portfolios’ shares, or to reject any purchase order.

How To Buy Shares

Purchase orders for shares of a Portfolio, which are received by the Portfolios’ transfer agent in proper form prior to the close of trading hours on the New York Stock Exchange (NYSE) (currently 4:00 p.m. Eastern time) on any day that the Portfolios calculate their net asset value, are priced according to the net asset value determined on that day. Purchase orders for shares of a Portfolio received after the close of the NYSE on a particular day are priced as of the time the net asset value per share is next determined.

OTHER PURCHASE INFORMATION

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

The public offering price for a Portfolio is based upon its NAV per share. The NAV per share of a Portfolio is calculated by adding the value of the Portfolio’s investments, cash and other assets, subtracting the Portfolio’s liabilities, and then dividing the result by the number of shares outstanding. The assets of each Portfolio are valued at market value or, if market quotes cannot be readily obtained, fair value is used as determined by the Board. The NAV of each Portfolio’s shares is computed on each day on which the New York Stock Exchange is open for business at the close of regular trading hours on the Exchange, currently 4:00 p.m. Eastern time.

Each Portfolio purchases Class A Shares of the Traditional Funds at NAV without any sales charges. With respect to securities owned by the Traditional Funds, securities listed or traded on a securities exchange for which representative market quotations are available will be valued at the last quoted sales price on the security’s principal exchange on that day. Listed securities not traded on an exchange that day, and other securities which are traded in the over-the-counter markets, will be valued at the last reported bid price in the market on that day, if any. Securities for which market quotations are not readily available and all other assets will be valued at their respective fair market values as determined by the Advisor in conformity with guidelines adopted by and subject to the review of the Board. Money market securities with less than 60 days remaining to maturity when acquired by a Timothy Fund or a Portfolio will be valued on an amortized cost basis, excluding unrealized gains or losses thereon from the valuation. This is accomplished by valuing the security at cost and then assuming a constant amortization to maturity of any premium or discount. If a Timothy Fund or a Portfolio acquires a money market security with more than 60 days remaining to its maturity, it will be valued at amortized cost when it reaches 60 days to maturity unless the Trustees determine that such a valuation will not fairly represent its fair market value.

How To Sell Shares

Investors may not sell (redeem) shares of the Portfolios directly, but only through the contracts offered through the Separate Accounts of participating Insurance Companies, and Qualified Plans. Redemption proceeds normally will be wired to the Insurance Company or Qualified Plan on the next business day after receipt of the redemption instructions, but in no event later than 7 days following receipt of instructions. The Portfolios may suspend redemptions or postpone payments when the NYSE is closed or when trading is restricted for any reason (other than weekends or holidays) or under emergency circumstances as determined by the U.S. Securities and Exchange Commission (the “SEC”).

The Board has adopted policies and procedures designed to prevent and protect frequent purchases and redemptions or other short-term trading practices of Portfolio shares (“market timing”). Those policies apply to all the Timothy Funds in which each Portfolio invests. However, since purchases and redemptions of shares in the Portfolios may be made only by an Insurance Company or by a Qualified Plan on behalf of its participants, the Board has exempted the Portfolios from those policies and procedures.

If the Board determines that it would be detrimental to the best interests of the remaining shareholders of a Portfolio to make payments in cash, a Portfolio may pay the redemption price, in whole or in part, by distribution in-kind of readily marketable securities, from that Portfolio, within certain limits prescribed by the U.S. Securities and Exchange Commission. Such securities will be valued on the basis of the procedures used to determine the NAV at the time of the redemption. If shares are redeemed in-kind, the redeeming shareholder will incur brokerage costs in converting the assets to cash.

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Section 5 | General Information

Temporary Defensive Strategies

Each Portfolio may, for temporary defensive purposes, invest up to 100% of its assets in obligations of the U.S. government, its agencies and instrumentalities, commercial paper, and certificates of deposit and banker’s acceptances. When a Portfolio takes a temporary defensive position, it will not be investing according to its investment objective, and at such times, the performance of the Portfolio will be different than if it had invested strictly according to its objectives. A discussion of the Trust’s policies for disclosing a Portfolio’s securities holdings may be found in the Statement of Additional Information (“SAI”), relating to the Portfolios dated April 30, 2021.

The Portfolios may be offered to Separate Accounts of both variable annuity and variable life insurance contracts sponsored by Insurance Companies and to Qualified Plans. Due to differences in tax treatment and other considerations, the interests of various contract owners participating in a Portfolio and the interests of Qualified Plans investing in such Portfolio may conflict. The Board will monitor events in order to identify the existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any conflict.

Dividends, Distributions and Taxes

Dividends paid by a Portfolio are derived from its net investment income. Net investment income will be distributed at least annually. A Portfolio’s 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 Portfolio.

A Portfolio realizes capital gains when it receives such a distribution from a Timothy Fund or sells shares of a Timothy Fund for more than it paid for it. A Portfolio may make distributions of its net realized capital gains (after any reductions for capital loss carry forwards), generally once a year.

Under current tax law, dividends or capital gains distributions from a Portfolio are not currently taxable when left to accumulate within a Variable Contract. Depending on the Separate Account, withdrawals from the account may be subject to ordinary income tax, and an additional penalty of 10% on withdrawals before age 59 1/2.

Fair Value Pricing

The Board has delegated to the Advisor and/or Investment Managers, under the oversight of the Board’s Pricing Committee, responsibility for determining the value of Fund portfolio securities under certain circumstances. Under such circumstances and under the Pricing Committee’s oversight, the Advisor or Investment Manager of the underlying Funds will use its best efforts to arrive at the fair value of a security held by the Funds 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 Board has adopted written policies and procedures to guide the Pricing Committee and Advisor with respect to the circumstances under which, and the methods to be used, in fair valuing securities.

Except for the International Fund and Israel Common Values Fund, which have a higher probability of Fair Value Pricing, the underlying 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. Except for the International Fund and Israel Common Values Fund, the underlying Funds typically do not invest in securities on foreign exchanges or in illiquid or restricted securities. Accordingly, except for those underlying Funds, there may be very limited circumstances under which any underlying Fund would hold securities that would need to be fair value priced. Examples of when it would be likely that an underlying 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 underlying Funds’ and Portfolios’ NAVs 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”.

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 calculations concerning security value could be wrong, and as a result, the Portfolios’ NAVs 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 Portfolios’ NAVs on that day could be higher or lower, depending on how the security was valued, than would otherwise be the case.

See “General Information — Determination of Net Asset Value” for more information.

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Determination of Net Asset Value

The price of each Portfolio shares is based on its NAV. The NAV is the current value of a share in a mutual fund. It is the Portfolio’s assets minus liabilities divided by the number of outstanding shares. The NAV for each Portfolio is determined at the close of regular trading on the New York Stock Exchange (the “NYSE”), normally at 4:00 p.m. Eastern Time, on days the NYSE is open. Shares will not be priced on the days on which the NYSE is closed for trading.

The assets of each Portfolio consist primarily of shares of underlying funds and may also include other securities. Shares of underlying funds are valued at their respective NAVs. Other securities are valued using market quotations or independent pricing services that use prices provided by market makers or estimates of market values. After the pricing of a security has been established, if an event occurs which would likely cause the value to change, the value of the security may be priced at fair value as determined in good faith by or at the direction of the Board.

Fund Service Providers

Principal Underwriter

Timothy Partners, Ltd.(TPL”) also acts as principal underwriter for the Trust. As underwriter, TPL facilitates the registration of each Portfolio’s shares under state securities laws and offers its shares for sale. TPL does not receive any compensation for serving as underwriter of the Trust. TPL also acts the Investment Advisor to the Trust.

Code of Ethics

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

Privacy Policy and Customer Identification Program

The Board has approved procedures designed to protect your privacy and 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. A copy of the Trust’s Privacy Policy is enclosed with this Prospectus.

Page 24

PRIVACY NOTICE

FACTS WHAT DOES THE TIMOTHY PLAN FAMILY OF FUNDS (“TIMOTHY PLAN”) DO WITH YOUR PERSONAL INFORMATION?

WHY? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some, but not all information sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this Notice carefully to understand what we do.

WHAT? The types of information we collect and share depend on the product or service you have with us. This information can include your:   ◾  Social Security Number ◾  Assets ◾  Retirement Assets ◾  Transaction History ◾  Checking Account History ◾  Purchase History ◾  Account Balances ◾  Account Transactions ◾  Wire Transfer Instructions   When you are no longer our customer, we continue to share your information as described in this Notice.

HOW? All financial companies need to share your personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Timothy Plan chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information.	Does Timothy Plan share?	Can you limit this sharing?
For our everyday business purposes- Such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus.	Yes	No
For our marketing purposes- to offer our products and services to you.	Yes	No
For joint marketing with other financial companies	No	We don’t share
For our affiliates’ everyday business purposes- information about your transactions and experiences.	Yes	No
For our affiliates’ everyday business purposes- information about your creditworthiness	No	We don’t share
For non-affiliates to market to you	No	We don’t share

Questions? Call (800) 846-7526

25  Page

Page 2

Who we are
Who is providing this Notice?	The Timothy Plan Family of Funds Timothy Partners, Ltd, investment advisor to Timothy Plan

What we do
How does Timothy Plan protect your personal information?	To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse or your nonpublic personal information.
How does Timothy Plan collect your personal information?	We collect your personal information, for example, when you: ◾  Open an account ◾  Provide account information ◾  Give us your contact information ◾  Make deposits or withdrawals from your account ◾  Make a wire transfer ◾  Tell us where to send the money ◾  Tell us who receives the money ◾  Show your government-issued ID ◾  Show your driver’s license We also collect your personal information from other companies.
Why can’t I limit all sharing?	Federal law gives you the right to limit only: ◾  Sharing for affiliates’ everyday business purposes – information about your creditworthiness. ◾  Affiliates from using your information to market to you ◾  Sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing.

Definitions
Affiliates	Companies related by common ownership or control. They can be financial and non-financial companies. ◾  Timothy Partners, Ltd, is an affiliate of Timothy Plan.
Non-affiliates	Companies not related by common ownership or control. They can be financial and non-financial companies. ◾  Timothy Plan does not share with non-affiliates so they can market to you.
Joint marketing	A formal agreement between non-affiliated financial companies that together market financial products to you. ◾  Timothy Plan does not jointly market.

Page 26

Section 6 | Financial Highlights

Financial Highlights

STRATEGIC GROWTH PORTFOLIO

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

The Financial Highlights Table is intended to help you understand the Portfolio’s financial performance for the past five years. Certain information reflects financial results for a single Portfolio share. The total returns in the table represent that rate that an investor would have earned (or lost) on an investment in the Portfolio (assuming reinvestment of all dividends and distributions). The information contained in the tables for the years ended December 31, 2016, 2017, 2018, 2019 and 2020 have been audited by Cohen & Company, Ltd., the Fund’s Independent Registered Public Accounting Firm, whose report, along with the Portfolio’s financial statements, is included in the annual report, which is available upon request.

Selected data based on a share outstanding throughout each year presented.
	For the Year ended December 31, 2020			For the Year ended December 31, 2019			For the Year ended December 31, 2018			For the Year ended December 31, 2017			For the Year ended December 31, 2016
Net asset value, beginning of year	$	11.56		$	9.82		$	11.27		$	10.09		$	10.46
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (A)		0.10			0.05			0.07			0.09			0.04
Net realized and unrealized gain (loss) on investments		0.90			1.88			(1.41	)		1.13			0.53
Total from investment operations		1.00			1.93			(1.34	)		1.22			0.57
LESS DISTRIBUTIONS:
From net investment income		(0.06	)		(0.08	)		(0.11	)		(0.04	)		(0.04	)
From net realized gains on investments		(0.55	)		(0.11	)		-			-			(0.90	)
Total distributions		(0.61	)		(0.19	)		(0.11	)		(0.04	)		(0.94	)
Net asset value, end of year	$	11.95		$	11.56		$	9.82		$	11.27		$	10.09
Total return (B)		9.18%			19.78%			(11.90)%			12.12%			5.48%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (in 000’s)	$	17,027		$	17,071		$	15,964		$	21,823		$	23,531
Expenses (C)		0.60%			0.49%			0.46%			0.43%			0.39%
Net investment income (C)(D)		0.90%			0.49%			0.64%			0.86%			0.34%
Portfolio turnover rate		13%			78%			7%			33%			32%

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

(B) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

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

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

27  Page

Financial Highlights

CONSERVATIVE GROWTH PORTFOLIO

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

The Financial Highlights Table is intended to help you understand the Portfolio’s financial performance for the past five years. Certain information reflects financial results for a single Portfolio share. The total returns in the table represent that rate that an investor would have earned (or lost) on an investment in the Portfolio (assuming reinvestment of all dividends and distributions). The information contained in the tables for the years ended December 31, 2016, 2017, 2018, 2019 and 2020 have been audited by Cohen & Company, Ltd., the Fund’s Independent Registered Public Accounting Firm, whose report, along with the Portfolio’s financial statements, is included in the annual report, which is available upon request.

Selected data based on a share outstanding throughout each year presented.
	For the Year ended December 31, 2020			For the Year ended December 31, 2019			For the Year ended December 31, 2018			For the Year ended December 31, 2017			For the Year ended December 31, 2016
Net asset value, beginning of year	$	11.25		$	10.26		$	11.37		$	10.46		$	10.69
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (A)		0.08			0.07			0.10			0.09			0.05
Net realized and unrealized gain (loss) on investments		0.81			1.52			(1.09	)		0.88			0.57
Total from investment operations		0.89			1.59			(0.99	)		0.97			0.62
LESS DISTRIBUTIONS:
From net investment income		(0.08	)		(0.13	)		(0.12	)		(0.06	)		(0.08	)
From net realized gains on investments		(0.41	)		(0.47	)		-			-			(0.77	)
Total distributions		(0.49	)		(0.60	)		(0.12	)		(0.06	)		(0.85	)
Net asset value, end of year	$	11.65		$	11.25		$	10.26		$	11.37		$	10.46
Total return (B)		8.24%			15.68%			(8.77)%			9.32%			5.85%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (in 000’s)	$	13,895		$	13,619		$	14,347		$	19,046		$	23,097
Expenses (C)		0.67%			0.55%			0.41%			0.42%			0.43%
Net investment income (C)(D)		0.75%			0.66%			0.91%			0.82%			0.44%
Portfolio turnover rate		17%			63%			11%			23%			21%

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

(B) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

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

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

Page 28

Section 7 | For More Information

Additional information about the Portfolios is available in the Portfolios’ Statement of Additional Information (SAI). The SAI contains more detailed information on all aspects of the Portfolios. The current SAI, which legally is a part of this Prospectus, dated April 30, 2021, has been filed with the SEC with this Prospectus. Additional information about each Portfolio’s investments is also available in the Portfolios’ audited Annual Report, dated December 31, 2020. In the Portfolios’ Annual Report, you will find a discussion of the market conditions and investment strategies that significantly affected each Portfolios performance during its most recent fiscal year.

The Portfolios’ SAI, Annual Report and Semi-Annual Report are available, without charge upon request. To request a copy of any of these documents or to make other types of inquiries about the Portfolios, please contact the Trust. Information about the Portfolios may also be obtained by contacting the Securities and Exchange Commission. Contact information is listed below.

	Trust*	Securities and Exchange Commission
By Phone:	(800) 846-7526	(202) 551-6551
By Mail:	The Trust 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. 20549-0102

*A copy of your requested document(s) will be mailed to you within three business days of receipt of your request, by first class mail or other means designed to ensure equally prompt delivery.

Information about the Portfolios (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) 551-6551. Information about the Portfolios 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

29  Page

SAI

STATEMENT OF ADDITIONAL INFORMATION

April 30, 2021

TIMOTHY PLAN VARIABLE SERIES

Strategic Growth Portfolio Variable Series

Conservative Growth Portfolio Variable Series

PORTFOLIO SERIES: THIS SAI OFFERS PORTFOLIO SHARES ONLY.

THE PORTFOLIOS ARE DISTRIBUTED THROUGH: Timothy Partners, Ltd., 1055 Maitland Center Commons, Maitland, Florida 32751

This Statement of Additional Information (“SAI”) is not a Prospectus. It is an additional disclosure document supplementing Timothy Plan Variable Series Prospectus, dated April 30, 2021, which contains information concerning the Timothy Plan Strategic Growth Portfolio Variable Series (“Strategic Growth Portfolio”) and the Timothy Plan Conservative Growth Portfolio Variable Series (“Conservative Growth Portfolio”), which should be read with this Statement of Additional Information.

The Timothy Plan (the “Trust”) is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company.

COPIES OF THIS SAI AND/OR THE PROSPECTUS TO WHICH IT RELATES MAY BE OBTAINED FROM THE TRUST WITHOUT CHARGE BY WRITING THE TRUST AT 1055 MAITLAND CENTER COMMONS, MAITLAND, FL 32751 OR BY CALLING THE TRUST AT (800) 846-7526. PLEASE RETAIN THIS SAI FOR FUTURE REFERENCE.

Table of Contents

Section 1	|	General Information	1
		Portfolio History	1
Section 2	|	Investments and Risks	1
		Investment Strategies and Risks	1
		Portfolio Policies	4
		Portfolio Turnover	5
		Disclosure of Portfolio Holdings	6
Section 3	|	Management of the Portfolios	7
		Investment Advisor	7
		Trustees and Principal Executive Officers of the Trust	9
		Compensation	16
		Code of Ethics	16
		Proxy Voting Policies	17
		Voting Rights	17
Section 4	|	Control Persons and Principal Holders of Securities	18
		Holders of More than 5% of Each Portfolio’s Shares	18
Section 5	|	Other Services	18
		Principal Underwriter	18
		Administrator/Transfer Agent	19
		Other Service Providers	20
		Service Agreements	20
Section 6	|	Brokerage Allocation	20
		Brokerage Transactions	20
Section 7	|	Purchase, Redemption, and Pricing of Shares	21
		Purchase of Shares	21
		Redemption of Shares	21
		Net Asset Value	22
Section 8	|	Taxation of the Portfolio	22
		Taxation	22
Section 9	|	Calculation of Performance Data	23
		Performance	23
Section 10	|	Financial Statements	26
Appendix A	|	Proxy Voting Policy	26
		Preface	26
		Key Proxy Voting Issues	26
		Proxy Voting Procedures	28
		Record Keeping	30
		Summary	30

Section 1 | General Information

Portfolio History

The Timothy Plan (the “Trust”) was organized as a Delaware business trust on December 16, 1993. The Trust is registered with the SEC as an open-end management investment company, and is authorized to create an unlimited number of series of shares (each a “Fund”) and an unlimited number of share classes within each series. A mutual fund permits an investor to pool his or her assets with those of others in order to achieve economies of scale, take advantage of professional money managers and enjoy other advantages traditionally reserved for large investors. This SAI pertains to the following portfolios of the Trust:

Strategic Growth Portfolio Variable Series (“Strategic Growth Portfolio”), and

Conservative Growth Portfolio Variable Series (“Conservative Growth Portfolio”)

(collectively, the “Portfolios”).

Each Portfolio offers a single class of shares without any sales charges or ongoing sales or distribution fees. The Portfolios are offered only to separate accounts (the “Separate Accounts”) established by various insurance companies (collectively, the “Insurance Companies”) and to certain eligible qualified retirement plans (“Qualified Plans”). The Portfolios are intended to serve as investment vehicles for variable life insurance, variable annuity and group annuity products of these Insurance Companies or under Qualified Plans. The general public may not directly purchase shares of the Portfolios. The Trust has also filed a Prospectus, dated April 30, 2021, relating to the Portfolios and providing information about the Timothy Funds in which the Portfolios invest (the “Prospectus”). That Prospectus is incorporated herein by reference for all purposes.

The Portfolios’ shares are fully paid and non-assessable. They are entitled to such dividends and distributions as may be paid with respect to the shares and shall be entitled to such sums on liquidation of each Portfolio as shall be determined. Other than these rights, they have no preference as to conversion, exchange, dividends, retirement or other features and have no preemption rights.

Shareholder meetings will not be held unless required by federal or state law or in connection with an undertaking given by a Portfolio.

Section 2 | Investments and Risks

Investment Strategies and Risks

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

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

Each Portfolio seeks to achieve its investment objective by making investments selected in accordance with that Portfolio’s investment restrictions and policies. Each Portfolio invests primarily in Class A Shares of other Timothy Funds (or “Traditional Funds”) as described in the Prospectus, without sales charges. Each Portfolio will vary its investment strategy as described in the prospectus to achieve its objectives. This SAI contains further information concerning the techniques and operations of the Portfolios, the securities in which they or the underlying Timothy Funds may invest, and the policies they will follow.

Each Portfolio has its own investment objective and policies, and each invests in its own portfolio of securities. Each Portfolio seeks to achieve its stated objective by diversified investing primarily in the Timothy Funds. The Timothy Funds invest in securities issued by companies which, in the opinion of the Advisor, Timothy Partners, Ltd., conduct business in accordance with the stated philosophy and principles of the Timothy Funds. The following information supplements the information provided in the Prospectus. The Portfolios may each invest in the following indirectly by investing in the Timothy Funds.

1

COMMON STOCK

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

PREFERRED STOCK

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

CONVERTIBLE SECURITIES

Traditional convertible securities include corporate bonds, notes and preferred stocks that may be converted into or exchanged for common stock, and other securities that also provide an opportunity for equity participation. These securities are generally convertible either at a stated price or a stated rate (that is, for a specific number of shares of common stock or other security). As with other fixed income securities, the price of a convertible security to some extent varies inversely with interest rates. While providing a fixed-income stream (generally higher in yield than the income derivable from a common stock but lower than that afforded by a non-convertible debt security), a convertible security also affords the investor an opportunity, through its conversion feature, to participate in the capital appreciation of the common stock into which it is convertible. As the market price of the underlying common stock declines, convertible securities tend to trade increasingly on a yield basis and so may not experience market value declines to the same extent as the underlying common stock. When the market price of the underlying common stock increases, the price of a convertible security tends to rise as a reflection of the value of the underlying common stock. To obtain such a higher yield, a Portfolio or Fund may be required to pay for a convertible security an amount in excess of the value of the underlying common stock. Common stock acquired by a Timothy Fund upon conversion of a convertible security will generally be held for so long as the Advisor anticipates such stock will provide the Timothy Fund with opportunities which are consistent with its investment objectives and policies.

INVESTMENT GRADE BONDS

Investment Grade Bonds are public and privately issued debt securities that generally carry a rating of BBB and above by Standard & Poor’s, or similar ratings by other recognized rating agencies. Because they are considered investment grade, they generally carry lower coupon rates than non-investment grade (“high yield” or “junk”) bonds.

WARRANTS

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

AMERICAN DEPOSITARY RECEIPTS

American Depositary Receipts (“ADRs”) are receipts typically issued by a U.S. bank or trust company which evidence ownership of underlying securities issued by a foreign corporation. The Timothy Funds may purchase ADRs whether they are “sponsored” or “unsponsored.” “Sponsored” ADRs are issued jointly by the issuer of the underlying security and a depository. “Unsponsored” ADRs are issued without participation of the issuer of the deposited security. Holders of unsponsored ADRs generally bear all the costs of such facilities. The depository of

2

an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts in respect to the deposited securities. Therefore, there may not be a correlation between information concerning the issuer of the security and the market value of an unsponsored ADR. ADRs may result in a withholding tax by the foreign country of source, which will have the effect of reducing the income distributable to shareholders. Because each Fund (except the International Fund, Israel Common Values Fund, and Emerging Markets Fund) will not invest more than 50% of the value of its total assets in stock or securities issued by foreign corporations, they will be unable to pass through the foreign taxes that the Portfolio pays (or is deemed to pay) to shareholders under the Internal Revenue Code of 1986, as amended (the “Code”).

EMERGING MARKETS INVESTMENTS

Emerging markets investments include equity securities offered by companies in some or all of the countries located in each of the following regions: Asia, Europe, Central and South America, Africa and the Middle East. The Emerging Markets Fund’s Investment Manager considers an emerging market country to be any country which is in the Morgan Stanley Capital International Emerging Markets Index (“MSCI EM Index”) or that, in the opinion of the Investment Manager, is generally considered to be an emerging market country by the international financial community. Equity securities include common and preferred stocks, warrants and rights. Equity securities issued in the emerging markets countries may be subjected to a withholding tax by the foreign country of source which will have the effect of reducing the income distributable to shareholders.

REAL ESTATE INVESTMENT TRUSTS

Real Estate Investment Trusts (“REITs”) are liquid, dividend-paying pooled funds allowing investors to participate in the real estate market. REITs invest in different kinds of real estate or real estate related assets, including shopping centers, office buildings, and hotels, or mortgages secured by real estate. Some REITs are hybrid, investing in both the actual real estate and real estate-backed mortgages.

ETF RISK

If securities underlying an ETF are traded outside of a collateralized settlement system, that there are a limited number of financial institutions that may act as authorized participants that post collateral for certain trades on an agency basis (i.e., on behalf of other market participants). To the extent that those authorized participants exit the business or are unable to process creation and/or redemption orders and no other authorized participant is able to step forward to do so, there may be a significantly diminished trading market for the ETF’s shares. In addition, please note that this could in turn lead to differences between the market price of the ETF’s shares and the underlying value of those shares.

In stressed market conditions, the market for an ETF’s shares may become less liquid in response to deteriorating liquidity in the markets for the ETF’s underlying portfolio holdings. This adverse effect on liquidity for the ETF’s shares in turn could lead to differences between the market price of the ETF’s shares and the underlying value of those shares.

Purchases and redemptions of creation units primarily with cash, rather than through in-kind delivery of portfolio securities, may cause an ETF to incur certain costs. These costs could include brokerage costs or taxable gains or losses that it might not have incurred if it had made redemption in-kind. In addition, these costs could be imposed on the ETF, and thus decrease the ETF’s net asset value, to the extent that the costs are not offset by a transaction fee payable by an authorized participant.

TREASURY INFLATION-PROTECTED SECURITIES

Treasury Inflation-Protected Securities (TIPS) are special types of Treasury notes or bonds that offer protection from inflation. Like other Treasuries, TIPS pay interest every six months and pay the principal when the security matures. Unlike conventional governments, TIPS coupon payments and underlying principal are automatically increased to compensate for inflation as measured by the consumer price index (CPI). When a TIPS matures, you are paid the adjusted principal or original principal, whichever is greater. The rate is applied to the adjusted

3

principal; so, like the principal, interest payments rise with inflation and fall with deflation. Consequently, the real rate of return, which represents the growth of purchasing power, is guaranteed. Because of their safety, TIPS generally offer a lower return than other types of fixed income securities.

HIGH YIELD BONDS

High Yield Bonds are public and privately issued debt securities that are rated below investment grade (such as “BB” or lower by Standard & Poor’s Ratings Services and/or Ba or lower by Moody’s Investors Services, Inc.) or deemed to be below investment grade by the Fund’s Investment Manager. These types of securities are commonly referred to as “junk” bonds. Because these securities are below investment grade, they carry higher coupon rates and are subject to greater credit risk.

THE DEFENSIVE STRATEGIES FUND

The Defensive Strategies Fund, one of the Traditional Funds in which the Portfolios invest, is not a diversified fund as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The Defensive Strategies Fund is a non-diversified fund, and therefore may invest up to 25% of the total assets under management in any single issue, and up to 50% of its assets under management in two issues. The remaining 50% must adhere to the diversification requirements required of the Timothy Plan Traditional Funds. Under the rules, the Fund will not diversify up to 50% of its assets under management, however of the non-diversified 50%, not over 25% will be held in any one investment offering. The remaining 50% will be diversified, meaning not over 5% will be invested in any one company’s shares or issuer’s units of ownership. During periods of economic deflation, the Defensive Strategies Fund may elect to liquidate its entire portfolio of REITs.

TEMPORARY DEFENSIVE MEASURES

The Investment Manager(s) of each Traditional Fund may take temporary defensive actions when it is determined to be in the best interests of the applicable Fund’s shareholders. Such defensive actions may include, but not be limited to, increasing the percentage of the Fund assets invested in cash and cash equivalents, investing more heavily in a particular sector, and investing without regard to capitalization rates. When a Fund takes a temporary defensive position, it will not be investing according to its investment objective, and at such times, the performance of the Fund will be different than it would have been if it had invested strictly according to its objectives.

NATURAL DISASTER / EPIDEMIC RISK

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and can be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the United States. These disruptions could prevent the Fund from executing advantageous investment decisions in a timely manner and negatively impact the Funds’ ability to achieve their investment objectives. Any such event(s) could have a significant adverse impact on the value and risk profile of the Funds.

Portfolio Policies

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

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These investment restrictions provide that the Portfolios will not:

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

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

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

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

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

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

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

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

9. concentrate its investments in any one sector or industry.

Portfolio Turnover

It is not the policy of any of the Portfolios to purchase or sell securities for short-term trading purposes, but the Portfolios may sell securities to recognize gains or avoid potential for loss. A Portfolio will, however, sell any Fund security (without regard to the time it has been held) when the Advisor believes that market conditions, credit-worthiness factors or general economic conditions warrant such a step. The Portfolios invest the majority of their assets in certain of the Traditional Funds, and adjust the ratio of such investments regularly. As a result, portfolio turnover for the Portfolios could be substantial and could cause the Traditional Funds to also experience higher portfolio turnover. The portfolio turnover rates for each Portfolio for the fiscal years ended December 31, 2018, 2019 and 2020 are set forth in the table below:

	2018		2019		2020
Strategic Growth Portfolio		7%		78%		13%
Conservative Growth Portfolio		11%		63%		17%

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

5

Disclosure of Portfolio Holdings

The following discussion sets forth the Trust’s policies and procedures with respect to the disclosure of Portfolio holdings.

PORTFOLIO SERVICE PROVIDERS

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

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

RATING AND RANKING ORGANIZATIONS

The Fund may choose to make portfolio holdings information available to rating agencies such as Lipper, Morningstar or Bloomberg earlier and more frequently on a confidential basis. The Trust has obtained assurances from all such parties that any information provided to them will be held in strict confidence and that such information shall not be used for the personal benefit of the recipient.

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

DISCLOSURE TO OTHER PARTIES

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

REVIEW

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

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Section 3 | Management of the Portfolios

Investment Advisor

The Board has entered into advisory agreements with Timothy Partners, Ltd. (“TPL” or the “Advisor”), for the provision of investment advisory services on behalf of the Trust to each Portfolio, subject to the supervision and direction of the Trust’s Board of Trustees. The continuance of the Advisory Agreement with Timothy Partners, Ltd. was approved by the Trustees, including a majority of the Trustees who are not interested persons of the Trust or any person who is a party to the Agreement, at an in-person meeting held on February 14, 2020. A discussion of the material factors considered in 2020 by the Board in renewing the Advisory Agreement can be found in the Trust’s Semi-Annual Financial Report to Shareholders dated June 30, 2020. A discussion of the Board’s considerations in renewing the agreement at the February 26, 2021 Board Meeting will be provided in the Trust’s semi-annual report, which will be dated June 30, 2021. You may obtain a free copy of the Portfolios’ Semi-Annual Report by calling the Trust at (800) 846-7526.

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

Pursuant to the investment advisory agreement with TPL, the Trust shall conduct its own business and affairs and shall bear the expenses and salaries necessary and incidental thereto, including, but not limited to: the maintenance of its corporate existence; the maintenance of its own books, records and procedures; dealing with its own shareholders; the payment of dividends; transfer of stock, including issuance, redemption and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling and holding of shareholders’ meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal and accounting fees; and taxes.

For its services, TPL is paid an annual fee equal to 0.10% of the average daily net assets of each Portfolio. The table below sets forth investment advisory fees payable to TPL for the last three years for each of the Portfolios.

Arthur D. Ally is the Portfolio Manager for each Portfolio. Mr. Ally is President, Treasurer, Chairman and a Trustee of the Timothy Plan Trust. He is also President of Timothy Partners, Ltd. and had nearly twenty years’ experience in the investment industry prior to becoming president of the Timothy Plan.

INVESTMENT ADVISORY FEES

The following table sets forth the investment advisory fees paid to TPL for the last three years by each Portfolio.

	2018		2019		2020
Strategic Growth Portfolio
Fees Payable to TPL		$19,581		$16,993		$15,747
Conservative Growth Portfolio
Fees Payable to TPL		$17,168		$14,471		$12,860

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Other Information Relating to Management of the Strategic and Conservative Portfolios

The Portfolios are managed by Arthur D. Ally.

The following table presents information relating to the person responsible for managing Portfolio assets, the number and types of other accounts managed by such person, and how such person is compensated for managing such accounts. The information is current as of December 31, 2020.

	Number of Other Accounts Managed And Assets by Account Type						Number of Accounts and Assets for Which Advisory Fee is Performance-Based
Name of Advisor and Portfolio Manager	Registered Investment Companies ($mils)		Other Pooled Investment Vehicles ($mils)		Other Accounts ($mils)		Registered Investment Companies ($mils)	Other Pooled Investment Vehicles ($mils)	Other Accounts ($mils)
Timothy Partners, Ltd.:
Arthur D. Ally		4 ($144.7)		0 ($0)		0 ($0)	N/A	N/A	N/A

As of December 31, 2020, Arthur D. Ally, the Portfolio Manager, did not hold beneficial interest in the Portfolios.

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Trustees and Principal Executive Officers of the Trust

The Trustees and Principal Executive Officers of the Trust and their principal occupations for the past five years are listed as follows:

INTERESTED TRUSTEES

Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Arthur D. Ally*	Trustee, Chairman, President, and Treasurer	Indefinite; Trustee and President since 1994	18
1055 Maitland Center Commons Maitland, FL	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
Born: 1942	President and controlling shareholder of Covenant Funds, Inc. (“CFI”), a holding company. President and general partner of Timothy Partners, Ltd. (“TPL”), the investment Advisor and principal underwriter to each Fund. CFI is also the managing general partner of TPL.		None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Mathew D. Staver**	Trustee	Indefinite; Trustee since 2000	18
1055 Maitland Center Commons Maitland, FL	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
Born: 1956	Attorney specializing in free speech, appellate practice and religious liberty constitutional law. Founder of Liberty Counsel, a religious civil liberties education and legal defense organization. Host of two radio programs devoted to religious freedom issues. Editor of a monthly newsletter devoted to religious liberty topics. Mr. Staver has argued before the United States Supreme Court and has published numerous legal articles.		None

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

** Mr. Staver is an “interested” Trustee, as that term is defined in the 1940 Act, because he has a limited partnership interest in TPL.

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INDEPENDENT TRUSTEES

Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Richard W. Copeland	Trustee	Indefinite; Trustee since 2005	18
1055 Maitland Center Commons Maitland, FL	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
Born: 1947	Retired. Associate Professor Stetson University for the past 40 years. Retired Principal of Copeland & Covert, Attorneys at Law; specializing in tax and estate planning. B.A. from Mississippi College, JD from University of Florida and LLM Taxation from University of Miami.		None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Deborah Honeycutt	Trustee	Indefinite; Trustee since 2010	18
1055 Maitland Center Commons Maitland, FL	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
Born: 1947	Dr. Honeycutt is a licensed physician currently serving as Medical Director of Clayton State University Health Services in Morrow, GA, CEO of Minority Health Services in Atlanta, and as a volunteer at Good Shepherd Clinic. Dr. Honeycutt received her B.A. and M.D. at the University of Illinois.		None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Bill Johnson	Trustee	Indefinite; Trustee since 2005	18
1055 Maitland Center Commons Maitland, FL	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
Born: 1946	President (and Founder) of American Decency Association, Freemont, MI since 1999. Previously served as Michigan State Director for American Family Association (1987-1999). Previously a public school teacher for 18 years. B.S. from Michigan State University and a Masters of Religious Education from Grand Rapids Baptist Seminary.		None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
John C. Mulder	Trustee	Indefinite; Trustee since 2005	18
1055 Maitland Center Commons Maitland, FL	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
Born: 1950	President of WaterStone (formerly the Christian Community Foundation and National Foundation) since 2001. Prior: 22 years of executive experience for a group of banks and a trust company. B.A. in Economics from Wheaton College and MBA from University of Chicago.		None

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Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Scott Preissler, Ph.D.	Trustee	Indefinite; Trustee since 2004	18
1055 Maitland Center Commons Maitland, FL	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
Born: 1960	Scott Preissler, Ph.D. is the Executive Director of The National Center for Stewardship & Generosity. He is a former professor and past President and CEO of The Christian Stewardship Association (CSA) and Southern Baptist state headquarters in Texas and Georgia		None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Alan M. Ross	Trustee, Vice Chairman	Indefinite; Trustee since 2004	18
1055 Maitland Center Commons Maitland, FL	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
Born: 1951	Founder and CEO of Corporate Development Institute which he founded in 2000. Previously he served as President and CEO of Fellowship of Companies for Christ and has authored three books: Beyond World Class, Unconditional Excellence, Breaking Through to Prosperity.		None

Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Patrice Tsague	Trustee	Indefinite; Trustee since 2011	18
1055 Maitland Center Commons Maitland, FL	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
Born: 1973	President and Chief Servant Officer of the Nehemiah Project International Ministries Inc. since 1999.		None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Abraham M. Rivera	Trustee	Indefinite; Trustee since 2020	18
1055 Maitland Center Commons Maitland, FL	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
Born: 1969	Pastor / President / Director, for La Puerta Life Center, Inc., a Florida corporation.		1
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Dale A. Bissonette	Trustee	Indefinite; Trustee since 2020	18
1055 Maitland Center Commons Maitland, FL	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
Born: 1958	President, Good Place Holdings, a Christian Centered Business Holding Company.		None

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PRINCIPAL EXECUTIVE OFFICERS

Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Terry Covert	Executive Officer, Vice President	Officer since 2019 Indefinite Term	N/A
1055 Maitland Center Commons Maitland, FL	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
Born: 1947	Chief Compliance Officer and General Counsel for the Advisor, Timothy Partners, Ltd.		N/A
Name, Address & Age	Position(s) Held With Trust	Length of Time Served and Term of Office	Number of Portfolios in Fund Complex Overseen by Trustee
Cheryl Mumbert	Executive Officer, Vice President	Officer since 2019 Indefinite Term	N/A
1055 Maitland Center Commons Maitland, FL	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
Born: 1970	Chief Marketing Officer for Advisor, Timothy Partners, Ltd.		N/A
Name, Address & Age	Position(s) Held With Trust	Length of Time Served and Term of Office	Number of Portfolios in Fund Complex Overseen by Trustee
David D. Jones	Chief Compliance Officer	Since 2004, Indefinite Term	N/A
1055 Maitland Center Commons Maitland, FL	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
Born: 1957	Co-founder and Managing Member, Drake Compliance, LLC (compliance consulting); founder and controlling shareholder.		N/A
Name, Address & Age	Position(s) Held With Trust	Length of Time Served and Term of Office	Number of Portfolios in Fund Complex Overseen by Trustee
Joseph E. Boatwright	Trustee Emeritus and Secretary	Indefinite; Trustee and Secretary since 1995, Trustee Emeritus as of 2020	N/A
1055 Maitland Center Commons Maitland, FL	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
Born: 1930	Retired Minister.		None

ADDITIONAL INFORMATION ABOUT THE TRUSTEES

The Board of Trustees believes that each Trustee’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Trustees lead to the conclusion that the Trustees possess the requisite experience, qualifications, attributes and skills to serve on the Board. The Board of Trustees believes that the Trustees’ ability to review critically, evaluate, question and discuss information provided to them; to interact effectively with the Advisor, other service providers, legal counsel and independent public accountants; and to exercise effective business judgment in the performance of their duties as Trustees, support this conclusion. The Board of Trustees has also considered the contributions that each Trustee can make to the Board and the Trust.

As described in the table above, the Independent Trustees have served as such for a considerable period of time which has provided them with knowledge of the business and operation of the Funds and the Trust. In addition, the following specific experience, qualifications, attributes and/or skills apply as to each Trustee:

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Arthur Ally served as a financial professional for nearly twenty years prior to establishing TPL, the advisor and distributor of the Timothy Plan Funds. Mr. Ally has a degree in accounting and economics and has earned numerous professional designations.

Mat Staver Served as Dean of Liberty University School of Law and is the founder and chairperson of Liberty Counsel. Mr. Staver has argued before the United States Supreme Court and brings his extensive legal background to the Board.

Richard Copeland Retired Associate Professor Stetson University School of Business Administration. Retired Principal of Copeland & Covert, Attorneys at Law specializing in tax and estate planning. B.A. from Mississippi College, JD from University of Florida and LLM Taxation from University of Miami.

Deborah Honeycutt is a physician practicing in the Atlanta, GA area. Dr. Honeycutt has experience in managing and directing health clinics and as a family medical practitioner. She brings extensive business experience, as well as experience in the health care sector, to the Board.

Bill Johnson has been in the ministry front lines in the fight against pornography. Mr. Johnson brings a keen knowledge of the various forms of pornography, as well as hands-on experience running a non-profit organization.

John Mulder is the executive director of Waterstone, a charitable remainder trust custodian that serves persons across the United States. Mr. Mulder brings proficiency in taxation as well as the skills he has acquired in managing a national organization.

Scott Preissler, Ph.D. is the Executive Director of The National Center for Stewardship & Generosity. He is a former professor and past President and CEO of The Christian Stewardship Association (CSA) and Southern Baptist state headquarters in Texas and Georgia. Dr. Preissler brings extensive organizational and public service experience to the Board.

Alan Ross is an entrepreneur specializing in corporate turn-around ventures. Mr. Ross offers the Board the wealth of knowledge he has gained in his experiences as a manager/owner of numerous companies.

Patrice Tsague brings a unique combined perspective from his career that includes counseling for international entrepreneurship and development of organizational techniques and avenues for businesses.

Pastor Abraham M. Rivera is the recipient of various honors and awards for his work in the community, including the United States Congressional Award for Hispanic Leadership and is currently on the teaching staff of St. Thomas University. Mr. Rivera is the Pastor / President / Director, for the La Puerta Life Center, Inc. in Florida.

Dale A. Bissonette is the President of Good Place Holdings, a Christian Centered Business holding Company. Mr. Bissonette adds a wealth of diverse business skills and experience to the Board.

References to the experience, qualifications, attributes or skills of the Trustees are pursuant to requirements of the Securities and Exchange Commission and do not constitute indicating that the Board or any Trustee has special expertise or experience, and shall not impose any greater responsibility or liability on such Trustee or on the Board by reason thereof.

BOARD STRUCTURE

The Board is responsible for overseeing the management and operations of the Trust and the Funds. The Board currently consists of nine Independent Trustees and two Trustees who are interested persons of the Trust. Arthur D. Ally, who is an interested person of the Trust, serves as Chair of the Board, Mr. Alan Ross serves as Vice-Chair of the Board, and the Lead Independent Trustee. Mr. Ross works with Mr. Ally to set the agendas for the Board and Committee meetings, chair meetings of the Independent Trustees, and generally serves as a liaison between the Independent Trustees and the Trust’s management between Board meetings.

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The Board has two standing committees: the Audit Committee and the Pricing Committee. Both Committees are chaired by an Independent Trustee, and consist of Messrs. Ross, Mulder and Copeland, with Mr. Ross as chair. The members of the Committees are not “interested” persons of the Trust (as defined in the 1940 Act). The primary responsibilities of the Trust’s Audit Committee are, as set forth in its charter, to make recommendations to the Board as to: the engagement or discharge of the Trust’s independent auditors (including the audit fees charged by auditors); the supervision of investigations into matters relating to audit matters; the review with the independent auditors of the results of audits; and addressing any other matters regarding audits. The Audit Committee met two times during the last fiscal year. The Pricing Committee was established in November 2013. The Committee will be called upon in the event a security requires a fair pricing analysis to establish the applicable Fund’s net asset value (“NAV”).

The Board holds four regular meetings each year to consider and act upon matters involving the Trust and the Funds. The Board also may hold special meetings to address matters arising between regular meetings. Beginning in March 2020, the Trustees may conduct quarterly meetings telephonically in accordance with relief granted by the U.S. Securities and Exchange Commission (the “SEC”) to ease certain governance obligations in light of current travel concerns related to the COVID-19 pandemic. The Trustees acknowledge that all actions that require a vote of the Trustees at an in-person meeting would be ratified, as required by the SEC’s relief, at a later in-person meeting. The Independent Trustees also regularly meet outside the presence of management and are advised by legal counsel. These meetings may take place in person or by telephone. Through the Audit Committee, the Independent Trustees consider and address important matters involving the Funds, including those presenting conflicts or potential conflicts of interest for Trust management. The Board has determined that its committee structure helps ensure that the Funds have effective and independent governance and oversight. Given the Advisor’s sponsorship of the Trust, that investors have selected the Advisor to provide overall management to the Funds, and Mr. Ally’s senior leadership role within the Advisor, the Board elected him Chairman. The Board reviews its structure regularly and believes that its leadership structure, including having at least two thirds Independent Trustees, coupled with the responsibilities undertaken by Mr. Ally as Chair, Mr. Ross as Vice-Chair and Lead Independent Trustee, is appropriate and in the best interests of the Trust, given its specific characteristics. The Board also believes its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from Fund management.

BOARD OVERSIGHT OF RISK

An integral part of the Board’s overall responsibility for overseeing the management and operations of the Trust is the Board’s oversight of the risk management of the Trust’s investment programs and business affairs. The Funds are subject to a number of risks, such as investment risk, credit risk, valuation risk, operational risk, and legal, compliance and regulatory risk. The Trust, the Advisor and the other service providers have implemented various processes, procedures and controls to identify risks to the Funds, to lessen the probability of their occurrence and to mitigate any adverse effect should they occur. Different processes, procedures and controls are employed with respect to different types of risks. These systems include those that are embedded in the conduct of the regular operations of the Board and in the regular responsibilities of the officers of the Trust and the other service providers.

The Board exercises oversight of the risk management process through the Board itself and through the Audit Committee. In addition to adopting, and periodically reviewing, policies and procedures designed to address risks to the Funds, the Board requires management of the Advisor and the Trust, including the Trust’s Chief Compliance Officer (“CCO”), to report to the Board and the Audit Committee on a variety of matters, including matters relating to risk management, at regular and special meetings. The Board and the Audit Committee receive regular reports from the Trust’s independent public accountants on internal control and financial reporting matters. On at least an annual basis, the Independent Trustees meet separately with the Funds’ CCO outside the presence of management, to discuss issues related to compliance. Furthermore, the Board receives a quarterly report from the Funds’ CCO regarding the operation of the compliance policies and procedures of the Trust and its primary service providers. The Board also receives quarterly reports from the Advisor on the investments and securities trading of the Funds, including their investment performance, as well as reports regarding the valuation of the Funds’ securities. In addition, in its annual review of the Funds’ advisory agreements, the Board reviews information provided by the Advisor relating to its operational capabilities, financial condition and resources. The Board also conducts an annual self-evaluation that includes a review of its effectiveness in overseeing the number of Funds in the Trust and the effectiveness of its committee structure.

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The Board recognizes that it is not possible to identify all of the risks that may affect a Fund or to develop processes, procedures and controls to eliminate or mitigate every occurrence or effect. The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.

TRUSTEE OWNERSHIP

The following table sets forth information about the Trustees and the dollar range of shares of the Timothy Plan Family of Funds owned by each Trustee. As of December 31, 2020, the Trustees owned the following dollar ranges of Fund shares.

Name of Director1	Fund Name	Dollar Range of Equity Securities each Fund		Aggregate Dollar Range of Equity Securities in all Funds Overseen by a Director in the Timothy Plan Family of Funds
Interested Trustees
Arthur D. Ally	Small Cap Value		$1 - $10,000
	Large/Mid Cap Value		$1 - $10,000
	Aggressive Growth		$1 - $10,000
	Large/Mid Growth		$1 - $10,000
	International		$1 - $10,000
	Defensive Strategies		$1 - $10,000
	Israel Common Values		$1 - $10,000
	Growth and Income		$1 - $10,000
					$1 - $10,000
Mathew D. Staver	Small Cap Value		$10,001 - $50,000
	Large Mid/Cap Value		$50,001 - $100,000
	Aggressive Growth		$50,001 - $100,000
	Large Mid/Growth		Over $100,000
	Conservative Growth Variable		$10,001 - $50,000
	Defensive Strategies		$10,001 - $50,000
	Israel Common Values		$10,001 - $50,000
	High Dividend Stock ETF		$1 - $10,000
					Over       $100,000
Independent Trustees
Richard W. Copeland	Small Cap Value		Over $100,000
	Large/Mid Cap		Over $100,000
					Over       $100,000
Deborah T. Honeycutt	None
Bill Johnson	None
John C. Mulder	Defensive Strategies		Over $100,000
	Strategic Growth		$50,001 - $100,000
	International		$50,001 - $100,000
	Large/Mid Growth		$50,001 - $100,000
	High Dividend Stock ETF		$50,001 - $100,000
	Large/Mid Cap Value		$50,001 - $100,000
	US Large Cap Core ETF		$50,001 - $100,000
	Israel Common Values		$10,001 - $50,000
	Small Cap Value		$50,001 - $100,000
					Over     $100,000

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Name of Director1	Fund Name	Dollar Range of Equity Securities each Fund		Aggregate Dollar Range of Equity Securities in all Funds Overseen by a Director in the Timothy Plan Family of Funds
Scott Preissler, Ph.D.	None
Alan M. Ross	Conservative Growth		$10,001 - $50,000
	Growth & Income		$10,001 - $50,000
	Defensive Strategies		$10,001 - $50,000
	Small Cap		$10,001 - $50,000
	Large/Mid Cap Value		$10,001 - $50,000
	Large/Mid Growth		$10,001 - $50,000
					$50,001 - $100,000
Patrice Tsague	Strategic Growth		$10,001 - $50,000
	International		$10,001 - $50,000
	Large Mid Cap Value		$1 - $10,000
					$50,001 - $100,000
Abraham M. Rivera	None
Dale A. Bissonette	None

1 Trustees, for their services to the Funds, may purchase Class A shares at NAV; commissions normally charged on A share purchases are waived.

Compensation

Compensation was paid by the Trust to the Trustees during the past fiscal year ended December 31, 2020, as set forth in the table below.

Name of Person, Position	Aggregate Compensation from Funds	Pension or Retirement Benefits Accrued As Part of Funds Expenses		Estimated Annual Benefits Upon Retirement		Total Compensation From Fund and Fund Complex Paid to Directors
Interested Trustees
Arthur D. Ally, Chairman	$0		$0		$0		$0
Mathew D. Staver	$0		$0		$0		$0
Charles E. Nelson*	$0		$0		$0		$0
Independent Trustees
Kenneth Blackwell*	$2,500		$0		$0		$2,500
Richard W. Copeland	$4,375		$0		$0		$4,375
Deborah Honeycutt	$5,625		$0		$0		$5,625
Bill Johnson	$5,625		$0		$0		$5,625
John C. Mulder	$4,375		$0		$0		$4,375
Scott Preissler, Ph.D.	$5,625		$0		$0		$5,625
Alan M. Ross	$5,625		$0		$0		$5,625
Patrice Tsague	$5,625		$0		$0		$5,625
Abraham Rivera	$1,875		$0		$0		$1,875
Dale A. Bissonette	$0		$0		$0		$0

* No longer a Trustee

Code of Ethics

The Trust, the Advisor, the Investment Managers and the Portfolios’ underwriter have each adopted a Code of Ethics under the Investment Company Act of 1940 or the Investment Advisers Act of 1940. The personnel subject to the various Codes are permitted to invest in securities; however, the Advisor’s, Trust’s and underwriter’s

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employees are prohibited from purchasing securities that are held by the Portfolios. You may obtain a copy of the Code of Ethics from the U.S. Securities and Exchange Commission. Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, the Trustees amended the Codes of Ethics to accommodate the requirements of Section 406. The amended Codes of Ethics adopted by the Trust, the Advisor and the Underwriter, have each been reviewed and ratified by the Board of Trustees.

Proxy Voting Policies

The Board has approved proxy voting procedures for the Trust. These procedures set forth guidelines and procedures for the voting of proxies relating to securities held by the Funds. Records of the Funds’ proxy voting records are maintained and are available for inspection. The Board is responsible for overseeing the implementation of the procedures. Copies of the proxy voting procedures have been filed with the Securities and Exchange Commission, which may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. The procedures are also available on the SEC’s EDGAR database at the SEC’s web site (www.sec.gov). Copies of the procedures can be obtained, after paying a duplicating fee, by electronic request (publicinvest@sec.gov) or by writing the SEC’s Public Reference Section, Washington, DC 20549-0102. A copy will also be sent to you, free of charge, at your request by writing to the Trust at Gemini Fund Services, LLC, 4221 N. 203rd St, Suite 100 Elkhorn, NE 68022, or calling toll free at (800) 846-7526. A summary of the Trust’s Proxy Voting Procedures is also attached to this SAI as Appendix A.

Voting Rights

Each Insurance Company is the legal owner of shares attributable to variable life insurance and variable annuity contracts issued by its separate accounts, and has the right to vote those shares. Pursuant to the current view of the SEC staff, each Insurance Company will vote the shares held in each separate account registered with the SEC in accordance with instructions received from owners of variable life insurance and variable annuity contracts issued by that separate account. To the extent voting privileges are granted by the issuing Insurance Company to unregistered separate accounts, shares for which no timely instructions are received will be voted for, voted against, or withheld from voting on any proposition in the same proportion as the shares held in that separate account for all contracts for which voting instructions are received. All Portfolio shares held by the general investment account (or any unregistered separate account for which voting privileges are not extended) of each Insurance Company will be voted by that Insurance Company in the same proportion as the aggregate of (i) the shares for which voting instructions are received and (ii) the shares that are voted in proportion to which such voting instructions are received. Shares held by Qualified Plans will vote directly and will not be voted in the same proportion as shares held by the Insurance Companies in their separate accounts registered as unit investment trusts.

RESOLVING MATERIAL CONFLICTS

Currently, shares in the Portfolios are available only to separate accounts established by American United Life Insurance Company, Indianapolis, IN, and Jefferson National Life Insurance Company, Louisville, KY. In the future, shares may be offered to other Insurance Companies independent from AUL, Jefferson National, and certain eligible qualified retirement plans (“Qualified Plans”), and as an investment vehicle for variable life insurance or variable annuity products sponsored by other Insurance Companies.

A potential for certain conflicts of interest exists between the interests of variable life insurance contract owners and variable annuity contract owners. Pursuant to conditions imposed in connection with related regulatory relief granted by the SEC, the Board has an obligation to monitor events to identify conflicts that may arise from the sale of shares to both variable life insurance and variable annuity separate accounts or to separate accounts of Insurance Companies of unaffiliated Insurance Companies. Such events might include changes in state insurance law or federal income tax law, changes in investment management of any Timothy Plan Fund in which the Portfolios invest or differences between voting instructions given by variable life insurance and variable annuity contract owners. Through its Participation Agreement with the Trust, each Insurance Company investing in the Portfolios is responsible for monitoring and reporting any such conflicts to the Trust and for proposing and executing any necessary remedial action. The Board has an obligation to determine whether such proposed action adequately remedies any such conflicts.

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Section 4 | Control Persons and

Principal Holders of Securities

A principal shareholder is any person who owns (either of record or beneficially) 5% or more of the outstanding shares of the Portfolio. A control person is one who owns either directly or indirectly, more than 25% of the voting securities of a fund or acknowledges the existence of such control. As of March 31, 2021, the following persons of record owned 5% or more of the outstanding shares of the Strategic Growth Portfolio and the Conservative Growth Portfolio.

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

Name of Shareholder	Name of Portfolio in which Shares Held	% Ownership of Shares
AUL American Individual Variable ATTN: Separate Accounts PO Box 368, Indianapolis, IN 46206-0368	Strategic Growth Portfolio Variable		86.48%
Jefferson National Financial 10350 Ormsby Park Place, Louisville, KY 40223	Strategic Growth Portfolio Variable		7.81%
AUL American Individual Variable ATTN: Separate Accounts PO Box 368, Indianapolis, IN 46206-0368	Conservative Growth Portfolio Variable		78.09%
Jefferson National Financial 10350 Ormsby Park Place, Louisville, KY 40223	Conservative Growth Portfolio Variable		9.80%

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

As of December 31, 2020, the Trustees and Officers, as a group, owned less than 1% of each Portfolio.

Section 5 | Other Services

Principal Underwriter

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

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

TPL is a broker/dealer registered with the U.S. Securities and Exchange Commission and is a member in good standing of the Financial Industry Regulatory Authority.

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

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

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

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

Administrator/Transfer Agent

Gemini Fund Services, LLC, 4221 N. 203rd St, Suite 100, Elkhorn, NE 68022, provides transfer agent, portfolio accounting and certain administrative services to the Trust pursuant to a Fund Services Agreement dated April 18, 2011, as amended. Gemini Fund Services, LLC (“Gemini”) provides various administrative services to the Funds’ shareholders that invest a portion of their Timothy Plan IRA assets in the BlackRock money market fund (“Shareholder Services”). Gemini receives compensation from BlackRock Advisors, LLC for the provision of said Shareholder Services.

Under the Fund Services Agreement, Gemini provides administrative services, including: (i) providing services of persons competent to perform such administrative and clerical functions as are necessary to provide effective administration of the Portfolios; (ii) facilitating the performance of administrative and professional services to the Portfolios by others, including the Portfolios’ Custodian; (iii) preparing, but not paying for, the periodic updating of the Portfolios’ Registration Statement, Prospectus and Statement of Additional Information in conjunction with counsel, including the printing of such documents for the purposes of filings with the SEC and stated securities administrators, and preparing reports to the Portfolios’ shareholders and the SEC; (iv) preparing in conjunction with counsel, but not paying for, all filings under the securities or “Blue Sky” laws of such states or countries as are designated by the Underwriter, which may be required to register or qualify, or continue the registration or qualification, of each Portfolio and/or its shares under such laws; (v) preparing notices and agendas for meetings of the Board and minutes of such meetings in all matters required by the 1940 Act to be acted upon by the Board; (vi) overseeing the calculation of performance data; (vii) preparing and maintaining the Portfolios’ operating expense budget; (viii) coordinating the Portfolios’ annual audit; and (ix) monitoring daily and periodic compliance with respect to all requirements and restrictions of the Investment Company Act of 1940, as amended (the “1940 Act”), the Internal Revenue Code and the Prospectus.

Under the Fund Services Agreement, Gemini also serves as transfer, dividend disbursing, and shareholder servicing agent for the Portfolios. Under the agreement, Gemini is responsible for administering and performing transfer agent functions, dividend distribution, shareholder administration, and maintaining necessary records in accordance with applicable rules and regulations. Transfer agency operations are located at Gemini Fund Services, LLC, 4221 N. 203rd St, Suite 100, Elkhorn, NE 68022.

For the services rendered to the Fund by the Administrator, the Fund pays the Administrator the greater of an annual minimum fee or an asset based fee, which scales downward based upon net assets for fund administration, fund accounting and transfer agency services.

The applicable insurance company provides certain additional administrative services with respect to shares of the Portfolios purchased in fund variable annuity contracts and held in the insurance company’s separate accounts. These administrative services are provided pursuant to a Participation Agreement which is renewed annually among the insurance company, the Trust and TPL.

Under the Participation Agreement, the Insurance Company maintains the records related to each Portfolio’s shares held in the company’s Separate Accounts, processes all purchases and redemptions of Portfolio shares within the accounts, and provides other administrative and shareholder services. For its services, the Insurance Company receives an annual fee from the underwriter equal to 0.25% of the average daily net assets of the Portfolio held in the Insurance Companies Separate Accounts. In the future, the underwriter may enter into participation agreements with other Insurance Companies, which will be independent of existing Agreements.

19

For the Trust’s fiscal periods ended December 31, 2018, 2019 and 2020 the Trust paid the following fees for transfer agency, fund accounting and administration for the Strategic Growth Portfolio and the Conservative Growth Portfolio:

Administration Fees	2018		2019		2020
Strategic Growth Portfolio		$33,307		$38,392		$42,914
Conservative Growth Portfolio		$24,110		$36,317		$38,717

Other Service Providers

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The firm of Cohen & Company, Ltd., 1350 Euclid Avenue, Suite 800, Cleveland, OH 44115, has been selected as the independent registered public accounting firm for the Portfolios for the fiscal year ending December 31, 2021. Cohen & Company, Ltd., performs an annual audit of the Portfolios’ financial statements and provides financial, tax, and accounting consulting services as requested.

Service Agreements

CUSTODIAN

U.S. Bank N.A., 425 Walnut Street, Cincinnati, Ohio 45202, is custodian of the Portfolios’ investments. The custodian acts as the Portfolios’ depository, safe-keeps its portfolio securities, collects all income and other payments with respect thereto, disburses funds at the Portfolios’ request and maintains records in connection with its duties.

Section 6 | Brokerage Allocation

Brokerage Transactions

The Advisor and each Investment Manager to the Timothy Plan Funds, when effecting the purchases and sales of securities on behalf of the Portfolios or the Funds as applicable, will seek execution of trades either (i) at the most favorable and competitive rate of commission charged by any broker, dealer or member of an exchange, or (ii) at a higher rate of commission charges if reasonable in relation to brokerage and research services provided by such member, broker, or dealer. Such services may include, but are not limited to, any one or more of the following: information on the availability of securities for purchase or sale, statistical or factual information, or opinions pertaining to investments. The Advisor and each Investment Manager to the Timothy Funds may use research and services provided to it by brokers and dealers in servicing all its clients, however, not all such services will be used by the Advisor in connection with the Portfolios or the Funds, as applicable. The Advisor and each Investment Manager are prohibited from considering brokerage allocation to dealers in consideration of a dealer’s distribution efforts of Portfolio or Fund shares. The Board has adopted policies and procedures to detect and prohibit brokerage allocation based on broker/dealer fund share sales.

TPL, through the Investment Managers providing services for the underlying Funds, are responsible for making the Portfolios’ portfolio decisions subject to instructions described in the applicable Prospectus. The Board may, however, impose limitations on the allocation of portfolio brokerage.

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

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

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

The Advisor also may consider sales of the variable annuity contracts by a broker-dealer as a factor in the selection of broker-dealers to execute transactions for the Portfolios. In addition, the Advisor may place portfolio trades for both Portfolios, or the Funds as applicable, with affiliated brokers. As stated above, any such placement of trades will be subject to the ability of the affiliated broker-dealer to provide best execution, the Trust’s procedures governing such affiliated trades, and FINRA Conduct Rules.

The chart below shows the brokerage fees and commissions paid by the Funds for the fiscal years ending December 31, 2018, 2019 and 2020.

Fund Name	2018		2019		2020
Strategic Growth Variable Fund		N/A		$2,427		$849
Conservative Growth Variable Fund		N/A		$1,584		$687

Section 7 | Purchase, Redemption, and Pricing of

Shares

Purchase of Shares

Individual investors may not directly purchase shares of the Portfolios. The Portfolios currently offer their shares only to Separate Accounts established by various Insurance Companies and to certain Qualified Plans. The Portfolios are intended to serve as investment vehicles for variable life insurance, variable annuity and group annuity products of these Insurance Companies or under Qualified Plans. The general public may not directly purchase shares of the Portfolios. The Trust has received an order from the SEC exempting the Portfolios from certain provisions of the Investment Company Act, which permits the Portfolios to offer their shares to multiple Investment Companies and Qualified Plans. The Separate Accounts and Qualified Plans will invest in the Portfolios in accordance with the instructions received from Separate Account owners or Plan participants, as applicable. Shares of the Portfolios are sold at net asset value as described in the Prospectus.

Redemption of Shares

The redemption price will be based upon the net asset value per share of a Portfolio next determined after receipt of the redemption request, provided it has been submitted in the manner described below. The redemption price may be more or less than your cost, depending upon the net asset value per share at the time of redemption.

Payment for shares tendered for redemption is made by check within seven (7) days after tender in proper form, except that each Portfolio reserves the right to suspend the right of redemption, or to postpone the date of payment upon redemption beyond seven days: (i) for any period during which the New York Stock Exchange is restricted, (ii) for any period during which an emergency exists as determined by the U.S. Securities and Exchange Commission as a result of which disposal of securities owned by a Portfolio is not reasonably predictable or it is not reasonably practicable for the Portfolios fairly to determine the value of its net assets, or (iii) for such other periods as the U.S. Securities and Exchange Commission may by order permit for the protection of shareholders of the Portfolios.

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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 Portfolio, 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 believes that economic conditions exist which would make such a practice detrimental to the best interests of the Portfolio. Any portfolio securities paid or distributed in-kind would be valued as described under “Other Purchase Information” in the 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 a Portfolio.

In-kind payments need not constitute a cross-section of a Portfolio’s portfolio. Where a shareholder has requested redemption of all or a part of the shareholder’s investment, and where a Portfolio completes such redemption in-kind, that Portfolio will not recognize gain or loss for federal tax purposes, on the securities used to complete the redemption. The shareholder will recognize gain or loss equal to the difference between the fair market value of the securities received and the shareholder’s basis in the Portfolio shares redeemed.

Net Asset Value

Shares of the Portfolios are offered at net asset value (“NAV”). NAV per share is calculated by adding the value of each Portfolio’s investments, cash and other assets, subtracting liabilities, and then dividing the result by the number of shares outstanding. Each Portfolio generally determines the total value 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 Portfolio’s Investment Manager, in conformity with guidelines adopted by and subject to the review and supervision of the Board. Each Portfolio’s per share NAV 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.

Section 8 | Taxation of the Portfolio

Taxation

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

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

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

In addition to the diversification requirements applicable to all registered investment companies (“RICs”), Section 817(h) of the Internal Revenue Code imposes certain diversification requirements on the assets underlying variable annuity and variable life contracts including, as described herein, when those assets are shares in a RIC. The Portfolios intend to comply with these diversification regulations. By meeting these and other requirements, participating Insurance Companies, rather than the holders of variable annuity contracts and variable life policies,

22

should be subject to tax on distributions received with respect to shares of the Portfolios. For further information concerning federal income tax consequences for the holders of variable annuity contracts and variable life policies, such holders should consult the prospectus used in connection with the issuance of their particular contracts or policies. Participating Insurance Companies should consult their own tax advisors as to whether such distributions are subject to federal income tax if they are retained as part of policy reserves.

An excise tax at the rate of 4% will be imposed on the excess, if any, of a Portfolio’s “required distributions” over actual distributions in any calendar year. Generally, the “required distribution” is 98% of a Portfolio’s ordinary income for the calendar year plus 98.2% of its capital gain net income recognized during the one-year period ending on December 31 plus undistributed amounts from prior years. Each Portfolio intends to make distributions sufficient to avoid imposition of the excise tax.

The following discussion is only relevant to the extent that the applicable Portfolio’s shares are held by an entity that is not exempt from federal income taxes or is subject to the tax on unrelated business taxable income:

Distributions declared by a Portfolio during October, November or December to shareholders of record during such month and paid by January 31 of the following year will be taxable to shareholders in the calendar year in which they are declared, rather than the calendar year in which they are received. Shareholders will be subject to federal income taxes on distributions made by a Portfolio whether received in cash or additional shares of the Portfolio. Distributions of net investment income and net short-term capital gains, if any, will be taxable to shareholders as ordinary income. Distributions of net long-term capital gains, if any, will be taxable to shareholders as long-term capital gains, without regard to how long a shareholder has held shares of a Portfolio. A loss on the sale of shares held for six months or less will be treated as a long-term capital loss to the extent of any long-term capital gain dividend paid to the shareholder with respect to such shares. Dividends eligible for designation under the dividends received deduction and paid by a Portfolio may qualify in part for the 70% dividends received deduction for corporations provided, however, that those shares have been held for at least 45 days.

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

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

Dividends and distributions also may be subject to state and local taxes. Certain individuals, trusts and estates may be subject to a Medicare tax of 3.8% (in addition to the regular income tax). The Medicare tax is imposed on the lesser of: (i) the taxpayer’s investment income, net of deductions properly allocable to such income; or (ii) the amount by which the taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000 for married individuals filing jointly, $200,000 for unmarried individuals and $125,000 for married individuals filing separately). Each Fund’s distributions are includable in a shareholder’s investment income for purposes of this Medicare tax. In addition, any capital gain realized by a shareholder upon the sale or redemption of Portfolio shares is includable in such shareholder’s investment income for purposes of this Medicare tax.

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

Section 9 | Calculation of Performance Data

Performance

Performance information for the shares of the Portfolios will vary due to the effect of expense ratios on the performance calculations. Total returns and yields quoted for the Portfolios include the Portfolios’ expenses, but do not include charges and expenses attributable to any particular insurance product or qualified plan.

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Because shares of the Portfolios may be purchased only through the insurance companies or qualified plans, you should carefully review the Prospectus of your insurance contract or plan document for information on relevant charges and expenses. Excluding these charges from quotations of the Portfolios’ performance has the effect of increasing the performance quoted. You should bear in mind the effect of these charges when comparing the Portfolios’ performance to that of other mutual funds.

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

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

AVERAGE ANNUAL TOTAL RETURN QUOTATION

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

P(1+T)ⁿ = ERV

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

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

After Taxes on Distributions

P(1+T)ⁿ = ATV_D

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After Taxes on Distributions and Redemptions

P(1+T)ⁿ - ATV_DR

W H E R E :	P	=	a hypothetical initial payment of $1,000.
	T	=	average annual return (after taxes on distributions or after taxes on distributions and redemptions as applicable.
	n	=	number of years.
	ATVD	=	ending value of a hypothetical $1,000 payment made at the beginning of the one, five or ten-year periods at the end of the one, five or ten-year periods (or fractional portion), after taxes on redemption.
	ATVDR	=	ending value of a hypothetical $1,000 payment made at the beginning of the one, five or ten-year periods at the end of the one, five or ten-year periods (or financial portion) after taxes on fund distributions and redemption.

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

	Average Annual Returns (as of 12/31/2020)
	1-Year		5-Year		10-Year		Inception Date
Strategic Growth Portfolio								May 01, 2002
Pre-Tax		9.18%		6.38%		5.38%
Pre-Liquidation After-Tax		7.72%		5.41%		4.53%
Post-Liquidation After-Tax		6.19%		4.76%		4.03%
Conservative Growth Portfolio								May 01, 2002
Pre-Tax		8.24%		5.74%		4.76%
Pre-Liquidation After-Tax		6.99%		4.63%		3.58%
Post-Liquidation After-Tax		5.45%		4.21%		3.43%

YIELD QUOTATION

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

Yield = 2[(a-b/cd+1)⁶ – 1]

W H E R E :	a	=	dividends and interest earned during the period.
	b	=	expenses accrued for the period (net of reimbursements).
	c	=	the average daily number of shares outstanding during the period that were entitled to receive dividends
	d	=	the maximum offering price per share on the last day of the period.

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

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Section 10 | Financial Statements

Each Portfolio’s financial statements and independent registered public accounting firm’s report, including the notes thereto, for the fiscal year ended December 31, 2020, are hereby incorporated by reference from the Portfolios’ 2020 Annual Report to Shareholders.

Appendix A | Proxy Voting Policy

Preface

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

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

Key Proxy Voting Issues

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

1. Board of Trustees

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

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

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

iii. A trustee nominee’s attendance at less than 75% of required meetings – Frequent non-attendance at board meetings will be grounds for voting against re-election.

iv. Existence of any prior SEC violations and/or other criminal offenses – Advisor will not vote in favor of a trustee nominee who, to Advisor’s actual knowledge, is the subject of SEC or other criminal enforcement actions.

Advisor believes that it is in the shareholders’ best interests to have bright and experienced trustees serving on a company’s board. To this end, Advisor believes that companies should be allowed to establish trustee compensation packages that attract and retain desirable trustees. Advisor will consider whether proposals relating to trustee compensation are reasonable in relation to the company’s performance and resources. Advisor will vote in favor of proposals that seek to impose reasonable limits on trustee compensation.

In all other issues that may arise relating to the Board of Trustees, Advisor will vote against all proposals that benefit trustees at the expense of shareholders, and in favor of all proposals that do not unreasonably abrogate the rights of shareholders. As previously stated, each issue will be analyzed on an issue-by-issue basis.

2. Corporate Governance

Corporate governance issues may include, but are not limited to, the following: (i) corporate defenses, (ii) corporate restructuring proposals, (iii) proposals affecting the capital structure of a company, (iv) proposals regarding executive compensation, or (v) proposals regarding the independent auditors of the company. When called upon by a Sub-Advisor to vote, advisor will consider the following:

i. Corporate Defenses | Although Advisor will review each proposal on a case-by-case basis, Advisor will generally vote against management proposals that (a) seek to insulate management from all threats of change in control, (b) provide the board with veto power against all takeover bids, (c) allow management or the board of the company to buy shares from particular shareholders at a premium at the expense of the majority of shareholders, or (d) allow management to increase or decrease the size of the board at its own discretion. Advisor will only vote in favor of those proposals that do not unreasonably discriminate against a majority of shareholders, or greatly alter the balance of power between shareholders, on one side, and management and the board, on the other.

ii. Corporate Restructuring | These may include mergers and acquisitions, spin-offs, asset sales, leveraged buy-outs and/or liquidations. In determining the vote on these types of proposals, Advisor will consider the following factors: (a) whether the proposed action represents the best means of enhancing shareholder values, (b) whether the company’s long-term prospects will be positively affected by the proposal, (c) how the proposed action will impact corporate governance and/or shareholder rights, (d) how the proposed deal was negotiated, (e) whether all shareholders receive equal/fair treatment under the terms of the proposed action, and/or (f) whether shareholders could realize greater value through alternative means.

iii. Capital Structure | Proposals affecting the capital structure of a company may have significant impact on shareholder value, particularly when they involve the issuance of additional stock. As such, Advisor will vote in favor of proposals to increase the authorized or outstanding stock of the company only when management provides persuasive business justification for the increase, such as to fund acquisitions, recapitalization or debt restructuring. Advisor will vote against proposals that unreasonably dilute shareholder value or create classes of stock with unequal voting rights if, over time, such action may lead to a concentration of voting power in the hands of a few insiders.

iv. Executive Compensation | Advisor believes executives should be compensated at a reasonable rate and that companies should be free to offer attractive compensation packages that encourage high performance in executives because, over time, it will increase shareholder values. Advisor also believes however, that executive compensation should, to some extent, be tied to the performance of the company. Therefore, Advisor will vote in favor of proposals that provide challenging performance objectives to company executives, and which serve to motivate executives to better performance. Advisor will vote against all proposals that offer unreasonable benefits to executives whose past performance has been less than satisfactory.

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Advisor will vote against shareholder proposals that summarily restrict executive compensation without regard to the company’s performance, and in favor of shareholder proposals that seek additional disclosures on executive compensation.

v. Independent Registered Public Accountants | The engagement, retention and termination of a Company’s independent auditors must be approved by the Company’s audit committee, which typically includes only those independent trustees who are not affiliated with or compensated by the Company, except for trustees’ fees. In reliance on the audit committee’s recommendation, Advisor generally will vote to ratify the employment or retention of a Company’s independent auditors unless Advisor is aware that the auditor is not independent or that the auditor has, in the past, rendered an opinion that was neither accurate nor indicative of the Company’s financial position.

3. Shareholder Rights

State law provides shareholders of a company with various rights, including, but not limited to, cumulative voting, appraisal rights, the ability to call special meetings, the ability to vote by written consent and the ability to amend the charter or bylaws of the company. When called upon by a Sub-Advisor to vote, Advisor will carefully analyze all proposals relating to shareholder rights and will vote against proposals that seek to eliminate existing shareholder rights or restrict the ability of shareholders to act in a reasonable manner to protect their interest in the company. In all cases, Advisor will vote in favor of proposals that best represent the long-term financial interest of Fund shareholders.

4. Social and Environmental Issues

When called upon by a Sub-Advisor to vote, in determining how to vote proxies in this category, Advisor will consider the following factors:

• Whether the proposal creates a stated position that could affect the company’s reputation and/or operations, or leave it vulnerable to boycotts and other negative consumer responses;

• The percentage of assets of the company that will be devoted to implementing the proposal;

• Whether the issue is more properly dealt with through other means, such as through governmental action;

• Whether the company has already dealt with the issue in some other appropriate way; and

• What other companies have done in response to the issue.

While Advisor generally supports shareholder proposals that seek to create good corporate citizenship, Advisor will vote against proposals that would tie up a large percentage of the assets of the company. Advisor believes that such proposals are inconsistent with its duty to seek long-term value for Fund shareholders. Advisor will also evaluate all proposals seeking to bring to an end certain corporate actions to determine whether the proposals adversely affect the ability of the company to remain profitable. Advisor will vote in favor of proposals that enhance or do not negatively impact long-term shareholder values.

Proxy Voting Procedures

1. The Proxy Voting Officer

Advisor hereby appoints Mr. Terry Covert as the person responsible for voting all proxies relating to securities held in the Portfolios’ accounts (the “Proxy Voting Officer”) when called upon by a Sub-Advisor to vote. The Proxy Voting Officer shall take all reasonable efforts to monitor corporate actions, obtain all information sufficient to allow an informed vote on the matter, and ensure that all proxy votes are cast in a timely fashion and in a manner consistent with this Policy.

If, in the Proxy Voting Officer’s reasonable belief, it is in the best interest of the Portfolio shareholders to cast a particular vote in a manner that is contrary to this policy, the Advisor shall submit a request for a waiver to the Board of Trustees of the Trust (the “Board”), stating the facts and reasons for the Proxy Voting Officer’s belief. The Proxy Voting Officer shall proceed to vote the proxy in accordance with the decision of the Board.

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In addition, if, in the Proxy Voting Officer’s reasonable belief, it is in the best interest of the Portfolio shareholders to abstain from voting on a particular proxy solicitation, the Proxy Voting Officer shall make a record summarizing the reasons for the Proxy Voting Officer’s belief and shall present this summary to the Board along with other reports required in Section 3 below.

2. Conflict of Interest Transactions

The Proxy Voting Officer shall submit to the Trust’s Board of Trustees all proxy solicitations that, in the Proxy Voting Officer’s reasonable belief, present a conflict between the interests of the Portfolio shareholders on one hand, and those of an Advisor or any of its affiliated persons/entities (each, an “Advisory Entity”). Conflict of interest transactions include, but are not limited to, situations where:

1. an Advisory Entity has a business or personal relationship with the participant of a proxy contest such as members of the issuer’s management or the soliciting shareholder(s);

2. an Advisory Entity provides advisory, brokerage, underwriting, insurance or banking or other services to the issuer whose management is soliciting proxies;

3. an Advisory Entity has a personal or business relationship with a candidate for trusteeship; or

4. an Advisory Entity manages a pension plan or administers an employee benefit plan, or intends to pursue an opportunity to do so.

In all such cases, the materials submitted to the Board shall include the name of the affiliated party whose interests in the transaction are believed to be contrary to the interests of the Portfolios, a brief description of the conflict, and any other information in the Proxy Voting Officer’s possession that would enable the Board to make an informed decision on the matter. The Proxy Voting Officer shall vote the proxy in accordance with the direction of the Board.

3. Report to the Board of Trustees

The Proxy Voting Officer shall, from reports received from Sub-Advisors and votes cast when called upon by a Sub-Advisor to vote, compile and present to the Board of Trustees an annual report of all proxy solicitations received by the Portfolios, including for each proxy solicitation, (i) the name of the issuer; (ii) the exchange ticker symbol for the security; (iii) the CUSIP number; (iv) the shareholder meeting date; (iv) a brief identification of the matter voted on; (v) whether the matter was proposed by the management or by a security holder; (vi) whether the Proxy Voting Officer cast its vote on the matter and if not, an explanation of why no vote was cast; (vii) how the vote was cast (i.e., for or against the proposal); (viii) whether the vote was cast for or against management; and (ix) whether the vote was consistent with this Policy, and if inconsistent, an explanation of why the vote was cast in such manner. The report shall also include a summary of all transactions which, in the Proxy Voting Officer’s reasonable opinion, presented a potential conflict of interest, and a brief explanation of how each conflict was resolved.

4. Responding to Fund Shareholders’ Request for Proxy Voting Disclosure

Consistent with this Policy, Sub-Advisors shall submit to Timothy Partners, Ltd. a complete proxy voting record to be filed with the U.S. Securities and Exchange Commission on an annual basis for each period ending June 30^th on SEC Form N-PX. In addition, the Proxy Voting Officer shall make the Portfolio’s proxy voting record available to any Portfolio shareholder who may wish to review such record through The Timothy Plan website. The Timothy Plan website shall notify shareholders of the Portfolio that the Portfolio’s proxy voting record and a copy of this Policy is available, without charge, to the shareholders by calling the Trust’s toll-free number as listed in its current prospectus. Timothy Partners shall respond to all shareholder requests for records within three business days of such request by first-class mail or other means designed to ensure prompt delivery.

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Record Keeping

In connection with this Policy, the Proxy Voting Officer, when called upon by a Sub-Advisor to vote, shall maintain a record of the following:

1. copies of all proxy solicitations received by the Portfolio, including a brief summary of the name of the issuer of the portfolio security, the exchange ticker symbol for the security, the CUSIP number, and the shareholder meeting date;

2. a reconciliation of the proxy solicitations received and number of shares held by the Portfolio in the company;

3. the analysis undertaken to ensure that the vote cast is consistent with this Policy;

4. copies, if any, of all waiver requests submitted to the Board and the Board’s final determination relating thereto;

5. copies, if any, of all documents submitted to the Board relating to conflict of interest transactions and the Board’s final determination relating thereto;

6. copies of any other documents created or used by the Proxy Voting Officer in determining how to vote the proxy;

7. copies of all votes cast;

8. copies of all quarterly summaries presented to the Board; and

9. copies of all shareholder requests for the Portfolio’s proxy voting record and responses thereto.

All records required to be maintained under this Policy shall be maintained in the manner and for such period as is consistent with other records required to be maintained by Advisor pursuant to Rule 204-2 of the Advisors Act. Copies shall be provided to Timothy Partners, Ltd. promptly upon request.

Summary

Timothy Partners, Ltd. (the “Advisor”) is registered with the U.S. Securities and Exchange Commission as an Investment Advisor under the Investment Advisors Act of 1940, as amended (the “Advisors Act”). Pursuant to an advisory agreement between Advisor and The Timothy Plan (the “Trust”), the Advisor manages the assets of The Timothy Plan Family of Funds (the “Funds”). As the Investment Advisor to the Portfolios, Advisor is responsible for voting all proxies related to securities held in their investment portfolios. With the approval of the Board of Trustees of the Trust (the “Board”), the Advisor has delegated day-to-day money management responsibilities for certain of the Portfolios to Sub-Advisors. Because a Fund’s Sub-Advisor, under the close scrutiny of the Advisor, monitors and reviews the companies in which the Portfolio invests, the Advisor has delegated its authority to vote proxies to the Portfolio’s Sub-Advisor. Each Sub-Advisor’s proxy voting policies and procedures have been reviewed by the Advisor and the Board.

Advisor, consistent with its fiduciary duties and pursuant to Rule 206(4)-6 under the Advisors Act, will vote, or cause the Portfolios’ Sub-Advisors to vote, proxies in a manner that promotes the shareholders’ best interests. In determining how to vote proxies, Advisor and the Sub-Advisors shall review each proxy proposal, analyze the impact each proposal may have on the moral considerations set forth in the Portfolios’ Prospectus, and shall vote in a manner not inconsistent with those moral considerations. Advisor and the Sub-Advisors will not subordinate the economic interests of the Portfolios’ shareholders to their own interests or to that of any other entity or interested party. In the event that a conflict of interest arises between Advisor or a Sub-Advisor and a Portfolio, a complete description of the conflict will be presented to the Board, and the proxy will be voted as directed by the Board.

A copy of Advisor Proxy Voting Policies and Procedures may be obtained by calling The Timothy Plan at (800) 846-7526 or may be viewed on line at www.timothyplan.com. A copy also may be obtained from Fund documents filed with the SEC at its website www.sec.gov. A record of the actual proxy votes cast by each Portfolio also is available upon request made to The Timothy Plan either by phone at (800) 846-7526 or by contacting Timothy Plan on its website (www.timothyplan.com).

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PART C. OTHER INFORMATION

Item 28. Exhibits

a.	Articles of Incorporation - Form of Agreement and Declaration of Trust, of The Timothy Plan, a Delaware Business Trust (effective 2002 the Delaware Statutory Trust Act), filed on April 30, 1996, as an Exhibit to Registrant’s Post-Effective Amendment and incorporated herein by reference.
b.	By-Laws – Form of Agreement and Declaration of Trust of The Timothy Plan a Delaware Business Trust (effective 2002 the Delaware Statutory Trust Act), filed on April 30, 1996, as an Exhibit to Registrant’s Post-Effective Amendment and incorporated herein by reference.
c.	Instruments Defining Rights of Security Holders – Form of Agreement and Declaration of Trust of The Timothy Plan a Delaware Business Trust (effective 2002 the Delaware Statutory Trust Act), filed on April 30, 1996, as an Exhibit to Registrant’s Post-Effective Amendment and incorporated herein by reference.
d.	Investment Advisory Contracts
	(1)	Registrant’s Form of Consolidated and Restated Investment Advisory Agreement with Timothy Partners, Ltd., filed as an Exhibit to Registrant’s Post-Effective Amendment on April 30, 2014, and incorporated herein by reference.
	(1.a)	Registrant’s Form of Amended Advisory Agreement with Timothy Partners, Ltd., and filed as an Exhibit to Registrant’s Post-Effective Amendment filed on January 28, 2020, and incorporated herein by reference.
	(2)	Copy of Sub-Investment Advisory Agreement by and between Timothy Partners, Ltd. and Chartwell Investment Partners, on behalf of the Timothy Plan Aggressive Growth Fund, and Timothy Plan Large/Mid Cap Growth Fund, filed as Exhibit B to Registrant’s Definitive Proxy, Form DEF 14A, on November 6, 2007, and incorporated herein by reference.
	(2.a)	Copy of Sub-Investment Advisory Agreement by and between Timothy Partners, Ltd. and Chartwell Investment Partners, on behalf of the and Timothy Plan Large/Mid Cap Growth Fund, filed as Exhibit B to Registrant’s Post Effective Annual Amendment on April 15, 2020, and incorporated herein by reference.
	(3)	Copy of Sub-Investment Advisory Agreement by and between Timothy Partners, Ltd. and Eagle Global Advisors , on behalf of the Timothy Plan International Fund, filed as an Exhibit to Registrant’s Post-Effective Amendment on May 2, 2007, and incorporated herein by reference.
	(3.a)	Copy of Sub-Investment Advisory Agreement by and between Timothy Partners, Ltd. and Eagle Global Advisors, on behalf of the Timothy Plan Israel Common Values Fund, filed as an Exhibit to Registrant’s Post-Effective Amendment on October 11, 2011, and incorporated herein by reference.
	(4)	Copy of Sub-Investment Advisory Agreement by and between Timothy Partners, Ltd. and Westwood Management Group, on behalf of the and Timothy Plan Small-Cap Value Fund, filed as an Exhibit to Registrant’s Post-Effective Amendment on April 27, 2006, and incorporated herein by reference.
	(4.a)	Copy of Sub-Investment Advisory Agreement by and between Timothy Partners, Ltd. and Westwood Management Group, on behalf of the Timothy Plan Large/Mid Cap Value Fund, filed as an Exhibit to Registrant’s Post-Effective Amendment on April 27, 2006, and incorporated herein by reference.
	(5)	Copy of Interim Sub-Investment Advisory Agreement with Timothy Partners, Ltd. and Barrow, Hanley & Mewhinney & Strauss, on behalf of the Timothy Plan Fixed Income Fund , Timothy Plan High Yield Bond Fund, Timothy Growth and Income Fund and Timothy Plan Defensive Strategies Fund Fixed Income Allocation dated November 17, 2020, filed as an Exhibit to Registrant’s Post Effective Annual Amendment on January 28, 2021, and incorporated herein by reference.
	(5.a)	Form of Sub-Investment Advisory Agreement with Timothy Partners, Ltd. and Barrow, Hanley & Mewhinney & Strauss, on behalf of the Timothy Plan Fixed Income Fund , Timothy Plan High Yield Bond Fund, Timothy Growth and Income Fund and Timothy Plan Defensive Strategies Fund Fixed Income Allocation, filed as an Exhibit to Registrant’s Post Effective Annual Amendment on January 28, 2021, and incorporated herein by reference.
	(6)	Copy of Interim Sub-Investment Advisory Agreement with Timothy Partners, Ltd. and Chilton Capital Management, LLC on behalf of the Timothy Plan Defensive Strategies Fund REIT Allocation, dated November 1, 2020, filed as an Exhibit to Registrant’s Post Effective Annual Amendment on January 28, 2021, and incorporated herein by reference.
	(6.a.)	Form of Sub-Investment Advisory Agreement with Timothy Partners, Ltd. and Chilton Capital Management, LLC on behalf of the Timothy Plan Defensive Strategies Fund REIT Allocation, filed as an Exhibit to Registrant’s Post Effective Annual Amendment on January 28, 2021, and incorporated herein by reference.
	(7)	Copy of Sub-Investment Advisory Agreement by and between Timothy Partners, Ltd. and CoreCommodity, LLC, on behalf of the Timothy Plan Defensive Strategies Fund, filed as Exhibit B to Registrant’s Definitive Proxy, DEF 14A, on November 5, 2013, and incorporated herein by reference.

	(8)	Copy of Sub-Investment Advisory Agreement by and between Timothy Partners, Ltd. and Victory Capital Management, Inc, on behalf of the Timothy Plan US Large Cap Core ETF, Timothy Plan US Small- Cap Core ETF, Timothy Plan International ETF, and Timothy Plan US High Dividend Stock ETF, filed as an Exhibit to Registrant’s Post-Effective Amendment filed on April 30, 2019, and incorporated herein by reference.
e.	Underwriting Contracts
	(1)	Form of Registrant’s Underwriting Agreement with Timothy Partners, Ltd., filed as an Exhibit to Registrant’s Post-Effective Amendment on July 22, 1997, and incorporated herein by reference.
	(1.a)	Form of Registrant’s Amendment to Underwriting Agreement with Timothy Partners Ltd. on behalf of the Timothy Plan Israel Common Values Fund, filed as an Exhibit to Registrant’s Post-Effective Amendment on October 11, 2011, and incorporated herein by reference.
	(1.b)	Form of Registrant’s Amendment to Underwriting Agreement with Timothy Partners Ltd. on behalf of the Timothy Plan Emerging Markets Fund , filed as an Exhibit to Registrant’s Post-Effective Amendment on November 30, 2012, and incorporated herein by reference.
	(1.c)	Form of Registrant’s Amendment to Underwriting Agreement with Timothy Partners Ltd. on behalf of the Timothy Plan Growth and Income Fund , filed as an Exhibit to Registrant’s Post-Effective Amendment on October 1, 2013, and incorporated herein by reference.
	(2)	Form of Registrant’s Underwriting Agreement with Foreside Distributors, on behalf of the Timothy Plan US Large Cap Core ETF, Timothy Plan US Small-Cap Core ETF, Timothy Plan International ETF, and Timothy Plan US High Dividend Stock ETF, filed as an Exhibit to Registrant’s Post-Effective Amendment filed on April 30, 2019, and incorporated herein by reference.
f.	Bonus or Profit-Sharing Contracts - Not Applicable
g.	Custodian Agreements
	(1)	Copy of Registrants Custodian Agreement with Star Bank N.A. (k/n/a U.S. Bank N.A.), filed as an Exhibit to Registrant’s Post-Effective Amendment on April 30, 2002, and incorporated herein by reference.
	(2)	Copy of Registrants Custodian Agreement with Citibank, N.A. for the Timothy Plan ETF Funds, filed as an Exhibit to Registrant’s Post-Effective Amendment on April 30, 2019, and incorporated herein by reference.
h.	Other Material Contracts
	(1)	Copy of Registrant’s Mutual Fund Services Agreement with Gemini Fund Services, Inc., filed as an Exhibit to Registrant’s Post-Effective Amendment on January 28, 2015 and incorporated herein by reference.
	(1.a)	Copy of Registrant’s 1st Amendment to Mutual Fund Services Agreement with Gemini Fund Services, Inc., filed as an Exhibit to Registrants Post-Effective Amendment and incorporated herein by reference.
	(1.b)	Copy of Registrant’s 2nd Amendment to Mutual Fund Services Agreement with Gemini Fund Services, Inc., filed as an Exhibit to Registrants Post-Effective Amendment and incorporated herein by reference.
	(1.c)	Copy of Registrant’s 3rd Amendment to Mutual Fund Services Agreement with Gemini Fund Services, Inc., filed as an Exhibit to Registrants Post-Effective Amendment and incorporated herein by reference.
	(2)	Copy of Registrant’s Transfer Agent, Administrative and Fund Accounting Agreement with Citi Fund Services Ohio and Citibank, N.A ., filed as an Exhibit to Registrant’s Post-Effective Amendment on April 29, 2019, and incorporated herein by reference.
	(3)	Trustee Powers of Attorney executed February 13, 18, 19, 2020, filed as an Exhibit April 15, 2020, and incorporated herein by reference.
	(3.a)	Trustee Powers of Attorney executed December 6, 2020 and January 15, 2021, filed as an Exhibit to Registrant’s Post Effective Annual Amendment on January 28, 2021, and incorporated herein by reference.
i.	Opinion and Consent of Counsel – Opinion and Consent of David Jones, Esq., filed as an Exhibit to Registrant’s Post-Effective Amendment on October 1, 2013, and incorporated herein by reference.
j.	Other Opinions-Consent of Independent Registered Public Accounting Firm, Cohen & Company Ltd., filed herewith.
k.	Omitted Financial Statements - None
l.	Initial Capital Agreements – Investment letters between the Registrant and its initial shareholders, filed as an Exhibit to Registrant’s Post-Effective Amendment on April 30, 1996, are hereby incorporated by reference.
m.	Rule 12b-1 Plans
	(1)	Registrant’s Plan of Distribution for Class A Shares, which was filed as an Exhibit to Registrant’s Post- Effective Amendment on March 18, 1999, and incorporated herein by reference.
	(2)	Registrant’s Plan of Distribution for Class C shares, which was filed as an Exhibit to Registrant’s Post-effective Amendment on March 18, 1999, and incorporated herein by reference.
	(3)	Registrant’s Amendment to Plan of Distribution for Class A Shares, adding the Timothy Plan High Yield Fund and Timothy Plan International Fund, which was filed as an Exhibit to Registrant’s Post-Effective Amendment on May 2, 2007, and incorporated herein by reference.
	(4)	Registrant’s Amendment to Plan of Distribution for Class C Shares, adding the Timothy Plan High Yield Fund and Timothy Plan International Fund, which was filed as an Exhibit to Registrant’s Post-Effective Amendment on May 2, 2007, and incorporated herein by reference.
	(5)	Registrant’s Amendment to Plan of Distribution for Class A Shares, adding the Timothy Plan Defensive Strategies Fund, which was filed as an Exhibit to Registrant’s Post-Effective Amendment on August 6. 2009, and is incorporated herein by reference.

	(6)	Registrant’s Amendment to Plan of Distribution for Class C Shares, adding the Timothy Plan Defensive Strategies Fund, which was filed as an Exhibit to Registrant’s Post-Effective on August 6, 2009, is hereby incorporated by reference.
	(7)	Registrant’s Amendment to Plan of Distribution for Class C shares, adding the Timothy Plan Israel Common Values Fund, filed as an Exhibit to Registrant’s Post-Effective Amendment on October 11, 2011, and incorporated herein by reference.
	(8)	Registrant’s Amendment to Plan of Distribution for Class A Shares, adding the Timothy Plan Israel Common Values Fund, which was filed as an Exhibit to Registrant’s Post-Effective Amendment on October 11, 2011, and incorporated herein by reference.
	(9)	Registrant’s amended Plan of Distribution for Class C shares, adding the Timothy Plan Growth and Income Fund, which was filed as an Exhibit to Registrant’s Post-Effective on October 1, 2013, is hereby incorporated by reference.
	(10)	Registrant’s amended Plan of Distribution for Class A shares, adding the Timothy Plan Growth and Income Fund, which was filed as an Exhibit to Registrant’s Post-Effective Amendment on October 1, 2013, is hereby incorporated by reference.
n.	Rule 18f-3 Plan
	(1)	Registrant’s Multiple Class Plan filed as an Exhibit to Registrant’s Post-Effective Amendment, on July 22, 1997 and incorporated herein by reference.
o.	Reserved
p.	Code of Ethics
	(1)	Form of Code of Ethics for the Timothy Plan and Timothy Partners Ltd., filed as an Exhibit to Registrant’s Post-Effective Amendment dated April 15, 2020, and incorporated herein by reference.
	(2)	Form of Code of Ethics of Barrow, Hanley, Mewhinney & Strauss, LLC, filed as an Exhibit to Registrant’s Post-Effective Amendment dated April 15, 2020, and incorporated herein by reference.
	(3)	Form of Code of Ethics of Chartwell Investment Partners, dated January 1, 2021, filed as an Exhibit to Registrant’s Post-Effective Amendment dated April 30, 2021, filed herewith.
	(4)	Form of Code of Ethics of Chilton Capital Management, LLC filed as an Exhibit to Registrant’s Post-Effective Amendment dated January 28, 2021, filed as an Exhibit to Registrant’s Post Effective Annual Amendment on January 28, 2021, and incorporated herein by reference.
	(5)	Form of Code of Ethics of Eagle Global Advisors, LLC, filed as an Exhibit to Registrant’s Post-Effective Amendment dated April 15, 2020, and incorporated herein by reference.
	(6)	Form of Code of Ethics of CoreCommodity, LLC, dated October 2020, filed as an Exhibit to Registrant’s Post-Effective Amendment dated April 30, 2021, filed herewith.
	(7)	Form of Code of Ethics of Westwood Management Corp., dated September 14, 2020, filed as an Exhibit to Registrant’s Post-Effective Amendment dated April 30, 2021, filed herewith.
	(8)	Form of Code of Ethics of Victory Capital Management, Inc. dated January 1, 2021, filed as an Exhibit to Registrant’s Post-Effective Amendment dated April 30, 2021, filed herewith.

101	XBRL Exhibits
EX-101.INS	XBRL Instance Document
EX-101.SCH	XBRL Taxonomy Extension Schema
EX-101.DEF	XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB	XBRL Taxonomy Extension Label Linkbase
EX-101.PRE	XBRL Taxonomy Extension Presentation Linkbase

  Item 29. Persons Controlled by or Under Common Control with Registrant - None

  Item 30. Indemnification

Under the terms of the Delaware Business Trust Act (effective 2002 the Delaware Statutory Trust Act) and the Registrant’s Agreement and Declaration of Trust and By-Laws, no officer or Trustee of the Trust shall have any liability to the Trust or its shareholders for damages, except to the extent such limitation of liability is precluded by Delaware law, the Agreement and Declaration of Trust or the By-Laws.

The Delaware Business Trust Act, section 3817, permits a business trust to indemnify any trustee, beneficial owner, or other person from and against any claims and demands whatsoever. Section 3803 protects a trustee, when acting in such capacity, from liability to any person other than the business trust or beneficial owner for any act, omission, or obligation of the business trust or any trustee thereof, except as otherwise provided in the Agreement and Declaration of Trust.

The Agreement and Declaration of Trust provides that the Trustees shall not be responsible or liable in any event for any neglect or wrong-doing of any officer, agent, employee, manager or principal underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, and, subject to the provisions of the By-Laws, the Trust out of its assets may indemnify and

hold harmless each and every officer and Trustee of the Trust from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to such Trustee’s performance of his or her duties as a officer or Trustee of the Trust; provided that nothing contained in the Agreement and Declaration of Trust shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any shareholder to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

The By-Laws provide indemnification for an officer or Trustee who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Trust), by reason of the fact that such person is or was an agent of the Trust, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if it is determined that such person acted in good faith and reasonably believed: (a) in the case of conduct in his official capacity as an agent of the Trust, that his conduct was in the Trust’s best interests and (b) in all other cases, that his conduct was at least not opposed to the Trust’s best interests and (c) in the case of a criminal proceeding, that he had no reasonable cause to believe the conduct of that person was unlawful.

The termination of any proceeding by judgment, order or settlement shall not of itself create a presumption that the person did not meet the requisite standard of conduct set forth above. The termination of any proceeding by conviction, or a plea of nolo contendere or its equivalent, or any entry of an order of probation prior to judgment, shall create a rebuttable presumption that the person did not meet the requisite standard of conduct set forth above.

The By-Laws further provide indemnification for an officer or Trustee who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Trust to procure a judgment in its favor by reason of the fact that the person is or was an agent of the Trust, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if that person acted in good faith, in a manner that person believed to be in the best interests of the Trust and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

The By-Laws provide no right to indemnification for any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of an officer’s or Trustee’s office with the Trust. Further no indemnification shall be made:

(a) In respect of any proceeding as to which an officer or Trustee shall have been adjudged to be liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person’s official capacity; or

(b) In respect of any proceeding as to which an officer or Trustee shall have been adjudged to be liable in the performance of that person’s duty to the Trust, unless and only to the extent that the court in which that action was brought shall determine upon application that in view of all the relevant circumstances of the case, that person is fairly and reasonably entitled to indemnity for the expenses which the court shall determine; however, in such case, indemnification with respect to any proceeding by or in the right of the Trust or in which liability shall have been adjudged by reason of the disabling conduct set forth in the preceding paragraph shall be limited to expenses; or

(c) Of amounts paid in settling or otherwise disposing of a proceeding, with or without court approval, or of expenses incurred in defending a proceeding which is settled or otherwise disposed of without court approval, unless the required approval as set forth below is obtained.

The By-Laws provide to the extent that an officer or Trustee has been successful, on the merits or otherwise, in the defense of any proceeding as set forth above before a court or other body before whom a proceeding was brought, the officer or Trustee shall be indemnified against expenses actually and reasonably incurred by the officer or Trustee in connection therewith, provided that the Board of Trustees, including a majority who are disinterested, non-party Trustees, also determines that based upon a review of the facts, the officer or Trustee was not liable by reason of the disabling conduct also as set forth above.

Except as provided for in the preceding paragraph, the By-Laws provide that any indemnification provided therein shall be made by the Trust only if authorized in the specific case on a determination that indemnification of the officer or Trustee is proper in the circumstances because the officer or Trustee has met the applicable standard of conduct as set forth above and is not prohibited from indemnification because of the disabling conduct also as set forth above, by:

(a)     A majority vote of a quorum consisting of Trustees who are not parties to the proceeding and are not interested persons of the Trust (as defined in the Investment Company Act of 1940);

(b)     A written opinion by an independent legal counsel; or

(c)     The shareholders; however, shares held by an officer or Trustee who is a party to the proceeding may not be voted on the subject matter.

The By-Laws permit expenses incurred in defending any proceeding as set forth above to be advanced by the Trust before the final disposition of the proceeding if (a) receipt of a written affirmation by the officer or Trustee of his good faith belief that he has met the standard of conduct necessary for indemnification as set forth therein and a written undertaking by or on behalf of the officer or Trustee, such undertaking being an unlimited general obligation to repay the amount of the advance if it is ultimately determined that he has not me those requirements, and (b) a determination would not preclude indemnification as set forth therein. Determinations and authorizations of payments must be made in the manner specified above for determining that the indemnification is permissible.

No indemnification or advance is permitted under the By-Laws, with limited exceptions as set forth therein, in any circumstances where it appears:

(a)     That it would be inconsistent with a provision of the Agreement and Declaration of Trust of the Trust, a resolution of the shareholders, or an agreement in effect at the time of accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or

(b)     That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

The Trustees and officers of the Trust are entitled and empowered under the Agreement and Declaration of Trust and By-Laws, to the fullest extent permitted by law, to purchase errors and omissions liability insurance with assets of the Trust, whether or not a Fund would have the power to indemnify him against such liability under the Agreement and Declaration of Trust or By-Laws.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the Trustees, the officers, the underwriter or control persons of the Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable.

  Item 31. Business and Other Connections of the Investment Manager

(1.) Covenant Funds, Inc., a Florida corporation and the managing general partner of the advisor, Timothy Partners, Ltd. Arthur D. Ally, is President and 75% shareholder of this corporation.

  Item 32. Principal Underwriter.

(1.a) Timothy Partners, Ltd. is the principal underwriter for the Trust and currently acts only as an underwriter for the Trust.

(1.b) The table below sets forth certain information as to the Underwriter’s directors, officers and control persons:

Name and Principal Business Address	Positions and Offices with the Underwriter	Positions and Offices with the Trust
Arthur D. Ally 1055 Maitland Center Commons Maitland, FL 32751	President of Timothy Partners, Ltd.	Chairman, President and Treasurer

  (1.c) None

  Item 33. Location of Accounts and Records.

Each account, book or other document required to be maintained by Section 31(a) of the 1940 Act and Rules 17 CFR 270.31a-1 to 31a-3 promulgated thereunder, is maintained by the Trust at 1055 Maitland Center Commons, Maitland, Florida 32751, except for those maintained by the Trust’s custodians, US Bank, N.A., 425 Vine Street, Cincinnati, Ohio, 45202, CitiBank, N.A. 388 Greenwich Street, New York, NY 10013 and the Registrant’s administrator, transfer, redemption/ dividend disbursing agent and accounting services agent, Gemini Fund Services, Inc., 4221 N. 203rd St, Suite 100, Elkhorn, NE 68022-3474.

Each adviser (or sub-adviser) will maintain physical possession of the accounts, books and other documents required to be maintained by Rule 31a-1(f) at the address of record for each separate series of the Trust that the adviser manages.

  Item 34. Management Services None

  Item 35. Undertakings.

Registrant hereby undertakes, if requested by the holders of at least 10% of the Registrant’s outstanding shares, to call a meeting of shareholders for the purpose of voting upon the question of removal of a director(s) and to assist in communications with other shareholders in accordance with Section 16(c) of the 1940 Act, as though Section 16(c) applied.

Registrant hereby undertakes to furnish each person to whom a prospectus is delivered with a copy of its latest annual report to shareholders, upon request and without charge.

Registrant hereby undertakes to carry out all indemnification provisions of its Agreement and Declaration of Trust and By-Laws in accordance with Investment Company Act Release No. 11330 (Sept. 4, 1980) and successor releases.

Insofar as indemnifications for liability arising under the Securities Act of 1933, as amended (“1933 Act”), may be permitted to directors, officers and controlling person of the Registrant pursuant to the provision under Item 27 herein, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication.

EXHIBIT INDEX

Exhibit Number	Description
EX.28.j	Consent of Independent Registered Public Accounting Firm
EX.28.p.(3)	Form of Code of Ethics Chartwell Investment Partners
EX.28.p.(6)	Form of Code of Ethics CoreCommodity, LLC
EX.28.p.(7)	Form of Code of Ethics Westwood Management Corp.
EX.28.p.(8)	Form of Code of Ethics Victory Capital Management, Inc.
EX-101.INS	XBRL Instance Document
EX-101.SCH	XBRL Taxonomy Extension Schema
EX-101.DEF	XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB	XBRL Taxonomy Extension Label Linkbase
EX-101.PRE	XBRL Taxonomy Extension Presentation Linkbase

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, The Timothy Plan (the “Trust”) hereby certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the city of Maitland and the State of Florida on April 15, 2021.

THE TIMOTHY PLAN

By: /s/ Arthur D. Ally

ARTHUR D. ALLY

Chairman, President and Treasurer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Arthur D. Ally\ ARTHUR D. ALLY	Chairman, President, Treasurer &Trustee	April 15, 2021
/s/ Mathew D. Staver* MATHEW D. STAVER	Trustee	April 15, 2021
/s/ Deborah Honeycutt* DEBORAH HONEYCUTT	Trustee	April 15, 2021
/s/ Dale Bissonette* DALE BISSONETTE	Trustee	April 15, 2021
/s/ Scott Preissler, Ph.D.* SCOTT PREISSLER, Ph.D.	Trustee	April 15, 2021
/s/ Alan M. Ross* ALAN M. ROSS	Trustee	April 15, 2021
/s/ Richard W. Copeland* RICHARD W. COPELAND	Trustee	April 15, 2021
/s/ Abraham M. Rivera* ABRAHAM M. RIVERA	Trustee	April 15, 2021
/s/ William W. Johnson* WILLAM W. JOHNSON	Trustee	April 15, 2021
/s/ John C. Mulder* JOHN C. MULDER	Trustee	April 15, 2021
/s/ Patrice Tsague* PATRICE TSAGUE	Trustee	April 15, 2021

*Signed pursuant to a Power of Attorney by Arthur D. Ally.

EX-99.28.J

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated February 12, 2021, relating to the financial statements and financial highlights of Timothy Plan Conservative Growth Portfolio Variable Series and Timothy Plan Strategic Growth Portfolio Variable Series, two of the portfolios constituting The Timothy Plan, for the year ended December 31, 2020, and to the references to our firm under the headings “Financial Highlights” in the Prospectus and “Independent Registered Public Accounting Firm” in the Statement of Additional Information.

COHEN & COMPANY, LTD.

Cleveland, Ohio

April 13, 2021

EX-99.28.P.(3)

CODE OF ETHICS

January 1, 2021

CONFIDENTIAL

Chartwell Investment Partners, LLC

Code of Ethics

Table of Contents

A.	Chartwell Code of Ethics	2
B.	Code of Conduct	3
C.	Personal Securities Transactions	3
D.	Initial Public Offerings (“IPO”) and Private Placements	10
E.	Gifts and Entertainment	10
F.	Political Contributions	11
G.	Outside Business Activities	12
H.	Insider Trading and Protection of Confidential Information	13
I.	Administration of Code of Ethics, Reporting Violations and Sanctions	15

Note: As of February 1, 2021, Chartwell Investment Partners, LLC will have migrated to an automated system for reporting and approval of employee personal trading, gifts and entertainment, political contributions, and periodic attestation activity. MyComplianceOffice (“MCO”) is the compliance system Chartwell has chosen to utilize for compliance activities and monitoring. MCO has been added to Code of Ethics and referenced throughout.

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A. Chartwell Code of Ethics

Chartwell Investment Partners (“Chartwell”), an SEC Registered Investment Adviser, is bound to uphold Rule 204A-1, the Code of Ethics rule. This Code is designed to comply with Rule 17j-l of the Investment Company Act of 1940 (“1940 Act”) and Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”). Rule 17j-1 and Rule 204A-1 apply because Chartwell serves as investment adviser to registered investment companies (collectively referred to as the “Fund(s)”), as well as other individual and institutional customers. This Code seeks to serve and safeguard Chartwell’s clients by setting forth provisions reasonably necessary to ensure compliance with applicable federal securities laws¹.

All Chartwell Associates (“Associates”)² must act in accordance with this Code of Ethics and Personal Trading Policy and are deemed to be Access Persons in accordance with Rule 204A-1. All Associates, including anyone who provides advice on the firms’ behalf and has access to client and/or proprietary (nonpublic) information are covered by this Code of Ethics and subject to the policies and procedures herein.³ The Code of Ethics is based on the principle that all Chartwell Associates owe a fiduciary duty to the Firm’s clients to conduct their affairs, including their personal securities transactions, at all times in accordance with federal securities laws and in such a manner as to avoid: (i) serving their own personal interests ahead of clients; (ii) taking advantage of their position; and (iii) any actual or potential conflicts of interest.

Please direct any questions about the Chartwell Code of Ethics or the policies or procedures herein to the Chief Compliance Officer (“CCO”) or Compliance Department (“Compliance”). All violations of the Code of Ethics must be reported immediately to Compliance. Pursuant to SEC Regulation 21F, the Securities Whistleblower Incentives and Protection, Chartwell will not retaliate against any Associate who in good faith, self-reports a violation or reports a violation observed in respect of another Associate.

With regard to Chartwell’s service as investment adviser to the Fund(s), Rule 17j-1 imposes additional duties. Under Rule 17j-1, it is unlawful for certain persons, including any officer, director or trustee of the Adviser, in connection with the purchase or sale by such person of a security “held or to be acquired” by the Fund:⁴

I. To employ any device, scheme or artifice to defraud the Fund;

¹ “Federal Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

² Includes all employees, partners, officers, temporary employees engaged by Chartwell for a period longer than 3 months, and other persons who provide advice on the firms’ behalf.

³ Members of the firm’s Board of Directors are not subject to personal trading policies unless such Directors are involved in making securities recommendations to clients or have access to such recommendations that are nonpublic or have access to nonpublic information regarding client transactions or the portfolio holdings of any reportable fund hereunder.

⁴ A security “held or to be acquired” is defined as (a) if within the most recent fifteen (15) days it (i) is or has been held by the Trust or any other Client, or (ii) is being or has been considered by the Trust for purchase by the Trust or any other client, and (b) any option to purchase or sell, and any security convertible into or exchangeable for such a security.

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II. To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

III. To engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Fund; or

IV. To engage in any manipulative practice with respect to the Fund.

B. Code of Conduct

I. Associates must put the interests of Chartwell clients first before their self-interest and interests of Chartwell.

II. Associates must avoid any actual or potential conflicts of interest between themselves, Chartwell and Chartwell’s clients.

III. Associates must conduct personal trading activities in a manner consistent with this Code of Ethics.

IV. Associates must not use his or her position with Chartwell or any investment opportunities he or she learns of because of his or her position with Chartwell, to the detriment of Chartwell’s clients.

V. Associates must comply fully with all applicable federal securities laws and regulatory requirements.

VI. Associates should promptly report any situation or transaction that could be perceived to be an actual or potential conflict of interest or risk to the business or violation of this Code to Compliance.

C. Personal Securities Transactions

Consistent with the principles outlined in the Chartwell Code of Conduct, Associates are not permitted to ‘front-run’ any securities transactions of a client, or to ‘scalp’ by making recommendations for clients with the intent of personally profiting from personal holdings or transactions in the same or related securities.

Even if not specifically prohibited in the definitions as defined here (see ‘Definitions’), certain personal trading activities may create or appear to create conflicts of interest. If an Associate has any doubt whether a personal trade raises a conflict of interest, the Associate should consult Compliance before trading. If the CCO determines that a certain personal trading activity is not permitted, the Associate must refrain from or terminate the activity immediately.    

The personal trading requirements, restrictions and reporting obligations in this Code of Ethics apply to all Associates and their Immediate Family Members (see ‘Definitions’). All Associates and their Immediate Family Members may only effect personal securities transactions in Pre-clearance Securities (see ‘Definitions’) if pre-clearance has been approved by Compliance, subject to the guidelines herein.

3

All personal securities transactions approved by Compliance must be executed by the end of the next calendar day following the date of the approval. If the transaction is not executed by the end of the calendar day following the date of approval, the securities transaction must be re-submitted for approval by Compliance prior to transacting. Associates cannot place any “limit” “good until cancelled” or “stop” that does not expire on the following day on which approval was granted.

I. Definitions

Approved Brokers – Associates are required to open broker accounts that hold or could hold Covered Securities with an Approved Broker. With the exception of grandfathered broker accounts (accounts opened by existing employees prior to January 1, 2021), all personal accounts must be held with brokers on the below list of Approved Brokers:

1) Ameriprise

2) Bank of America Merrill Lynch

3) E*Trade

4) Fidelity

5) Interactive Brokers

6) LPL

7) Morgan Stanley

8) Schwab

9) TD Ameritrade

10) UBS

11) Vanguard

12) Wells Fargo

Automatic Broker Feed – an electronic connection between your broker and MCO which automatically feeds transactions and holding information to Compliance for your Reportable Accounts. Associates who have Automatic Broker Feeds generally do not need to provide transactions or holdings reporting as required at quarter and year ends; however, any Reportable Accounts with Automatic Broker Feeds must always be registered in MCO. Associates must add a new Reportable Account to MCO as soon as it is established and no later than the subsequent quarter end as part of the quarterly Reportable Account attestation. Failure to do so will result in a violation of the Code of Ethics which requires that all holdings and transactions are reported within 30 days of quarter end.

Automatic Investment Plan – An Automatic Investment Plan is a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with predetermined schedules and allocations. An automatic investment plan includes 401(k) plans and dividend reinvestment plans. Transactions in Automatic Investment Plans are exempt from reporting and pre-clearance.

Beneficial Ownership – A person has beneficial ownership of a security if he or she, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares direct or indirect interest in the security. This definition has the same meaning as in Securities Exchange Act Rule 16a-1(a)(2).

4

Blackout Period – All Pre-clearance Securities traded by client accounts have a blackout period of 3 calendar days before and 3 calendar days after the client account trade in which Associates are restricted from purchasing or selling the same security.

Covered Securities – includes all securities, derivatives, bank debt, trade claims and similar investments unless specifically excluded below. Covered Securities include, without limitation, the following:

1) Debt and equity securities (inclusive of both public and private securities), including Initial Public Offerings (“IPO”)

2) Futures, warrants, options and swaps on any securities, currencies, interest rates or commodities

3) Direct obligations of state and municipal governments

4) Convertible bonds

5) Derivatives

6) Exchange-traded funds (“ETF”), Exchange-traded notes (“ETN”) or options thereon

7) Private Placements including transactions in limited offerings

8) Chartwell managed and sub-advised open-end and closed-end mutual funds (“Reportable Funds”)⁵

9) Unit investment trusts

10) Closed-end mutual funds and open-end mutual funds not registered in the U.S.

The term “Covered Securities” does not include the following:

1) Direct obligations of the Government of the United States (such as treasury bills, notes, bonds and derivatives thereof)

2) Money market instruments - bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high-quality short-term debt instruments

3) Shares issued by money market funds

4) Share issued by open-end mutual funds registered in the U.S., and are not Chartwell managed and sub-advised closed-end and open-end mutual funds (Reportable Funds)

Immediate Family - Immediate Family includes an Associate’s spouse or domestic partner, children under the age of 18 (regardless of whether or not sharing the same household) and any of the following relationships sharing the same household: child over the age of 18, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships.

Managed Account – Blind trusts (where there is no visibility over the selection of investments and no control over them), discretionary accounts (where a broker/wealth manager acts with complete discretion and you and your immediate family do not communicate with the broker/wealth manager in

⁵ “Reportable Fund” means (a) any fund for which Chartwell serves as the investment adviser as defined in section 2(a)(20) of the Investment Company Act of 1940; or (b) any fund whose investment adviser or principal underwriter controls Chartwell, is controlled by Chartwell, or is under common control with Chartwell. Currently, the Chartwell Income Fund, Chartwell Short Duration High Yield Fund, Chartwell SCV Fund, Chartwell SCG Fund, Chartwell MCV Fund, FFA, Timothy Plan and Pear Tree Quality Fund are considered to be Reportable Funds.

5

advance of trades) or other accounts over which you do not have any influence or control are Reportable Accounts but do not require pre-clearance of Covered Securities.

For any new Managed Accounts, you must complete a disclosure (through MCO) which includes information about the account, broker/wealth manager, and other pertinent information. Compliance requires that the broker/wealth manager provide certification that the broker/wealth manager has complete discretion over the account and provide other relevant information. Annually, Associates must complete the Managed Account Disclosure covering any Managed Accounts held during the year.

Manual Broker Feed Account– A Reportable Account that does not have an Automatic Broker Feed. Associates will be required to input trades and holdings into MCO for all Manual Broker Feed Accounts. Quarterly, Associates will need to provide trade confirmations for all trades of Covered Securities and broker account statements for all holdings. Trade confirms and account statements should be uploaded into MCO. Associates are not permitted to open new Manual Broker Feed Accounts. New Reportable Accounts must be opened with an Approved Broker (see Approved Brokers for list).

Pre-clearance Security – Any Covered Security below is considered a pre-clearance Security:

1) Equities (from any country)

2) IPOs

3) Private placements

4) Equity-like securities (warrants, options, futures, swaps, etc. on individual equities)

5) Convertible bonds, corporate debt, and all other fixed income securities

6) Chartwell managed and sub-advised mutual funds (Reportable Funds)

Pre-clearance Securities do not include the following:

1) Municipal bonds

2) Mutual funds (excluding Chartwell Reportable Funds)

3) ETFs and ETNs

4) ETF and ETN options

5) Derivatives on indexes or commodities

6) Unit investment trusts

Reportable Account – Any broker, dealer or bank account held for the direct or indirect benefit for you or your immediate family and which contain or could contain Covered Securities. The personal account trading and reporting rules apply to all Reportable Accounts in which you or your immediate family have direct or indirect control and include:

- Accounts in the name of or registered to you

6

- Accounts registered to your immediate family

- Accounts in which you or your immediate family is a beneficiary or you or they have a beneficial interest

- Accounts in which you or your immediate family directly or indirectly control (such as a trustee), participates in, or have the right to control or participate in, investment decisions

- Managed Accounts

Associates do not need pre-approval from Compliance to open a new Reportable Account, but all new accounts opened must be with an Approved Broker, unless a request is submitted to the CCO for approval to open an account outside of the Approved Broker List above.

A Reportable Account does not need to hold Covered Securities, but only needs to be capable of holding them.

Restricted List – Securities included on the restricted list, for which no Covered Securities can be transacted (all pre-clearance requests will be denied), include the following:

1) Any securities which are actively traded in client accounts (as defined by any/all trades in the OMS system - Bloomberg) are restricted for trading in personal accounts.

2) Any securities in which the investment teams anticipate transacting for client accounts are restricted for trading in personal accounts.

3) Any securities which Compliance identifies as restricted due to potential or confirmed receipt of material nonpublic information or for any other reason as identified by Compliance.

II. Pre-approval Requirements

1) All Associates must pre-clear transactions in Pre-clearance Securities (as defined in Section I) for yourself and your Immediate Family (as defined in Section I) in MCO. If approval is granted by Compliance the trade (if you chose to execute) must be placed within 2 calendar days. Approval is valid for the calendar day on which the approval was granted and the following calendar day. Once an approval has expired after 2 calendar days, you cannot trade in the approved security unless you re-submit a new pre-clearance request in MCO at that time.

2) If you do trade in a Pre-clearance Security than you will need to report the transaction in MCO which can be done either:

i. Through an Automatic Broker Feed, in which case you do not need to take any further action.

ii. For Manual Broker Feed Accounts, by manually updating the MCO system with a trade and then ensuring that your holdings are accurate. You will need to provide a trade confirmation directly from your broker for each transaction in Covered Securities when you complete your quarterly declaration.

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3) Personal trades of TriState Capital Holdings (“TSC”) securities require pre-approval by TriState’s General Counsel in addition to the equity trade pre-approval required by the Chartwell Code of Ethics. TSC pre-clearance requests are submitted to TSC’s General Counsel via an email with the completed TriState Pre-Clearance Notice and Request Form (see Attachment A for a sample form), which is reviewed and approved by TriState’s General Counsel. The pre-approval request must be made at least 2 business days prior to executing the transaction. TriState’s pre-approval is required before any transactions of TSC can be executed. All trades of TriState stock are subject to TriState’s policies and procedures and must comply with all of TriState’s regulatory requirements. All TSC trades are also subject to all Chartwell personal trade policies and procedures. For pre-approval by Chartwell Compliance, the request should be submitted in MCO in the same form used for all equity trade requests. TSC trades must be approved by both TriState and Chartwell; Any TSC pre-clearance that is denied by either TriState or Chartwell prohibits the trade of TSC stock.

4) Short sales are prohibited for all Covered Securities transactions

5) Pre-clearance is not required for:

i. Purchases or sales over which the Associate has no direct or indirect influence or control

ii. Transactions that are not Pre-clearance Securities

iii. Transactions effected in Managed Accounts

iv. Transactions effected within an Automatic Investment Plan

v. Gifts or Donations of securities

III. Holding Period and Trade Limits

Holding Period

All Pre-clearance Securities bought or sold by Associates after obtaining approval by Compliance will be subject to the 60-day holding period which prohibits Associates from selling the security until held for 60 days or buying the security within 60 days of selling the same security. Purchases of stock options are only allowed for options with expiration dates greater than 60 days from the date of purchase in order to ensure there are no violations of the 60-day holding period.

Transactions of shares in Chartwell Reportable Funds require pre-approval; however, if the employee engages in short-term trading (as defined by fund prospectus) this is considered a violation of the personal trading policies and Code of Ethics herein.

Trade Limits

Associates are allowed to execute a maximum of 10 Pre-clearance Security trades in a single calendar month with an annual (calendar year) limit of 60 Pre- clearance Security trades. Trades that do not require pre-clearance are not subject to nor included in the trade limits.

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IV. Reporting Requirements

New Associate Reporting Requirements

New Associates must do the following within 10 calendar days of their date of hire or qualification as an Associate under the Code of Ethics:

a) Enter all Reportable Accounts for yourself and Immediate Family into MCO.

b) Ensure that all of you and your Immediate Family’s Holdings in Covered Securities are entered into MCO.

c) Associates with an Automatic Broker Feed will need to ensure that holdings are updated accurately through the feed. Associates with a Manual Broker Feed Account will need to enter holdings into the system manually.

d) Provide holdings statements for each of you and your Immediate Family’s Reportable Accounts if you have a Manual Broker Feed Account. The holding statements must be dated no more than 45 days prior to the individuals date of hire.

e) Submit an Initial Compliance certification in MCO.

Failure to complete these requirements for new Associates is logged as a breach of this Code of Ethics. New Associates are permitted to divest their entire holdings portfolio of Covered Securities in the first 10 calendar days of employment and do not need to seek pre-clearance for these sales; however, Compliance should be notified of this decision. If you choose not to divest your holdings than you may be declined permission to sell one or more of your Covered Securities during your employment. In addition, all new Associates will be required to utilize only brokers from the Approved Brokers list.

Periodic Reporting Requirements for all Associates

a) Quarterly Certifications

Each quarter, MCO will send a request to complete a certification of trades and holdings reported in MCO. All Covered Security trades made during the quarter and all holdings of Covered Securities as of the last day of the quarter, must be accurately reflected in MCO. Trades and holdings from an Automatic Broker Feed should be reviewed and manual entries of trades and holdings in Manual Broker Feed Accounts must be added to MCO. Associates who do not hold Covered Securities or Reportable Accounts must attest to that quarterly as part of the certification. Associates must report any new Reportable Accounts opened during the quarter as part of the certification. Failure to report a new Reportable Account within 30 days of the quarter end during which the account was opened is considered a violation of our personal transaction policies. Associates with Manual Broker Feed Accounts will be required to upload trade confirmations and broker account statements to MCO for all Covered Securities. Quarterly reporting must be completed within 30 days of the end of the calendar quarter.

b) Annual Holdings Report

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No later than January 30 of each year, MCO will require you to review and report on the holdings included in MCO as of December 31st and attest to compliance with personal trading policies in an Annual Holdings Report. The Annual Holdings Report requires that you attest to your Reportable Accounts and Covered Securities as of December 31 of the prior year. In addition, the Annual Holdings Report also requires you to confirm that you have read and understand the Code of Ethics and have complied with its requirements, and that you understand that it applies to all Associates and their Immediate Family. Associates with a Manual Broker Feed Accounts will need to upload the December 31 Broker Statements into MCO.

Exceptions from reporting requirements. You are not required to include or report on:

1) Any securities held in accounts over which you personally had no direct or indirect influence or control

2) Transactions effected pursuant to an Automatic Investment Plan

D. Initial Public Offerings (“IPO”)6 and Private Placements

Private placements and limited offerings7 must be pre-cleared through MCO and Associates must ensure the investment is recorded as a private investment in MCO. Pre-clearance approval is required to acquire, make additional investments in, and dispose of private investments. Private placements include any investments in private companies or limited partnerships. All private placements and limited offerings must be certified annually that such investments are still held and there are no changes to the list of private holdings reported in MCO.

Pre-clearance approval for an investment in an IPO should be submitted in MCO. This requirement also applies to IPOs for which an Associate has an existing investment in the private holding.

E. Gifts and Entertainment    

No Chartwell funds or property may be used for any unlawful or unethical purpose, nor may any employee attempt to purchase privileges or special benefits through payment of bribes, kickbacks, or any other form of “payoff”. Customary and normal courtesies in conformance with the standards of the industry are allowable except where prohibited by applicable laws or rules. Particular care and good judgment is required when dealing with federal, state or local government officials to avoid inadvertent violations of government ethics rules. Accordingly, no entertainment, gifts or any other items of value should be provided to any official of a governmental body with which the Firm does or is seeking to do business or which has jurisdiction over the activities of the Firm, without the prior approval by Compliance, as described in the following Gifts and Entertainment policies:

⁶ “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

⁷ “Limited Offering” is defined as an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rules 504,505, or 506 of Regulation D.

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I. Gifts

Associates are not permitted to accept or give anything valued above the de minimis amount of $100, either directly or indirectly, from/to any persons or entities doing business with Chartwell (including but not limited to broker-dealers, service providers, clients or prospective clients). In certain cases, Associates may accept or give gifts of greater than de minimis value ($100) only if pre-approved by Compliance.

In order to prevent any conflicts of interest on behalf of Chartwell client or prospective clients, Compliance will keep record of all greater than de minimis gifts accepted or given.

II. Entertainment

During the course of servicing existing client accounts, Associates may entertain clients over a meal, golf outing or other sporting event. Often times, Chartwell will also sponsor client hosted events either business related or charitable with cash contributions. These forms of entertainment may directly or indirectly benefit Chartwell in the retention of existing clients or acquisition of prospective clients. To that extent, it is Chartwell’s general policy that employees not provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of Chartwell.

In order to prevent any conflicts of interest on behalf of our clients or prospective clients, Compliance will keep record of all greater than de minimis ($500 or more) entertainment accepted or given and will perform quarterly review of such activity.

The annual maximum value of all gifts and entertainment which can be received by an employee from all sources that do or seek to do business with or on behalf of Chartwell is $2,500, unless pre-approved by Compliance prior to exceeding such limit.

F. Political Contributions

Chartwell Associates and their spouses, may not make political contributions, either directly or indirectly, to any elected official, any candidate for office, any successful candidate, or any political party in any state in the United States or any political subdivision thereof, without prior approval from Compliance. Contributions include anything of value (i.e. donation of office space or resources) even if not a cash contribution.

Associates and their spouses may not solicit or coordinate campaign contributions from others for any elected official, any candidate for office, any successful candidate, or any political party in any state in the United States or any political subdivision thereof, without prior approval from Compliance. Solicitation and coordination activities include hosting or sponsoring fundraising events.

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Associates and their spouses may not make contributions to a candidate’s political action committee (“PAC”) or Super PAC, without prior approval from Compliance. This prohibition does not apply to contributions to national committees or governing bodies of any recognized national political party or to other PACs not connected to any candidate or official or small group of candidates or officials; however, all PAC contributions must be reported to Compliance prior to making the contribution.

All pre-approval requests for any of the political contributions as outlined herein should be submitted to Compliance for review and approval prior to being made. If Compliance denies the request to make a political contribution, the activity requested should not be conducted in any circumstance. Pre-approval requests must be submitted through MCO. Contribution limits for state and local elections are typically $150 per election per candidate if the Associate is not eligible to vote in that election and $350 per election per candidate if the Associate is eligible to vote in the election of that candidate. Generally, all contributions to candidates for federal office are allowed after pre-approval with the exception of any candidate for federal office who is a current state or local government official, in which case all contributions greater than $150 are prohibited. Each political contribution pre-approval request is reviewed for the specific circumstances and there may be other factors or reasons for which a request is denied even if within these guideline contribution limits.    

Any PAC contributions which are not prohibited by the rules described herein and do not require Compliance approval must still be reported to Compliance prior to making any such contribution, which should be done through MCO.

Immediately upon employment (with 10 days of start date), new Chartwell Associates must attest to and report all (i) contributions to any elected official, any candidate for office, any successful candidate or any political party in any state in the United States or any political subdivision thereof and (ii) payments to a political party or to a PAC, in each case, within the previous two years of date of employment.

G. Outside Business Activities

No employee shall be employed by, or accept any remuneration from, or perform any services for, any person or entity, including serving as a director of a, trustee or general partner of a partnership, public or private corporation, not-for-profit, or other entity, other than Chartwell or an Affiliate of Chartwell, without prior approval by the CCO. In no event should any employee have any outside employment that might cause embarrassment to or jeopardize the interests of the Firm, interfere with its operations, or adversely affect his or her productivity or that of other employees. CCO approval may require detailed information concerning any proposed outside activity, including the number of hours involved and the compensation to be received. If an employee receives approval to engage in an outside business activity and subsequently becomes aware of a material conflict of interest that was not disclosed when the approval was granted, the conflict must be promptly brought to Compliance. Outside Business Activity pre- approval requests should be submitted to Compliance using the Outside Business Activity pre-approval form in MCO.

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All new Associates of Chartwell must report all outside business activities to Compliance upon hire, and annually all Associates of Chartwell must certify that the existing disclosure of all outside business activities is correct.

H. Insider Trading and Protection of Confidential Information

Chartwell Associates may have access to confidential information about clients, investment advice provided to clients, securities transactions being affected for clients’ accounts and other sensitive information. In addition, Associates may come into possession of information that is material and nonpublic. Associates are prohibited from using confidential or material nonpublic information (“MNPI”) for any manipulative, deceptive or fraudulent purposes. Associates have legal and ethical responsibilities to safeguard and prevent misuse of material nonpublic and confidential information.

I. Insider Trading

All Chartwell Associates are required to refrain from trading on the basis of inside information about Chartwell, its affiliates, clients or any securities. The term “insider trading” is generally used to refer to inappropriate or unauthorized dissemination of MNPI. It is important to note that unauthorized use of MNPI is not limited to trading on illegally obtained MNPI. To the extent MNPI is converter to unauthorized recipients (“tippees”), the crime of insider trading may be deemed to have occurred regardless of whether any benefit was conveyed to the tipper of the MNPI. The following three scenarios would trigger enforcement action for insider trading:

1) Trading by an insider, while in possession of MNPI.

2) Trading by a non-insider (tippee or “outsider”) while in possession of MNPI, where the information was either disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated by the non- insider without the knowledge of the insider.

3) Communicating MNPI to non-authorized parties regardless of their intent to use the information.

The section below provides information to assist Associates in determining if they are in possession of inside information.

Who is an insider?

Insiders of a company include its officers, directors, and employees or other Access persons, and may also include a controlling shareholder or other controlling person. A person who has access to information about the company because of some special trust or other confidential relationship with a company is considered a temporary insider of that company. Lawyers, auditors, financial institutions, and certain consultants and all their officers, directors or partners, and employees are all likely to be temporary insiders of their clients.

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What is “Material” information?

Information is material when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, if disclosing certain information will have a substantial effect on the price of a company’s securities, or on the perceived value of the company, or of a controlling interest in the company, the information is material. However, information may be material even if it does not have any immediate direct effect on price or value.

What is “Nonpublic” information?

Information about a publicly traded security or issuer is “public” when it has been dissemination broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public.

Examples of Material Nonpublic Information

The following are some examples of MNPI which advisers routinely collect:

1) Social security numbers of investors or employees

2) Information contained in non-disclosure agreements (“NDAs”) that are issued or executed by the adviser

3) Terms and conditions of constituent documentation

How to identify MNPI

Before executing any securities transaction for your personal account or for others, you must consider and determine whether you have access to MNPI. If you think you might have access to MNPI you should take the following steps:

1) Report the information and proposed trade immediately to Compliance

2) Do not purchase or sell the securities on behalf of yourself or others

3) Do not communicate the information inside or outside Chartwell, other than to Compliance.

II. Protection of Confidential Information

Information concerning (i) what securities are followed by investment managers; (ii) specific recommendations made to clients by investment managers; or (iii) prospective securities transactions by clients of Chartwell (including portfolio holdings) is strictly confidential. Under some circumstances, this confidential information may be material and nonpublic. Only business related third parties receive holdings information such as the client’s custodian bank and a third-party proxy voting agent.

Associates who access confidential information should ensure they take appropriate measures to protect it and should only disclose confidential information to anyone on a strict need-to-know basis.

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I. Administration of Code of Ethics, Reporting Violations and Sanctions

I. Compliance shall notify each person who becomes an Associate of their reporting requirements no later than 10 days subsequent to their first day of initial employment or date at which a person first qualifies for consideration as an Associate. Compliance will provide each Associate with a copy of this Code of Ethics and any amendments. Copies of this Code of Ethics and any amendments will be provided via MCO and will be available to Associates at all times through MCO.

II. All Associates must provide written acknowledgement of receipt, review and understanding of this Code of Ethics upon qualification as an Associate, on an annual basis thereafter and periodically as amended thereto. Written acknowledgement will be made through MCO where all electronic records will be retained for the applicable periods as required by Books and Records rules. Any non-electronic or paper records and forms will be retained and preserved in an accessible location.

III. Compliance will review all reports submitted pursuant to this Code of Ethics to determine that all Associate’s personal trades are compliant with the rules and restrictions set forth in this Code of Ethics, and do not otherwise indicate a violation of these policies or improper activities inconsistent with Chartwell’s business principles as defined in the Code of Conduct.

IV. When, upon Compliance review, reporting indicates a potential violation of these policies, Compliance will inquire and, in some instances, seek employee explanation or request evidence to determine that a violation has occurred.

V. Compliance will report (written using a standard template) all violations of this Code of Ethics and proposed disciplinary actions to the Compliance Committee, who will approve the disciplinary action for the violation, based on reporting and recommendation of the CCO. The CCO must be in attendance for all Compliance Committee discussions as it relates to Code of Ethics violations. Should a member of the Compliance Committee violate this Code of Ethics then determination will be made by Compliance Committee members without input or involvement from the member who committed the violation.

VI. Compliance will communicate to Associates in writing (typically delivered via email), notification of the violation and disciplinary actions upon determination by the Compliance Committee. This communication will also remind Associates of their obligations and potential consequences of further violations. Associates will be required to acknowledge the violation in writing (typically via email reply) that will be maintained for records.

VII. Records of all violations of the Code of Ethics and the disciplinary action taken as a result of the violation will be memorialized by Compliance in a log containing all historical violations from, at a minimum, the previous 5 years. The log will be maintained accessible electronically.

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VIII. Material violations will be reported periodically, either upon request or at Management Committee discretion, to Chartwell clients, quarterly to the Fund Board of Trustees and annually to the Chartwell Board of Directors. Rule 17j-1 requires that the Adviser adopt a written Code of Ethics (a separate document), which must be approved by the Board of Trustees of the Fund(s). Prior to approval, the CCO must submit a certification to the Board of Trustees that Chartwell has adopted the procedures contained herein which are reasonably designed to prevent Associates from violating the Code of Ethics.

IX. Material changes to this Code of Ethics must be approved by the Board of Trustees within 6 months of the adoption of the change.

X. Disciplinary actions as prescribed by the Compliance Committee will reflect the consideration of known facts and circumstances of the violation. Such disciplinary actions will be specific to the violation that occurred but can include financial sanctions, suspension of trading privileges for up to 6 months or prohibit trading for remainder of employment at Chartwell. Violations can also result in termination of employment, as compliance with the policies in this Code of Ethics and behaving oneself in a manner consistent with the Chartwell Code of Conduct is a condition of employment at Chartwell.

XI. The Compliance Committee may except any person, security or transaction from any specific provision of this Code of Ethics. The Compliance Committee will prepare a report documenting the nature of any exception granted, the persons involved and the reasons for granting such exception. Any approval or exception granted by the Compliance Committee under this Code shall not be viewed as or deemed to be a Code of Ethics violation. Such reports will be retained in both electronic and paper form in a location that is easily accessible.

XII. The CCO is responsible for ensuring that procedures are reasonably designed to prevent and identify violations of the policies set forth in this Code of Ethics. The CCO will assess the adopted procedures for reasonability at least annually as part of their compliance review.

XIII. Compliance will ensure all books and records relating to this Code of Ethics are maintained properly as required by Rule 204-2 under the Advisers Act and Section 31a-1 of the Investment Company Act.

1) A copy of each report made pursuant to this policy by an Associate shall be preserved by the firm for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place.

2) A copy of this policy and any other Code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;

3) A list of all persons who are, or within the past five years have been, required to make reports pursuant to this policy, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place; and

4) A record of any decision, and the reasons supporting the decision, to approve the acquisition of any limited offering or IPO by Associates for at least five years after the end of the fiscal year in which the approval is granted, the first two years in an easily accessible place.

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XIV. A designated Compliance person (not the CCO) will review all of the CCO’s accounts, holdings, reports, and preclearance requests. No Compliance person will review their own accounts, holdings reports and preclearance requests, as self-review is not allowed.

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EX-99.28.P.(6)

Code of Ethics

  CoreCommodity Management, LLC

   Code of Ethics

October 2020

Issued January 2006

Revised June 2010

July 2011

June 2012

September 2012

November 2013

October 2014

October 2015

October 2016

October 2017

October 2018

October 2019

Supersedes all previous Compliance Policies regarding this subject matter

Code of Ethics

Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”) requires that investment advisers adopt a code of ethics which sets forth standards of business conduct, which reflect CoreCommodity Management, LLC’s (“CoreCommodity” or the “Adviser”) fiduciary obligations as well as the fiduciary obligations of Associated Persons who are supervised persons as that term is defined below. Rule 17j-1 under the Investment Company Act of 1940 (the “1940 Act”) prohibits any affiliated person of the Adviser, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by a Reportable Fund (defined below): (1) to employ any device, scheme or artifice to defraud the Reportable Fund; (2) to make any untrue statement of a material fact to the Reportable Fund or omit to state a material fact necessary in order to make the statements made to the Reportable Fund, in light of the circumstances under which they are made, not misleading; (3) to engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Reportable Fund; or (4) to engage in any manipulative practice with respect to the Reportable Fund.

Among other things, Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act require Access Persons to report their personal securities transactions, including transactions in any fund managed by the Adviser. Each Associated Person is required to provide a written certification annually that he or she has received, read, understands, and will comply with, this Code of Ethics. Capitalized terms used herein and not otherwise defined shall have the same meaning as in the Compliance Policies and Procedures Manual.

CORECOMMODITY CODE OF ETHICS

This Code of Ethics (the “Code”) is distributed to all “Supervised Persons” (as defined below) of the Adviser and applies to all such persons. In addition, CoreCommodity may supplement this Code (but not contradict it) with other policies and procedures applicable to Associated Persons.

The Adviser requires its Supervised Persons to observe high ethical standards and to comply with all applicable federal securities laws. Supervised Persons and the Adviser are fiduciaries to CoreCommodity’s advisory clients. As fiduciaries, CoreCommodity and its Supervised Persons owe their clients the duties of care and loyalty.

Supervised Persons who have questions or concerns about their responsibilities are encouraged to discuss these issues with their supervisor or the Compliance Officer. All references in this Code to the Compliance Officer include his or her designee.

Two key definitions in this Code are “Supervised Person” and “Access Person.” All Associated Persons, as well as certain consultants, are “Supervised Persons.” A Supervised Person who is also an Access Person, because of his or her advisory activities, will have to provide initial and annual reports of his or her securities holdings to the Adviser.

SUMMARY OF CODE PROVISIONS

a. Supervised Persons must report any violations of this Code promptly to the Compliance Officer.

Code of Ethics

b. Supervised Persons are required on an annual basis to review this Code and complete and sign an acknowledgment of receipt and understanding of and compliance with the Code, and any amendments thereto, in the format provided by the Adviser.

c. Access Persons must provide a report of securities holdings to the Compliance Officer upon first becoming an Access Person, and annually thereafter.

DEFINITIONS

“Access Person” means any director, officer, employee or representative of CoreCommodity who:

a. has access to non-public information regarding any advisory clients’ purchase or sale of securities, or non-public information regarding the portfolio holdings of any Reportable Fund (as defined below);

b. in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of Reportable Securities (as defined below) by a Reportable Fund (which includes the writing of an option to purchase or sell a Reportable Security), or whose functions relate to the making of any recommendations with respect to such purchases or sales; or

c. is involved in making securities recommendations to advisory clients, or who has access to recommendations that are non-public.

All directors and officers of CoreCommodity and all CoreCommodity employees who are directors or officers of a Reportable Fund are presumed to be Access Persons.

“Beneficial Ownership” of a security is to be interpreted in the same manner as it is for purposes of Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 16a-1(a)(2) adopted thereunder. This means that a person will generally be considered to have “beneficial ownership” of any security in which he or she has direct or indirect pecuniary (monetary) interest. In addition, a person will be deemed to have “beneficial ownership” of securities held by his or her immediate family1 sharing the same household, or other persons by reason of any contract, arrangement, understanding or relationship that provides him or her with sole or shared investment power.

“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933 (the “Securities Act”), the issuer or which, immediately before the registration, was not subject to the reporting requirement of section 13 or 15(d) of the Exchange Act.

“Limited Offering” means an offering that is exempt from registration under the Securities Act pursuant to section 4(2) or section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 of this chapter.

“Reportable Fund” means any investment company registered under the 1940 Act for which CoreCommodity or an affiliate (any entity controlling, controlled by, or under common control with CoreCommodity) serves as investment adviser (as defined in Section 2(a)(20) of the 1940 Act) or as principal underwriter.

¹ “Immediate Family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in law, brother-in-law, or sister-in-law, and includes adoptive relationships.

Code of Ethics

“Reportable Security” has the same meaning as that set forth in Section 202(a)(18) of the Advisers Act, and includes any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing However, in the case of an interest in a limited partnership that invests in securities, the Reportable Security will be the interest in the limited partnership and not the underlying securities in which the partnership invests, provided that the partnership receives investment advice based on its investment objectives rather than on the individual investment objectives of its limited partners.

Reportable Security does not include:

a. direct obligations of the Government of the United States;

b. bankers’ acceptances, bank CDs, commercial paper and high quality short-term debt instruments, including repurchase agreements;

c. shares issued by money market funds

d. shares issued by registered open-end investment companies other than Reportable Funds;

e. shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds; and

f. any instrument that is not a security as defined in Section 202(a)(18) of the Advisers Act or Section 2(a)(36) of the 1940 Act. These instruments include, but are not limited to:

   i. futures contracts;

  ii. options on futures contracts;

 iii. general partnership interests, provided generally that the general partnership interest entitles the owner to exercise management control over the partnership; and

 iv. direct interests in real estate.

“Supervised Person” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee, and also means other persons who provide investment advice on behalf of the Adviser and are subject to the supervision and control of the Adviser. This definition covers any consultants or representatives that are subject to the supervision and control of the Adviser.

“Security Held or to be Acquired by a Reportable Fund” means: (i) any Reportable Security which, within the most recent 15 days: (a) is or has been held by the Reportable Fund; or (b) is being or has been considered by the Reportable Fund or CoreCommodity for purchase by the Reportable Fund; and (ii) any option to purchase or sell, and any security convertible into or exchangeable for, a Reportable Security.

Code of Ethics

REPORTING OBLIGATIONS FOR ACCESS PERSONS

INITIAL HOLDINGS REPORT

Each Access Person must submit to the Compliance Officer a list of all Reportable Securities for which he or she had any direct or indirect Beneficial Ownership, as well as a list of all brokerage or bank accounts in which any securities are held for his or her direct or indirect benefit, as of the date he or she first becomes subject to this Code’s reporting requirements. The Initial Holdings Report must be submitted to the Compliance Officer within 10 days of the date the Access Person becomes subject to this Code’s reporting requirements. The information in the Initial Holding Report must be current as of a date not more than 45 days prior to the date the person becomes an Access Person.

ANNUAL HOLDINGS REPORT

On an annual basis, each Access Person must submit to the Compliance Officer a list of all Reportable Securities for which he or she has any direct or indirect Beneficial Ownership, as well as a list of any brokerage or bank account in which any securities are held for his or her direct or indirect benefit. The information in the Annual Holdings Report must be current as of a date no more than 45 days before the Report is submitted.

QUARTERLY TRANSACTION REPORTS

On a quarterly basis, no later than 30 days after the end of each calendar quarter, each Access Person must submit to the Compliance Officer a list containing, at a minimum, the following information about each Reportable Securities transaction during the quarter in which the Access Person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

a. The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved;

b. The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

c. The price of the security at which the transaction was effected;

d. The name of the broker, dealer or bank with or through which the transaction was effected; and

e. The date the Access Person submits the report.

The Access Person may fulfill the Quarterly Transaction Reporting requirement by having duplicate statements of such Access Person’s brokerage account statements (if these are produced quarterly) sent to the Compliance Officer so long as all Reportable Securities transactions are contained on such brokerage statements and such brokerage statements are received by the Compliance Officer no later than 30 days after the end of each calendar quarter. Any Reportable Securities transaction not contained on a brokerage statement will need to be reported to the Compliance Officer in a separate Quarterly Transaction Report.

Code of Ethics

NOTICE OF ACCESS PERSONS STATUS

The Compliance Officer will notify each person who becomes an Access Person of the Adviser of the reporting requirements applicable to Access Persons.

REVIEW AND ENFORCEMENT

In connection with Access Persons, the Compliance Officer or his or her designee will, on a quarterly basis, compare reported personal securities transactions with completed transactions of the Adviser’s advisory clients during the period to determine whether a violation of this Code may have occurred.    

•            In determining whether a violation occurred, the Compliance Officer will consult with appropriate Adviser personnel and they will consider the facts and circumstances surrounding the occurrence along with any explanation and discussion by interested and/or involved parties and their supervisors.

•            If a violation is found to have occurred, the Compliance Officer and appropriate Adviser personnel will impose corrective action as they deem appropriate under the circumstances.

•            The Adviser will impose sanctions that range from oral warnings for the first violation, to written warnings, consideration of Code violations in determining bonuses, suspension, and termination.    

PRE-APPROVAL OF CERTAIN INVESTMENTS

Access Persons must obtain pre-approval from the Compliance Officer, or his or her designee, to directly or indirectly acquire beneficial ownership in any security in an Initial Public Offering or in a Limited Offering.    

RECORDS

The Compliance Officer, or his or her designee, will maintain the following records, which will be available for examination by the Securities and Exchange Commission.

a. A copy of this Code and any other code of ethics adopted by the Adviser that is, or at any time within the past five years has been, in effect (maintained in an easily accessible place).

b. A record of any violation of this Code and of any action taken or sanction imposed as a result of any violation (maintained in an easily accessible place for at least five years following the end of the fiscal year in which the violation occurs).

c. A copy of each report submitted under this Code, including any information provided in lieu of any reports made under the Code (maintained for at least five years from the end of the fiscal year in which the report is made, the first two years in an easily accessible place).

d. A record of all persons, currently or within the past five years, who are or were required to submit reports under this Code, and those persons who are or were responsible for reviewing the reports (maintained in an easily accessible place).

e. A copy of all written acknowledgments of this Code for each person who is currently, or within the past five years was, a Supervised Person.

Code of Ethics

f. A record of any decision to preapprove securities transactions for Access Persons, if any (maintained for at least five years after the end of the fiscal year in which the approval is granted).

MISCELLANEOUS

CONFIDENTIALITY

All reports of securities transactions and any other information filed with the Adviser pursuant to this Code will be treated as confidential. The Adviser or its affiliates may disclose copies of reports and information to the Securities and Exchange Commission or as otherwise required by applicable law, rule or regulation, or as directed or requested by an applicable regulatory or self-regulatory authority.

INTERPRETATION OF PROVISIONS

The Adviser may from time to time adopt interpretations of this Code as it deems appropriate.

DISTRIBUTION OF CODE, ACKNOWLEDGMENT OF RECEIPT AND ANNUAL CERTIFICATION OF COMPLIANCE

All Supervised Persons will receive a copy of this and any amendments. All Supervised Persons will be required to sign an acknowledgement of understanding of and compliance with the Code in the format provided by the Adviser for any initial or amended copy of this Code, and each year thereafter.

REPORTING VIOLATIONS

Supervised Persons must promptly report any violation of this Code to the Compliance Officer.

EX-99.28.P.(7)

CODE OF ETHICS

Westwood Holdings Group, Inc.

Westwood Management Corp.

Westwood Trust

Westwood Advisors, L.L.C.

Westwood International Advisors Inc.

I. Introduction

The purpose of this Code of Ethics is to promote honest and ethical conduct, focus the Board of Directors and management of Westwood Holdings Group, Inc. (“WHG”) and its subsidiaries on areas of ethical risk, provide guidance to directors, officers and employees to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct and help to preserve the culture of honesty and accountability at the Companies (as defined below).

This Code of Ethics establishes rules of conduct for persons who are associated with the Companies. The Code governs their personal investment and other investment-related activities and is designed to prevent violations of the applicable federal securities laws and mitigate conflicts of interest.

The basic rule is very simple: Put the client’s interests first. The rest of the rules elaborate this principle. This Code is intended to assist the Companies in fulfilling their obligations under the law. Article II sets forth to whom the Code applies, Article III deals with personal investment activities, Article IV deals with other sensitive business practices, and subsequent parts deal with reporting and administrative procedures.

The Code is very important to the Companies and their employees. Violations can not only cause the Companies embarrassment, loss of business, legal restrictions, fines and other punishments, but for employees can lead to demotion, suspension, termination, ejection from the securities business, and large fines.

Annually, each Covered Person will receive a copy of this Code and any amendments thereto and will provide the Chief Compliance Officer with a written acknowledgment of their receipt.

II. Applicability

(A) The Code applies to each of the following:

1. The Companies named or described at the top of page one of the Code and all entities that are under common management with these Companies or otherwise agree to be subject to the Code (“Affiliates”).

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2. Any officer, employee-director, or employee of any Company or Affiliate, and, as may be determined by the Chief Compliance Officer on a case-by-case basis, any other non-employee, consultant, or long-term contract employee of any Company or Affiliate.

3. In the case of any non-employee, consultant, or long-term contract employee, the Chief Compliance Officer shall notify such individual as to whether he or she is considered a Covered Person (as defined below).

(B) Definitions

1. Beneficial Ownership. Ownership of a security where a Covered Person, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares (1) Voting power which includes the power to vote, or to direct the voting of, such security; and/or, (2) Investment power which includes the power to dispose, or to direct the disposition of, such security.

2. Chief Compliance Officer. The person designated as WHG’s Chief Compliance Officer. Actions and approvals to be taken by the Chief Compliance Officer under this Code may be delegated by the Chief Compliance Officer to other members of the Legal and Compliance Department.

3. Clients. Investment advisory accounts maintained with any of the Companies or Affiliates by any person, other than Covered Person Accounts.

4. Companies. The companies named or described at the top of page one of this Code.

5. Compliance Monitoring System. Schwab Compliance Technologies (also known as Schwab CT) or such other similar system or software as the Companies may use from time to time for their electronic compliance monitoring activities.

6. Covered Persons. The Companies and the persons described in item (A) above.

7. Covered Person Account. Includes all advisory, brokerage, trust or other accounts or forms of direct Beneficial Ownership in which one or more Covered Persons and/or one or more members of a Covered Person’s immediate family have a substantial proportionate economic interest excluding employee 401(k) provider accounts and any accounts with Westwood Trust for the benefit of the employee or their immediate family over which such individuals do not have investment discretion. Immediate family includes a Covered Person’s spouse and minor children and any family member living in the same household as the Covered Person. A substantial proportionate economic interest will generally be 10% of the equity in the account in the case of a Covered Person and 25% of the equity in the account in the case of all Covered Persons in the aggregate whichever is first applicable. Investment partnerships and similar indirect means of ownership other than registered open-end investment companies are also treated as accounts.

The following accounts are not considered Covered Person Accounts:

a. Accounts in which one or more Covered Persons and/or their immediate family have a substantial proportionate interest

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who have no affiliation with the Companies and with respect to which no Covered Person has, in the judgment of the Chief Compliance Officer after reviewing the terms and circumstances, any direct or indirect influence or control over the investment or portfolio execution process are not Covered Person Accounts (a “Managed Account”).

b. Bona fide error accounts of the Companies and the Affiliates are not Covered Person Accounts.

8. Executive Manager. The Chief Executive Officer (“CEO”), the co-Directors of Equity Portfolios, the Director of Equity Research of WHG, the Director of Multi Asset Portfolios or the senior operating person of Westwood International Advisors Inc.

9. Fund Clients. Clients that are the private funds and the registered investment companies or series thereof.

10. Portfolio Managers. Covered Persons who are principally responsible for investment decisions with respect to any Westwood Strategies.

11. Security. Any financial instruments treated as a security for investment purposes and any related instruments such as futures, forward or swap contracts entered into with respect to one or more securities. However, the term Security does not include securities issued by the Government of the United States (e.g. Treasury bonds, Treasury notes, and Treasury bills), bankers’ acceptances, bank certificates of deposit, and commercial paper.

12. Westwood Strategy. Products managed and controlled by (a) Westwood Management Corp., other than the Custom Asset Allocation accounts, (b) Westwood Advisors, L.L.C., (c) Westwood International Advisors Inc., or (d) Westwood Trust, with respect to its proprietary model accounts only. For the sake of additional clarity, a strategy that is managed by a sub-advisor or independent third party is not considered a Westwood Strategy.

III. Restrictions on Personal Investing Activities

(A)   Basic Restriction on Investing Activities

If a Security is owned in any Westwood Strategy, excluding municipal securities, such Security or any related Security (such as an option, warrant or convertible security) may not be purchased or sold for any Covered Person Account subject to the previously owned related Security exception set forth in paragraph (B) and permitted exceptions set forth in paragraph (G) below. If a Covered Person owns a Security that is subsequently purchased in any Westwood Strategy, the Covered Person may not sell such Security until it is sold out of all Westwood Strategies subject to the permitted exceptions set forth in paragraph (G) below. If a purchase or sale order is pending for any Westwood Strategy by any Company or Affiliate, any request to purchase or sell such Security or any related Security (such as an option, warrant or convertible security) for a Covered Person Account will be denied unless the request complies with the permitted exceptions set forth in paragraph (G) below. If a Security is under active consideration for purchase in any Westwood Strategy by any Company or Affiliate, any request to purchase or sell such Security or any related Security (such as an option, warrant or convertible security) for a Covered Person Account may be denied at the discretion of the Chief Compliance Officer and the Executive Manager.

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For further restrictions on the purchase or sale of WHG securities, please refer to the Amended and Restated Insider Trading Policy.

(B)   Investments Owned Prior to Employment

If a Security or a related Security that is owned in a Westwood Strategy is also owned by a Covered Person when such person becomes a new employee, such Covered Person will have two weeks from the date of their employment orientation (the “Amnesty Period”) to decide whether they want to sell their position in the Security, and all sales must occur within the Amnesty Period. After Amnesty Period, all future transactions in such Security will be subject to paragraph (A). Covered Persons must obtain pre-clearance approval for any Security or related Security traded during the two-week window.

(C)   Initial Public Offerings

No Security or related Security may be acquired in an initial public offering (“IPO”) for any Covered Person Account, unless the IPO is granted as part of an employee benefit plan to a non-employee Covered Person (for example, an employee’s spouse is awarded IPO shares from his or her employer).

(D)   Blackout Period

No Security or related Security may be bought, sold or exercised for any Covered Person Account during the period commencing three (3) business days prior to and ending three (3) business days after the purchase or sale (or entry of an order for the purchase or sale) of that Security or any related Security for the account of any Client unless the transaction falls under the exception set forth in paragraph (B) or complies with the permitted exceptions set forth in paragraph (G).

(E)   Short-Term Trading

 1. No shares of WHG stock or any Security or related Security that is held within a Westwood Strategy may, within a 60-day period, be bought and sold or sold and bought at a profit for any Covered Person Account.

 2. If WHG stock or any Security or related Security that is held within a Westwood Strategy is, within a 60-day period, bought and sold or sold and bought for a profit in violation of this provision in any Covered Person Account, then any resulting profits must be disgorged. For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transactions. Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes.

 3. The use of any disgorged profits will be at WHG’s discretion, and the employee will be responsible for any tax and related costs.

 4. For the purpose of the short-term trading restriction, the expiration of an option within 60 days of the initial purchase or sale is not considered a sale of a Security.

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(F)   Exempt Transactions

The following transactions are exempt from the restrictions set forth in paragraphs (A), (B) and (D) above and do not require pre-clearance under paragraph (H) below:

  1. Participation in an ongoing automatic investment plan including 401K plans or an issuer’s dividend reinvestment or stock purchase plan;

  2. Participation in any transaction over which no Covered Person had any direct or indirect influence or control, involuntary transactions (such as mergers, inheritances, gifts, etc.); and

  3. Shares of registered open-end investment companies other than shares of investment companies advised or sub-advised by the Companies.

(G)   Permitted Exceptions

Purchases and sales of the following Securities for Covered Person Accounts are exempt from the restrictions set forth in paragraphs (A), (D) and (E) above if such purchases and sales comply with the pre-clearance requirements of paragraph (H) below:

  1. De minimis trades of any Security or related Security (such as an option, warrant or convertible security) that is owned in a Westwood Strategy, subject to the following parameters:

a. The issuer of the security must have a common equity market capitalization greater than $5 billion USD;

b. The transaction is limited to 100 shares or $10,000 USD (whichever value is greater);

c. Covered Persons are limited to a maximum of 3 such de minimis trades per month; de minimis bond trades may be consolidated within a calendar month, with approval; and

d. Subject to these parameters, a Covered Person may sell a Security that is owned in a Westwood Strategy or buy a Security that Westwood is selling out of a Strategy; however, a Covered Person cannot take a position contrary to the position taken in a Westwood Strategy (e.g., cannot short a Security or hold a long PUT position in a Security where Westwood holds long position in the Security).

  2. Shares of registered open-end investment companies and certain other pooled vehicles advised or sub-advised by the Companies (e.g., affiliated mutual funds). For reference, a list of such funds which require pre-clearance is set forth in Exhibit A.

  3. Exchange traded funds.

  4. The exercise of voluntary corporate actions is exempt if the pre-clearance procedures for the purchase of the security to which the actions relate were satisfied.

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In addition to the exceptions set forth above, purchases and sales of Securities for Covered Person Accounts that are established for the sole purpose of product development are exempt from the restrictions set forth in paragraphs (A), (D), and (E) above and do not need to comply with the requirements of paragraph (H) below if such accounts are disclosed as Managed Accounts in the Compliance Monitoring System and are subject to regular review by the Risk Management team to ensure compliance with the investment strategy for which the product is being developed and to ensure the product development account is not being favored.

(H)   Pre-Clearance of Personal Securities Transactions

Unless exempt from pre-clearance as set forth in this Code, no Security or related Security (such as an option, warrant or convertible security) may be bought, sold or exercised for a Covered Person Account unless (i) the Covered Person obtains prior approval from an Executive Manager and the Chief Compliance Officer; (ii) the approved transaction is completed on the same day or within two (2) business days after approval is received; and (iii) the Chief Compliance Officer or an Executive Manager does not rescind such approval prior to execution of the transaction. (See paragraph (J) below for details of the Pre- Clearance Process.) Pre-clearance of personal securities transactions is typically executed through the Compliance Monitoring System.

(I)   Westwood Private Funds and Other Private Placements

The purchases or sales of Securities that are not publicly traded (including shares or other participation in Westwood-affiliated private funds) will not be approved unless the Covered Person provides full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of such person’s activities on behalf of any Client) and the Chief Compliance Officer and an Executive Manager conclude, after consultation with one or more of the relevant Portfolio Managers, that the Companies would have no foreseeable interest in investing in such Security or any related Security for the account of any Client, or, if the Companies have such an interest, that the Covered Person’s investment in the Security would not disadvantage a Client’s investment in the Security or operate to usurp a Client’s opportunity to make an investment in the Security.

(J)   Pre-Clearance Process

 1. No Security may be purchased or sold for any Covered Person Account unless the particular transaction has been approved as required by this Code in the Compliance Monitoring System or in writing by an Executive Manager and the Chief Compliance Officer.

 2. Covered Persons must direct brokerage and other firms with which they have Covered Person Accounts to furnish to the Chief Compliance Officer on a timely basis duplicate copies of confirmations of, and account statements concerning, all personal Securities transactions or to allow an electronic feed of such statements and confirmations to the Compliance Monitoring System.

 3. For Covered Person Accounts covered by paragraph (J)1. above, an electronic pre- clearance request must be submitted through the Compliance Monitoring System, and an emailed notification of pre-clearance must be received prior to the entry of an order. If an employee cannot enter an electronic pre-clearance request through the Compliance Monitoring System for any reason, a pre-clearance request can be made by completing and submitting a Trading Approval Form, attached as Exhibit B, to the Chief Compliance Officer for approval by the Chief Compliance Officer and an Executive Manager prior to the entry of an order.

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After reviewing the proposed trade and the level of potential investment interest on behalf of Clients in the Security in question, the Chief Compliance Officer and an Executive Manager shall approve (or disapprove) a pre-clearance request on behalf of a Covered Person as expeditiously as possible. Transactions described in paragraph (G) above will generally be approved unless it is believed for any reason that the Covered Person Account should not trade in such Security at such time. The Chief Compliance Officer may establish automated processes for approving certain types of transactions in lieu of manual pre-trade reviews.

4. Once a Covered Person’s pre-clearance request is approved, the transaction must be executed within two (2) business days after receiving approval (“Approved Period”). If the Covered Person’s trading order request is not approved, or is not executed within the Approved Period, the clearance lapses, although such trading order request may be resubmitted after such lapse. An exception to this rule applies when pre-clearance is requested for a transaction in WHG stock during an open Trading Window, in which case the pre-clearance remains effective throughout the Trading Window and expires when either the requested number of shares has been executed or the Trading Window closes.

5. Trading pre-clearance approval for the Chief Compliance Officer must be obtained from the General Counsel or Associate General Counsel and an Executive Manager. Trading pre-clearance approval for an Executive Manager must be obtained from the Chief Compliance Officer and a different Executive Manager.

6. The Chief Compliance Officer shall review all pre-clearance requests, all initial, quarterly and annual disclosure certifications and the trading activities on behalf of all Westwood Strategies with a view to ensuring that all Covered Persons are complying with the spirit as well as the detailed requirements of this Code. The Chief Compliance Officer shall periodically review confirmations from brokers to assure that all transactions effected for Covered Person Accounts are effected in compliance with this Code.

IV. Other Investment-Related Restrictions

(A)   Material Nonpublic Information

A Covered Person may come in contact with material nonpublic information about WHG or any other issuer in the ordinary course of business or based on a personal or professional affiliation with an issuer. In no case may a Covered Person conduct personal trades in the securities of an issuer while in possession of material nonpublic information about the issuer; and, at times, trading in the securities of any such issuer may be limited or restricted for all Covered Persons and/or for the firm as a whole even if only one Covered Person is aware of the information.

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1. Wall Cross Securities. In the ordinary course of business, a Covered Person may receive access to material nonpublic information about another issuer related to a “wall-crossed” or “pre-marketed” public offering deal. Upon receipt of such information, the Covered Person shall immediately inform the Compliance Department that he or she possesses such information and/or that a Westwood strategy may participate in the deal. The Compliance Department shall then add the security to a firm-wide Wall Cross restricted list in the trade order management system(s) and to the restricted lists in the Compliance Monitoring System so as to restrict all firm and personal trades involving any such security. The restricted lists in these systems will automatically block any trades until the Compliance Department removes the security from the restricted lists. Securities shall only be removed from the lists once the information has been made public.

2. Employee-Affiliated Securities. A Covered Person may receive access to material nonpublic information about another issuer based on a personal or professional affiliation with the issuer (an “Employee-Affiliated Security”). For example, a Covered Person may serve on the board of directors of another issuer, or a Covered Person’s spouse may be employed by an issuer and have access to material nonpublic information. The Compliance Department identifies any such affiliations based on the outside business activities and initial and ongoing holdings disclosures that all Covered Persons are required to make in the Compliance Monitoring System. When an Employee-Affiliated Security is identified, the Compliance Department shall place the security on a watch list in the trade order management system(s) and the Compliance Monitoring System. Firm-level and personal trade requests involving any such security will be automatically restricted and flagged for review by the Compliance Department, at which point the Chief Compliance Officer shall review the proposed trade and make a determination as to whether it is appropriate to lift the restriction for the trade under the circumstances. In making such determination, the Chief Compliance Officer shall consider (a) the nature of the affiliation with the issuer, (b) any limitations the issuer has placed on transactions in its securities, (c) the likelihood that the employee affiliated with the security is aware of material nonpublic information and/or could have shared it, (d) who is requesting the trade and whether the trade is for a Covered Person Account or a Client account, (e) the size, timing, and direction of the trade, (f) past practice, and (g) such other factors as may be relevant under the circumstances. The Chief Compliance Officer shall document the reasons for the determination. The security shall remain on the watch list until the affiliation has ended, at which point the Chief Compliance Officer or other senior member of the Compliance Department will authorize the removal of the restrictions on the security.

(B)   Conflicts of Interest

Covered Persons are prohibited from engaging in any activity, practice, or act which conflicts with, or appears to conflict with, the interests of the Companies, its customers, or vendors. Covered Persons are required to fully disclose any potential conflict of interest to the Compliance Department via the Compliance Monitoring System.

A conflict of interest exists when you, knowingly or unknowingly, engage in any activity that may compromise you, another employee, or the Company in its relationship with a customer, vendor, or competitor.

 1. Gifts & Entertainment. Potential conflicts of interest with a customer, vendor, or competitor may include soliciting business for personal gain, accepting gifts other than those of nominal value (not more than $100), or requesting favors, discounts, or services.

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a. Gifts Received: No Covered Person shall accept any gift or other item of more than $100 in value from any Client, competitor, or any person or entity that does business with or on behalf of any Client;

b. Entertainment Received: Covered Persons shall report accepted offers of entertainment (dinners, sports/concert events, etc.) from any person or entity that does business with or on behalf of any Client;

c. Gifts Given: Covered Persons shall report all gifts or other items of value given to any Client, competitor, vendor or any person or entity that does business with or on behalf of any Client in all instances where such Covered Persons are acting in their capacity as representatives of the Companies;

d. Entertainment Given: Covered Persons shall report all offers of entertainment accepted by any Client, competitor, vendor or any person or entity that does business with or on behalf of any Client in all instances where such Covered Persons are acting in their capacity as representatives of the Companies;

e. Reporting of gifts and entertainment shall be made through the Compliance Monitoring System or through our expense management system in the case of reimbursable gifts that are given; and

f. Westwood’s Compliance Department (in conjunction with all employees servicing Clients) shall track all gifts and entertainment, if any, offered to and accepted by Taft-Hartley Clients.

2. Outside Business Activities. Potential conflicts of interest may arise in connection with a Covered Person’s activities outside the scope of their employment with the Company. All Covered Persons are required to disclose their outside business activities upon hire and are required to obtain pre-clearance approval for any new outside business activities engaged in after hire. No Covered Person shall participate in any outside business activity without prior written authorization from his or her supervisor and the Chief Compliance Officer based upon a determination that the activity would not be inconsistent with the interests of the Company or Clients or in violation of this Code or the Code of Business Conduct. Generally, outside business activities requiring disclosure and/or pre-clearance approval fall under the following categories:

a. Outside Activities: Activities that must be reported and/or pre-cleared include (i) any outside activity involving work for another financial services firm or (ii) any recurring outside activity, whether for compensation or not, that regularly obligates the Covered Person to consistently take time off of work.

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b. Service as a Director or Trustee: No Covered Person shall serve (i) as a director on the board of a publicly traded company, or any company with which the Companies do or may do business, or any company in which any Westwood strategy has an interest, or on the board of a professional organization, (ii) as a trustee at a charitable or other non-profit organization with which the Companies do or may do business, or (iii) in any other position that may involve a level of influence or control over the financial dealings or decisions of any such organization, without prior written authorization from the Chief Compliance Officer and the Covered Person’s supervisor based upon a determination that the board service would not be inconsistent with the interests of the Clients or in violation of this Code or the Code of Business Conduct.

(C)   SEC Pay-to-Play Rule – Political Contributions

Covered Persons are permitted to make political contributions to elected officials, candidates, and others in a manner that is consistent with regulatory requirements and Westwood’s Policies & Procedures Manual. All Covered Persons are subject to Westwood’s political contributions rules set forth below, although whether a Covered Person is considered a “Covered Associate,” as defined in the SEC’s Pay-to-Play Rules, is a determination that will be made by the Compliance Department on a case-by-case basis.

It is never appropriate to make or solicit political contributions or provide gifts or entertainment for the purpose of improperly influencing the actions of public officials. Accordingly, our policy is to restrict, monitor, and require prior approval of any political contributions.

  1. Every Covered Person who is newly hired must provide information to the Chief Compliance Officer no later than 30 days after his or her date of hire regarding any political contributions made within the preceding two years of his or her date of hire.

  2. Prior to accepting a new advisory client that is a government entity, the Chief Compliance Officer will review any political contributions made by Covered Persons.

  3. No political contribution may be made by any Covered Person unless the contribution has been approved by the Chief Compliance Officer in advance.

  4. An electronic pre-clearance request must be submitted through the Compliance Monitoring System (including the name and title of the recipient, the amount, and the anticipated date of the contribution), and an emailed notification of pre-clearance must be received before the contribution is made.

  5. After reviewing the proposed contribution to the candidate and the level of potential involvement the Companies may have with such candidate or a government entity with which such candidate is or may become affiliated, the Chief Compliance Officer, and an Executive Manager when appropriate, will approve (or disapprove) a pre-clearance request as expeditiously as possible. Proposed contributions will generally be approved unless it is believed for any reason that the Covered Person’s contribution may currently or in the future violate the Pay-to-Play Rules.

  6. Contribution pre-clearance approval for the Chief Compliance Officer must be obtained from the Associate General Counsel and an Executive Manager.

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  7. On an annual basis, Covered Persons must submit disclosure certifications regarding their political contributions and must ensure that all required information (including    the name and title of each recipient, the amount, and the exact date each contribution was ultimately made) is disclosed.

(D)   Disclosure of Conflicts

Full disclosure to the Compliance Department of any potential conflict of interest is required as soon as such potential conflict is discovered. If you believe that unusual circumstances justify your engaging in an activity that may result in a conflict of interest, you may request in writing that the Compliance Department review the situation and grant a waiver in consultation with the Trade Monitoring and Compliance Committee (“TMCC”), which consists of the Chief Executive Officer, General Counsel & Chief Compliance Officer, and Head of Westwood Trust Operations.

V. Reports and Additional Compliance Procedures

(A)   Quarterly Transaction Reports

Every Covered Person must submit a quarterly transaction affirmation through the Compliance Monitoring System, containing the information set forth in paragraph (A)2. below with respect to transactions in any Security in which such Covered Person has or by reason    of such transactions acquires, any direct or indirect Beneficial Ownership in the Security, subject to the exceptions listed below in paragraph (B). The required Transaction Report information is provided in the Compliance Monitoring System quarterly transaction affirmation for all personal brokerage accounts that are directly linked in the system. For those accounts that are not directly linked in the Compliance Monitoring System, the Covered Person must certify that they have reported all brokerage accounts containing reportable securities in the system and that they have requested from the broker that Westwood receive duplicate statements and transaction confirmations for all non-linked accounts. If the necessary transaction and brokerage account information is not being provided to Westwood through either of the above methods, the Covered Person must create and upload a Transaction Report into the Compliance Monitoring System as part of their quarterly transaction affirmation.

  1. The Transaction Report must be submitted to the Chief Compliance Officer no later than 30 days after the end of the calendar quarter in which the transaction or account to which the report relates was effected or established, and the report must contain the date that the report is submitted.

  2. A Transaction Report must contain the following information:

a. The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares and the principal amount of each Security involved;

b. The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

c. The price at which the transaction was effected;

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d. The name of the broker, dealer or bank with or through whom the transaction was effected; and

e. The date the Covered Person submits the report.

  3. This report must contain the following information with respect to accounts established:

a. The name of the broker, dealer or bank with whom the account was established; and

b. The date the account was established.

  4. In addition to the quarterly transaction affirmation, employees with Managed Accounts will be required to submit a certification that they have fully delegated investment responsibility to a third party.

(B)   Transaction Report Exceptions

A Covered Person is not required to submit a report in the following instances:

  1. A Covered Person need not make a report with respect to any transactions over which such person does not have any direct or indirect influence or control; and

  2. A Covered Person need not make a report with respect to any transactions effected pursuant to an automatic investment plan (this includes dividend reinvestment plans).

(C)   Ownership Admission

Any report submitted to comply with the requirements of this Article V may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect Beneficial Ownership in the Security to which the report relates. A person need not make any report under this Article V with respect to transaction effected for, and Securities held in, any account over which the person has no direct or indirect influence or control.

(D)   Initial Holdings Report

No later than 10 business days after beginning employment with any of the Companies or Affiliates or otherwise becoming a Covered Person, each Covered Person must submit an Initial Holdings Report through the Compliance Monitoring System containing the following information:

  1. The title, number of shares and principal amount of each Security in which the Covered Person had any direct or indirect Beneficial Ownership when the person became a Covered Person;

  2. The name of any broker, dealer or bank with whom the Covered Person maintained an account in which any Securities were held for the direct or indirect benefit of the Covered Person as of the date the person became a Covered Person; and

  3. The date that the report is submitted.

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(E) Annual Certification & Annual Holdings Report

1. Annually, each Covered Person must certify that he or she has read and understood the Code and recognizes that he or she is subject to such Code. A Covered Person’s initial Code of Ethics certification will be submitted through the Compliance Monitoring System. All other certifications will be submitted through the Compliance Monitoring System.

2. In addition, each Covered Person must certify on an annual basis that he or she has disclosed or reported all personal Securities transactions required to be disclosed or reported under the Code and that he or she is not subject to any regulatory disability described in the annual certification form.

3. On an annual basis, each Covered Person must submit an Annual Holdings Report. All Annual Holdings Reports will be submitted through the Compliance Monitoring System. The report will contain the following information (which information must be current as of a date no more than 30 days before the report is submitted):

a. The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Security in which the Covered Person had any direct or indirect Beneficial Ownership;

b. The name of any broker, dealer or bank with whom the Covered Person maintains an account in which any Securities are held for the direct or indirect benefit of the Covered Person; and

c. The date that the report is submitted.

(F)   Electronic or Duplicate Brokerage Statements in lieu of Reports

A Covered Person will be deemed to have complied with the quarterly transaction report requirements of this Article V insofar as the Chief Compliance Officer receives in a timely fashion either electronic or duplicate monthly or quarterly brokerage statements on which all transactions required to be reported hereunder are described or an electronic feed of such statements and confirmations through the Compliance Monitoring System.

(G)   Reporting of Violations

Violations of the Code of Ethics must be promptly reported to the Chief Compliance Officer.

  1. Anonymous reporting is acceptable; and

  2. All violations will be reviewed by the TMCC and/or the Westwood Holdings Group, Inc. Audit Committee.

(H)   Board Report

At least annually (or quarterly in the case of Items 4 and 5 below), each of the Companies that has a Fund Client or that provides principal underwriting services for a Fund Client, shall, together with each Fund Client, furnish a written report to the Board of Directors of the Fund Client that:

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1. Describes any issues arising under the Code since the last report;

2. Certifies that Companies have developed procedures concerning Covered Persons’ personal trading activities and reporting requirements relevant to such Fund Clients that are reasonably necessary to prevent violations of the Code;

3. Recommends changes, if any, to the Fund Clients’ or the Companies’ Codes of Ethics or procedures;

4. Provides a summary of any material or substantive violations of this Code by Covered Persons with respect to such Fund Clients which occurred during the past quarter and the nature of any remedial action taken; and

5. Describes any material or significant violations or “exceptions” to any provisions of this Code of Ethics as determined under Article VI below.

VI. Sanctions

Upon discovering that a Covered Person has not complied with the requirements of this Code, the Compliance Department will make a recommendation to the Covered Person’s manager regarding appropriate sanctions. In addition, the Board of Directors of the relevant Company or of the relevant Fund Client, whichever is most appropriate under the circumstances, may impose on that person whatever sanctions the Board deems appropriate, including, among other things, disgorgement of profit, censure, suspension, or termination of employment. Material violations of requirements of this Code by employees or Covered Persons and any sanctions imposed in connection therewith shall be reported not less frequently than quarterly to the Board of Directors of any relevant Company or Fund Client, as applicable.

VII. Waivers

(A) The TMCC of the Companies reserves the right to grant, on a case-by-case basis, waivers to any provisions under this Code that would not be violations of Rule 204A-1. Any waivers made hereunder will be maintained in writing by the TMCC.

(B) Requests for waivers to the personal investing restrictions set forth in Article III of this Code must be submitted in writing to the Chief Compliance Officer along with any Trading Approval Form required for the transaction. Following are guidelines that the TMCC will consider when reviewing requests for personal investing restriction waivers:

1. Access to research/analyst information: an employee requesting a waiver should have little or no access to research/analyst information;

2. De minimis trade: if an employee requests a waiver for a transaction in a security that is held in a Westwood Strategy, the transaction must, in the opinion of the Chief Compliance Officer, be a de minimis trade, i.e. a small number of shares in a security with a large market cap and a high average trading volume that is not likely to adversely affect the price of the security; or

(C) Expiration of stock options: the exercise of stock options granted by a previous employer that are about to expire.

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VIII. Preservation of Documents

This Code, a copy of each report by a Covered Person, a record of any violation of this Code and any action taken as a result of the violation, a record of all written acknowledgments for each Covered Person, any written report made hereunder by the Companies or the Chief Compliance Officer, lists of all persons required to make reports, a list of any waivers, and the reasons therefor, with respect to Article III, and any records with respect to transactions pursuant to Article III above, shall be preserved with the records of the relevant Company and any relevant Fund Client for the period required by Rule 204A-1 and Rule 17j-l.

IX. Other Laws, Rules and Statements of Policy

Nothing contained in this Code shall be interpreted as relieving any Covered Person from acting in accordance with the provision of any applicable law, rule or regulation or any other statement of policy or procedure governing the conduct of such person adopted by the Companies, the Affiliates or the Fund Clients.

All activities of the Company must be conducted in full compliance with all applicable laws and regulations. Senior management should be informed regarding all matters pertinent to the Company’s position regarding such laws and regulations. The Company expects all employees to follow the spirit as well as the letter of the law. In addition, Covered Persons are expected to fully comply with the Company’s Amended and Restated Insider Trading Policy that prohibits illegal insider trading and the use of material non-public information. All employees are expected to cooperate fully with the Company’s internal and outside auditors, attorneys, and regulatory examiners.

X. Further Information

If any person has any question with regard to the applicability of the provisions of this Code generally or with regard to any Securities transaction or transactions, they should consult the Chief Compliance Officer.

Updated September 14, 2020

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Exhibit A

List of Affiliated Funds That Require Pre-Clearance for Personal Investing Activities

Westwood LargeCap Value Fund – WHGLX & WWLAX

Westwood SMidCap Fund – WHGMX

Westwood SmallCap Fund – WHGSX

Westwood Alternative Income Fund – WMNIX

Westwood Total Return Fund – WLVIX

Westwood Income Opportunity Fund – WHGIX & WWIAX

Westwood High Income Fund – WHGHX & WSDAX

Morningstar U.S. Equity Fund – MSTQX

Teton Westwood Equity Fund

Teton Westwood Balanced Fund

Aviva Investors Global Convertibles Fund (UCITS)

Aviva Investors Global Convertibles Absolute Return Fund (UCITS)

National Bank Westwood Emerging Markets Fund (Canada)

Optimum Small-Mid Cap Value Fund

Principal Investors Fund – LargeCap Value Fund III

RBC Private U.S. Value Equity Pool

Timothy Plan Large/Mid-Cap Value Fund

Timothy Plan Small-Cap Value Fund

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Exhibit B

PRE-CLEARANCE TRADING APPROVAL FORM

I, _________________________________________________ (name), am a Covered Person or authorized officer thereof and seek pre-clearance to engage in the transaction described below, for the benefit of myself or another Covered Person:

Acquisition or Disposition (circle one)

Name of Account:

Account Number:

Date of Request:

Security (Name & Ticker):

Amount or # of Shares:

Broker:

If the transaction involves a Security that is not publicly traded, a description of proposed transaction, source of investment opportunity and any potential conflicts of interest:

I hereby certify that, to the best of my knowledge, the transaction described herein is not prohibited by the Code of Ethics and that the opportunity to engage in the transaction did not arise by virtue of my activities on behalf of any Client.

Signature:     Print Name: ___________________________

Approved or Disapproved: (circle one)

Date of Approval:                                                           

Signature:                                                              Print Name:                                                           

Compliance Approval:                                                             

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EX-99.28.P.(8)

 Victory Capital Management Inc. Code of Ethics

Victory Capital Management Inc.

Code of Ethics

Effective January 1, 2021

Previously updated: July 1, 2019

Victory Capital Management Inc. Code of Ethics	January 1, 2021

1.	Introduction	1
2.	Definitions	2
3.	Culture of Compliance	4
4.	Policy Statement on Insider Trading	5
A. Introduction		5
B. Scope of the Policy Statement		5
C. What is Material Information?		5
D. What is Non-Public Information?		6
E. Identifying Inside Information		6
F. Contact with Public Companies		7
G. Tender Offers		7
H. Protecting Sensitive Information		7
I. Trading in Securities Listed on Exchanges in Other Countries		7
J. Public Company Confidential Records		7
5.	Conflicts of Interest	8
A. Gifts and Entertainment		8
B. Political Contributions		9
C. Outside Business Activities		10
D. Other Prohibitions on Conduct		11
E. Review of Employee Communications		12
6.	Standards of Business Conduct	12
7.	Personal Trading, Code of Ethics Reporting and Certifications	12
A. Employee Investment Accounts		13
B. Employee Investment Account Reporting		14

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C. Personal Trading Requirements and Restrictions		15
D. Representation and Warranties		17
E. Quarterly and Annual Certifications of Compliance		17
F. Review Procedures		18
G. Recordkeeping		18
H. Whistleblower Provisions		18
I. Confidentiality		18
J. Reporting to the Board of Directors of Affiliated Funds		18
8.	Code of Ethics Violation Guidelines	18
Appendix 1 – Affiliated Funds, Proprietary Funds & Reportable Funds		i
Appendix 2 – Approved Brokers List		ii
Appendix 3 – Investment Account Disclosure		iii
Appendix 4 – Reportable Securities		iv
Appendix 5 – ETFs Eligible for De Minimis Transaction Exemption		vi
Supplement 1 - RS Investments (Hong Kong) Limited Code of Ethics Supplement (“Hong Kong Supplement”)		vii
Supplement 2 - RS Investment Management (Singapore) Pte. Ltd. (“RSIMS”) Code of Ethics Supplement (“Singapore Supplement”)		x

Victory Capital Management Inc. Code of Ethics	January 1, 2021

1.    INTRODUCTION

Rule 204A-1 of the Investment Advisers Act of 1940 (“Advisers Act”) requires all investment advisers registered with the Securities and Exchange Commission (“SEC”) to adopt codes of ethics that set forth standards of conduct and require compliance with federal securities laws. Victory Capital Management Inc. a registered investment adviser under the Advisers Act, and its subsidiaries, RS Investments (UK) Limited, RS Investments (Hong Kong) Limited, and RS Investment Management (Singapore) Pte. Ltd. (collectively, “Victory Capital”), have adopted this Code of Ethics (“Code”), which sets forth the standards of business conduct that are required of Victory Capital employees. As an adviser to regulated investment companies, Victory Capital also adopts this Code in adherence to Rule 17j-11 under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Officers and employees of RS Investments (Hong Kong) Limited and RS Investment Management (Singapore) Pte. Ltd. should also review the related Code supplements.

Victory Capital is an indirect, wholly owned subsidiary of Victory Capital Holdings, Inc. (“VCH”). VCH is a Delaware corporation with its Class A common stock listed on the NASDAQ Global Select Market, under the ticker symbol “VCTR.” As a public company, new compliance policies were adopted by VCH. The VCH policies are in addition to the compliance program of Victory Capital. In particular, the VCH policies that apply to all Victory Capital employees include: (1) Code of Business Conduct and Ethics, (2) Corporate Communications Policy and (3) Insider Trading Policy. These policies are available through the company intranet site “Under the wing”.

Victory Capital Services, Inc. (“VCS”), a Victory Capital affiliate, is a registered broker-dealer and principal underwriter of Victory Capital’s Affiliated Funds (defined herein) and has adopted this Code in compliance with Rule 17j-1 under the Investment Company Act. Victory Capital Transfer Agent, Inc., also a Victory Capital affiliate, is the registered transfer agent for USAA Mutual Fund accounts. Victory Capital employees service USAA Mutual Fund direct accounts through a dedicated Contact Center. Victory Capital is not affiliated with United Services Automobile Association (“USAA”) or its affiliates.

Victory Capital employees have a responsibility to adhere to the highest ethical principles. Thus, the Code imposes obligations in addition to those required under applicable laws and regulations. The Code is a minimum standard of conduct for employees. Additionally, Victory Capital employees must act in accordance with Victory Capital’s fiduciary duty owed to clients. Therefore, literal compliance with the Code will not protect an employee if their behavior otherwise violates Victory Capital’s fiduciary duty. If an employee is uncertain as to the intent or purpose of any provision of the Code, or whether a proposed action is compatible with Victory Capital’s fiduciary duty, he or she should consult Victory Capital’s Chief Compliance Officer (“CCO”) or a member of the Compliance team.

Victory Capital recognizes the importance to its employees of being able to manage and develop their own and their dependents’ financial resources through long-term investments and strategies. However, because of the potential conflicts of interest inherent in our business and our industry, Victory Capital has implemented certain standards and limitations designed to minimize these conflicts.

Victory Capital’s reputation is of paramount importance; therefore, Victory Capital will not tolerate blemishes due to careless personal trading or other conduct prohibited by the Code. Consequently, Material Violations (as defined herein) of the Code may be subject to harsh sanctions. Frequent violations of the Code may result in limitations on personal securities trading or other disciplinary actions, which can include termination of employment.

¹ Rule 17j-1 requires that fund advisers adopt written codes of ethics and have procedures in place to prevent their personnel from abusing their access to information about the fund’s securities trading and requires “access persons” to submit reports periodically containing information about their personal securities holdings and transactions.

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2.    DEFINITIONS

“Access Person” means any employee of Victory Capital or anyone deemed an Access Person by the CCO. As a matter of practice, the Board of Directors of the USAA Mutual Funds Trust, Victory Portfolios, Victory Portfolios II and Victory Variable Insurance Funds (collectively the “Victory Funds”) generally consists of members who are not employees or officers of Victory Capital, or their affiliates. Unless designated by the COO, a non-employee director is not treated as an “access person” of Victory Capital, within the meaning of Rule 204A-1 under the Advisers Act and is not treated as either an “access person” or an “advisory person” of Victory Capital.

“Affiliated Funds” means any individual series portfolio of the USAA Mutual Funds Trust, Victory Portfolios, Victory Portfolios II and Victory Variable Insurance Funds, as well as other sub-advised affiliates listed in Appendix 1, each an investment company registered under the Investment Company Act.

“Automatic or Periodic Investment Plan” is a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

“Beneficial Interest” means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit, or share in any profit derived from, a transaction in the subject Securities. An Access Person is deemed to have a Beneficial Interest in securities owned by members of his or her Immediate Family. Common examples of Beneficial Interest include joint accounts, spousal accounts (including Non-Victory Capital Employee Compensation Programs, Non-Victory Capital Employee Stock Participation Program, and Employer-Sponsored Retirement Plan Accounts), Uniform Transfers to Minors Act accounts, partnerships, trusts and controlling interests in corporations. Any uncertainty as to whether an Access Person has a Beneficial Interest in a Security should be brought to the attention of the Compliance Department. Such questions will be resolved in accordance with, and this definition shall be interpreted in a manner consistent with, the definition of “beneficial owner” set forth in Rules 16a-1(a)(2) and (5) promulgated under the Securities Exchange Act of 1934.

“Blackout Period” means seven (7) calendar days before through three (3) calendar days after the date a client trade is executed.

“Business Entertainment” includes any social event, hospitality event, charitable event, sporting event, entertainment event, meal, leisure activity or event of like nature or purpose, and any transportation or lodging accompanying or related to such activity or event, including any entertainment activity offered in connection with an educational event or business conference, irrespective of whether any business is conducted during, or is attendant to, such activity.

“Covered Government Official” means a 1) state or local governmental official; 2) candidate for state or local office; or 3) federal candidate currently holding state or local office. A governmental “official” includes an incumbent, candidate, or successful candidate for elective office of a state or local government entity, if the office is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser, or has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser, by a state or a political subdivision of a state.

“De Minimis Security” means a security of an issuer with a market cap of $10 Billion or more at the time of purchase, In certain situations, a client trade in a De Minimis Security may not trigger a Blackout Period (see Section 7.C. Personal Trading Requirements and Restrictions for more detailed information). Personal Trades in De Minimis Securities in Personal Accounts always require pre-clearance and are subject to all other provisions of the Code.

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“Exempt Securities” means 1) direct obligations of the U.S. Government; 2) bankers’ acceptances, bank certificates of deposit and commercial paper; 3) investment grade, short-term debt instruments, including repurchase agreements; 4) shares held in money market funds; 5) variable insurance products that invest in funds for which Victory Capital does not act as adviser or sub-adviser; 6) open-end mutual funds for which Victory Capital does not act as adviser or sub-adviser; and 7) investments in qualified tuition programs (“529 Plans”). Exempt Securities do not need to be pre-cleared.

“Franchise” means a group of employees who report directly or indirectly to the same Chief Investment Officer that oversees a brand-named strategy

“Immediate Family” means all family members who share the same household, including but not limited to, a spouse, domestic partner, fiancée, parents, grandparents, children, grandchildren, siblings, step-siblings, step-children, step-parents, or in-laws. Immediate Family includes adoptive relationships and any other relationships (whether or not recognized by law) that the CCO determines could lead to conflicts of interest, diversions of corporate opportunity or create the appearance of impropriety.

“Initial Holdings Report” is a report that discloses all securities holdings of every Access Person, which must be submitted to the Compliance Department within ten (10) calendar days of becoming an Access Person.

“Initial Public Offering” or “IPO” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before such registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

“Managed Accounts” means investment advisory or brokerage accounts over which an Access Person has no direct or indirect influence or control in the investment decisions or activities.

“Material Non-Public Information” or “MNPI” means information that is both material and non-public that might have an effect on the market for a security. Access Persons who possess MNPI must not act or cause others to act on such information.

“Material Violation” means any violation of this Code or other misconduct deemed material by the CCO, in conjunction with the Compliance Committee or the Victory Capital Board of Directors.

“Maximum Allowable Trades” means Access Persons are limited to 20 trades per calendar quarter across their Personal Accounts. A trade in the same security in multiple accounts on the same day will count as one trade towards the Maximum Allowable Trades in a quarter. Trades that do not require pre-clearance (i.e. open-end mutual funds, dividend reinvestments) will not count towards the Maximum Allowable Trades.

“MCO” means MyComplianceOffice, which is a web-based compliance system used to track and approve employee personal trading, gifts and entertainment, political contributions, and outside business activities, store policies, and facilitate employee certifications and manage other compliance objectives.

“Personal Account” means an investment account in which an employee retains investment discretion.

“Personal Trading” or “Personal Trades” means trades or transactions by Access Persons in their Personal Accounts.

“Proprietary Fund” is a fund or product in which Victory Capital or its employees have an aggregate of 25% or more Beneficial Interest. See Appendix 1 – Affiliated Funds, Proprietary Funds & Reportable Funds for more information.

“Reportable Fund” means any investment company registered under the Investment Company Act for which Victory Capital is an investment adviser or a sub-adviser, or any registered investment company whose investment adviser or principal underwriter controls Victory Capital, is controlled by Victory Capital, or is under common control with Victory Capital. See Appendix 1 – Affiliated Funds, Proprietary Funds & Reportable Funds for more information.

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“Reportable Security” means any security that is not an Exempt Security.

“RIC” means a Regulated Investment Company.

“Short-Sell” or “Short-Selling” means the sale of a security that is not owned by the seller. Access Persons may not take a short position in a security. However, mutual funds or ETFs that correspond to the inverse performance of a broad-based index are not considered to be Short-Sales. For example, buying (long) the ProShares Short S&P500 ETF is permitted. Employees may also trade in funds that track a volatility index.

“Solutions Team” means any employee who is a member of the Solutions Platform group, generally involved in passive investments.

“Victory Capital Stock” means securities offered by VCH or any subsidiary through a registration statement that has been declared effective by the SEC (e.g. “VCTR”).

3.    CULTURE OF COMPLIANCE

Victory Capital’s primary objective is to provide value through investment advisory, sub-advisory and other financial services to a wide range of clients, including governments, corporations, financial institutions, high net worth individuals, pension funds, and retail clients.

Victory Capital requires that all dealings on behalf of existing and prospective clients be handled with honesty, integrity and high ethical standards, and that such dealings adhere to the letter and the spirit of applicable laws, regulations and contractual guidelines. As a general matter, Victory Capital is a fiduciary that owes its clients a duty of undivided loyalty, and each employee has a responsibility to act in a manner consistent with this duty. All employees must actively work to avoid the possibility that the advice or services provided to clients is, or gives the appearance of being, based on the self-interests of Victory Capital or its employees and not in the clients’ best interests. Violations of the Code must be reported promptly to the CCO or his/her designee.

Employees must act solely in the best interests their clients. Statutory and regulatory requirements impose specific responsibilities governing the behavior of personnel in carrying out their responsibilities to clients. Victory Capital and its employees must comply fully with these rules and regulations. The Legal, Compliance and Risk Department (“LCR Department”) personnel are available to assist employees in meeting these requirements.

Since no set of rules can anticipate every possible situation, it is essential that Victory Capital employees and representatives obtain guidance from the CCO, Chief Legal Officer (“CLO”), or their designees when unsure how to follow these rules in letter and in spirit. It is the responsibility of all employees and representatives to fully understand and comply with the Code and the policies of Victory Capital or seek guidance from the CCO. Technical compliance with the Code and its procedures will not necessarily validate an employee’s actions as appropriate. Any activity that compromises Victory Capital’s integrity, even if it does not expressly violate a rule, may result in further action from the CCO. In some instances, the CCO holds discretionary authority to apply exceptions under the Code. In the CCO’s absence, the CLO may act in his or her place.

Victory Capital’s fiduciary responsibilities apply to a broad range of investment and related activities, including sales and marketing, portfolio management, securities trading, allocation of investment opportunities, client service, operations support, performance measurement and reporting, new product development as well as personal investing activities. These obligations include the duty to avoid material conflicts of interest (and, if this is not possible, to provide full and fair disclosure to clients in communications), to keep accurate books and records, and to supervise personnel appropriately. These concepts are further described in the sections that follow.

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 Victory Capital Management Inc. Code of Ethics   January 1, 2021   

4.    POLICY STATEMENT ON INSIDER TRADING

A.   Introduction

Victory Capital seeks to foster a culture of compliance and a reputation for integrity and professionalism. Victory Capital values and endeavors to protect the confidence and trust placed in us by our clients. To further that goal, this Policy Statement implements procedures to deter the misuse of MNPI in securities transactions.

The term “insider trading” is not defined in the federal securities laws but refers generally to the situation when a person trades while aware of MNPI or communicates MNPI to others in breach of a duty of trust or confidence.

While the law concerning insider trading is not static, it is generally understood that the law prohibits any of the following:

• Trading by an insider, while aware of MNPI;

• Trading by a non-insider, while aware of MNPI, where the information was disclosed to the non-insider in violation of an insider’s duty to keep it confidential; or

• Communicating MNPI to others in breach of a duty of trust or confidence.

Trading securities while in possession of MNPI or improperly communicating that information to others may result in stringent penalties. Criminal sanctions may include fines of up to $5,000,000, twenty years’ imprisonment, or both. The civil penalty for a violator may be an amount up to three times the profit (or loss avoided) as a result of the insider trading violation, and a permanent bar from working in the securities industry. Investors may sue and seek to recover damages for insider trading violations.

Regardless of whether a regulatory inquiry occurs, Victory Capital views seriously any violation of this Policy Statement. Such violations constitute grounds for disciplinary sanctions, up to and including dismissal.

B.   Scope of the Policy Statement

This Policy Statement is drafted broadly and will be applied and interpreted in a similar manner. It applies to all Access Persons and to transactions in any security participated in by Immediate Family members of Access Persons or trusts or corporations controlled by Access Persons.

Any questions relating to this Policy Statement should be directed to the CCO or his/her designee. You must notify the LCR Department immediately if you have any reason to believe that a violation of this Policy Statement has occurred or is about to occur.

C.   What is Material Information?

Trading on inside information is not a basis for liability unless the information relied upon is deemed to be material. “Material” information is defined generally as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities. If the disclosure of that information would be expected to alter the total mix of information that is publicly available about that company, then the information is considered material. Any questions about whether information is material should be directed to a member of the LCR Department.

Material information often relates to a company’s financial results and operations, including, for example, dividend changes, earning results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and

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 Victory Capital Management Inc. Code of Ethics   January 1, 2021   

extraordinary management developments. Information about a company could be material because of its expected effect on a particular class of the company’s securities, all of the company’s securities, the securities of another company, or the securities of several companies. Material information does not have to relate to a company’s business. For example, in Carpenter v. U.S., the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a reporter for The Wall Street Journal was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal and whether those reports would be favorable or not.

D.   What is Non-Public Information?

For issues concerning insider trading to arise, information must not only be material, it must also be “non-public”. Non-public information is information that has not been made available to investors generally. Information received in circumstances indicating that it is not yet in general circulation or where the recipient knows or should know that the information could only have been provided by an “insider” is also deemed non-public information. For non-public information to become public information, it must be disseminated through recognized channels of distribution designed to broadly reach the securities marketplace.

Facts verifying that the information is public (and therefore has become generally available) may include, for example, and without limitation, disclosure in:

•   National business and financial wire service, such as Dow Jones or Reuters;

•   National news service or newspaper, such as AP or The Wall Street Journal; or

•   Publicly disseminated disclosure document, such as a proxy statement or prospectus.

The circulation of rumors or “talk on the street”, even if accurate, widespread and reported in the media, does not constitute the requisite public disclosure. In addition, the information must not only be publicly disclosed, there must also be adequate time for the market to digest the information. Material non-public information is not made public by selective dissemination. Material information improperly disclosed only to institutional investors or to a fund analyst or a favored group of analysts retains its status as “non-public” information that must not be disclosed or otherwise misused.

Partial disclosure does not constitute public dissemination. So long as any material component of the “inside” information has yet to be publicly disclosed, the information is deemed non-public and may not be misused.

E.   Identifying Inside Information

Before executing any Personal Trades or trades for client accounts, employees must determine whether they have access to MNPI. If an employee believes that he or she might have access to MNPI, the following steps should be taken:

• Report the information and proposed trade immediately to the CCO or a member of the LCR Department;

• Do not purchase or sell the securities as Personal Trades or for clients without written clearance to do so from the CCO or a member of the LCR Department; and

• Do not communicate the information inside or outside of Victory Capital, other than to the LCR Department and, if necessary, your direct manager.

A member of the Compliance Department will determine whether the information is material and non-public.

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F.   Contact with Public Companies

Victory Capital’s contacts with public companies represent an important part of its research efforts. Victory Capital may make investment decisions on the basis of the firm’s conclusions formed through such contacts and analysis of publicly available information. Legal issues may arise if, in the course of these contacts, an employee becomes aware of MNPI. This could happen, for example, if a company’s chief financial officer were to prematurely disclose quarterly results to an analyst, or an investor relations representative selectively discloses adverse news to a handful of investors.    

G.   Tender Offers

Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary gyrations in the price of the target company’s securities. Trading during this time is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC forbids trading and “tipping” while in possession of MNPI regarding the receipt of a tender offer, the tender offeror, the target company or anyone acting on behalf of either of these parties. Employees should exercise caution any time they become aware of non-public information relating to a tender offer.

H.   Protecting Sensitive Information

Employees are responsible for safeguarding all confidential information relating to investment research, fund and client holdings, including analyst research reports, investment meeting discussions or notes, and current fund or client transaction information, regardless whether such information is deemed MNPI. Other types of information (for example, marketing plans, employment issues and shareholder identities) may also be confidential and should not be shared with individuals outside the company unless approved by the CCO or a Victory Capital executive officer.    

All Access Persons are expressly prohibited from knowingly spreading any false rumor concerning any company, or any purported market development, that is designed to impact trading in or the price of that company’s or any other company’s securities, and from engaging in any other type of activity that constitutes illegal market manipulation.

I.   Trading in Securities Listed on Exchanges in Other Countries

Trading in securities listed on exchanges in other countries is governed by the laws of that country. Access Persons who are trading in such securities must ensure compliance with applicable law, which in all relevant cases prohibits trading on the basis of MNPI or price-sensitive information, as those terms are defined in the relevant jurisdiction.

J.   Public Company Confidential Records

VCH’s and Victory Capital’s records must always be treated as confidential and must not be disclosed or used for any purpose at any time other than for the normal course of business. Information learned about other entities in a special relationship with VCH, such as acquisition, joint venture and partnership negotiations, is confidential and must not be disclosed without proper authorization.

At all times, Access Persons are prohibited from making any recommendation or expressing any opinion as to trading in Victory Capital Stock

See VCH’s Corporate Communications Policy and Insider Trading Policy for more information.

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5.    CONFLICTS OF INTEREST

A “conflict of interest” exists when a person’s private interests may be contrary to the interests of clients or shareholders of Victory Capital. A conflict may arise if a Victory Capital employee takes actions or has business, financial or other interests that may make it difficult to perform his or her work objectively and effectively.

Conflicts of interest may arise, for example, if a Victory Capital employee or his or her Immediate Family member receives improper personal benefits (for example, personal loans, services, or payment for services) as a result of his or her position at Victory Capital or gains personal enrichment or benefits through access to confidential information. Conflicts may also arise if a Victory Capital employee or an Immediate Family member holds a financial interest in a company that does business with Victory Capital or has outside business interests that may result in divided loyalties or compromised independent judgment. Conflicts may also arise when making securities investments for Proprietary Funds or Personal Accounts or when determining how to allocate trading opportunities.

Conflicts of interest can arise in many common situations, despite best efforts to avoid them. This Code does not attempt to identify all possible conflicts of interest. Literal compliance with each of the specific procedures will not shield Access Persons from liability for Personal Trading or other conduct that violates fiduciary duties to Victory Capital clients. Victory Capital employees are encouraged to seek clarification of, and discuss questions about, potential conflicts of interest. Any questions regarding a conflict of interest or potential conflict of interest should be directed to a manager, the CCO or a representative of the LCR Department.

The following areas represent many common types of conflicts of interests and the procedures to be followed; however, the list is not intended to be all-inclusive. A summary is provided for each case, but further details can be found in the related Policies and Procedures. For questions related to potential conflicts, please contact a member of the LCR Department.

A.   Gifts and Entertainment

Gifts

Giving or receiving gifts or other items of value to or from persons doing business or seeking to do business with Victory Capital could call into question the independence of its judgment as a fiduciary of its clients. Accordingly, it is the policy of Victory Capital to permit such conduct only in accordance with the limitations stated herein.

Victory Capital’s policies on gifts and entertainment are derived from industry practices. Employees should be aware that there are various laws and regulations that prohibit firms and their employees from giving anything of value to employees of various financial institutions in connection with attempts to obtain any business transaction with the institution, which is viewed as a form of bribery. If there is any question about the appropriateness of any particular gift, an employee should consult a member of the LCR Department.

Under no circumstances may a gift to Victory Capital or any employee be received as any form of compensation for services provided by Victory Capital or an employee. Gifts of nominal value may be given to or accepted from present or prospective customers, brokers, service providers, suppliers or vendors with whom Victory Capital has a business or potential business relationship. Victory Capital employees are required to promptly report all gifts given in excess of $50 in Victory Capital’s expense reporting system (Concur). Any gifts received in excess of $50 must promptly be disclosed in MCO. Gifts from an individual or entity may not exceed $100 in aggregate value in any calendar year unless approval is obtained from the employee’s direct manager and the LCR Department.

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Gifts of up to $100 per person per year may be provided to present or prospective customers, brokers, service providers, suppliers or vendors with whom Victory Capital has a business or potential business relationship.    

Additional policies concerning gifts may be applicable depending on the type of customer (e.g., ERISA, foreign, union, government officials, or Covered Government Officials).    

Please refer to Victory Capital’s Gifts and Entertainment Policy (F-3) for more information.

Entertainment

Employees may sponsor and participate in Reasonable and Customary Business Entertainment. Any Business Entertainment that is not Reasonable and Customary must be pre-approved by the CCO and the employee’s manager. You must accompany the persons being entertained for an entertainment activity to qualify as permissible Business Entertainment. All Business Entertainment expenses must be reported promptly in Concur, listing each attendee at the entertainment event. The receipt of Business Entertainment in excess of $50 per occurrence per employee must be disclosed promptly after each occurrence in MCO. If the client, broker, service provider, vendor or supplier is not present, the entertainment is considered a gift. Items that are normally associated with entertainment that are given or received during a virtual event can be considered entertainment as long as the appropriate parties are in attendance at the virtual event.

Additional policies concerning gifts and entertainment may be applicable depending on the type of customer (e.g., ERISA, foreign, union, government officials, or Covered Government Officials).

Please refer to Victory Capital’s Gifts and Entertainment Policy (F-3) for more information.

B.   Political Contributions

SEC regulations limit political contributions to Covered Government Officials by employees of investment advisory firms and certain affiliated companies. The SEC’s “Pay-to-Play” Rule 206(4)-5 (the “Rule”) prohibits advisers from receiving any compensation for providing investment advice to a government entity within two years after a contribution has been made by the adviser or one of its covered associates. The two-year time out is triggered by a political contribution to an official of a government entity. The date of the contribution starts the time out.    

The Rule permits contributions of up to $350 per person for any election to an elected official or candidate for whom the individual is entitled to vote, and up to $150 per person for any election to an elected official or candidate for whom the individual is not entitled to vote. Many U.S. cities, states and other government entities have also adopted regulations restricting political contributions by associates of investment management firms seeking to provide services to a governmental entity. While contributions to candidates in federal elections would generally not raise any issues under state or local laws, contributions to state and local officials may not be approved depending on the circumstances. Prior to the commencement of employment, new employees must disclose all political contributions in the past 2 years to Human Resources. During employment, Victory Capital employees must receive approval from the LCR Department through MCO before making personal political contributions at all levels. Political contributions which require pre-approval include, but are not limited to, the following:

• Covered Government Officials;

• Federal candidate campaigns and affiliated committees;

• Political Action Committees (PACs) and Super PACs; and

• Non-profit organizations that may engage in political activities, such as 501(c)(4), 501(c)(6) organizations, and 527 organizations

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Note: U.S. national political party donations (e.g. Democratic or Republican) do not require pre-clearance.

Contributions include:

• Monetary contributions, gifts or loans;

• “In kind” contributions (e.g. donations of goods or services or underwriting or hosting fundraisers);

• Contributions to help pay a debt incurred in connection with an election (including transition or inaugural expenses, purchasing tickets to inaugural events);

• Contributions to joint fund-raising committees; or

• Contributions made by a PAC that is controlled by an Access Person.

See Victory Capital’s Political Contributions Policy (F-2) for more information.

C.   Outside Business Activities

Prior to commencement of employment with Victory Capital, all Outside Business Activities (“OBAs”) must be disclosed to Human Resources. During employment and prior to commencement of any new OBA, employees must fill out and submit an OBA request form in MCO. Employees are responsible for notifying the Compliance Department of any material OBA changes and must review, update and certify quarterly to their OBA activities.

Holding Political Office/Appointments

Victory Capital employees must avoid any political appointment that may conflict with the performance of his or her duties for Victory Capital. Prior written approval must be obtained from the CCO before holding political office and, if approved, must be confirmed annually through the compliance certification process. Employees must expressly remove themselves from discussions and decisions regarding Victory Capital, its products or services when Victory Capital may be a competitor for business related to their appointment.

Outside Employment or Business Activities

Employees may pursue other interests on their own time as long as the activity doesn’t reflect negatively on Victory Capital and does not interfere or conflict in any way with Victory Capital or its clients. However, full-time employees of Victory Capital should consider their position to be their primary employment.

All outside business activities must be reported to and pre-approved by both the employee’s direct manager and the CCO. Outside employment or business activities may be considered any activity conducted by a Victory Capital employee for another organization or business purpose that is outside the scope of the employee’s job function for Victory Capital. This includes, but is not limited to, being an employee, independent contractor, consultant, sole proprietor, officer, director or partner of another organization, or being compensated by, or having the reasonable expectation of compensation from, any other person or organization as a result of any business activity outside the scope of the relationship with Victory Capital. Certain activities are not considered reportable OBAs, including any non-investment related activity that is exclusively charitable, civic, religious or fraternal and is recognized as tax exempt.

Passive investments may be exempted from the reporting and pre-approval requirement. Although passive investments are exempted from the reporting requirements under the Outside Employment or Business Activities section of this Code, they may be subject to the reporting and pre-clearance requirements that fall under the Limited Offerings and Private Placements section of this Code. Any questions regarding non-compensated outside employment or business activities and passive investments should be directed to the CCO.    

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Absent prior approval of the CCO or the Chief Executive Officer, no employee of Victory Capital may serve on the board of directors of any publicly traded company or investment company. An employee’s or Immediate Family member’s service on a for-profit private company’s board of directors must also be pre-approved by the employee’s direct manager and the CCO or CLO, and reported on the employee’s annual Code certification.

All outside employment or business activities must be reported to and pre-approved by both the employee’s direct manager and the CCO and reported on the employee’s quarterly certification. Employees are prohibited from the commencement of any outside employment or business activities until the CCO’s final approval within MCO has occurred.

In addition to these outside employment or business activity procedures, all employees who are registered representatives of VCS must also adhere to related requirements as set forth in VCS’s Written Supervisory Procedures Manual.

See Victory Capital’s Outside Business Activity Policy (F-4) for more information.

Bequests

A bequest is the act of leaving or giving something of value in a will. The acceptance of a bequest from a client, vendor or business partner may raise questions about the propriety of that relationship. Any potential or actual bequest in excess of $100 made to an employee by a client, vendor, or business partner under a will or trust agreement must be reported to the LCR Department. Such bequests shall be subject to the approval of the employee’s manager and CCO.

D.   Other Prohibitions on Conduct

In addition to the specific prohibitions detailed elsewhere in the Code, Victory Capital employees are subject to a general requirement not to engage or participate in any act or practice that would defraud Victory Capital clients. This general prohibition includes, among other things:

• Making any untrue statement of a material fact or employing any device, scheme or artifice to defraud a client;

• Omitting to state a material fact, or failing to provide any information necessary to properly clarify any statements made, in light of the circumstances, thereby creating a materially misleading impression;

• Misuse of client confidential information;

• Making investment decisions, changing internal research ratings and trading decisions other than exclusively for the benefit and in the best interest of our clients;

• Using information about investment or trading decisions or changes in research ratings (whether considered, proposed or made) to benefit or avoid economic injury to an Access Person or anyone other than our clients.

• Taking, delaying or failing to take any action with respect to any research recommendation, report or rating or any investment or trading decision for a client in order to avoid economic injury to an Access Person or anyone other than a client;

• Purchasing or selling a security on the basis of knowledge of a possible trade by or for a client with the intent of personally profiting from personal holdings in the same or related securities (“front-running” or “scalping”);

• Revealing to any other person (except in the normal course of an employee’s duties on behalf of a client) any information regarding securities transactions by any client or the consideration by any client of any such securities transactions; or

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• Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on a client or engaging in any manipulative practice with respect to any client.

E.   Review of Employee Communications

All correspondence related to Victory Capital’s business and any client correspondence is subject to review by the LCR Department. Victory Capital is required to maintain original records of employee correspondence that is communicated on approved devices (such as through email). In addition, Victory Capital is required to monitor employee communications and compliance with Victory Capital’s conflicts of interest and insider trading policies and procedures. Consequently, Victory Capital reviews or archives all employee communications, including emails and other forms of electronic communication for compliance purposes. Employees are advised that they should have no expectation of privacy regarding personal communications that are sent or received on company-provided or connected electronic devices or communication platforms, such as instant messages or emails.

Employees are prohibited from sending communications regarding Victory Capital business via any personal, non-Victory Capital email account, instant messaging, text or other method that is not captured in our archiving system. Employees may only use Victory Capital’s e-mail system, instant messaging system, Bloomberg and other explicitly approved methods for business-related communications. Employees are permitted to communicate on Victory Capital’s e-mail system connected through personal mobile devices such as smartphones. See Victory Capital’s Corporate Information Protection and Technology Use Policy (A-8) for more information.

6.   STANDARDS OF BUSINESS CONDUCT

• Every employee has a duty to place the interests of Victory Capital client accounts first and not take advantage of his or her positions at the expense of Victory Capital or its clients.

• Victory Capital employees must not mislead or defraud any Victory Capital clients by any statement, act or manipulative practice.

• All personal securities transactions must be conducted in a manner to avoid any actual, potential, or appearance of, a conflict of interest, or any abuse of an employee’s position of trust and responsibility with Victory Capital.

• Victory Capital employees may not induce or cause a client to take action, or not to take action, for personal benefit.    

• Victory Capital employees may not share portfolio holdings information except as permitted under Victory Capital’s Disclosures of Portfolio Securities Policy (B-15). See the policy for more information.

• Every Access Person must notify the CCO or CLO, as soon as reasonably practical, if he or she is arrested, arraigned, indicted or pleads no contest or guilty to any criminal offense (other than minor traffic violations) or if named as a defendant in any investment-related civil proceeding or any administrative or disciplinary action.

7.   PERSONAL TRADING, CODE OF ETHICS REPORTING AND CERTIFICATIONS

Personal Trading is a privilege granted by Victory Capital that may be withdrawn at any time. The CCO has complete discretion over all Personal Trading activity and has no obligation to explain any denial or restriction relating thereto. Employees who violate Personal Trading restrictions may be required to disgorge any gains generated (or losses avoided) by Personal Trading. Access Persons must maintain adequate records of all Personal Trading transactions and be prepared to disclose those transactions to the LCR Department.

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A.   Employee Investment Accounts

Subject to disclosure and pre-clearance requirements, Access Persons may open and maintain Managed Accounts and Personal Accounts with select brokers supported by MCO through direct electronic feeds (“Approved Brokers”). Any accounts held with a broker that is not on the Approved Broker List must be transferred to an Approved Broker within 90 days of the commencement of employment with Victory Capital.

On a case-by-case basis, the LCR Department may approve certain accounts held with brokers that are not on the Approved Brokers List. The LCR Department must still receive duplicate statements and confirmations directly from the broker for each of these types of accounts.    

For a list of Approved Brokers see Appendix 2 – Approved Brokers List. For a summary of account disclosure requirements see Appendix 3 – Investment Account Disclosure. For a summary of pre-clearance requirements see Appendix 4 – Reportable Securities.

Managed Accounts

Access Persons may open and maintain Managed Accounts with Approved Brokers. With the exception of IPOs and Limited Offerings, the requirements listed below under Personal Trading Requirements and Restrictions do not apply to Managed Accounts. Participation in an IPO or a private placement in a Managed Account still requires prior approval of the CCO or his/her designee.

Managed Accounts require the following:

• They must be approved by the LCR Department prior to trading or on the next quarterly certification, whichever is sooner;

• At the end of each quarter, all employees must certify that all Managed Accounts have been disclosed and verify all transactions are correctly reflected in MCO;

• The employee must certify and the LCR Department must be able to independently verify that the account is truly discretionary;

• The broker must provide to the Compliance Department duplicate confirmations or an electronic data feed of each transaction in the account;

• Access Persons may not exercise any direct or indirect influence or control over the transactions; and

• Access Persons must certify quarterly that they had no direct or indirect influence or control over any transactions that occurred in their Managed Accounts.

Failure to adhere to these requirements could lead to disciplinary actions and penalties up to and including termination.

Personal Accounts

Access Persons may open and maintain Personal Accounts with brokers on the Approved Brokers List. All requirements listed below under Personal Trading Requirements and Restrictions apply to Personal Accounts.

Personal Accounts require the following:

• They must be approved by the LCR Department prior to trading or on the next quarterly certification, whichever is sooner;

• At the end of each quarter, all employees must certify that all Personal Accounts have been disclosed and verify all Personal Trades or transactions are correctly reflected in MCO.

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Access Persons acknowledge and agree that Victory Capital may request and obtain information regarding Personal Accounts from broker-dealers. Victory Capital may use personal information, including name, address and social security numbers, to identify and verify employee accounts.

B.   Employee Investment Account Reporting

Investment Account Disclosure

All Personal Accounts and Managed Accounts must be disclosed to and approved by the LCR Department prior to trading or on the next quarterly certification, whichever is sooner. New Hires may not trade in their existing accounts until they have been disclosed and approved by the LCR Department. By regulation, such disclosure must take place within 10 days of hire. Failure to comply may result in sanctions imposed by the Victory Capital Compliance Committee and/or Board of Directors.

Initial Holdings Report/Annual Holdings Report

No Personal Trading will be authorized before the LCR Department has received a completed Initial Holdings Report as part of the new hire on-boarding process. Any exceptions must be approved by the CCO. The Initial Holdings Report must be submitted to the Compliance Department within ten (10) calendar days of becoming an Access Person. All Access Persons must submit a similar report annually to the Compliance Department. These reports must include the following information:

• The date when the individual became an Access Person (Initial Holdings Report only);

• The name of each Personal Account in which any securities are or could be held in the Beneficial Interest of the Access Person, and the name of the broker-dealer or financial institution holding these accounts;

• Current holdings in private placements (or non-public offering), including private equity, hedge funds or partnerships; and

• Each Reportable Security or Reportable Fund in which the Access Person has a Beneficial Interest, including title, number of shares, and principal amount. Holdings information must be current as of 45 calendar days before the report is submitted.    

Quarterly Securities Transaction Report

At the end of each quarter, every Access Person must verify his or her Personal Trades or transactions in Personal Accounts through MCO by submitting a Securities Transaction Report (“STR”) no later than 30 calendar days following the end of each calendar quarter (whether or not trades were made). The STR must include:

• A description of any transaction in a Reportable Security or Reportable Fund effected during the preceding quarter, such as the date, number of shares, principal amount of securities involved, nature of the transaction (i.e., a buy or a sell), price, and the name of the broker-dealer or financial institution that effected the transaction; and

• The name and number for any account established in the preceding quarter, including the name and address of the broker-dealer or financial institution where the account is held and the date it was created.

Certain transactions are exempt from the quarterly reporting requirement. See “Summary of Pre-clearance Requirements” in Appendix 4 – Reportable Securities for more information.

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C.   Personal Trading Requirements and Restrictions

Prohibited Securities and Transactions

Commodities, currencies (including cryptocurrencies such as Bitcoin and Ethereum), futures, options, and selling securities short are prohibited in Personal Accounts.

Investments in companies under common control of VCH are also prohibited in Personal Accounts.

Pre-clearance Requirement

Transactions that require pre-clearance are listed in Appendix 4 – Reportable Securities.

For transactions that require preclearance, employees must obtain compliance approval prior to executing the transaction. Approval may only be requested by submitting a Personal Trade Pre-Clearance Request (“PTR”) in MCO. Compliance approval expires at the end of the trading day approval was provided (see exception granted to Covered Persons, as defined in VCH’s Insider Trading Policy).

In certain circumstances, an approved and executed Personal Trade may need to be broken or profits disgorged (e.g. a Blackout Period triggered by subsequent client trading).

Prohibition on Personal Trades Ahead of Client Pending Orders

Access Persons are prohibited from executing Personal Trades in securities where they are aware of any pending orders in such securities by any Franchise that, if executed, would trigger a Blackout Period, create a conflict, or disadvantage a client. Adherence to the above Pre-Clearance Requirement does not provide relief from this prohibition.

Franchise Blackout Period

The Franchise Blackout Period is triggered by all client trades within an employee’s specific Franchise. There are no exceptions to the Franchise Blackout period. Therefore, a Personal Trade by a Franchise employee in the same name as a client trade of that employee’s Franchise during a Blackout Period is strictly prohibited.

Solutions Team Blackout Period

The Solutions Team Blackout Period is triggered by all Solutions Platform client trades. Therefore, a Personal Trade by a Solutions Team member during a Blackout Period in the same name as a Solutions Platform client is generally prohibited. Personal Trades in De Minimis Securities by Solutions Team members are not subject to the Solutions Team Blackout Period. The CCO, or his/her designee, may determine that a non-volitional client trade (e.g. cash flow trading) did not trigger a Blackout Period. In such cases, Compliance will confirm that there are no other potential conflicts before approving the Personal Trade.

The CCO, or his/her designee, may extend the Solutions Team Blackout Period beyond 10 days and apply it to employees outside of the Solutions Team during rebalance periods.

Standard Blackout Period

For all other employees (e.g. support staff), the Standard Blackout Period is triggered by all client trades. Therefore, a Personal Trade by an employee during a Blackout Period in the same name as any client is generally prohibited. Personal Trades in De Minimis Securities are not subject to the Standard Blackout Period. The CCO, or his/her designee, may determine that a non-volitional client trade (e.g. cash flow trading) did not trigger a Blackout Period. In such cases, Compliance will confirm that there are no other potential conflicts before approving the Personal Trade. Additionally, in certain situations (e.g. shared office spaces), the CCO, or his/her designee, may apply the Standard Blackout Period to Franchise or Solutions employees.

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Short-Term Holding Period

Personal Trading must be for investment purposes rather than for speculation. Access Persons may not purchase and sell or sell and purchase the same security within sixty (60) calendar days, calculated on a LIFO basis. This means each purchase will require you to hold your entire position in that security for 60 days. Similarly, this means each sale will require you not to purchase that name for 60 days. Excess profits (or losses avoided) as a result of violating this restriction may be subject to disgorgement. Access persons should carefully consider whether they have the conviction to hold an entire position or refrain from adding to a position for at least 60 days before engaging in buy or sell transactions. See exceptions related to trading in Victory Capital stock. The Short-Term Holding Period only applies to transactions that require pre-clearance.

The CCO, in his/her sole discretion, may approve exceptions to this requirement.

Maximum Allowable Trades

Access Persons are limited to 20 Personal Trades per calendar quarter across their Personal Accounts. A trade in the same security in multiple accounts on the same day will count as one trade. The CCO, in his/her sole discretion, may approve exceptions to this requirement.

Small Market Capitalization Securities

Victory Capital generally discourages Personal Trading in smaller market capitalization stocks (e.g. less than $1 billion), especially any “microcap stocks”, as these securities could lead to a potential conflict of interest if they are also purchased in client accounts. Personal Trading by members of a Franchise in common holdings with Victory Capital clients, especially in low volume or low market capitalization stocks, could lead to a potential conflict of interest and therefore may be prohibited.

IPO Rule

No Access Person may directly or indirectly acquire a Beneficial Interest in any securities offered in an IPO or in an Initial Coin Offering (ICO), in a Personal Account or Managed Account, without prior approval of the CCO or his/her designee.

Limited Offerings (Private Placements)

No Access Person may acquire a Beneficial Interest in a private placement without the prior approval of the CCO or his/her designee. Prior approval is required whether investing directly or through a Personal Account or Managed Account. Private placements, such as investment in a private company, investments in a hedge fund or other private investment fund are reportable through the pre-clearance process. Subsequent capital contributions and full or partial redemptions must be pre-cleared through MCO.

Market Timing Mutual Fund Transactions

Access Persons shall not participate in any activity that may be construed as market timing of mutual funds. Specifically, no employee shall engage in excessive trading or market timing activities as described in each prospectus of a Proprietary Fund or Reportable Fund.    

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Trading in Victory Capital Stock

Victory Capital Stock (VCTR) is a Reportable Security under the Code and any transaction in VCTR in a Personal Account must be precleared. Victory employees may be eligible for certain benefits related to VCTR, such as participation in the ESPP and grants of stock options or restricted stock. Certain transactions related to these benefits will require pre-clearance. For a summary of pre-clearance requirements for VCTR see Pre-Clearance Requirements for Victory Capital Stock under Appendix 4 – Reportable Securities. If an employee is uncertain whether a transaction requires pre-clearance, they should consult with the CCO or a member of the Compliance Department prior to trading.

VCTR transactions related to the above employee benefits will not trigger the Short-Term Holding Period in a Personal Account. Likewise, VCTR transactions in a Personal Account will not affect an employee’s ability to exercise such employee benefits.

Covered Persons, as defined in VCH’s Insider Trading Policy, will have 3 business days upon receipt of approval to effect transactions in VCTR.

D.    Representations and Warranties

Each time an Access Person submits a PTR, that Access Person shall be deemed to make the following representations and warranties:

• They are not in possession of any MNPI for the requested security;

• They are not aware of any client trading in the same security during any Blackout Period to which the employee is subject

• They have not traded the same position in the opposite direction, in the past 60 days (Mandatory Short-Term Holding Period);

E.    Quarterly and Annual Certifications of Compliance

Each Access Person is required to certify quarterly that he or she has disclosed all reportable:

1. Gifts and entertainment;

2. Outside Business Activities;

3. Political activity and contributions;

4. All Personal Trading Accounts, including Managed Accounts; and

5. Personal Trades.

Each Access Person is required to certify annually to the following:

1. They have read, understand and complied with this Code and other related policies;

2. They have read, understand and complied with Victory Capital’s Corporate Information Protection and Technology Use Policy (A-8);

3. They have provided and verified all reportable holdings data; and

4. They have answered all additional questions and disclosures within Victory Capital’s Annual Code of Ethics Certification in an accurate and truthful manner.

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F.    Review Procedures

The LCR Department will maintain review procedures consistent with this Code.

G.    Recordkeeping

All Code of Ethics records will be maintained pursuant to the provisions of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company Act. See Victory Capital’s Books and Records Policy (M-13) for more information.

H.    Whistleblower Provisions

If an Access Person believes that there has been a violation of this Code, he or she must promptly notify the CCO or CLO or report anonymously to the Victory Capital Ethics telephone hotline at 800-584-9055. Access Persons are protected from retaliation for reporting violations of this Code. Retaliation or the threat of retaliation against an Access Person for reporting a violation constitutes a further violation of this Code and may lead to immediate suspension and further sanctions. See Victory Capital’s Whistleblower and Reporting Suspicious Activity Policy (F-8) for more information.

Victory Capital is also responsible for communicating the Affiliated Funds’ whistleblower procedures to our employees. The Affiliated Funds have implemented procedures for receiving anonymous reports of suspected or actual violations of Affiliated Funds’ policies and questionable accounting, internal accounting controls, or auditing matters. Call 866-844-3863 to initiate a report regarding an Affiliated Fund.

I.    Confidentiality

All information obtained from any employee shall be kept in strict confidence, except when requested by the SEC or any other regulatory or self-regulatory organization, and may otherwise be disclosed to the extent required by law or regulation. Additionally, certain information may be provided to a broker-dealer, service provider or vendor, such as employee name, social security number and home address, in order to ascertain Personal Trading activity that is required to be disclosed by an Access Person.

J.   Reporting to the Board of Directors of Affiliated Funds

At least annually, Victory Capital will provide the Board of Directors of Affiliated Funds with information regarding: 1) any Material Violations under this Code and any sanctions imposed as a response to such Material Violation; and 2) certification that Victory Capital has adopted procedures necessary to prevent Access Persons from violating this Code.

8.     CODE OF ETHICS VIOLATION GUIDELINES

Each Access Person is responsible for conducting his or her activities in accordance with this Code. Violations of the Code may result in applicable sanctions.    

Sanctions may correlate to the severity of the violation and may take into consideration, among other things, such factors as the frequency and severity of any prior violations. The CCO may recommend escalation to the Victory Capital Board of Directors and Compliance Committee. When necessary, the Victory Capital Board of Directors may obtain input from the Compliance Committee and the CCO when determining whether such violation is a Material Violation.

The CCO holds discretionary authority to revoke Personal Trading privileges for any length of time and also reserves the right to lift Personal Trading sanctions in response to market conditions. Additionally, the CCO

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or Compliance Committee may impose a monetary penalty for any violation. The CCO will report all warnings, violations and sanctions to the Compliance Committee.    

Minor Violations	Potential Actions
•  Provided incorrect or incomplete account or trading information •  Engaging in a pattern of discouraged or excessive trading •  Trading without pre-clearance approval when trade would have normally been approved and additional violations did not occur •  Failure to submit a complete or timely initial or annual holdings or securities transactions report •  Failure to provide the Compliance Department a duplicate confirmation in a timely manner after request or notice by the Compliance Department •  Failure to pre-clear properly an outside business activity prior to commencement of such activity •  Failure to complete a quarterly or annual certification by due date •  Failure to pre-clear an investment in a private placement that would have been approved	•  LCR Department may question employee and document response •  1st violation within a 12-month period may result in a warning letter •  CCO and Compliance Committee may be notified of all warnings and citations given to employees •  Employee may be required to break a trade or disgorge profits from the trade •  Any additional actions the CCO or LCR Department deem appropriate under the circumstances
Technical Violations	Potential Actions
•  Any pattern of a Minor Violation within a 12-month period may qualify as a Technical Violation •  Failure to report a Personal Account •  Trading without pre-clearance approval when trade would not have been approved •  Trading without pre-clearance or supplied incorrect information, which may have resulted in additional violations •  Failure to pre-clear any activity that would have been denied by the Compliance Department •  Any willful violations of the Code, as determined by the CCO, to be more severe than a Minor Violation	•  LCR Department may question employee and document response •  LCR Department may issue a warning letter •  Compliance Committee may be notified •  Human Resources may be notified •  Employee may be required to break a trade or disgorge profits from the trade – any such profits will be collected by Victory Capital and donated to charity •  Temporary ban from Personal Trading for no less than 30 calendar days •  A fine may be imposed, as determined by the CCO on a case-by-case basis •  Any other actions deemed appropriate by the CCO or the LCR Department
Repeat Technical Violations	Potential Actions
•  Any Technical Violation that is repeated at least two (2) times during a 12-month period	•  CCO may meet with employee’s direct manager to discuss violation •  Human Resources may be notified •  Employee may be required to break a trade or disgorge profits from the trade – any such profits will be collected by Victory Capital and donated to charity •  Three (3) or more technical violations within a 12- month period may receive a citation letter, monetary fine and loss of Personal Trading privileges for no less than 90 calendar days •  Any other actions deemed appropriate by the CCO or the LCR Department

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Material Violations / Fraudulent Actions

Potential Actions

• Any Material Violation

•  Compliance Committee will review and recommend sanctions and penalties up to and including termination of employment •  The Board of Directors and, when applicable, clients may be notified •  Possible criminal sanctions imposed by regulatory authorities •  A fine of $10,000 may be imposed by the Board of Directors •  Any other actions deemed appropriate by the CCO, Compliance Committee or the Board of Directors

The Code of Ethics Violation Guidelines provides examples of potential Code violations and the actions that Victory Capital might take if employees are in violation of the Code; it is not intended to serve as an exhaustive list of potential Code violations or actions relating thereto. All findings of Code violations and any actions relating thereto will be made on a case-by-case basis. The CCO has discretion to interpret violations and impose various sanctions in response to such violations as deemed necessary.

Reconsideration

If an Access Person wishes to dispute a violation notice, he or she may submit a written explanation of the circumstances of the violation to the CCO. The CCO (and the CLO if escalation is deemed necessary) will review submissions on a case by case basis. The CCO and CLO are under no obligation to change any sanction that has been imposed.

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Appendix 1 – Affiliated Funds, Proprietary Funds & Reportable Funds

As described in this Code, certain restrictions apply to trading in an Affiliated Fund, a Proprietary Fund and any fund sub-advised by Victory Capital. Please refer to the company’s intranet site “Under the wing” for a complete list or follow one of the links below.

Affiliated Funds

For the most up-to-date list of Affiliated Victory Funds, please visit www.vcm.com.

Proprietary Funds

Pre-clearance is required before trading in one of the following Proprietary Funds, which is a fund or product in which Victory Capital or its employees have an aggregate of 25% or more Beneficial Interest:

• Victory Munder Small Cap Growth Fund (MASCX, MYSGX), managed by Munder Capital Management

• Victory Munder Small Cap/Mid-Cap Blend (strategy), managed by Munder Capital Management

• Victory Trivalent Emerging Markets Small Cap Fund (MAEMX, MYEMX), managed by Trivalent Investments

Sub-Advised Funds

Victory Capital acts as sub-adviser to a number of unaffiliated registered investment companies (mutual funds). Please refer to Victory Capital Management Inc.’s ADV filed with the SEC by searching for the firm name on https://www.adviserinfo.sec.gov. ADV Part 1 contains SECTION 5.G.(3), which lists “Advisers to Registered Investment Companies and Business Development Companies”. The name of the fund complex can be obtained by searching for the SEC File Number (under More Options) using EDGAR: https://www.sec.gov/edgar/searchedgar/companysearch.html. A complete list is also available on the company’s intranet site “Under the wing” under the compliance tab.

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Appendix 2 – Approved Brokers List

You are allowed to open new or maintain existing personal or managed accounts at any of the brokers listed below. However, you may NOT begin trading in a brokerage account until it is reported in MCO and set up on our broker data feed. The approved brokers have been divided into tiers based on how responsive they typically are to our requests to add new accounts to the broker data feed.

Tier 1 Approved Brokers

These brokers provide enhanced broker data feed functionality and typically add new accounts to our broker data feed within 1 – 3 business days.

1.	Charles Schwab
2.	Fidelity Investments
3.	Interactive Brokers
4.	TD Ameritrade

Tier 2 Approved Brokers

These brokers may take longer than Tier 1 Approved Brokers, but they generally add new accounts to our broker data feed within 5 business days.

1.	Ameriprise Financial Services
2.	E*TRADE
3.	Edward Jones
4.	Merrill Lynch
5.	UBS
6.	Vanguard

Tier 3 Approved Brokers

These brokers may require you to sign a form before they will add a new account to our broker data feed, and/or typically take longer to update the feed once all their requirements are met – your ability to trade in a new account at these firms may be significantly delayed.

1.	JP Morgan Chase
2.	Morgan Stanley
3.	Northern Trust
4.	Raymond James
5.	RBC
6.	Wells Fargo

Approved Non-Brokers

The following types of accounts are typically not held through a traditional brokerage firm but are still allowed under the Code of Ethics – you may be required to manually report transactions effected in reportable securities within these types of accounts.

1.	Employer Sponsored Retirement Plans
2.	ESOP/ESPP
3.	Direct Registration Service (DRS – i.e. Computershare,
	American Stock Transfer Company, etc.)

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Appendix 3 – Investment Account Disclosure

New Hires may not trade in their existing accounts until they have been disclosed and approved by the LCR Department. By regulation, such disclosure must take place within 10 days of hire. All new Personal Accounts and Managed Accounts must be reported to the LCR Department prior to trading or on the next quarterly certification, whichever is sooner. Failure to comply may result in sanctions imposed by the Victory Capital Compliance Committee and/or Board of Directors.

The below chart summarizes certain account types and their disclosure requirements. If an employee has a beneficial interest in any account identified below, they must follow the disclosure requirements. If an employee is uncertain whether an account should be disclosed or if they have a beneficial interest in an account not listed below, he or she should consult with the CCO or a member of the Compliance team.

Account Type	Initial Disclosure	Periodic Verification
All Personal Accounts	Yes	Yes
All Managed Accounts	Yes	Yes
Affiliated Fund Direct Accounts	Yes	Yes
401(k) if able to hold Reportable Securities	Yes	Yes
Security Lending Accounts	Yes	Yes
Margin Accounts	Yes	Yes
Investment Club Accounts	Yes	Yes
Private Placements	Yes	No
Unaffliated Open-end Mutual Fund Direct Accounts	No	No
Retirement accounts if unable to hold Reportable Securities	No	No
529 Plans	No	No
Bank accounts if unable to hold Reportable Securities	No	No
Donor Advised Fund (only pre-clear gift of stock to account)	No	No

Also see the Account Reporting Job Aid for more details.

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Appendix 4 – Reportable Securities

Personal Accounts generally require employees to pre-clear transactions by submitting PTRs through MCO. See Section VI: Personal Trading Requirements and Restrictions for more information.

Summary of Pre-clearance and Reporting Requirements

The below chart summarizes the pre-clearance and reporting requirements of certain security types. Additional details can be found in the Pre-Clearance Job Aid. If an employee is uncertain whether a transaction requires pre-clearance, he or she should consult with the CCO or a member of the Compliance team. For Victory Capital Stock, please refer to the Summary of Pre-Clearance Requirements for Victory Capital Stock provided in this Appendix.

 Prohibited in Personal Accounts

Commodities

Futures

Options

Currencies, including digital currencies (e.g. Bitcoin)

Selling Securities Short

Companies under common control with VCH

Pre-clear in Managed Accounts and Personal Accounts

Initial Public Offerings (IPO)

Private placements

Pre-clear in Personal Accounts

Equities

Corporate, High-Yield, Convertible, International, and Municipal Bonds

Exchange-traded funds (ETFs), including Victory Capital ETFs

Exchange-traded notes (ETNs)

Closed-end funds

Mortgage-Backed Securities

Agency Securities (e.g. Fannie Mae, Freddie Mac etc.)

Trust preferred & traditional preferred securities

Any securities that are gifted or donated by an Access Person (e.g. direct to charity or to donor advised fund)

Unit investment trusts

Victory Proprietary Funds (MASCX, MYSGX, MAEMX, MYEMX)

Victory Capital 401(k) transactions greater than $100,000 in a Proprietary Fund

Reportable ONLY (pre-clearance NOT required)

Dividend Reinvestment Plans (DRIPs)

Victory or USAA Mutual Funds, unless it’s a Proprietary Fund

Variable insurance products only where Victory Capital serves as adviser or sub-adviser

Exempt Transactions (only the effect of these transactions will be captured as an update on the annual holdings certification)

Approved automatic or periodic investment plans

Dividend reinvestment transactions

Corporate action transactions (e.g., stock splits, rights offerings, mergers and acquisitions)

Security lending transactions

Exempt Securities not subject to the Code

Direct obligations of the U.S. government

Bankers’ acceptances, bank certificates of deposit and commercial paper

Investment grade, short-term debt instruments, including repurchase agreements

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Money market funds

Variable insurance products unless Victory Capital acts as adviser or sub-adviser

Unaffiliated open-end mutual funds

Investments in qualified tuition programs (“529 Plans”), including the USAA College Savings Plan

Physical commodity contracts

Summary of Pre-Clearance Requirements for Victory Capital Stock (ticker “VCTR”)

VCTR Transaction Description	Pre-Clear
Common Stock (Class A Shares)
Employee purchase or sale in any Personal Account (e.g. a brokerage account for the benefit of the employee or for the benefit of the employee’s Immediate Family)	Yes
Employee purchase or sale in a Managed Account approved by Compliance.	No
Employee Stock Purchase Plan (ESPP)
Purchases made pursuant to Employee Stock Purchase Plan	No
Sales of shares acquired through the Employee Stock Purchase Plan	Yes
Options
Sale of shares in the open market acquired through the exercise of any options	Yes
Cash Exercise - Employee pays the entire cost of the exercise.	No
Withhold Shares - Victory Capital withholds shares equal to the cost of the exercise.	No
Restricted Stock (Class B Shares)
Selling restricted stock in the open market	Yes
Cash - Cash payment to cover vested shares tax liability	No
Net - Surrender shares to Victory Capital to cover vested shares tax liability	No
10b5-1 Trading Plan
Officers of VCH required to make filings under Section 16 of the Securities and Exchange Act of 1934, as amended, conducting trades in accordance with an approved 10b5-1 Trading Plan.	No

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Appendix 5 – ETFs Eligible for De Minimis Transaction Exemption

Firm rades in the following ETFs will not trigger any Blackout Period due to their use as highly liquid cash management vehicles in various Victory Capital accounts.

Name	Symbol	CUSIP
iShares 7-10 Year Treasury Bond ETF	IEF	464287440
iShares 20+ Year Treasury Bond ETF	TLT	464287432
iShares Core MSCI EAFE ETF	IEFA	46432F842
iShares Core MSCI Emerging Markets ETF	IEMG	46434G103
iShares Core S&P 500 ETF	IVV	464287200
iShares Core U.S. Aggregate Bond ETF	AGG	464287226
iShares FTSE China 25 Index	FXI	464287184
iShares iBoxx $ High Yield Corporate Bond	HYG	464288513
iShares iBoxx $ Investment Grade Corporate Bond ETF	LQD	464287242
iShares MSCI ACWI Index Fund	ACWI	464288257
iShares MSCI China Index Fund	MCHI	46429B671
iShares MSCI Emerging Index Fund ETF	EEM	464287234
iShares MSCI EAFE Index Fund ETF	EFA	464287465
iShares MSCI Japan Index Fund ETF	EWJ	464286848
iShares MSCI India	INDA	46429B598
iShares Russell 1000	IWF	464287614
iShares Russell 2000 ETF	IWM	464287655
iShares Russell 2000 Value	IWN	464287630
iShares Russell Mid-Cap Value	IWS	464287473
SPDR Bloomberg Barclays High Yield Bond ETF	JNK	78468R622
SPDR S&P 500 ETF	SPY	78462F103
SPDR S&P MidCap 400 ETF	MDY	78467Y107
Vanguard FTSE All-World ex-US ETF	VEU	922042775
Vanguard FTSE Developed Markets ETF	VEA	921943858
Vanguard FTSE Emerging Markets ETF	VWO	922042858
Vanguard FTSE Europe ETF	VGK	922042874
Vanguard Mortgage-Backed Securities ETF	VMBS	92206C771
Vanguard Real Estate ETF	VNQ	922908553
Vanguard Short-Term Bond ETF	BSV	921937827
Vanguard Short-Term Corporate Bond ETF	VCSH	92206C409
Vanguard S&P 500 ETF	VOO	922908363
Vanguard Total Bond Market ETF	BND	921937835
Vanguard Total International Stock ETF	VXUS	921909768
Vanguard Total Stock Market ETF	VTI	922908769

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Supplement 1

RS Investments (Hong Kong) Limited

Code of Ethics Supplement (“Hong Kong Supplement”)

The following policies and procedures are in addition to, and supersede where relevant, the policies and procedures detailed in the Code.

I. COMPLIANCE

General

Compliance with all regulatory requirements is of the utmost importance to RS Investments (Hong Kong) Limited (“RSHK”). All staff members of RSHK should read and understand the content of the Code and Victory Capital’s Compliance Manual (the “Compliance Manual”), and each staff member should also read and understand the content of the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission (the “Code of Conduct”) and the Fund Manager Code of Conduct (the “FMCC”) issued by the Securities and Futures Commission (the “SFC”) where such staff member is licensed by the SFC. RSHK should at all times have at least one designated Compliance Officer. The Compliance Officer and the responsible officers who are ultimately responsible for seeking to ensure compliance by RSHK with all applicable regulatory requirements on a daily basis are identified in the RSHK Compliance Manual.

In addition, it is also the duty of all staff members of RSHK to comply with the contents of the Code and the Compliance Manual, and to observe all other regulatory requirements as applicable to them from time to time, in all their activities on behalf of RSHK. Failure to do so may result in disciplinary action.

II. PROHIBITED CONDUCT General

Every director, manager or any other person involved in the management of RSHK has a statutory obligation to take all reasonable measures from time to time to seek to ensure that proper safeguards exist to prevent RSHK from acting in a way which would result in RSHK perpetrating any market misconduct under the Securities and Futures Ordinance (the “SFO”).

Market Misconduct

“Market misconduct” under the SFO means:

1. Insider dealing

2. False trading

3. Price rigging

4. Disclosure of information about prohibited transactions

5. Disclosure of false or misleading information inducing transactions stock market manipulation; and

6. Includes attempting to engage in, or assisting, counseling or procuring another person to engage in any of the above activities

Insider Dealing

See Section IV – Policy Statement on Insider Trading for more information.

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False Trading

False trading attracts civil and criminal liabilities. In brief, false trading occurs when a person, in Hong Kong or elsewhere, engages in conduct intending that, or being reckless as to whether, it creates, or is likely to create, a false or misleading appearance of active trading in securities or futures contracts traded on a Hong Kong or overseas market. An on-market “wash sale” or “matched order” is presumed to create a false or misleading appearance of active trading.

Price Rigging

Price rigging attracts civil and criminal liabilities. In brief, price rigging occurs where a person, in Hong Kong or elsewhere engages, directly or indirectly, in:

1. A wash sale which maintains, increases, reduces, stabilizes or causes fluctuations in, the price of securities traded on a Hong Kong market; or

2. Any fictitious or artificial transaction or device, intending that, or being reckless as to whether, it maintains, increases, reduces, stabilizes or causes fluctuations in, the price of securities, or the price for dealing in futures contracts, traded on a Hong Kong market.

There will also be a breach where such activity is carried out in Hong Kong which affects shares and futures contracts that are traded on an overseas market.

Disclosure of Prohibited Transactions and Disclosure of False and Misleading Information

Disclosure of prohibited transactions and disclosure of false and misleading information inducing transactions attract civil and criminal liabilities. In brief, these occur when a person discloses, circulates or disseminates information:

1. To the effect that the price of securities of a corporation, or the price for dealings in futures contracts, will be maintained, reduced or stabilized because of a prohibited transaction; or

2. That is likely to induce a transaction in securities or futures contracts if the information is false or misleading.

Stock Market Manipulation

Stock market manipulation attracts civil and criminal liabilities under the laws of Hong Kong. It is prohibited when, in Hong Kong or elsewhere, a person enters into, directly or indirectly, two or more transactions in securities that by themselves or in conjunction with any other transaction increase reduce, maintain or stabilize the price of securities and with the effect of influencing the investment decisions of other persons.

Other Offenses

All Victory Capital employees, including the employees of RSHK, are prohibited from engaging in the Short-Selling of any securities, including “naked” or “uncovered,” Short-Selling on the SEHK. It is a criminal offence under the SFO for a person to sell securities at or through the SEHK unless at the time of the sale he (or his client, if he acts as an agent) has a presently exercisable and unconditional right to vest the securities in the purchaser of them, or believes and has reasonable grounds to believe that he (or his client, as the case may be) has such a right.

RSHK should also note that section 171 of the SFO imposes a duty to report Short-Selling transactions (which are covered) on both the seller (as a principal, whether he is a client or an intermediary) and the intermediary (as an agent). RSHK must also observe the Securities and Futures (Short-Selling and Securities Borrowing and Lending (Miscellaneous) Rules) and the SFC’s “Guidance Note on Short-Selling Reporting and Stock Lending Record Keeping Requirements” as applicable.

RSHK and the employees of RSHK shall not make any unsolicited call (unless specifically allowed under s174 of the SFO or under the Securities and Futures (Unsolicited Calls – Exclusion) Rules in order to induce or attempt to induce another person to sell or purchase securities, futures contract or leveraged foreign exchange contract.

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Other criminal offences under the SFO include:

1. Offence involving fraudulent or deceptive devices etc. in transactions in securities, futures contracts or leveraged foreign exchange trading;

2. Offence of disclosing false or misleading information inducing others to enter into leveraged foreign exchange contracts; and

3. Offence of falsely representing dealings in futures contracts on behalf of others, etc.

Other Misconduct

Prohibition on Shadowing

An employee is prohibited from replicating deliberately what the clients of RSHK trade for the purpose of making speculative profits or avoiding losses.

Prohibition on Churning or Twisting

RSHK is not permitted to generate high commission income by putting excessive orders through the client accounts.

Prohibition on Rat Trading

An employee is prohibited from rat trading, which covers deliberate trading to the disadvantage of the client. For example, a fund manager might execute a buy order and delay allocating it to the funds or accounts it manages. If the price moves up, he may allocate it to his own account or to a nominee account at the lower execution price. On the other hand, he may delay executing the order and, if the price moves down, buy it at the lower price for himself or herself and sell it to the fund or accounts that it manages.

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Supplement 2

RS Investment Management (Singapore) Pte. Ltd. (“RSIMS”)

Code of Ethics Supplement (“Singapore Supplement”)

The policies and procedures in this Singapore Supplement to the Code apply to Access Persons of RSIMS and are in addition to, and supplement, the policies and procedures detailed in the Code.

Matters set out in the relevant sections of this Singapore Supplement shall be read in conjunction, and as one, with the Code. To the extent there is any inconsistency between the Code and this Singapore Supplement, this Singapore Supplement shall prevail.

Short-Selling of Securities

All Victory Capital employees, including employees of RSIMS, are prohibited from Short-Selling any security.

Trading on Inside Information

In addition to the requirements set out in the Code, all employees of RSIMS and all members of their Immediate Family are required to comply with all applicable laws in Singapore in relation to any Securities Transactions. Such laws include but are not limited to Part XII (Market Conduct) of the Securities and Futures Act (Chapter 289 of Singapore) (“SFA”) which set out prohibitions against the following conduct:

•  False trading and market rigging transactions;

•  Securities market manipulation and manipulation of prices of futures contracts and cornering;

•  The making of false or misleading statements or the dissemination of information that is false or misleading;

•  Fraudulently inducing persons to deal in securities or trade in futures contracts;

•  Employment of fraudulent or deceptive devices, or manipulative and deceptive devices;

•  Bucketing; and

•   Insider trading and tipping off.

Reporting Requirements

In addition to the Personal Account and Personal Trading requirements and restrictions set out in the Code, each employee of RSIMS who acts as a representative of RSIMS in RSIMS’ capacity as the holder of a capital markets services license issued pursuant to the SFA for fund management (each a “Relevant Access Person”) is required to maintain a register of his or her interests in securities (as such term is defined in section 2(1) of the SFA, the relevant extract of which is set out in the Appendix) that are listed for quotation, or quoted, on a securities exchange or recognized market operator in the prescribed Form 15 to the Securities and Futures (Licensing and Conduct of Business) Regulations (Rg 10).

Within 7 days after the date he or she acquires the interest in the relevant securities, each Relevant Access Person shall be required to enter into his or her register:

1. Particulars of securities in which such Relevant Access Person has any interest; and

2. Particulars of such interests.

Where there is any change in any interest in the securities of such Relevant Access Person, he or she shall enter particulars of the change (including the date of the change and the circumstances by reason of which the change has occurred), within 7 days after the date of the change.

All entries in the register must be kept in an easily accessible form for a period of not less than 5 years after the date on which such entry was first made.    The register shall:

1. If in physical form, be kept at RSIMS’s principal place of business in Singapore; or

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2. If in electronic form, be kept in such manner so as to ensure that full access to the register may be gained by the Monetary Authority of Singapore (“MAS”) at RSIMS’s principal place of business in Singapore.

RSIMS is required to maintain records of the place at which the Relevant Access Persons keep their respective registers and the places at which copies of those registers are kept in Singapore. As a separate matter, RSIMS is also required to maintain a Form 15 in relation to RSIMS’ own interests in the relevant Securities.

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Total

Timothy Strategic Variable

Strategic Growth Portfolio

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES OF THE PORTFOLIO

The table below describes fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table does not reflect expenses incurred from investing through an Insurance Company Separate Account or Qualified Plan and does not reflect variable annuity or life insurance contract charges. If it did, your expenses would be higher. Each Portfolio pays annual operating expenses from its assets, so their effect is included in the Portfolio’s share price. Separate Account Owners and Qualified Plan Participants should refer to their Insurance Company’s Prospectus or their Qualified Plan document, as applicable, for information on those fees or charges.

Annual Portfolio Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)

Annual Fund Operating Expenses	Timothy Strategic Variable Timothy Strategic Variable
Management Fee	0.10%	[1]
Distribution/Service (12b-1 Fees)	none
Other Expenses (including administrative fees, transfer agency fees, and all other ordinary operating expenses not listed above)	0.50%
Acquired Funds' Fees and Expenses	0.85%	[2]
Total Annual Portfolio Operating Expenses	1.45%	[3]

Example:

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, reinvest dividends and distributions, 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 that the Portfolio’s operating expenses remain the same. The example does not reflect any insurance product fees or any additional expenses that participants in a qualified plan may bear relating to the operations of their plan. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expense Example	Timothy Strategic Variable Timothy Strategic Variable USD ($)
1 Year	$ 148
3 Years	459
5 Years	792
10 Years	$ 1,735

PORTFOLIO TURNOVER

The Portfolio 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 Portfolio operating expenses or in the Example, affect the Portfolio’s performance. During the Portfolio’s most recent fiscal year, the Portfolio’s turnover rate was 13% of the average value of the Portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Strategic Growth Portfolio is a “Fund-of-Funds” and under normal circumstances will typically invest at least 75% of its assets in the following underlying Funds in order to achieve its investment objective. The following range of percentages is a general guide regarding the anticipated investment allocation among the Funds:​​​​​​​

Timothy Plan Traditional Funds	% of Fund’s Net Assets Invested in Timothy Plan Traditional Funds
Large/Mid Cap Growth Fund	0 - 20%
Large/Mid Cap Value Fund	0 - 20%
Small Cap Value Fund	0 - 10%
Aggressive Growth Fund	0 - 10%
International Fund	0 - 20%
High Yield Bond Fund	5 - 15%
Defensive Strategies Fund	5 - 30%
Israel Common Values Fund	0 - 10%
Fixed Income Fund	0 - 20%
US Large/Mid Cap Core ETF	0 - 40%
High Dividend Stock ETF	0 - 20%
International ETF	0 - 30%
US Small Cap Core ETF	0 - 20%

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 Strategic Growth Portfolio.​​​​​​​ 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 Portfolio is indirectly subject to the following risks that are inherent in the Traditional Funds in which the Portfolio invests:

◾ 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 underlying funds holding Commodity ETFs, the Portfolio assumes portions of that risk. ETFs may only purchase commodities futures contracts (the buy side), therefore the risks include missing opportunities to realize gains by shorting futures contracts (the sell side) in deflationary economic periods. It is possible an underlying Fund’s entire ETF investment could be lost. Also, ETF’s have expenses associated with them, and although indirect, these expenses may cause the Portfolio’s return to be lower.

◾ Country-Specific Risk:  One underlying fund invests 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. The 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 Portfolio’s investments in a foreign country.

◾ Credit Risk:  If investment grade bonds are downgraded in credit rating or go into default, the result could be a loss of value, and the Portfolio could lose money. The degree of risk for a particular security may or may not be reflected in its credit rating. Bonds that are unrated, or rated BBB by Standard & Poor’s at the time of purchase, are subject to greater market risk and credit risk, or loss of principal and interest, than higher-rated securities. High yield securities (“junk” bonds) are subject to greater risk of loss than investment grade securities. Unrated bonds or bonds rated BB or lower by Standard & Poor’s at the time of purchase (“junk” bonds) are subject to greater market risk and credit risk, or loss of principal and interest, than higher-rated securities.

◾ Currency Risk:  Securities represented by ADRs are foreign stocks denominated in non-U.S. currency, and 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 investments in foreign securities. For securities that 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 investments in foreign securities.

◾ Emerging Market Risk:  Investments in the securities of emerging countries may experience more rapid and extreme changes in value than investments solely in securities of U.S. companies and investments in 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 investments in emerging foreign countries.

◾ Equity Market Risk:  Overall, stock market risks may affect the value of the Portfolio. Factors such as domestic economic growth and market conditions, interest rate levels, and political events affect the securities markets. When the value of the Portfolio’s investments goes down, your investment in the Portfolio decreases in value and you could lose money.

◾ Exchange Traded Fund Risk:  An ETF may trade at a discount to its net asset value. Investors indirectly bear fees and expenses charged by the underlying ETFs in addition to the Portfolio’s direct fees and expenses. There are also brokerage costs incurred when purchasing ETFs. In addition, losses of the underlying ETF and the level of risk arising from the investment practices of an underlying ETF may impact returns.

◾ Excluded Security Risk:  Because the underlying Funds do not invest in Excluded Securities (including certain REITs) , and will divest themselves of securities that are subsequently discovered to be ineligible, the Portfolio may be riskier than similar funds that invest in underlying funds that invest in broader arrays of securities.

◾ Fixed Income Risk:  Fixed income securities will increase or decrease in value based on changes in interest rates. If rates increase, fixed income securities generally will decline, and those securities with longer terms generally will decline more. Your investment will decline in value if the value of fixed income securities decrease. There is a risk that issuers and counterparties will not make payments on fixed income securities and repurchase agreements. Such defaults could result in losses to the Portfolio.

◾ Foreign Investment Risk:  Foreign investing involves risks not typically associated with U.S. investments and may experience more rapid and extreme changes in value than investments solely in securities of U.S. companies. These risks include, among others, adverse fluctuations in foreign currency values as well as adverse political, social and economic developments affecting a foreign country. In addition, foreign investing involves less publicly available information, and more volatile or less liquid securities markets. Investments in foreign countries could be affected by factors not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, foreign tax laws, and potential difficulties in enforcing contractual obligations. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Underlying Funds owning foreign securities could cause the Portfolio’s performance to fluctuate more than if it held only U.S. securities.

◾ Growth Risk:  Some underlying Funds invest in companies after assessing their growth potential. Securities of growth companies may be more volatile than other stocks. If a portfolio manager’s perception of a company’s growth potential is not realized, the securities purchased may not perform as expected, reducing the Portfolio’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.

◾ High Portfolio Turnover Risk:  Higher portfolio turnover rates 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 Portfolio operating expenses or in the Example, affect the Portfolio’s performance.

◾ 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 (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 an underlying Fund’s ability to buy or sell optimal quantities of high yield securities at desired prices.

◾ Interest Rate Risk:  When interest rates rise, bond prices fall; the higher an underlying 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 underlying Fund is to interest rate risk.

◾ Investing In Other Funds Risk:  The Portfolio invests in the securities of other investment companies. To the extent that the Portfolio invests in other mutual funds, exchange traded funds and other commingled funds, it will indirectly bear the expenses of those funds, which will cause the Portfolio’s return to be lower.

◾ 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.

◾ 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.

◾ Management Risk:  An Advisor’s judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which an underlying Fund invests may prove to be incorrect. The Portfolio may experience losses regardless of the overall performance of the market.

◾ 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 an underlying 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.

◾ Municipal Securities Risk:  The power or ability of an issuer to make principal and interest payments on municipal securities may be materially adversely affected by economic conditions, litigation or other factors. An underlying Fund’s right to receive principal and interest payments may be subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors, as well as laws, if any, which may be enacted by Congress or state legislatures extending the time for payment of principal and/or interest or imposing other constraints upon the enforcement of such obligations. In addition, substantial changes in federal income tax laws could cause municipal security prices to decline because the demand for municipal securities is strongly influenced by the value of tax exempt income to investors.

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

◾ Real Estate Investment Trust Risk:  To the extent underlying Funds invest in real estate investment trusts, the Portfolio is subject to 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 underlying Funds, the more sensitive the Portfolio is to interest rate risks. The underlying Funds are also subject to credit risk; the Portfolio could lose money if mortgagors default on mortgages held in the REITs.

◾ Sector Risk:  If certain industry sectors or types of securities don’t perform as well as the managers of the underlying Funds expect, the Portfolio’s performance could suffer.

◾ Small Cap Company Risk:  Smaller capitalization companies may experience higher failure rates than do larger capitalization companies. In addition, smaller companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Such companies may have limited product lines, markets or financial resources and may lack management depth. The trading volume of securities of smaller capitalization companies is normally less than that of larger capitalization companies, and therefore may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger capitalization companies. Some small capitalization stocks may be illiquid. These risks may be enhanced for micro-cap securities. Many micro-cap companies tend to be new and have no proven track record. Some of these companies have no assets or operations, while others have products and services that are still in development or have yet to be tested in the market. Because micro-cap stocks trade in low volumes, any size of trade can have a large percentage impact on the price of the stock.

◾ Sovereign Debt Risk:  The underlying Funds may invest in sovereign debt obligations. Investment in sovereign debt obligations involves special risks not present in corporate debt obligations. The issuer of the sovereign debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and the Portfolio may have limited recourse in the event of a default. During periods of economic uncertainty, the market prices of sovereign debt, and the underlying Funds’ net asset values, may be more volatile than prices of U.S. debt obligations.

◾ Stock Market Risk:  The Portfolio is predominately 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.

◾ Treasury-Inflation Protected Securities Risk:  Because the real rate of return offered by TIPS, which represents the growth of 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.

◾ 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.

◾ Precious Metals Risk:  The Fund’s gold and silver may be subject to loss, damage, theft, or restriction on access, and the Fund’s recovery may be limited, even in the event of fraud, to the market value of the metals at the time the fraud is discovered. International crises may motivate large-scale sales of precious metals which could decrease their prices and adversely affect the value of the Shares. The price of metals may also be adversely affected by the sale of gold or silver by ETFs or other exchange traded vehicles tracking the precious metals markets. In the event of the insolvency of the Custodian, a liquidator may seek to freeze access to the metals held in all of the accounts held by the Custodian, including the Fund’s Allocated Account. Although the Fund would retain legal title to the allocated gold and silver bars, the Fund could incur expenses in connection with obtaining control of the allocated gold or silver, and the assertion of a claim by such liquidator for unpaid fees could delay redemptions.

◾ Cybersecurity Risks:  Despite the various protections utilized by the Fund and its service providers, systems, networks, or devices utilized by the Fund potentially can be breached. The Fund and its shareholders could be negatively impacted as a result of a cybersecurity breach.

PAST PERFORMANCE

Although past performance of the Portfolio is no guarantee of how it will perform in the future, historical performance may give you some indication of the risk of investing in the Portfolio because it demonstrates how the Portfolio’s returns have varied over time. The bar chart shows changes in the Portfolio’s returns for the last ten years, and the table shows how the Portfolio’s average annual total returns compare over time to the returns of a broad-based securities market index. The performance information in this Prospectus does not reflect charges or expenses associated with the Insurance Companies Separate Accounts, variable contracts, or Qualified Plans that an investor in the Portfolio may pay.

Year-by-year Annual Total Returns for Portfolio Shares (for calendar years ending on December 31)

Best Quarter	Worst Quarter
Jun-20	Mar-20
14.45%	-17.99%

Average Annual Total Returns (for periods ending on December 31, 2020)

Average Annual Total Returns - Timothy Strategic Variable		1 Year	5 Year	10 Year
Timothy Strategic Variable		9.18%	6.38%	5.38%
Timothy Strategic Variable | Return after taxes on distributions		7.72%	5.41%	4.53%
Timothy Strategic Variable | Return after taxes on distributions and sale of shares		6.19%	4.76%	4.03%
Dow Jones Global Moderately Aggressive Portfolio Index (reflects no deduction for fees, expenses or taxes)	[1]	14.14%	11.08%	8.94%

[1] Management Fees are 0.10% of the average daily net assets of the Portfolio, which is paid to the Portfolio’s Advisor, Timothy Partners. Ltd.

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

[3] The annual operating expenses of the Portfolio as shown in the table above are as of the Portfolio’s fiscal year ended December 31, 2020.

[1] The Dow Jones Global Moderately Aggressive Portfolio Index is a widely recognized measure of portfolios with similar levels of risk and is based on the Dow Jones Relative Risk Index and consists of 80% equities and 20% fixed income. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

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Timothy Strategic Variable

Risk/Return:

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Risk/Return [Heading]

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Strategic Growth Portfolio

Objective [Heading]

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INVESTMENT OBJECTIVE

Objective, Primary [Text Block]

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

Expense [Heading]

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FEES AND EXPENSES OF THE PORTFOLIO

Expense Narrative [Text Block]

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The table below describes fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table does not reflect expenses incurred from investing through an Insurance Company Separate Account or Qualified Plan and does not reflect variable annuity or life insurance contract charges. If it did, your expenses would be higher. Each Portfolio pays annual operating expenses from its assets, so their effect is included in the Portfolio’s share price. Separate Account Owners and Qualified Plan Participants should refer to their Insurance Company’s Prospectus or their Qualified Plan document, as applicable, for information on those fees or charges.

Operating Expenses Caption [Text]

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Annual Portfolio Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)

Portfolio Turnover [Heading]

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PORTFOLIO TURNOVER

Portfolio Turnover [Text Block]

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The Portfolio 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 Portfolio operating expenses or in the Example, affect the Portfolio’s performance. During the Portfolio’s most recent fiscal year, the Portfolio’s turnover rate was 13% of the average value of the Portfolio.

Portfolio Turnover, Rate

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13.00%

Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text]

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The fees and expenses are not used to calculate the Portfolio’s net asset values and do not correlate to the ratio of Expenses to Average Net Assets found in the Financial Highlights sections of this prospectus.

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Example:

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This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, reinvest dividends and distributions, 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 that the Portfolio’s operating expenses remain the same. The example does not reflect any insurance product fees or any additional expenses that participants in a qualified plan may bear relating to the operations of their plan. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Strategy [Heading]

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PRINCIPAL INVESTMENT STRATEGIES

Strategy Narrative [Text Block]

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The Strategic Growth Portfolio is a “Fund-of-Funds” and under normal circumstances will typically invest at least 75% of its assets in the following underlying Funds in order to achieve its investment objective. The following range of percentages is a general guide regarding the anticipated investment allocation among the Funds:​​​​​​​

Timothy Plan Traditional Funds	% of Fund’s Net Assets Invested in Timothy Plan Traditional Funds
Large/Mid Cap Growth Fund	0 - 20%
Large/Mid Cap Value Fund	0 - 20%
Small Cap Value Fund	0 - 10%
Aggressive Growth Fund	0 - 10%
International Fund	0 - 20%
High Yield Bond Fund	5 - 15%
Defensive Strategies Fund	5 - 30%
Israel Common Values Fund	0 - 10%
Fixed Income Fund	0 - 20%
US Large/Mid Cap Core ETF	0 - 40%
High Dividend Stock ETF	0 - 20%
International ETF	0 - 30%
US Small Cap Core ETF	0 - 20%

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.

Risk [Heading]

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PRINCIPAL RISKS

Risk Narrative [Text Block]

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1. General Risk | As with most other mutual funds, you can lose money by investing in the Strategic Growth Portfolio.​​​​​​​ 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 Portfolio is indirectly subject to the following risks that are inherent in the Traditional Funds in which the Portfolio invests:

◾ 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 underlying funds holding Commodity ETFs, the Portfolio assumes portions of that risk. ETFs may only purchase commodities futures contracts (the buy side), therefore the risks include missing opportunities to realize gains by shorting futures contracts (the sell side) in deflationary economic periods. It is possible an underlying Fund’s entire ETF investment could be lost. Also, ETF’s have expenses associated with them, and although indirect, these expenses may cause the Portfolio’s return to be lower.

◾ Country-Specific Risk:  One underlying fund invests 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. The 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 Portfolio’s investments in a foreign country.

◾ Credit Risk:  If investment grade bonds are downgraded in credit rating or go into default, the result could be a loss of value, and the Portfolio could lose money. The degree of risk for a particular security may or may not be reflected in its credit rating. Bonds that are unrated, or rated BBB by Standard & Poor’s at the time of purchase, are subject to greater market risk and credit risk, or loss of principal and interest, than higher-rated securities. High yield securities (“junk” bonds) are subject to greater risk of loss than investment grade securities. Unrated bonds or bonds rated BB or lower by Standard & Poor’s at the time of purchase (“junk” bonds) are subject to greater market risk and credit risk, or loss of principal and interest, than higher-rated securities.

◾ Currency Risk:  Securities represented by ADRs are foreign stocks denominated in non-U.S. currency, and 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 investments in foreign securities. For securities that 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 investments in foreign securities.

◾ Emerging Market Risk:  Investments in the securities of emerging countries may experience more rapid and extreme changes in value than investments solely in securities of U.S. companies and investments in 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 investments in emerging foreign countries.

◾ Equity Market Risk:  Overall, stock market risks may affect the value of the Portfolio. Factors such as domestic economic growth and market conditions, interest rate levels, and political events affect the securities markets. When the value of the Portfolio’s investments goes down, your investment in the Portfolio decreases in value and you could lose money.

◾ Exchange Traded Fund Risk:  An ETF may trade at a discount to its net asset value. Investors indirectly bear fees and expenses charged by the underlying ETFs in addition to the Portfolio’s direct fees and expenses. There are also brokerage costs incurred when purchasing ETFs. In addition, losses of the underlying ETF and the level of risk arising from the investment practices of an underlying ETF may impact returns.

◾ Excluded Security Risk:  Because the underlying Funds do not invest in Excluded Securities (including certain REITs) , and will divest themselves of securities that are subsequently discovered to be ineligible, the Portfolio may be riskier than similar funds that invest in underlying funds that invest in broader arrays of securities.

◾ Fixed Income Risk:  Fixed income securities will increase or decrease in value based on changes in interest rates. If rates increase, fixed income securities generally will decline, and those securities with longer terms generally will decline more. Your investment will decline in value if the value of fixed income securities decrease. There is a risk that issuers and counterparties will not make payments on fixed income securities and repurchase agreements. Such defaults could result in losses to the Portfolio.

◾ Foreign Investment Risk:  Foreign investing involves risks not typically associated with U.S. investments and may experience more rapid and extreme changes in value than investments solely in securities of U.S. companies. These risks include, among others, adverse fluctuations in foreign currency values as well as adverse political, social and economic developments affecting a foreign country. In addition, foreign investing involves less publicly available information, and more volatile or less liquid securities markets. Investments in foreign countries could be affected by factors not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, foreign tax laws, and potential difficulties in enforcing contractual obligations. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Underlying Funds owning foreign securities could cause the Portfolio’s performance to fluctuate more than if it held only U.S. securities.

◾ Growth Risk:  Some underlying Funds invest in companies after assessing their growth potential. Securities of growth companies may be more volatile than other stocks. If a portfolio manager’s perception of a company’s growth potential is not realized, the securities purchased may not perform as expected, reducing the Portfolio’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.

◾ High Portfolio Turnover Risk:  Higher portfolio turnover rates 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 Portfolio operating expenses or in the Example, affect the Portfolio’s performance.

◾ 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 (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 an underlying Fund’s ability to buy or sell optimal quantities of high yield securities at desired prices.

◾ Interest Rate Risk:  When interest rates rise, bond prices fall; the higher an underlying 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 underlying Fund is to interest rate risk.

◾ Investing In Other Funds Risk:  The Portfolio invests in the securities of other investment companies. To the extent that the Portfolio invests in other mutual funds, exchange traded funds and other commingled funds, it will indirectly bear the expenses of those funds, which will cause the Portfolio’s return to be lower.

◾ 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.

◾ 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.

◾ Management Risk:  An Advisor’s judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which an underlying Fund invests may prove to be incorrect. The Portfolio may experience losses regardless of the overall performance of the market.

◾ 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 an underlying 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.

◾ Municipal Securities Risk:  The power or ability of an issuer to make principal and interest payments on municipal securities may be materially adversely affected by economic conditions, litigation or other factors. An underlying Fund’s right to receive principal and interest payments may be subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors, as well as laws, if any, which may be enacted by Congress or state legislatures extending the time for payment of principal and/or interest or imposing other constraints upon the enforcement of such obligations. In addition, substantial changes in federal income tax laws could cause municipal security prices to decline because the demand for municipal securities is strongly influenced by the value of tax exempt income to investors.

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

◾ Real Estate Investment Trust Risk:  To the extent underlying Funds invest in real estate investment trusts, the Portfolio is subject to 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 underlying Funds, the more sensitive the Portfolio is to interest rate risks. The underlying Funds are also subject to credit risk; the Portfolio could lose money if mortgagors default on mortgages held in the REITs.

◾ Sector Risk:  If certain industry sectors or types of securities don’t perform as well as the managers of the underlying Funds expect, the Portfolio’s performance could suffer.

◾ Small Cap Company Risk:  Smaller capitalization companies may experience higher failure rates than do larger capitalization companies. In addition, smaller companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Such companies may have limited product lines, markets or financial resources and may lack management depth. The trading volume of securities of smaller capitalization companies is normally less than that of larger capitalization companies, and therefore may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger capitalization companies. Some small capitalization stocks may be illiquid. These risks may be enhanced for micro-cap securities. Many micro-cap companies tend to be new and have no proven track record. Some of these companies have no assets or operations, while others have products and services that are still in development or have yet to be tested in the market. Because micro-cap stocks trade in low volumes, any size of trade can have a large percentage impact on the price of the stock.

◾ Sovereign Debt Risk:  The underlying Funds may invest in sovereign debt obligations. Investment in sovereign debt obligations involves special risks not present in corporate debt obligations. The issuer of the sovereign debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and the Portfolio may have limited recourse in the event of a default. During periods of economic uncertainty, the market prices of sovereign debt, and the underlying Funds’ net asset values, may be more volatile than prices of U.S. debt obligations.

◾ Stock Market Risk:  The Portfolio is predominately 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.

◾ Treasury-Inflation Protected Securities Risk:  Because the real rate of return offered by TIPS, which represents the growth of 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.

◾ 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.

◾ Precious Metals Risk:  The Fund’s gold and silver may be subject to loss, damage, theft, or restriction on access, and the Fund’s recovery may be limited, even in the event of fraud, to the market value of the metals at the time the fraud is discovered. International crises may motivate large-scale sales of precious metals which could decrease their prices and adversely affect the value of the Shares. The price of metals may also be adversely affected by the sale of gold or silver by ETFs or other exchange traded vehicles tracking the precious metals markets. In the event of the insolvency of the Custodian, a liquidator may seek to freeze access to the metals held in all of the accounts held by the Custodian, including the Fund’s Allocated Account. Although the Fund would retain legal title to the allocated gold and silver bars, the Fund could incur expenses in connection with obtaining control of the allocated gold or silver, and the assertion of a claim by such liquidator for unpaid fees could delay redemptions.

◾ Cybersecurity Risks:  Despite the various protections utilized by the Fund and its service providers, systems, networks, or devices utilized by the Fund potentially can be breached. The Fund and its shareholders could be negatively impacted as a result of a cybersecurity breach.

Risk Lose Money [Text]

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As with most other mutual funds, you can lose money by investing in the Strategic Growth Portfolio.

Risk Nondiversified Status [Text]

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

Bar Chart and Performance Table [Heading]

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PAST PERFORMANCE

Performance Narrative [Text Block]

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Although past performance of the Portfolio is no guarantee of how it will perform in the future, historical performance may give you some indication of the risk of investing in the Portfolio because it demonstrates how the Portfolio’s returns have varied over time. The bar chart shows changes in the Portfolio’s returns for the last ten years, and the table shows how the Portfolio’s average annual total returns compare over time to the returns of a broad-based securities market index. The performance information in this Prospectus does not reflect charges or expenses associated with the Insurance Companies Separate Accounts, variable contracts, or Qualified Plans that an investor in the Portfolio may pay.

Performance Information Illustrates Variability of Returns [Text]

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The bar chart shows changes in the Portfolio’s returns for the last ten years, and the table shows how the Portfolio’s average annual total returns compare over time to the returns of a broad-based securities market index.

Performance Past Does Not Indicate Future [Text]

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Although past performance of the Portfolio is no guarantee of how it will perform in the future

Bar Chart [Heading]

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Year-by-year Annual Total Returns for Portfolio Shares (for calendar years ending on December 31)

Bar Chart Closing [Text Block]

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Best Quarter	Worst Quarter
Jun-20	Mar-20
14.45%	-17.99%

Performance Table Heading

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Average Annual Total Returns (for periods ending on December 31, 2020)

Timothy Strategic Variable | Timothy Strategic Variable

Risk/Return:

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Management Fee

rr_ManagementFeesOverAssets

0.10%

^[1]

Distribution/Service (12b-1 Fees)

rr_DistributionAndService12b1FeesOverAssets

none

Other Expenses (including administrative fees, transfer agency fees, and all other ordinary operating expenses not listed above)

rr_OtherExpensesOverAssets

0.50%

Acquired Funds' Fees and Expenses

rr_AcquiredFundFeesAndExpensesOverAssets

0.85%

^[2]

Total Annual Portfolio Operating Expenses

rr_ExpensesOverAssets

1.45%

^[3]

1 Year

rr_ExpenseExampleYear01

$ 148

3 Years

rr_ExpenseExampleYear03

459

5 Years

rr_ExpenseExampleYear05

792

10 Years

rr_ExpenseExampleYear10

$ 1,735

2011

rr_AnnualReturn2011

(3.70%)

2012

rr_AnnualReturn2012

11.42%

2013

rr_AnnualReturn2013

18.15%

2014

rr_AnnualReturn2014

1.59%

2015

rr_AnnualReturn2015

(3.73%)

2016

rr_AnnualReturn2016

5.48%

2017

rr_AnnualReturn2017

12.12%

2018

rr_AnnualReturn2018

(11.90%)

2019

rr_AnnualReturn2019

19.78%

2020

rr_AnnualReturn2020

9.18%

Highest Quarterly Return, Label

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Best Quarter

Highest Quarterly Return, Date

rr_BarChartHighestQuarterlyReturnDate

Jun. 30, 2020

Highest Quarterly Return

rr_BarChartHighestQuarterlyReturn

14.45%

Lowest Quarterly Return, Label

rr_LowestQuarterlyReturnLabel

Worst Quarter

Lowest Quarterly Return, Date

rr_BarChartLowestQuarterlyReturnDate

Mar. 31, 2020

Lowest Quarterly Return

rr_BarChartLowestQuarterlyReturn

(17.99%)

1 Year

rr_AverageAnnualReturnYear01

9.18%

5 Year

rr_AverageAnnualReturnYear05

6.38%

10 Year

rr_AverageAnnualReturnYear10

5.38%

Timothy Strategic Variable | Return after taxes on distributions | Timothy Strategic Variable

Risk/Return:

rr_RiskReturnAbstract

1 Year

rr_AverageAnnualReturnYear01

7.72%

5 Year

rr_AverageAnnualReturnYear05

5.41%

10 Year

rr_AverageAnnualReturnYear10

4.53%

Timothy Strategic Variable | Return after taxes on distributions and sale of shares | Timothy Strategic Variable

Risk/Return:

rr_RiskReturnAbstract

1 Year

rr_AverageAnnualReturnYear01

6.19%

5 Year

rr_AverageAnnualReturnYear05

4.76%

10 Year

rr_AverageAnnualReturnYear10

4.03%

Timothy Strategic Variable | Dow Jones Global Moderately Aggressive Portfolio Index (reflects no deduction for fees, expenses or taxes)

Risk/Return:

rr_RiskReturnAbstract

1 Year

rr_AverageAnnualReturnYear01

14.14%

^[4]

5 Year

rr_AverageAnnualReturnYear05

11.08%

^[4]

10 Year

rr_AverageAnnualReturnYear10

8.94%

^[4]

[1] Management Fees are 0.10% of the average daily net assets of the Portfolio, which is paid to the Portfolio’s Advisor, Timothy Partners. Ltd.

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

[3] The annual operating expenses of the Portfolio as shown in the table above are as of the Portfolio’s fiscal year ended December 31, 2020.

[4] The Dow Jones Global Moderately Aggressive Portfolio Index is a widely recognized measure of portfolios with similar levels of risk and is based on the Dow Jones Relative Risk Index and consists of 80% equities and 20% fixed income. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

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Total

Timothy Conservative Variable

Conservative Growth Portfolio

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES OF THE PORTFOLIO

The table below describes fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table does not reflect expenses incurred from investing through an Insurance Company Separate Account or Qualified Plan and does not reflect variable annuity or life insurance contract charges. If it did, your expenses would be higher. Each Portfolio pays annual operating expenses from its assets, so their effect is included in the Portfolio’s share price. Separate Account Owners and Qualified Plan Participants should refer to their Insurance Company’s Prospectus or their Qualified Plan document, as applicable, for information on those fees or charges.

Annual Portfolio Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)

Annual Fund Operating Expenses	Timothy Conservative Variable Timothy Conservative Variable
Management Fee	0.10%	[1]
Distribution/Service (12b-1 Fees)	none
Other Expenses (including administrative fees, transfer agency fees, and all other ordinary operating expenses not listed above)	0.57%
Acquired Funds' Fees and Expenses	0.91%	[2]
Total Annual Portfolio Operating Expenses	1.58%	[3]

Example:

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, reinvest dividends and distributions, 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 that the Portfolio’s operating expenses remain the same. The example does not reflect any insurance product fees or any additional expenses that participants in a qualified plan may bear relating to the operations of their plan. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expense Example	Timothy Conservative Variable Timothy Conservative Variable USD ($)
1 Year	$ 161
3 Years	499
5 Years	860
10 Years	$ 1,878

PORTFOLIO TURNOVER

The Portfolio 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 Portfolio operating expenses or in the Example, affect the Portfolio’s performance. During the Portfolio’s most recent fiscal year, the Portfolio’s turnover rate was 17% of the average value of the Portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Conservative Growth Portfolio is a “Fund-of-Funds” and under normal circumstances will typically invest at least 75% of its assets in the following underlying Funds in order to achieve its investment objective. The following range of percentages is a general guide regarding the anticipated investment allocation among the Funds:

Timothy Traditional Plan Funds	% of Fund’s Net Assets Invested in Timothy Plan Traditional Funds
Large/Mid Cap Growth Fund	0 - 15%
Large/Mid Cap Value Fund	0 - 15%
Small Cap Value Fund	0 - 10%
Aggressive Growth Fund	0 - 5%
International Fund	0 - 20%
High Yield Bond Fund	5 - 15%
Defensive Strategies Fund	5 - 30%
Israel Common Values Fund	0 - 10%
Fixed Income Fund	20 - 40%
US Large/Mid Cap Core ETF	0 - 30%
High Dividend Stock ETF	0 - 25%
International ETF	0 - 25%
US Small Cap Core ETF	0 - 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 Conservative Growth Portfolio. 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 Portfolio is indirectly subject to the following risks that are inherent in the Traditional Funds in which the Portfolio invests:

◾ 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 underlying funds holding Commodity ETFs, the Portfolio assumes portions of that risk. ETFs may only purchase commodities futures contracts (the buy side), therefore the risks include missing opportunities to realize gains by shorting futures contracts (the sell side) in deflationary economic periods. It is possible an underlying Fund’s entire ETF investment could be lost. Also, ETF’s have expenses associated with them, and although indirect, these expenses may cause the Portfolio’s return to be lower.

◾ Country-Specific Risk:  One underlying fund invests 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. The 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 Portfolio’s investments in a foreign country.

◾ Credit Risk:  If investment grade bonds are downgraded in credit rating or go into default, the result could be a loss of value, and the Portfolio could lose money. The degree of risk for a particular security may or may not be reflected in its credit rating. Bonds that are unrated, or rated BBB by Standard & Poor’s at the time of purchase, are subject to greater market risk and credit risk, or loss of principal and interest, than higher-rated securities. High yield securities (“junk” bonds) are subject to greater risk of loss than investment grade securities. Unrated bonds or bonds rated BB or lower by Standard & Poor’s at the time of purchase (“junk” bonds) are subject to greater market risk and credit risk, or loss of principal and interest, than higher-rated securities.

◾ Currency Risk:  Securities represented by ADRs are foreign stocks denominated in non-U.S. currency, and 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 investments in foreign securities. For securities that 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 investments in foreign securities.

◾ Emerging Market Risk:  Investments in the securities of emerging countries may experience more rapid and extreme changes in value than investments solely in securities of U.S. companies and investments in 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 investments in emerging foreign countries.

◾ Equity Market Risk:  Overall, stock market risks may affect the value of the Portfolio. Factors such as domestic economic growth and market conditions, interest rate levels, and political events affect the securities markets. When the value of the Portfolio’s investments goes down, your investment in the Portfolio decreases in value and you could lose money.

◾ Exchange Traded Fund Risk:  An ETF may trade at a discount to its net asset value. Investors indirectly bear fees and expenses charged by the underlying ETFs in addition to the Portfolio’s direct fees and expenses. There are also brokerage costs incurred when purchasing ETFs. In addition, losses of the underlying ETF and the level of risk arising from the investment practices of an underlying ETF may impact returns.

◾ Excluded Security Risk:  Because the underlying Funds do not invest in Excluded Securities (including certain REITs) , and will divest themselves of securities that are subsequently discovered to be ineligible, the Portfolio may be riskier than similar funds that invest in underlying funds that invest in broader arrays of securities.

◾ Fixed Income Risk: Fixed income securities will increase or decrease in value based on changes in interest rates. If rates increase, fixed income securities generally will decline, and those securities with longer terms generally will decline more. Your investment will decline in value if the value of fixed income securities decrease. There is a risk that issuers and counterparties will not make payments on fixed income securities and repurchase agreements. Such defaults could result in losses to the Portfolio.

◾ Foreign Investment Risk:  Foreign investing involves risks not typically associated with U.S. investments and may experience more rapid and extreme changes in value than investments solely in securities of U.S. companies. These risks include, among others, adverse fluctuations in foreign currency values as well as adverse political, social and economic developments affecting a foreign country. In addition, foreign investing involves less publicly available information, and more volatile or less liquid securities markets. Investments in foreign countries could be affected by factors not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, foreign tax laws, and potential difficulties in enforcing contractual obligations. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Underlying Funds owning foreign securities could cause the Portfolio’s performance to fluctuate more than if it held only U.S. securities.

◾ Growth Risk:  Some underlying Funds invest in companies after assessing their growth potential. Securities of growth companies may be more volatile than other stocks. If a portfolio manager’s perception of a company’s growth potential is not realized, the securities purchased may not perform as expected, reducing the Portfolio’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.

◾ High Portfolio Turnover Risk:  Higher portfolio turnover rates 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 Portfolio operating expenses or in the Example, affect the Portfolio’s performance.

◾ 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 (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 an underlying Fund’s ability to buy or sell optimal quantities of high yield securities at desired prices.

◾ Interest Rate Risk:  When interest rates rise, bond prices fall; the higher an underlying 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 underlying Fund is to interest rate risk.

◾ Investing In Other Funds Risk:  The Portfolio invests in the securities of other investment companies. To the extent that the Portfolio invests in other mutual funds, exchange traded funds and other commingled funds, it will indirectly bear the expenses of those funds, which will cause the Portfolio’s return to be lower.

◾ 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.

◾ 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.

◾ Management Risk:  An Advisor’s judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which an underlying Fund invests may prove to be incorrect. The Portfolio may experience losses regardless of the overall performance of the market.

◾ 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 an underlying 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.

◾ Municipal Securities Risk:  The power or ability of an issuer to make principal and interest payments on municipal securities may be materially adversely affected by economic conditions, litigation or other factors. An underlying Fund’s right to receive principal and interest payments may be subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors, as well as laws, if any, which may be enacted by Congress or state legislatures extending the time for payment of principal and/or interest or imposing other constraints upon the enforcement of such obligations. In addition, substantial changes in federal income tax laws could cause municipal security prices to decline because the demand for municipal securities is strongly influenced by the value of tax exempt income to investors.

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

◾ Real Estate Investment Trust Risk:  To the extent underlying Funds invest in real estate investment trusts, the Portfolio is subject to 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 underlying Funds, the more sensitive the Portfolio is to interest rate risks. The underlying Funds are also subject to credit risk; the Portfolio could lose money if mortgagors default on mortgages held in the REITs.

◾ Sector Risk:  If certain industry sectors or types of securities don’t perform as well as the managers of the underlying Funds expect, the Portfolio’s performance could suffer.

◾ Small Cap Company Risk:  Smaller capitalization companies may experience higher failure rates than do larger capitalization companies. In addition, smaller companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Such companies may have limited product lines, markets or financial resources and may lack management depth. The trading volume of securities of smaller capitalization companies is normally less than that of larger capitalization companies, and therefore may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger capitalization companies. Some small capitalization stocks may be illiquid. These risks may be enhanced for micro-cap securities. Many micro-cap companies tend to be new and have no proven track record. Some of these companies have no assets or operations, while others have products and services that are still in development or have yet to be tested in the market. Because micro-cap stocks trade in low volumes, any size of trade can have a large percentage impact on the price of the stock.

◾ Sovereign Debt Risk:  The underlying Funds may invest in sovereign debt obligations. Investment in sovereign debt obligations involves special risks not present in corporate debt obligations. The issuer of the sovereign debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and the Portfolio may have limited recourse in the event of a default. During periods of economic uncertainty, the market prices of sovereign debt, and the underlying Funds’ net asset values, may be more volatile than prices of U.S. debt obligations.

◾ Stock Market Risk:  The Portfolio is predominately 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.

◾ Treasury-Inflation Protected Securities Risk:  Because the real rate of return offered by TIPS, which represents the growth of 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.

◾ 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.

◾ Precious Metals Risk:  The Fund’s gold and silver may be subject to loss, damage, theft, or restriction on access, and the Fund’s recovery may be limited, even in the event of fraud, to the market value of the metals at the time the fraud is discovered. International crises may motivate large-scale sales of precious metals which could decrease their prices and adversely affect the value of the Shares. The price of metals may also be adversely affected by the sale of gold or silver by ETFs or other exchange traded vehicles tracking the precious metals markets. In the event of the insolvency of the Custodian, a liquidator may seek to freeze access to the metals held in all of the accounts held by the Custodian, including the Fund’s Allocated Account. Although the Fund would retain legal title to the allocated gold and silver bars, the Fund could incur expenses in connection with obtaining control of the allocated gold or silver, and the assertion of a claim by such liquidator for unpaid fees could delay redemptions.

◾ Cybersecurity Risks:  Despite the various protections utilized by the Fund and its service providers, systems, networks, or devices utilized by the Fund potentially can be breached. The Fund and its shareholders could be negatively impacted as a result of a cybersecurity breach.

PAST PERFORMANCE

Although past performance of the Portfolio is no guarantee of how it will perform in the future, historical performance may give you some indication of the risk of investing in the Portfolio because it demonstrates how the Portfolio’s returns have varied over time. The bar chart shows changes in the Portfolio’s returns for the last ten years, and the table shows how the Portfolio’s average annual total returns compare over time to the returns of a broad-based securities market index. The performance information in this Prospectus does not reflect charges or expenses associated with the Insurance Companies Separate Accounts, variable contracts, or Qualified Plans that an investor in the Portfolio may pay.

Year-by-year Annual Total Returns for Portfolio Shares (for calendar years ending on December 31)

Best Quarter	Worst Quarter
Jun-20	Mar-20
11.39%	-12.62%

Average Annual Total Returns (for periods ending on December 31, 2020)

Average Annual Total Returns - Timothy Conservative Variable		1 Year	5 Year	10 Year
Timothy Conservative Variable		8.24%	5.74%	4.76%
Timothy Conservative Variable | Return after taxes on distributions		6.99%	4.63%	3.58%
Timothy Conservative Variable | Return after taxes on distributions and sale of shares		5.45%	4.21%	3.43%
Dow Jones Global Moderate Portfolio Index (reflects no deduction for fees, expenses or taxes)	[1]	12.24%	9.36%	7.59%

[1] Management Fees are 0.10% of the average daily net assets of the Portfolio, which is paid to the Portfolio’s Advisor, Timothy Partners, Ltd.

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

[3] The annual operating expenses of the Portfolio as shown in the table above are as of the Portfolio’s fiscal year ended December 31, 2020.

[1] The Dow Jones Global Moderate Portfolio Index is a widely recognized, measure of portfolios with similar levels of risk and is based on the Dow Jones Relative Risk Index and consists of 60% equities and 40% fixed income. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

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Label

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Value

Timothy Conservative Variable

Risk/Return:

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Risk/Return [Heading]

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Conservative Growth Portfolio

Objective [Heading]

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INVESTMENT OBJECTIVE

Objective, Primary [Text Block]

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

Expense [Heading]

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FEES AND EXPENSES OF THE PORTFOLIO

Expense Narrative [Text Block]

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The table below describes fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table does not reflect expenses incurred from investing through an Insurance Company Separate Account or Qualified Plan and does not reflect variable annuity or life insurance contract charges. If it did, your expenses would be higher. Each Portfolio pays annual operating expenses from its assets, so their effect is included in the Portfolio’s share price. Separate Account Owners and Qualified Plan Participants should refer to their Insurance Company’s Prospectus or their Qualified Plan document, as applicable, for information on those fees or charges.

Operating Expenses Caption [Text]

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Annual Portfolio Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)

Portfolio Turnover [Heading]

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PORTFOLIO TURNOVER

Portfolio Turnover [Text Block]

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The Portfolio 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 Portfolio operating expenses or in the Example, affect the Portfolio’s performance. During the Portfolio’s most recent fiscal year, the Portfolio’s turnover rate was 17% of the average value of the Portfolio.

Portfolio Turnover, Rate

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17.00%

Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text]

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The fees and expenses are not used to calculate the Portfolio’s net asset value and do not correlate to the ratio of Expenses to Average Net Assets found in the Financial Highlights sections of this prospectus.

Expense Example [Heading]

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Example:

Expense Example Narrative [Text Block]

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This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, reinvest dividends and distributions, 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 that the Portfolio’s operating expenses remain the same. The example does not reflect any insurance product fees or any additional expenses that participants in a qualified plan may bear relating to the operations of their plan. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Strategy [Heading]

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PRINCIPAL INVESTMENT STRATEGIES

Strategy Narrative [Text Block]

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The Conservative Growth Portfolio is a “Fund-of-Funds” and under normal circumstances will typically invest at least 75% of its assets in the following underlying Funds in order to achieve its investment objective. The following range of percentages is a general guide regarding the anticipated investment allocation among the Funds:

Timothy Traditional Plan Funds	% of Fund’s Net Assets Invested in Timothy Plan Traditional Funds
Large/Mid Cap Growth Fund	0 - 15%
Large/Mid Cap Value Fund	0 - 15%
Small Cap Value Fund	0 - 10%
Aggressive Growth Fund	0 - 5%
International Fund	0 - 20%
High Yield Bond Fund	5 - 15%
Defensive Strategies Fund	5 - 30%
Israel Common Values Fund	0 - 10%
Fixed Income Fund	20 - 40%
US Large/Mid Cap Core ETF	0 - 30%
High Dividend Stock ETF	0 - 25%
International ETF	0 - 25%
US Small Cap Core ETF	0 - 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.

Risk [Heading]

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PRINCIPAL RISKS

Risk Narrative [Text Block]

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1. General Risk | As with most other mutual funds, you can lose money by investing in the Conservative Growth Portfolio. 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 Portfolio is indirectly subject to the following risks that are inherent in the Traditional Funds in which the Portfolio invests:

◾ 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 underlying funds holding Commodity ETFs, the Portfolio assumes portions of that risk. ETFs may only purchase commodities futures contracts (the buy side), therefore the risks include missing opportunities to realize gains by shorting futures contracts (the sell side) in deflationary economic periods. It is possible an underlying Fund’s entire ETF investment could be lost. Also, ETF’s have expenses associated with them, and although indirect, these expenses may cause the Portfolio’s return to be lower.

◾ Country-Specific Risk:  One underlying fund invests 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. The 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 Portfolio’s investments in a foreign country.

◾ Credit Risk:  If investment grade bonds are downgraded in credit rating or go into default, the result could be a loss of value, and the Portfolio could lose money. The degree of risk for a particular security may or may not be reflected in its credit rating. Bonds that are unrated, or rated BBB by Standard & Poor’s at the time of purchase, are subject to greater market risk and credit risk, or loss of principal and interest, than higher-rated securities. High yield securities (“junk” bonds) are subject to greater risk of loss than investment grade securities. Unrated bonds or bonds rated BB or lower by Standard & Poor’s at the time of purchase (“junk” bonds) are subject to greater market risk and credit risk, or loss of principal and interest, than higher-rated securities.

◾ Currency Risk:  Securities represented by ADRs are foreign stocks denominated in non-U.S. currency, and 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 investments in foreign securities. For securities that 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 investments in foreign securities.

◾ Emerging Market Risk:  Investments in the securities of emerging countries may experience more rapid and extreme changes in value than investments solely in securities of U.S. companies and investments in 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 investments in emerging foreign countries.

◾ Equity Market Risk:  Overall, stock market risks may affect the value of the Portfolio. Factors such as domestic economic growth and market conditions, interest rate levels, and political events affect the securities markets. When the value of the Portfolio’s investments goes down, your investment in the Portfolio decreases in value and you could lose money.

◾ Exchange Traded Fund Risk:  An ETF may trade at a discount to its net asset value. Investors indirectly bear fees and expenses charged by the underlying ETFs in addition to the Portfolio’s direct fees and expenses. There are also brokerage costs incurred when purchasing ETFs. In addition, losses of the underlying ETF and the level of risk arising from the investment practices of an underlying ETF may impact returns.

◾ Excluded Security Risk:  Because the underlying Funds do not invest in Excluded Securities (including certain REITs) , and will divest themselves of securities that are subsequently discovered to be ineligible, the Portfolio may be riskier than similar funds that invest in underlying funds that invest in broader arrays of securities.

◾ Fixed Income Risk: Fixed income securities will increase or decrease in value based on changes in interest rates. If rates increase, fixed income securities generally will decline, and those securities with longer terms generally will decline more. Your investment will decline in value if the value of fixed income securities decrease. There is a risk that issuers and counterparties will not make payments on fixed income securities and repurchase agreements. Such defaults could result in losses to the Portfolio.

◾ Foreign Investment Risk:  Foreign investing involves risks not typically associated with U.S. investments and may experience more rapid and extreme changes in value than investments solely in securities of U.S. companies. These risks include, among others, adverse fluctuations in foreign currency values as well as adverse political, social and economic developments affecting a foreign country. In addition, foreign investing involves less publicly available information, and more volatile or less liquid securities markets. Investments in foreign countries could be affected by factors not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, foreign tax laws, and potential difficulties in enforcing contractual obligations. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Underlying Funds owning foreign securities could cause the Portfolio’s performance to fluctuate more than if it held only U.S. securities.

◾ Growth Risk:  Some underlying Funds invest in companies after assessing their growth potential. Securities of growth companies may be more volatile than other stocks. If a portfolio manager’s perception of a company’s growth potential is not realized, the securities purchased may not perform as expected, reducing the Portfolio’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.

◾ High Portfolio Turnover Risk:  Higher portfolio turnover rates 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 Portfolio operating expenses or in the Example, affect the Portfolio’s performance.

◾ 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 (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 an underlying Fund’s ability to buy or sell optimal quantities of high yield securities at desired prices.

◾ Interest Rate Risk:  When interest rates rise, bond prices fall; the higher an underlying 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 underlying Fund is to interest rate risk.

◾ Investing In Other Funds Risk:  The Portfolio invests in the securities of other investment companies. To the extent that the Portfolio invests in other mutual funds, exchange traded funds and other commingled funds, it will indirectly bear the expenses of those funds, which will cause the Portfolio’s return to be lower.

◾ 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.

◾ 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.

◾ Management Risk:  An Advisor’s judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which an underlying Fund invests may prove to be incorrect. The Portfolio may experience losses regardless of the overall performance of the market.

◾ 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 an underlying 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.

◾ Municipal Securities Risk:  The power or ability of an issuer to make principal and interest payments on municipal securities may be materially adversely affected by economic conditions, litigation or other factors. An underlying Fund’s right to receive principal and interest payments may be subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors, as well as laws, if any, which may be enacted by Congress or state legislatures extending the time for payment of principal and/or interest or imposing other constraints upon the enforcement of such obligations. In addition, substantial changes in federal income tax laws could cause municipal security prices to decline because the demand for municipal securities is strongly influenced by the value of tax exempt income to investors.

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

◾ Real Estate Investment Trust Risk:  To the extent underlying Funds invest in real estate investment trusts, the Portfolio is subject to 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 underlying Funds, the more sensitive the Portfolio is to interest rate risks. The underlying Funds are also subject to credit risk; the Portfolio could lose money if mortgagors default on mortgages held in the REITs.

◾ Sector Risk:  If certain industry sectors or types of securities don’t perform as well as the managers of the underlying Funds expect, the Portfolio’s performance could suffer.

◾ Small Cap Company Risk:  Smaller capitalization companies may experience higher failure rates than do larger capitalization companies. In addition, smaller companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Such companies may have limited product lines, markets or financial resources and may lack management depth. The trading volume of securities of smaller capitalization companies is normally less than that of larger capitalization companies, and therefore may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger capitalization companies. Some small capitalization stocks may be illiquid. These risks may be enhanced for micro-cap securities. Many micro-cap companies tend to be new and have no proven track record. Some of these companies have no assets or operations, while others have products and services that are still in development or have yet to be tested in the market. Because micro-cap stocks trade in low volumes, any size of trade can have a large percentage impact on the price of the stock.

◾ Sovereign Debt Risk:  The underlying Funds may invest in sovereign debt obligations. Investment in sovereign debt obligations involves special risks not present in corporate debt obligations. The issuer of the sovereign debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and the Portfolio may have limited recourse in the event of a default. During periods of economic uncertainty, the market prices of sovereign debt, and the underlying Funds’ net asset values, may be more volatile than prices of U.S. debt obligations.

◾ Stock Market Risk:  The Portfolio is predominately 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.

◾ Treasury-Inflation Protected Securities Risk:  Because the real rate of return offered by TIPS, which represents the growth of 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.

◾ 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.

◾ Precious Metals Risk:  The Fund’s gold and silver may be subject to loss, damage, theft, or restriction on access, and the Fund’s recovery may be limited, even in the event of fraud, to the market value of the metals at the time the fraud is discovered. International crises may motivate large-scale sales of precious metals which could decrease their prices and adversely affect the value of the Shares. The price of metals may also be adversely affected by the sale of gold or silver by ETFs or other exchange traded vehicles tracking the precious metals markets. In the event of the insolvency of the Custodian, a liquidator may seek to freeze access to the metals held in all of the accounts held by the Custodian, including the Fund’s Allocated Account. Although the Fund would retain legal title to the allocated gold and silver bars, the Fund could incur expenses in connection with obtaining control of the allocated gold or silver, and the assertion of a claim by such liquidator for unpaid fees could delay redemptions.

◾ Cybersecurity Risks:  Despite the various protections utilized by the Fund and its service providers, systems, networks, or devices utilized by the Fund potentially can be breached. The Fund and its shareholders could be negatively impacted as a result of a cybersecurity breach.

Risk Lose Money [Text]

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As with most other mutual funds, you can lose money by investing in the Conservative Growth Portfolio.

Risk Nondiversified Status [Text]

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

Bar Chart and Performance Table [Heading]

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PAST PERFORMANCE

Performance Narrative [Text Block]

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Although past performance of the Portfolio is no guarantee of how it will perform in the future, historical performance may give you some indication of the risk of investing in the Portfolio because it demonstrates how the Portfolio’s returns have varied over time. The bar chart shows changes in the Portfolio’s returns for the last ten years, and the table shows how the Portfolio’s average annual total returns compare over time to the returns of a broad-based securities market index. The performance information in this Prospectus does not reflect charges or expenses associated with the Insurance Companies Separate Accounts, variable contracts, or Qualified Plans that an investor in the Portfolio may pay.

Performance Information Illustrates Variability of Returns [Text]

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The bar chart shows changes in the Portfolio’s returns for the last ten years, and the table shows how the Portfolio’s average annual total returns compare over time to the returns of a broad-based securities market index.

Performance Past Does Not Indicate Future [Text]

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Although past performance of the Portfolio is no guarantee of how it will perform in the future

Bar Chart [Heading]

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Year-by-year Annual Total Returns for Portfolio Shares (for calendar years ending on December 31)

Bar Chart Closing [Text Block]

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Best Quarter	Worst Quarter
Jun-20	Mar-20
11.39%	-12.62%

Performance Table Heading

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Average Annual Total Returns (for periods ending on December 31, 2020)

Timothy Conservative Variable | Timothy Conservative Variable

Risk/Return:

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Management Fee

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0.10%

^[1]

Distribution/Service (12b-1 Fees)

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none

Other Expenses (including administrative fees, transfer agency fees, and all other ordinary operating expenses not listed above)

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0.57%

Acquired Funds' Fees and Expenses

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0.91%

^[2]

Total Annual Portfolio Operating Expenses

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1.58%

^[3]

1 Year

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$ 161

3 Years

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499

5 Years

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860

10 Years

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$ 1,878

2011

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1.90%

2012

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7.79%

2013

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10.10%

2014

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2.60%

2015

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(2.90%)

2016

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5.85%

2017

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9.32%

2018

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(8.77%)

2019

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15.68%

2020

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8.24%

Highest Quarterly Return, Label

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Best Quarter

Highest Quarterly Return, Date

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Jun. 30, 2020

Highest Quarterly Return

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11.39%

Lowest Quarterly Return, Label

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Worst Quarter

Lowest Quarterly Return, Date

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Mar. 31, 2020

Lowest Quarterly Return

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(12.62%)

1 Year

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8.24%

5 Year

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5.74%

10 Year

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4.76%

Timothy Conservative Variable | Return after taxes on distributions | Timothy Conservative Variable

Risk/Return:

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1 Year

rr_AverageAnnualReturnYear01

6.99%

5 Year

rr_AverageAnnualReturnYear05

4.63%

10 Year

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3.58%

Timothy Conservative Variable | Return after taxes on distributions and sale of shares | Timothy Conservative Variable

Risk/Return:

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1 Year

rr_AverageAnnualReturnYear01

5.45%

5 Year

rr_AverageAnnualReturnYear05

4.21%

10 Year

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3.43%

Timothy Conservative Variable | Dow Jones Global Moderate Portfolio Index (reflects no deduction for fees, expenses or taxes)

Risk/Return:

rr_RiskReturnAbstract

1 Year

rr_AverageAnnualReturnYear01

12.24%

^[4]

5 Year

rr_AverageAnnualReturnYear05

9.36%

^[4]

10 Year

rr_AverageAnnualReturnYear10

7.59%

^[4]

[1] Management Fees are 0.10% of the average daily net assets of the Portfolio, which is paid to the Portfolio’s Advisor, Timothy Partners, Ltd.

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

[3] The annual operating expenses of the Portfolio as shown in the table above are as of the Portfolio’s fiscal year ended December 31, 2020.

[4] The Dow Jones Global Moderate Portfolio Index is a widely recognized, measure of portfolios with similar levels of risk and is based on the Dow Jones Relative Risk Index and consists of 60% equities and 40% fixed income. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

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Label	Element	Value
Risk/Return:	rr_RiskReturnAbstract
Registrant Name	dei_EntityRegistrantName	TIMOTHY PLAN
Prospectus Date	rr_ProspectusDate	Apr. 30, 2021
Document Creation Date	dei_DocumentCreationDate	Apr. 15, 2021