0001398344-23-022066.txt : 20240221 0001398344-23-022066.hdr.sgml : 20240221 20231201092934 ACCESSION NUMBER: 0001398344-23-022066 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20231201 DATE AS OF CHANGE: 20240131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIMOTHY PLAN CENTRAL INDEX KEY: 0000916490 ORGANIZATION NAME: IRS NUMBER: 597016828 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-08228 FILM NUMBER: 231457768 BUSINESS ADDRESS: STREET 1: 1055 MAITLAND CENTER COMMONS CITY: MAITLAND STATE: FL ZIP: 32751 BUSINESS PHONE: 4076441986 MAIL ADDRESS: STREET 1: 1055 MAITLAND CENTER COMMONS CITY: MAITLAND STATE: FL ZIP: 32751 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIMOTHY PLAN CENTRAL INDEX KEY: 0000916490 ORGANIZATION NAME: IRS NUMBER: 597016828 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-73248 FILM NUMBER: 231457767 BUSINESS ADDRESS: STREET 1: 1055 MAITLAND CENTER COMMONS CITY: MAITLAND STATE: FL ZIP: 32751 BUSINESS PHONE: 4076441986 MAIL ADDRESS: STREET 1: 1055 MAITLAND CENTER COMMONS CITY: MAITLAND STATE: FL ZIP: 32751 0000916490 S000004482 Timothy Plan Aggressive Growth Fund C000126996 Timothy Plan Aggressive Growth Fund Class I TIAGX 485APOS 1 fp0086049-2_485apos.htm

  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. 119

x

 

and/or

 

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

 

 

Post-Effective Amendment No. 120

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 C. MAHAFFEY, ESQ.

Sullivan & Worchester LLP

1666 K Street, NW

Washington, DC 20006

 

BRITTANY WEISE, ESQ.

225 Pictoria Drive, Suite 450

Cincinnati, Ohio 45246

 

It is proposed that this filing will become effective:

[ ]immediately upon filing pursuant to paragraph (b)
[ ]on , pursuant to paragraph (b)
X60 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

 

A Rule 24F-2 Notice for the Trust’s fiscal year ended December 31,2022 was filed on March 14, 2023,

 

 

 

 

Prospectus

 

February [ ], 2024

 

TIMOTHY PLAN FAMILY OF FUNDS

 

  SMALL/MID CAP GROWTH FUND (formerly
  known as aggressive growth fund)
  cLASS i
  tICKER tIAGX
  cUsip 887432524

 

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.


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.

   

 

Table of Contents 

 

Section 1 | Fund Summaries  
This section provides an overview of the Funds, including investment objectives, fees and expenses, and historical performance information.  
Small/Mid Cap Growth 4
Section 2 | Description of Our Funds  
This section sets forth a general description of the important information you should know about each of our Funds.  
Small/Mid Cap Growth 9
Section 3 | Who Manages Your Money  
This section gives you a detailed discussion of our Investment Advisor and Investment Managers.  
The Investment Advisor 11
Section 4 | How You Can Buy and Sell Shares  
This section provides the information you need to move money into or out of your account.  
What Share Classes We Offer 13
How to Buy Shares 13
How to Sell Shares 16
Section 5 | General Information  
This section summarizes the Funds' distribution policies and other general Fund information.  
Dividends, Distributions and Taxes 18
Net Asset Value 18
Fair Value Pricing 18
Frequent Trading 19
Fund Service Providers 19
Code of Ethics 19
Section 6 | Privacy Policy  
This section summarizes the Funds' privacy policies.  
Privacy Policy and Customer Identification Program 20
Section 7 | Financial Highlights  
This section provides the Funds' financial performance for the past five fiscal periods.  
Small/Mid Cap Growth 22
Section 8 | For More Information  
This section tells you how to obtain additional information relating to the Funds.  
More Information 23

TABLE OF CONTENTS
PROSPECTUS (CLASS I) /
2 

 

Section 1 | Fund Summaries

 

The Timothy Plan believes it has a moral and ethical responsibility to invest in a biblically responsible manner. Accordingly, we strive to ensure our Funds do not 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 unbiblical lifestyles. Securities issued by companies engaged in these activities are excluded from the Funds' portfolios. They are referred to throughout this Prospectus (the "Prospectus") as "Excluded Securities." Our Funds will not intentionally purchase excluded Securities.

 

Timothy Partners, Ltd. ("TPL") is Investment Advisor to the Funds and is responsible for determining what companies are deemed 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 could be found offensive to fundamental, traditional Judeo-Christian values. The Advisor establishes the Biblically Responsible Investing parameters that are employed by the research service provider in the creation of the “excluded list of companies” that may not be placed into any Timothy Plan portfolio. The research company may not alter, delete, or employ additional parameters without the prior knowledge and consent of the Advisor. 

 

Further, suppose any of our Funds subsequently discovers a company is engaged in a prohibited practice. In that case, that security will be sold as soon as it is reasonably practicable.

FUND SUMMARY
PROSPECTUS (CLASS I) /
3 

 

 

Fund Summary

 

February [   ], 2024

 

Small/Mid Cap Growth Fund

 

Investment Objective

 

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

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses you may pay if you buy and hold shares of the Fund. You may pay other fees, such as brokerage commissions and other fees, to financial intermediaries, which are not reflected in the tables and examples below.

 

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

 

  Class I
Management Fee 0.85%
Distribution/Service (12b-1 Fees) 0.00%
Other Expenses   [    ]%
Acquired Funds Fees and Expenses (1)   [    ]%

Total Annual Fund Operating Expenses

(before fee waivers/reimbursements)

  [    ]%
Fee Waivers and/or Expense Reimbursements (2)(3)(4) [    ]%

Total Annual Fund Operating Expenses

(after fee waivers/expense reimbursements) (5)

 [    ]%

 

(1)Acquired Funds Fees and Expenses are the indirect costs of investing in other investment companies. Total Annual Fund Operating Expenses do not correlate to the ratio of average net assets in the Financial Highlights Table, which reflects the operating expenses of the Fund and does not include Acquired Funds Fees and Expenses.

 

(2) As described in the "Who Manages Your Money" section of the Fund's prospectus beginning on page [ ], Timothy Partners, Ltd ("TPL") has contractually agreed, through January 28, 2025, to waive ten basis points (10 bps) of the management fee paid by the Trust for the Fund.

 

(3) Also as described in the "Management of the Fund," Timothy Partners, Ltd ("TPL") has contractually agreed to waive the management fee with respect to any portion of the Fund's assets estimated to be attributable to investments in money market funds, other equity and fixed income mutual funds and exchange-traded funds managed by TPL or its affiliates that have a contractual management fee, through January 28, 2025.

  

(4)The contractual agreements may be terminated upon 90 days' notice by a majority of the non-interested trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Fund.

 

(5)The fees have been restated to reflect current expenses and may not correlate to the Financial Highlights in the Annual Report.

FUND SUMMARY
PROSPECTUS (CLASS I) /
4 

 

Example:

 

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

1 Year 3 Years 5 YEARS 10 Years
$[ ] $[ ] $[ ] $[ ]

 

Your costs for this share class would be the same whether or not you redeem your shares at the end of any period.

 

Portfolio Turnover

 

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

 

Principal Investment Strategies

 

The Fund seeks to achieve its investment strategy by normally investing at least 80% of the Fund's total assets in stocks of small and mid-cap companies. The Adviser considers small and mid-cap companies to be companies that, at the time of investment, have market capitalizations within the range of market capitalization of the companies appearing in the Russell MidCap Growth® Index. As of September 30, 2023, the market capitalization of the companies appearing in the Russell MidCap Growth® Index ranged from $0.5 Billion to $52.8 Billion . The Fund may invest its assets in securities of U.S. companies and foreign companies, directly or indirectly through American Depositary Receipts (“ADRs”) or other types of depositary receipts. The Fund may also invest in equity real estate investment trusts (“REITs”).

 

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

 

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

 

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

 

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

 

Principal Risks of Investing in the Fund

 

The principal risks of investing in the Fund are summarized below. As with any investment, there is a risk that you could lose all or a portion of your investment in the Fund. Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears.

 

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

 

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

FUND SUMMARY
PROSPECTUS (CLASS I) /
5 

 

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

 

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

 

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

 

The remaining principal risks are presented in alphabetical order. Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears.

 

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

 

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

 

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

 

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

 

Year-by-year Annual Total Returns for Class I Shares [ Will be update with 9/30/2023 information when available]

 

FUND SUMMARY
PROSPECTUS (CLASS I) /
6 

 

Best Quarter Worst Quarter
[ ] [ ]
[ ]%   [ ]%

 

Average Annual Total Returns

[(for periods ending on December 31, 2023)]

 

Small Mid Cap Growth Class I
  1 Year 5 Year Since Inception (3)
Return before taxes [ ]% [ ]% [ ]%
Return after taxes on distributions (1) [ ]% [ ]% [ ]%
Return after taxes on distributions and sale of shares (1) [ ]% [ ]% [ ]%

Russell Midcap Growth Index (2)

(reflects no deduction for fees, expenses or taxes)

[ ]% [ ]% [ ]%

 

(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
(2) The Russell Midcap Growth Index is a widely recognized, unmanaged index of Mid Capitalization growth companies in the United States. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.
(3) The Fund commenced investment operations on October 5, 2000. The Class I commenced operation on August 1, 2013.

 

Investment Advisor

 

Timothy Partners, Ltd.

 

Sub-Advisor

 

Chartwell Investment Partners (“Chartwell”) serves as Investment Manager to the Fund.

 

Portfolio Managers

 

Frank L. Sustersic, CFA, Senior Portfolio Manager of Chartwell, has been serving the Fund since December 1, 2016.

Peter M. Schofield, CFA, Principal and Senior Portfolio Manager, has been serving the Fund since December 18, 2010.

.

Purchase and Sale of Shares

 

You may purchase, redeem or exchange shares of the Fund on any business day, which is any day the New York Stock Exchange is open for business. Class I shares are only available to fee-based investment advisors for the benefit of their clients, institutional investors, and certain investment platforms. The minimum initial purchase or exchange into the Fund ranges from $100,000 to $0, depending upon account type. The minimum subsequent investment amount ranges from $25,000 to $0, depending upon account type. The Fund shares are redeemable on any business day by contacting your financial advisor, or by written request to the Fund, by telephone, or by wire transfer.

FUND SUMMARY
PROSPECTUS (CLASS I) /
7 

 

Tax Information

 

The Fund’s distributions are taxable and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred account, such as a 401(k) plan, individual retirement account (IRA) or 529 college savings plan. Tax-deferred arrangements may be taxed later upon withdrawal of monies from those accounts.

 

Payment to Broker-Dealers and Other Financial Intermediaries

 

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

FUND SUMMARY
PROSPECTUS (CLASS I) /
8 

 

Section 2 | Description of Our Funds

 

SMALL/MID CAP Growth Fund

 

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

 

The Fund seeks to achieve its investment strategy by normally investing at least 80% of the Fund's total assets in stocks of small and mid-cap companies. The Adviser considers small and mid-cap companies to be companies that, at the time of investment, have market capitalizations within the range of market capitalization of the companies appearing in the Russell MidCap Growth®  Index.  As of September 30, 2023, the market capitalization of the companies appearing in the Russell MidCap Growth®   Index ranged from $0.5 Billion  to $52.8 Billion .  The Fund may invest its assets in securities of U.S. companies and foreign companies, directly or indirectly through American Depositary Receipts (“ADRs”) or other types of depositary receipts.  The Fund may also invest in equity real estate investment trusts (“REITs”).

 

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

 

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

 

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

 

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

 

The Fund is subject to the following Principal Risks:

 

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

 

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

 

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

FUND SUMMARY
PROSPECTUS (CLASS I) /
9 

 

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

 

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

 

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

 

Investing In Other Funds Risk. The Fund invests in the securities of other investment companies. To the extent that the Fund 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 Fund’s return to be lower.

 

Cybersecurity Risks. The computer systems, networks and devices used by the Fund and its service providers to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized by the Fund and its service providers, systems, networks, or devices potentially can be breached. The Fund and its shareholders could be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. Cybersecurity breaches may cause disruptions and impact the Fund’s business operations, potentially resulting in financial losses; interference with the Fund’s ability to calculate its NAV; impediments to trading; the inability of the Fund, the Advisor, and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines; penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information.

 

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Funds’ SAI for Class I shares. It is also available on the Fund’s website, fund.timothyplan.com.

FUND SUMMARY
PROSPECTUS (CLASS I) /
10 

 

Section 3 | Who Manages Your Money

 

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

 

The Investment Advisor

 

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

 

For its advisory services, TPL is paid an annual fee equal to 0.85% on the Small/Mid Cap Growth Fund,.

 

As of September 30, 2023, TPL managed approximately $[ ] billion in Timothy Plan Fund Assets.

 

Contractual Fee Waivers

 

Timothy Partners, Ltd (“TPL”) has contractually agreed to waive the management fee with respect to any portion of the Fund’s assets estimated to be attributable to investments in other equity and fixed income mutual funds and exchange-traded funds managed by TPL or its affiliates that have a contractual management fee, through January 28, 2025. The contractual agreements may be terminated upon 90 days’ notice by a majority of the non-interested trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Fund.

 

With respect to the Fund, TPL has agreed to waive and/or reimburse fees or expenses in order to limit Total Annual Fund Operating Expenses to the amounts noted in the table below.

 

Name of Trust Series

Contractual
Advisory Fee
Contractual
Fee Waiver
Advisory Fee
After Waiver
MUTUAL FUNDS      
Timothy Plan Small Cap Value Fund 0.85% 0.05% 0.80%
Timothy Plan Large/Mid Cap Value Fund 0.85% 0.05% 0.80%
Timothy Plan Small/Mid Cap Growth Fund 0.85% 0.10% 0.75%
Timothy Plan Large/Mid Cap Growth Fund 0.85% 0.05% 0.80%
Timothy Plan Growth and Income Fund 0.85% 0.15% 0.70%
Timothy Plan Fixed Income Fund 0.60% 0.20% 0.40%
Timothy Plan High Yield Bond Fund 0.60% 0.10% 0.50%
Timothy Plan International Fund 1.00% 0.05% 0.95%
Timothy Plan Israel Common Value Fund 1.00%   1.00%
Timothy Plan Defensive Strategies Fund 0.60% 0.05% 0.55%
Timothy Plan Strategic Growth Fund 0.15%   0.15%
Timothy Plan Conservative Growth Fund 0.15%   0.15%
       

ETFS

     
Timothy Plan US Large/Mid Cap Core ETF 0.52%   0.52%
Timothy Plan US Large/Mid Cap Core Enhanced ETF 0.52%   0.52%
Timothy Plan Small Cap Core ETF 0.52%   0.52%
Timothy Plan High Dividend Stock ETF 0.52%   0.52%
Timothy Plan High Dividend Stock Enhanced ETF 0.52%   0.52%
Timothy Plan International ETF 0.62%   0.62%
Timothy Plan Market Neutral ETF 0.65%   0.65%

 

TPL has entered into a sub-advisory agreement with the Sub-Adviser. Under the sub-advisory agreement, TPL pays the Sub-Adviser for services it provides for that portion of the Fund for which it acts as sub-adviser a fee equal to a percentage of the management fee paid to TPL under the Management Agreement.

 

A discussion of the basis for the Board’s approval of the Management Agreement with TPL is included in the Fund’s annual shareholder report for the fiscal year ended September 30, 2023. A discussion of the basis for the Board’s approval of the sub-advisory agreement with the sub-adviser is included in the Fund’s semi-annual shareholder report for the fiscal period ending March 31, 2023. 

  

The additional voluntary fee waivers may fluctuate or be discontinued by the Advisor at any time without notice; however, the Advisor currently anticipates maintaining the waiver for a minimum period of six months from the effective date. Please note that the removal of the voluntary waiver will lead to increased expenses which will impact the Fund’s yield.

WHO MANAGES YOUR MONEY
PROSPECTUS (CLASS I) /
11 

 

COVENANT FUNDS, INC.

 

Covenant Funds, Inc., a Florida corporation (“CFI”), is the managing general partner of TPL. Arthur D. Ally is President, Chairman and Trustee of the Trust, as well as President and 54% 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. 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.

 

The Investment Managers

 

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

 

A discussion of the considerations employed by the Board of Trustees (the “Board”) in their approval of TPL as Advisor to the Trust, and each Investment Manager as manager of the Funds in 2023, is available in the Funds’ semi-annual report dated March 31, 2023.

 

The Statement of Additional Information (“SAI”) for the Trust’s Class I Shares, dated February [ ], 2024, contains additional information about the compensation paid to the portfolio managers, other accounts and account types managed by the Advisor and Investment Managers, and ownership of Fund shares. The SAI is available upon request at no charge. To receive a copy of the SAI you may request one by calling the Funds at (800) 846-7526.

 

CHARTWELL INVESTMENT PARTNERS

 

Chartwell Investment Partners (“Chartwell”), 1205 Westlakes Drive, Suite 100, Berwyn, PA 19312, serves as Investment Manager to the Small/Mid Cap Growth and the Large/Mid Cap Growth Fund. Chartwell Investment Partners, LLC, is a Berwyn, Pennsylvania based investment firm, founded in 1997, focusing on institutional, sub-advisory and private client relationships.

 

Chartwell is an independent affiliate and subsidiary of Raymond James Investment Management, the asset management subsidiary of Raymond James, Inc. (NYSE: RJF) which is based in St. Petersburg, Florida.

 

The Small/Mid Cap Growth Fund is managed by the team of Frank L. Sustersic and Peter M. Schofield each of whom participate in the investment decision process during meetings in which the team determines the allocation of securities held in the portfolio. Each has authority to direct trading activity in the Fund.

 

  Frank L. Sustersic, CFA, is a Managing Partner and Senior Portfolio Manager for the Fund and has been in the investments arena since 1989.

 

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

 

As of September 30, 2023, Chartwell managed approximately $[ ] billion in client assets.

 

A MORE COMPREHENSIVE DISCUSSION OF THE ADVISOR'S AND EACH INVESTMENT MANAGER'S ACTIVITIES, COMPENSATION, AND OTHER ACCOUNTS AND ACCOUNT TYPES MANAGED BY THE INVESTMENT MANAGERS MAY BE FOUND IN THE SAI DATED FEBRUARY [  ], 2024. THE SAI IS AVAILABLE UPON REQUEST AT NO CHARGE BY CALLING THE FUND AT (800) 846-7526.

WHO MANAGES YOUR MONEY
PROSPECTUS (CLASS I) /
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Section 4 | How You Can Buy and Sell Shares

 

What Share Classes We Offer

 

Each Fund offers you a choice of three different classes in which to invest. The main differences between each Class are sales charges and ongoing fees. Each share class in a Fund represents interests in the same portfolio of investments in that Fund. When deciding which Class of shares to purchase, you should consider your investment goals, present and future amounts you may invest in the Funds, and the length of time you intend to hold your shares. This prospectus offers Class I shares only. Class A and C shares are offered via a different Prospectus. For more information regarding the purchase of shares, contact the Trust at (800) 846-7526.

 

CLASS I SHARES

 

Class I shares are exclusively available to institutional clients and fee-based registered investment advisors for the benefit of their clients. Any questions you may have can be answered by calling (800) 846-7526.

 

Class I shares are offered at net asset value without any sales charge. There are no contingent deferred sales charges, redemption fees or exchange fees, and no ongoing distribution/service fees.

 

How To Buy Shares

 

OPENING AND ADDING TO YOUR ACCOUNT

 

You will ordinarily submit your purchase orders through your registered investment advisor through with whom you opened your shareholder  account. Payments for Fund shares must be in U.S. dollars, and in order to avoid fees and delays, should be drawn on a U.S. Bank and may be made by check, Automated Clearing House (“ACH), or wire. Please remember that the Trust reserves the right to reject any purchase order for Fund shares.

 

The Fund may limit the amount of purchases and refuse to sell shares to any person. If an order to purchase shares is canceled because your check does not clear, the Transfer Agent will charge a $25 fee against your account, in addition to any resulting losses or other fees incurred by the Fund or the Transfer Agent in the transaction. You may be prohibited or restricted from making future purchases in the Fund. Checks must be made payable to the Fund. The Fund and its transfer agent may refuse any purchase order for any reason. Cash, third party checks (except for properly endorsed IRA rollover checks), counter checks, starter checks, traveler’s checks, money orders, credit card checks, and checks drawn on non-U.S. financial institutions will not be accepted. Cashier’s checks, bank official checks, and bank money orders are reviewed on a case-by-case basis and may be accepted under certain circumstances. In such cases, a 15-business day hold will be applied to the funds (which means that you may not redeem your shares until the holding period has expired). The minimum initial investment amount for the Fund classes offered by this Prospectus is set forth below:

 

Type of Investment Account Minimum Initial Minimum Subsequent Purchase Amount
Individual Accounts $1,000 $50
Institutional Accounts $100,000 $25,000
Fee-based Registered Advisor Accounts    
ERISA Retirement Plans None None
Other Recognized Retirement Plans or Accounts None None
Employer Sponsored Health Savings Accounts None None

 

HOW YOU CAN BUY AND SELL SHARES
PROSPECTUS (CLASS I) /
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TO OPEN AN ACCOUNT BY MAIL

 

To make your initial investment in a Fund, work with your registered investment advisor to complete the application, and make a check payable to the Fund of your choice, and mail the Form and check to:

 

The Timothy Plan

c/o Ultimus Fund Solutions, LLC

PO Box 541150

Omaha, NE 68154

 

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

 

Your purchase order, if accompanied by payment, will be processed upon receipt by Ultimus Fund Solutions, LLC, each Funds' transfer agent (the "Transfer Agent"). If the Transfer Agent receives your order and payment by the close of regular trading on the NYSE (currently 4:00 p.m. Eastern time), your shares will be purchased at the applicable Fund's public offering price calculated at the close of regular trading on that day. Otherwise, your shares will be purchased at the public offering price determined as of the close of regular trading on the next business day. When you make your initial purchase of Fund shares, be sure to indicate which Class of shares you wish to purchase. If you do not select a share class, Class A shares will be purchased for you. For subsequent purchases, additional shares of your currently owned share class will be purchased unless you indicate otherwise on your purchase order. If an order to purchase shares is canceled because your check does not clear, the Transfer Agent will charge a $25 fee against your account, in addition to any resulting losses or other fees incurred by the Fund or the Transfer Agent in the transaction.

 

(1)Ultimus Fund Solutions, LLC and Gemini Fund Services, LLC are indirectly owned through a common parent entity, The Ultimus Group, LLC. Gemini Fund Services, LLC has filed a D.B.A. to operate as Ultimus Fund Solutions, LLC.

 

PURCHASING SHARES BY WIRE TRANSFER

 

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

 

1.Fill out and mail or fax (402-963-9094), or complete an electronic Account Registration Form, to the Transfer Agent.
2.Call (800) 662-0201 to inform us that a wire is being sent.
3.Obtain an account number from the Transfer Agent.
4.Ask your bank to wire funds to the account of:

First National Bank of Omaha
Cinti/Trust, ABA #: 104000016
Credit: The Timothy Plan
Account #: 110333337
For further credit to: (Your Name and Account #)

 

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

 

As a convenience for investors, the Trust allows investors to fax an Account Registration Form to the Transfer Agent or complete an electronically signed application. If you elect to fax your form to the Transfer Agent, you must also mail the original to the Transfer Agent for the Trust's permanent files.

 

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

 

If you purchase Fund shares by wire, you must complete and file an Account Registration Form with the Transfer Agent before any of the shares purchased can be redeemed. Either fill out and mail the Form included with this Prospectus or call the Transfer Agent and they will send you an application.

 

You should contact your bank (which will need to be a commercial bank that is a member of the Federal Reserve System) for information on sending funds by wire, including any charges that your bank may make for these services.

 

PURCHASES THROUGH FINANCIAL SERVICE ORGANIZATIONS

 

You may purchase shares of the Funds through your Registered Investment Advisor ("RIA"). Simply call your investment professional to make your purchase. Your RIA may charge a separate fee for administrative services, ticket fees, redemption fees, and other fees in connection with investments in Fund shares and may impose account minimums and other requirements. Please refer to its program materials for any additional special provisions or conditions that may be different from those described in this Prospectus (for example, some or all of the services and privileges described may not be available to you). RIAs have the responsibility of transmitting purchase orders and funds and of crediting their customers' accounts following redemptions, in a timely manner in accordance with their customer agreements and this Prospectus.

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PURCHASING SHARES BY AUTOMATIC INVESTMENT PLAN

 

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

 

RETIREMENT PLANS

 

Retirement plans may provide you with a method of investing for your retirement by allowing you to exclude from your taxable income, subject to certain limitations, the initial and subsequent investments in your plan and also allowing such investments to grow without the burden of current income tax until moneys are withdrawn from the plan. Certain transactions within an IRA account, including shares redeemed to return an excess contribution, retirement plan or IRA transfers or hardship withdrawals, IRS re-characterizations and conversions, and account closures, may be subject to a $25 fee. The Transfer Agent may charge a $25 annual account maintenance fee for each retirement account. Contact your Registered Investment Advisor ("RIA") or call the Trust at (800) 846-7526 to receive information concerning your options.

 

OTHER PURCHASE INFORMATION

 

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

 

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

 

The Timothy Plan wants you to be kept current regarding the status of your account in our Fund(s). To assist you, the following statements and reports will be sent to you, or at your election made available to you on a secure website:

 

Confirmation Statements. After every transaction that affects your account balance or your account registration.

 

Account Statements. Quarterly.

 

Financial Reports. The shareholder reports are available on the Fund's website fund.timothyplan.com. You will be notified by mail each time a report is posted and provided with a website link to access the report. You may also elect to receive your shareholder reports and other communications from the Fund electronically by contacting the Fund at 1-800-662-0201. You may also elect to receive all future reports in paper form free of charge. To reduce Fund expenses, if you elect to receive your reports by mail, only one copy of a Fund report will be mailed to each taxpayer identification number even if you have more than one account in the Fund. Also, unless requested to the contrary, the Annual and Semi-Annual Reports will be householded, which means that only one Report will be sent to an address in which multiple investors reside or declare as their address of record.

 

Other account statement requests may be subject to a $25 retrieval fee.

 

The Funds reserve the right to reject applications for shares under circumstances or in amounts considered disadvantageous to shareholders. At the discretion of the Fund, applications may not be accepted unless they are accompanied by payment in U.S. funds. If required, payment must be made by wire transfer, check, or money order drawn on a U.S. bank, savings & loan, or credit union. The custodian will charge a $25.00 fee against your account, in addition to any loss sustained by a Fund, for any payment check returned to the custodian for insufficient funds.

 

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

 

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

HOW YOU CAN BUY AND SELL SHARES
PROSPECTUS (CLASS I) /
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How To Sell Shares

 

You may sell (redeem) your shares at any time, however, proceeds may not be available to you until the check or payment received for investment has cleared, which may take up to seven days. You may request the sale of your shares either by mail, by telephone or by wire.

 

BY MAIL

 

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

 

The Timothy Plan

c/o Ultimus Fund Solutions, LLC

4221 N. 203rd St, Suite 100

Elkhorn, NE 68022

 

The selling price Class I shares being redeemed will be the applicable Fund's per share net asset value next calculated after receipt of all required documents in "good order." Payment of redemption proceeds will be made no later than the fifth business day after the valuation date unless otherwise expressly agreed by the parties at the time of the transaction.

 

You may request express delivery of redemption proceeds. Checks requested to be sent via express delivery are subject to a $35 charge from your account.

 

"Good order" means that the request must include:

 

1.Your account number.
2.The number of shares to be sold (redeemed) or the dollar value of the amount to be redeemed.
3.The signatures of all account owners exactly as they are registered on the account.
4.Any required signature guarantees.
5.Any supporting legal documentation that is required in the case of estates, trusts, corporations or partnerships and certain other types of accounts.

 

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

 

The Fund typically pays redemption proceeds from cash held by the applicable Fund, with payment sent to the redeeming shareholder's address of record not later than the fifth business day following the day the redemption request is received in good order. If necessary, to meet the requirements of a redemption request, the applicable Fund may sell portfolio assets to the extent necessary. In the event of extreme market stress, pursuant to the Trust's Agreement and Declaration of Trust, payment for shares redeemed may be made either in cash or in-kind, or partly in cash and partly in-kind. However, the Trust has elected, pursuant to Rule 18f-1 under the 1940 Act, to redeem its shares solely in cash up to the lesser of $250,000 or 1% of the net asset value of the Trust, during any 90-day period for any one shareholder. Payments in excess of this limit will also be made wholly in cash unless the Board believes that economic conditions exist which would make such a practice detrimental to the best interests of the Trust. Any portfolio securities paid or distributed in-kind would be valued as described in the applicable Prospectus. In the event that an in-kind distribution is made, a shareholder may incur additional expenses, such as the payment of brokerage commissions, on the sale or other disposition of the securities received from the Funds.

 

SIGNATURE GUARANTEES

 

A signature guarantee of each account owner is generally required to redeem shares under the following circumstances for redemptions of any size:

 

1.if you change the ownership on your account;
2.when you want the redemption proceeds sent to a different address than is registered on the account;
3.if the proceeds are to be made payable to someone other than the account's listed owner(s);
4.for any redemption transmitted by federal wire transfer to your bank;
5.if a change of address request has been received by the Trust or the Transfer Agent within 30 days previous to the request for redemption: and
6.for accounts with wire transfer privileges, if you change the designated account for transactions within 30 days previous to the request for redemption (for joint accounts, all signatures must be guaranteed, if required as above).

HOW YOU CAN BUY AND SELL SHARES
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In addition, signature guarantees are generally required for redemptions of $50,000 or more from any Fund shareholder account. At the discretion of the Trust or Ultimus Fund Solutions, LLC, you may be required to furnish additional legal documents, or alternative assurances may be accepted to insure proper authorization. A redemption will not be processed until the signature guarantee, if required, is received in "good order."

 

Upon the death of a retirement account owner for accounts below $50,000, named beneficiaries of the retirement account(s), when providing documentation in good order, are not required to provide a medallion signature guarantee. For inherited retirement accounts above $50,000 the Trust may, in its sole discretion, waive a medallion signature guarantee.

 

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

 

BY TELEPHONE

 

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

 

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

 

BY AUTOMATED CLEARING HOUSE ("ACH")

 

You may request that the redemption proceeds be transferred to your designated bank if it is a member bank or a correspondent of a member bank of the ACH system. There is no fee charged by the Trust. ACH redemption requests must be received by the Transfer Agent before 4:00 p.m. Eastern Time to receive that day's closing net assets value. ACH redemptions will be sent on the day following your redemption request. ACH redemption funds are normally available two days after the redemption has been processed. The Transfer Agent imposes a $15 fee for each wire redemption and deducts the fee directly from your account.

 

REDEMPTION AT THE OPTION OF THE TRUST

 

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

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Section 5 | General Information

 

Dividends, Distributions and Taxes

 

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

 

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

 

Unless you elect to have your distributions paid in cash, your distributions will be reinvested in additional shares of the applicable Fund. You may change the manner in which your dividends are paid at any time by writing to The Timothy Plan, c/ Ultimus Fund Solutions, LLC, PO Box 541150 Omaha, NE 68154.

 

The Funds intend to qualify and maintain their qualification as a "regulated investment company" under the Internal Revenue Code (the "Code"), meaning that to the extent a Fund's earnings are passed on to shareholders as required by the Code, the Fund itself is not required to pay federal income taxes on the earnings. Accordingly, the Fund will pay dividends and make such distributions as are necessary to maintain its qualification as a regulated investment company under the Code.

 

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

 

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

 

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

 

Net Asset Value

 

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

 

Fair Value Pricing

 

The Board has delegated to the Advisor and/or Investment Managers, under the oversight of the Boards' 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 will use its best efforts to arrive at the fair value of a security held by the Fund under all reasonably ascertainable facts and circumstances. The Advisor must prepare a report for the Board not less than quarterly containing a complete listing of any securities for which fair value pricing was employed and detailing the specific reasons for such fair value pricing. The Trust has adopted written policies and procedures to guide the Pricing Committee, Advisor and Investment Managers with respect to the circumstances under which, and the methods to be used, in fair valuing securities.

 

Except for the Israel Common Values and the International Fund which have a higher probability of Fair Value Pricing, the Funds generally invest the vast majority of their assets in frequently traded exchange listed securities of domestic issuers with relatively liquid markets and calculate their NAV as of the time those exchanges close. Except for the Israel Common Values and the International Fund, the Funds typically do not invest in securities on foreign exchanges or in illiquid or restricted securities. Accordingly, except for those Funds, there may be very limited circumstances under which any Fund would hold securities that would need to be fair value priced.

 

Examples of when it would be likely that a Fund security would require fair value pricing include but are not limited to: if the exchange on which a portfolio security traded were to close early; if trading in a particular security were to be halted on an exchange and did not resume trading prior to calculation of NAV; if a significant event that materially affected the value of a security were to occur after the securities' exchange had closed but before the Fund's NAV had been calculated; and if a security that had a significant exposure to foreign operations was subject to a material event or occurrence in a foreign jurisdiction in which the company had significant operations; or in the event that the Fixed Income or High Yield Bond Funds were to invest in certain types of bonds that had limited marketability, such as "church bonds".

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

 

When a security is Evaluated Priced, it means the Advisor and Investment Manager are relying on a nationally recognized company that provides daily pricing of international and domestic securities. Accordingly, there is the possibility that the pricing firm's calculations or pricing techniques could be wrong, and as a result the Fund's NAV on that day could be higher or lower, depending on how the security was valued, than would otherwise be the case.

 

Frequent Trading

 

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

 

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

 

Fund Service Providers

 

Principal Underwriter

 

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

 

Code of Ethics

 

The Board has approved Codes of Ethics for the Funds, the Portfolios, Investment Advisor, Sub-Advisors, and Principal Underwriter. These Codes govern the personal activities of persons who may have knowledge of the investment activities of the Funds 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.

GENERAL INFORMATION
PROSPECTUS (CLASS I)
/ 19 

 

Section 6 | Privacy Policy

 

Privacy Policy and Customer Identification Program

 

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

 

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

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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 drivers’ 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. 

 

PRIVACY POLICY
PROSPECTUS (CLASS I) /
21 

 

Section 7 | Financial Highlights

 

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

The Financial Highlights tables are intended to help you understand a fund's performance for the past five years or since its inception if less than five years. Certain information reflects financial results for a single fund share. The total returns in the tables represent the rate an investor would have earned (or lost) on an investment in the fund for the period shown, assuming reinvestment of all dividends and distributions. Information has been derived from financial statements audited by [                            ] Independent Registered Public Accounting Firm, whose report, along with the Fund's financial statements, are included in the annual report, which is available upon request.

 

Small Mid/Cap Growth Fund Class I - Financial Highlights will be included when available with the February [  ], 2024 annual update

FINANCIAL HIGHLIGHTS
PROSPECTUS (CLASS I) /
22 

 

Section 8 | For More Information

 

Additional information about the Funds is available in the Funds' Class I SAI. The SAI contains more detailed information on all aspects of the Funds. A current SAI dated February [ ], 2024 has been filed with the SEC and is incorporated by reference into (is legally a part of) this Prospectus. Additional information about each Fund's investments is also available in the Funds' semi-annual report, dated[ March 31, 2023, and audited annual report, dated September 30, 2023. In the Funds' annual report, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund's performance during its last fiscal year.

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

 

  Timothy Plan (1) Securities and Exchange Commission
By Phone: (800) 846-7526 (202) 942-8090
By Mail:

The Timothy Plan

c/o Timothy Partners, Ltd.

1055 Maitland Center Commons

Maitland, FL 32751

Public Reference Section

Securities and Exchange Commission

Washington, D.C. 20549-0102

(a duplicating fee required)

By E-mail: invest@timothyplan.com

Publicinvest@sec.gov

(a duplicating fee required)

By Internet: timothyplan.com sec.gov
In Person:  

Public Reference Room

Securities and Exchange Commission,

Washington, D.C.

 

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

 

The Timothy Plan

Investment Company Act No. 811-08228

FORE MORE INFORMATION
PROSPECTUS (CLASS I) /
23 

 

 

 

 

 

1055 Maitland Center Commons
Maitland, Florida 32751
Online | (800) 846-7526
Website | timothyplan.com
Email | invest@timothyplan.com
Phone | (800) 846-7526

 

 

 

 

Statement of Additional Information

 

February[  ],2024

 

TIMOTHY PLAN FAMILY OF FUNDS

 

  SMALL/MID CAP GROWTH FUND (formerly
  known as aggressive growth fund)
  cLASS i
  tICKER tIAGX
  cUsip 887432524

 

The information in this statement of additional information is not complete and may be changed. The Funds may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This statement of additional information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

To obtain a free additional copy of the prospectus or SAI, dated February [ ], 2024, or an annual report, please contact the Timothy Plan at (800) 846-7526 or visit Timothy Plan's website at fund.timothyplan.com.

 

TABLE OF CONTENTS

 

 

  

 

Table of Contents

 

Section 1 | General Information  
Fund Classes 3
Fund History 3
Section 2 | Investments and Risks  
Investment Strategies and Risks 4
Fund Policies 6
Portfolio Turnover 7
Disclosure of Portfolio Turnover 7
Section 3 | Management of the Fund  
Investment Advisor 9
Investment Manager 9
Sub-Advisor Fees 11
Officers and Trustees of the Trust 11
Compensation 20
Code of Ethics 22
Proxy Voting Policies 22
Section 4 | Control Persons and Principal Holders of Securities  
Ownership 23
Section 5 | Other Service Providers  
Principal Underwriter 24
Transfer/Fund Accounting Agent/Administrator 24
Independent Registered Public Accounting Firm 24
Custodian 25
Sub Custodian 25
Section 6 | Brokerage Allocation  
Brokerage Transactions 26
Commissions 26
Section 7 | Purchase, Redemption, and Pricing of Shares  
Purchase of Shares 27
Redemption of Shares 27
Net Asset Value 28
Fair Value Pricing 28
Section 8 | Taxation of the Fund  
Taxation 30
Section 9 | Calculation of Performance Data  
Performance 32
Section 10 | Financial Statements  
Financial Statements 34
Appendix A | Proxy Voting Policy  
Preface 35
Key Proxy Voting Issues 35
Proxy Voting Procedures 37
Record Keeping 38
Summary 38

TABLE OF CONTENTS

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 2

 

Section 1 | General Information

 

This Statement of Additional Information ("SAI") is not a prospectus and is meant to be read in conjunction with the Prospectus of the Fund, dated February [ ], 2024, as amended or supplemented from time to time, and is incorporated by reference in its entirety into the Prospectus.

 

There are three Classes of shares currently offered by the Timothy Plan Trust (the "Trust"): Class A shares are offered with a front-end sales charge and ongoing service/distribution fees; Class C shares are offered with a contingent deferred sales charge that ends after the first year and ongoing service and distribution fees and Class I shares, which are offered without any sales charges or ongoing service/distribution fees.

 

This SAI relates only to Class I Shares of the Fund listed below. Class A and Class C shares shares of the Fund are offered in a different Prospectus and SAI dated February [ ], 2024.

 

Traditional Funds (Class I)

 

Small/Mid Cap Growth (formerly known as Aggressive Growth Fund)

 

Additional information about the Fund's investments is available in the Fund's annual and semi-annual reports to shareholders. The annual report contains financial statements that are incorporated herein by reference fund.timothyplan.com. The Fund's Prospectus and copies of the annual and semi-annual reports may be obtained free of charge by contacting banks, brokers, dealers, insurance companies, investment advisers, financial consultants or advisers and other financial intermediaries that have entered into an agreement with the Fund's distributor to sell shares of the Fund (each called a "Service Agent"), by writing the Timothy Plan Trust, 1055 Maitland Center Commons, Maitland, FL 32751, by calling (800) 846-7526, by sending an e-mail request to investor@timothyplan.com or by visiting fund.timothyplan.com. Timothy Partners, Ltd. (the "Distributor") serves as the Fund's sole and exclusive distributor.

 

No person has been authorized to give any information or to make any representations not contained in the Prospectus or this SAI in connection with the offering made by the Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the Fund or the Distributor. The Prospectus and this SAI do not constitute an offering by the Fund or by the Distributor in any jurisdiction in which such an offering may not lawfully be made.

 

Fund History

 

The Trust was organized as a Delaware Statutory Trust (fka as a business trust) on December 16, 1993 and is a mutual fund company of the type known as, and registered with the Securities and Exchange Commission as, an open-end management investment company. It is authorized to create an unlimited number of series of shares (each a "Fund") and an unlimited number of share classes within each series. A mutual fund permits an investor to pool his or her assets with those of others in order to achieve economies of scale, take advantage of professional money managers and enjoy other advantages traditionally reserved for large investors.

 

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

 

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

GENERAL INFORMATION

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 3

 

Section 2 | Investments and Risks

 

Investment Strategies and Risks

 

Each Fund seeks to achieve its objectives by making investments selected in accordance with that Fund's investment restrictions and policies. Each Fund will follow its investment strategies as described in the applicable Prospectus to achieve its objectives. Each Fund's particular investment strategies and risks are described in the Prospectus, and those discussions are incorporated herein by reference. This SAI contains further information concerning the techniques and operations of the Funds, the securities in which they may invest, and the policies they will follow.

 

COMMON STOCK

 

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

 

PREFERRED STOCK

 

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

 

CONVERTIBLE SECURITIES

 

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

 

INVESTMENT GRADE BONDS

 

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

INVESTMENTS AND RISKS

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 4

 

REAL ESTATE INVESTMENT TRUSTS

 

Real Estate Investment Trusts ("REITs") are liquid, dividend-paying means of participating 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.

 

COMMODITY EXCHANGE TRADED FUNDS

 

Commodity Exchange Traded Funds (" Commodity ETFs") are very similar to a mutual fund but have very little management. A commodity ETF has a set plan for investment in a group of commodities that may be readjusted periodically by the Fund manager. Most commodity ETFs were created to mirror the returns of commodities by investing in the commodity futures markets. They purchase all buy-side futures contracts based on the amount of funds they receive from investors. Some commodity ETFs focus on commodity sectors and only buy futures contracts in that area – oil, agriculture or gold. Some focus on a more diversified basket of commodities. ETFs trade like stocks, can be purchased or sold at any time during market hours, and unlike futures contracts which are highly leveraged, ETFs cannot lose more than the initial investment.

 

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 government securities, 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 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 offer a low return. In addition, TIPS can lose value if interest rates rise.

 

HIGH YIELD BONDS

 

High Yield Bonds are publicly 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.

 

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 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 funds 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’.

INVESTMENTS AND RISKS

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 5

 

Fund Policies

 

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

 

Each of the Funds may not:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

INVESTMENTS AND RISKS

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 6

 

Portfolio Turnover

 

It is not the policy of any of the Funds to purchase or sell securities for short-term trading purposes, but the Funds may sell securities to recognize gains or avoid potential for loss. A Fund will, however, sell any portfolio security (without regard to the time it has been held) when the Investment Manager believes that market conditions, credit-worthiness factors or general economic conditions warrant such a step. The portfolio turnover rates for each Fund for the fiscal periods ended September 30, 2022 and 2023 are set forth in the table below.

 

Fund 2022 2023
Small/Mid Cap Growth 46% [    ]

 

High portfolio turnover rates (annual rates in excess of 100%) involve additional transaction costs (such as brokerage commissions) which are borne by the Funds and may result in adverse tax effects to Fund shareholders. (See "Dividends, Distributions and Taxes" in the Class A & C shares Prospectus.)

 

Disclosure of Portfolio Turnover

 

The following discussion sets forth the Trust's policies and procedures with respect to the disclosure of Fund portfolio holdings.

 

FUND SERVICE PROVIDERS

 

Fund service providers include the following: Fund Transfer and Accounting Agent, Fund Administrator, Independent Registered Public Accounting Firm, Compliance Consulting Firm, Principal Underwriter and Custodian. The Trust has entered into arrangements with certain third party service providers for services that require these groups to have access to each Fund's portfolio on a real time basis. For example, the Trust's fund accounting agent is responsible for maintaining the accounting records of each Fund, which includes maintaining a current record of the portfolio holdings of each Fund. The Trust also undergoes an annual audit which requires the Trust's independent registered public accounting firm to review each Fund's portfolio. In addition to the fund accounting agent, the Trust's custodian also maintains an up-to-date list of each Fund's portfolio holdings. The Trust's compliance consulting firm must also have access to each Fund's portfolio information in order to verify compliance with the Federal Securities laws. Each of these parties is contractually and/or ethically prohibited from sharing any Fund's portfolio 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 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 Trust may from time to time provide the entire portfolio holdings of each Fund to various rating and ranking organizations, such as Morningstar, Inc., Lipper, Inc., Standard & Poor's Ratings Group, Bloomberg L.P., and Thomson Financial Research. The Trust has obtained assurances 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, are willing to provide them with portfolio information. You should be aware that the Trust does not pay them or receive any compensation from them for providing this information.

 

DISCLOSURE TO OTHER PARTIES

 

The Trust is also required under law to file a listing of the portfolio holdings of each Fund with the Securities and Exchange Commission on a quarterly basis. The Trust prohibits the disclosure of portfolio information to any third party other than those described above prior to the day after the information is posted to a Fund's website or until such information has been posted on the SEC's Edgar System. The Trust further prohibits any person affiliated with the Trust from entering into any ongoing arrangement with any person other than those described above to receive portfolio holdings information relating to a Fund.

INVESTMENTS AND RISKS

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 7

 

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.

INVESTMENTS AND RISKS

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 8

 

Section 3 | Management of the Fund Investment

 

The Investment Advisor

 

TIMOTHY PARTNERS, LTD.

 

The Board has entered into an advisory agreement with Timothy Partners, Ltd. ("TPL"), the Advisor for the provision of investment advisory services on behalf of the Trust to each Fund (collectively referred to as the "Advisory Agreement"), subject to the supervision and direction of the Board. The latest continuance of the Advisory Agreement with TPL 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 17, 2023. More complete factors considered by the Board in renewing the investment advisory agreement are available in the Trust's semi-annual report dated March 31, 2023.

 

The Advisory Agreement may be renewed after its initial two year term only so long as such renewal and continuance are specifically approved at least annually by the Board 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 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 Advisory Agreement will terminate automatically in the event of its assignment.

 

INVESTMENT ADVISORY FEES

 

The following table sets forth the investment advisory fees paid to TPL for the fiscal years ended September 30, 2021, 2022 and 2023:

 

Fund 2021 2022 2023
Small/Mid Cap Growth      
Fees Payable to TPL $389,531 $387,272 $[   ]
Amount (Reimbursed) Recouped by TPL ($45,827) ($45,561) $[   ]
       

TPL, with the prior approval of the Board and shareholders of the applicable Fund, may engage the services of other investment advisory firms ("Investment Managers") to provide portfolio management services to a Fund. The following section provides information relating to the Funds' current Investment Managers.

 

The Investment Manager

 

CHARTWELL INVESTMENT PARTNERS

 

Pursuant to an Investment Sub-Advisory Agreement between TPL, the Trust and Chartwell Investment Partners, ("Chartwell") dated January 1, 2008, Chartwell serves as Investment Manager to the Small/Mid Cap Growth Fund. As Investment Manager, Chartwell provides advice and assistance to TPL in the selection of appropriate investments for the Small/Mid Cap Growth Fund, subject to the supervision and direction of the Board. As compensation for its services, Chartwell receives from TPL an annual fee at a rate equal to 0.42% of the first $10 million in assets of the Fund; 0.40% of the next $5 million in assets; 0.35% of the next $10 million in assets; and 0.25% of assets over $25 million. As of September 30, 2023, Chartwell managed approximately $[ ] billion in client assets.

 

On February 17, 2023, the Board met to consider, among other matters, retaining Chartwell as Investment Manager for the Small/Mid Cap Growth Fund and after full consideration, renewed the Agreement for an additional year. A discussion of the Board's considerations in renewing the agreement are provided in the Trust's semi-annual report, dated March 31, 2023.

 

Small/Mid Cap Growth Fund

 

The following members of Chartwell make up the portfolio management team for the Small/Mid Cap Growth Fund:

 

Frank L. Sustersic, CFA, Senior Portfolio Manager. Mr. Sustersic earned a Bachelor of Science degree in Economics from The University of Pennsylvania and holds a Chartered Financial Analyst designation. From 2014 to February 2016, Mr. Sustersic worked as a Portfolio Manager at Lazard Asset Management. Prior to that, he worked as a Portfolio Manager at Turner Investments from 1994 to March 2014. In addition, Mr. Sustersic worked as a Portfolio Manager at First Fidelity Bank Corporation from 1989 to April 1994. Mr. Sustersic is a member of the CFA Institute and the CFA Society of Philadelphia. Mr. Sustersic participates in the investment decision process during meetings in which the team determines the allocation of securities held in the portfolio. He has authority to direct trading activity on the Funds, and he is also responsible for representing the Funds to investors.

MANAGEMENT OF THE FUND INVESTMENT

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 9

 

Peter M. Schofield, CFA, is a Senior Portfolio Manager. Mr. Schofield earned a bachelor's degree in History from the University of Pennsylvania. He holds the Chartered Financial Analyst designation. From 2005 to 2010, he was Co-Chief Investment Officer at Knott Capital. From 1996 to 2005 he was a Portfolio Manager at Sovereign Asset Management. Prior to Sovereign Asset Management, he was a portfolio manager at Geewax, Terker & Company. Mr. Schofield is a member of the CFA Institute and the CFA Society of Philadelphia. Mr. Schofield serves as a Senior Portfolio Manager on Chartwell's Large Cap Value Investing Team.

 

Each team member has a number of other Chartwell professionals supporting their efforts. The members of the Chartwell investment teams average in excess of 20 years' experience in the investment field.

 

Other Information Relating to Chartwell

 

The following table presents information relating to the persons responsible for managing Fund assets, the number and types of other accounts managed by such persons, and how such persons are compensated for managing such accounts. The information is current as of September 30, 2023.

 

  Number of other accounts managed and assets by account type Number of accounts and Assets for Which Advisory Fee is Performance-Based
Name of Sub-Advisor and Portfolio Manager

Registered Investment Companies

($ Mil)

Other Pooled Investment Vehicles
($ Mil)

Other Accounts

($ Mil)

Registered Investment Companies

($ Mil)

Other Pooled Investment Vehicles
($ Mil)

Other Accounts

($ Mil)

Chartwell Investment Partners            
Peter M. Schofield [  ] N/A [  ] N/A N/A N/A
Frank L. Sustersic [  ] [  ] [  ] N/A N/A N/A

 

A portfolio manager's and analyst's base salary are determined by Chartwell's Compensation Committee and is reviewed at least annually. A portfolio manager's and analyst's experience, historical performance, and role in firm or product team management are the primary considerations in determining the base salary. Industry benchmarking is utilized by the Compensation Committee on an annual basis.

 

Annual bonuses are determined by the Compensation Committee based on a number of factors. The primary factor is a performance- based compensation schedule that is applied to all accounts managed by a portfolio manager within a particular investment product and is not specific to any one account. The bonus is calibrated based on the gross composite performance of such accounts versus the appropriate benchmark and peer group rankings. Portfolio construction, sector and security weighting, and performance are reviewed by the Compliance Committee and Compensation Committee to prevent a manager from taking undue risks. Additional factors used to determine the annual bonus include the portfolio manager's contribution as an analyst, product team management, and contribution to the strategic planning and development of the investment group as well as the firm. For employee retention purposes, if an individual employee's annual bonus exceeds $50,000 for a given year, an amount equal to 25% of the bonus is deferred and paid 3 years after the initial pay date.

 

Chartwell's investment teams participate in a revenue sharing plan and all employees participate in a 401(k) plan, which includes a matching contribution from Chartwell.

 

As of September 30, 2023 , the Portfolio Managers listed below held a beneficial interest in the following Timothy Plan Funds:

MANAGEMENT OF THE FUND INVESTMENT

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 10

 

Name of Person Dollar Range of Equity Securities in Each Fund Aggregate Dollar Range of Equity Securities in All Funds Held by Portfolio Manager
Peter M. Schofield [  ] [  ]
Frank L. Sustersic [  ] [  ]

 

Sub-Advisor Fees

 

The following table sets forth the fees paid to each Sub-Advisor by TPL for the fiscal years ended September 30, 2021, 2022 and 2023:

 

Investment Advisor Fund 2021 2022 2022
Chartwell Investment Partners        
  Small/Mid Cap Growth $148,978   $148,404   $[  ]

 

Officers & Trustees 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 & Address Position(s) Held with Trust Term of Office
& Length of Time Served
Number of portfolios in fund complex overseen by Trustee

Arthur D. Ally1

1055 Maitland Center Commons

Maitland, FL

Born: 1942

Trustee, Chairman, President, and Treasurer Indefinite; Trustee and President since 1994 19
Principal occupation
during THE past Five years
directorships held by trustee
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 & Address Position(s) Held with Trust Term of Office
& Length of Time Served
Number of portfolios in fund complex overseen by Trustee

Mathew D. Staver2

1055 Maitland Center Commons

Maitland, FL

Born: 1956

Trustee Indefinite; Trustee since 2000 19
Principal occupation
during THE past Five years
directorships held by trustee
An 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
         

MANAGEMENT OF THE FUND INVESTMENT

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 11

 

Name, age & Address Position(s) Held with Trust Term of Office
& Length of Time Served
Number of portfolios in fund complex overseen by Trustee

Patrice Tsague3

1055 Maitland Center Commons

Maitland, FL

Born: 1973

Trustee Indefinite; Trustee since 2011 19
Principal occupation
during THE past Five years
directorships held by trustee
President and Chief Servant Officer of the Nehemiah Project International Ministries Inc. since 1999. None
         

 

1.Mr. Ally is an “interested” Trustee, as defined in the 1940 Act, because of his positions with and financial interests in CFI and TPL.
2.Mr. Staver is an “interested” Trustee, as defined in the 1940 Act, because he has a limited partnership interest in TPL.
3.Mr. Tsague is an “interested” Trustee, as defined in the 1940 Act, because of a charitable relationship with TPL.

 

Independent Trustees

 

Name, age & Address Position(s) Held with Trust Term of Office
& Length of Time Served
Number of portfolios in fund complex overseen by Trustee

Dale A. Bissonette

1055 Maitland Center Commons

Maitland, FL

Born: 1958

Trustee Indefinite; Trustee since 2020 19
Principal occupation
during THE past Five years
directorships held by trustee
President, Good Place Holdings, a Christian Centered Business Holding Company. None
         

 

Name, age & Address Position(s) Held with Trust Term of Office
& Length of Time Served
Number of portfolios in fund complex overseen by Trustee

Kenneth Blackwell

1055 Maitland Center Commons

Maitland, FL

Born: 1948

Trustee Indefinite; Trustee from 2011 to 2020 and 2022 to present 19
Principal occupation
during THE past Five years
directorships held by trustee
Self-Employed Independent Public Policy Consultant; Other Directorships: Public Interest Legal Foundation; National Rifle Association; Columbia International University; International Foundation For Electoral Systems; Law Enforcement Legal Defense Fund; American Constitution Rights Union. None
         

 

Name, age & Address Position(s) Held with Trust Term of Office
& Length of Time Served
Number of portfolios in fund complex overseen by Trustee

Richard W. Copeland

1055 Maitland Center Commons

Maitland, FL

Born: 1947

Trustee Indefinite; Trustee since 2005 19
Principal occupation
during THE past Five years
directorships held by trustee
Retired. Associate Professor of Law Stetson University. Retired Principal of Copeland & Covert, Attorneys at Law, specializing in tax and estate planning. B.A. from Mississippi College, JD from the University of Florida and LLM Taxation from the University of Miami. None
         

MANAGEMENT OF THE FUND INVESTMENT

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 12

 

Name, age & Address Position(s) Held with Trust Term of Office
& Length of Time Served
Number of portfolios in fund complex overseen by Trustee

Deborah Honeycutt

1055 Maitland Center Commons

Maitland, FL

Born: 1947

Trustee Indefinite; Trustee since 2010 19
Principal occupation
during THE past Five years
directorships held by trustee
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 & Address Position(s) Held with Trust Term of Office
& Length of Time Served
Number of portfolios in fund complex overseen by Trustee

Bill Johnson

1055 Maitland Center Commons

Maitland, FL

Born: 1946

Trustee Indefinite; Trustee since 2005 19
Principal occupation
during THE past Five years
directorships held by trustee
President (and Founder) of the 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 Master of Religious Education from Grand Rapids Baptist Seminary. None
         

 

Name, age & Address Position(s) Held with Trust Term of Office
& Length of Time Served
Number of portfolios in fund complex overseen by Trustee

John C. Mulder

1055 Maitland Center Commons

Maitland, FL

Born: 1950

Trustee Indefinite; Trustee since 2005 19
Principal occupation
during THE past Five years
directorships held by trustee
President of WaterStone (FKA 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 the University of Chicago. None
         

 

Name, age & Address Position(s) Held with Trust Term of Office
& Length of Time Served
Number of portfolios in fund complex overseen by Trustee

Scott Preissler, Ph.D.

1055 Maitland Center Commons

Maitland, FL

Born: 1960

Trustee Indefinite; Trustee since 2004 19
Principal occupation
during THE past Five years
directorships held by trustee
Scott Preissler, Ph.D., is the Executive Director of Friendship Christian School in Suwanee, Georgia and 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
         

MANAGEMENT OF THE FUND INVESTMENT

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 13

 

Name, age & Address Position(s) Held with Trust Term of Office
& Length of Time Served
Number of portfolios in fund complex overseen by Trustee

[Pastor] Abraham M. Rivera

1055 Maitland Center Commons

Maitland, FL

Born: 1969

Trustee Indefinite; Trustee since 2020 19
Principal occupation
during THE past Five years
directorships held by trustee
Pastor / President / Director, for La Puerta Life Center, Inc., a Florida corporation. 1
         

MANAGEMENT OF THE FUND INVESTMENT

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 14

 

Name, age & Address Position(s) Held with Trust Term of Office
& Length of Time Served
Number of portfolios in fund complex overseen by Trustee

Alan M. Ross

1055 Maitland Center Commons

Maitland, FL

Born: 1951

Trustee, Vice Chairman Indefinite; Trustee since 2004 19
Principal occupation
during THE past Five years
directorships held by trustee
Founder and CEO Kingdom Companies founded in 2000. Previously he served as President and CEO of Fellowship of Companies for Christ. Alan is currently the President of the Electric Power Reliability Alliance (EPRA), a nonprofit serving industrial, commercial and grid-edge electrical reliability practitioners. None
         

 

PRINCIPAL EXECUTIVE OFFICERS

 

Name, age & Address Position(s) Held with Trust Term of Office
& Length of Time Served
Number of portfolios in fund complex overseen by Trustee

Terry Covert

1055 Maitland Center Commons

Maitland, FL

Born: 1947

Executive Officer, Vice President Officer since 2019 Indefinite Term N/A
Principal occupation
during THE past Five years
directorships held by trustee
Chief Compliance Officer and General Counsel for the Advisor, Timothy Partners, Ltd; Partner, Copeland Covert & Smith PLLC, law firm. N/A
         

 

Name, age & Address Position(s) Held with Trust Term of Office
& Length of Time Served
Number of portfolios in fund complex overseen by Trustee

Cheryl Mumbert

1055 Maitland Center Commons

Maitland, FL

Born: 1970

Executive Officer, Vice President Officer since 2019 Indefinite Term N/A
Principal occupation
during THE past Five years
directorships held by trustee
Chief Marketing Officer for Advisor, Timothy Partners, Ltd. N/A
         

 

Name, age & Address Position(s) Held with Trust Term of Office
& Length of Time Served
Number of portfolios in fund complex overseen by Trustee

David D. Jones

1055 Maitland Center Commons

Maitland, FL

Born: 1957

Chief Compliance Officer Since 2004, Indefinite Term N/A
Principal occupation
during THE past Five years
directorships held by trustee
Co-founder and Managing Member, Drake Compliance, LLC (compliance consulting); founder and controlling shareholder, David Jones & Associates (law firm), 1998 to 2015. N/A
         

MANAGEMENT OF THE FUND INVESTMENT

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 15

 

Name, age & Address Position(s) Held with Trust Term of Office
& Length of Time Served
Number of portfolios in fund complex overseen by Trustee

David James

225 Pictoria Drive

Cincinnati, Ohio 45246

Born: 1970

Secretary Secretary since 2023, Assistant Secretary 2022- 2023, Indefinite Term N/A
Principal occupation
during THE past Five years
directorships held by trustee
As Executive Vice President, Chief Legal and Risk Officer at Ultimus Fund Solutions, since 2018; Department Head of State Street Bank and Trust Company’s Fund Administration Legal Department -2003-2018. N/A
         

 

Name, age & Address Position(s) Held with Trust Term of Office
& Length of Time Served
Number of portfolios in fund complex overseen by Trustee

Brittany Weise

225 Pictoria Drive

Cincinnati, Ohio 45246

Born: 1990

Assistant Secretary Assistant Secretary since 2023, Indefinite Term N/A
Principal occupation
during THE past Five years
directorships held by trustee

Associate Counsel – Ultimus Fund Solutions 2022- Pres.

 

Attorney – Morgan & Morgan P.A. (formerly Mitcheson & Lee, LLP) 2019 – 2022, Fund Officer – State Street Bank and Trust Company, 2018-2019

N/A
Name, age & Address Position(s) Held with Trust Term of Office
& Length of Time Served
Number of portfolios in fund complex overseen by Trustee

Deryk Jones

4221 North 203rd St. Suite 100

Elkhorn, NE 68022

Born: 1988

AML Officer AML Officer since 2022, Indefinite Term N/A
  Principal occupation
during THE past Five years
directorships held by trustee
  Compliance Analyst since March 2018 N/A
         

 

Name, age & Address Position(s) Held with Trust Term of Office
& Length of Time Served
Number of portfolios in fund complex overseen by Trustee

Joseph E. Boatwright

1055 Maitland Center Commons

Maitland, FL

Born: 1930

Trustee Emeritus Trustee and Secretary 1995-2022, Trustee Emeritus as of 2020, Term Indefinate. N/A
Principal occupation
during THE past Five years
directorships held by trustee
Retired Minister. Currently serves as a consultant to the Greater Orlando Baptist Association. Served as Senior Pastor to Aloma Baptist Church from 1970-1996. N/A
         

MANAGEMENT OF THE FUND INVESTMENT

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 16

 

ADDITIONAL INFORMATION ABOUT THE TRUSTEES

 

Each Trustee's experience, qualifications, attributes, or skills, both on an individual and combined basis with those of the other Trustees, lead the Board of Trustees to conclude that they are qualified to serve on the Board. The Board of Trustees believes that the Trustees' ability to review critically, evaluate, question and discuss the 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 also considers the contributions each Trustee can make to the Board and the Trust a valuable asset.

 

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 to each Trustee:

 

Arthur Ally served as a financial professional for nearly twenty years before 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.

 

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

 

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

 

Kenneth Blackwell brings his vast experience and unique perspective gained as the former mayor of Cincinnati, Ohio, and also served as former Secretary of State for Ohio. Mr. Blackwell was an overseas ambassador, author, and celebrated business entrepreneur.

 

Richard Copeland is a retired Associate Professor from 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 the University of Florida, and LLM Taxation from the 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 and brings extensive business experience, as well as experience in the health care sector, to the Board.

 

Bill Johnson has served in ministry by being on the front lines in the fight against pornography. Mr. Johnson brings a keen knowledge of the various forms of pornography and 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 and the skills he has acquired in managing a national organization.

 

Scott Preissler, Ph.D., is the Executive Director of Friendship Christian School in Suwanee, Georgia. Dr. Preissler was a primary founder and 1st Executive Director of The National Center for Stewardship & Generosity. He was formerly a graduate school-chaired professor and past President and CEO of The Christian Stewardship Association (CSA). He served in steward leadership roles at the Southern Baptist state headquarters in Texas and Georgia. Dr. Preissler brings extensive organizational and nonprofit executive leadership/management experience to the Board.

 

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. He 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.

 

Alan Ross is an entrepreneur specializing in corporate turn-around ventures and currently serves as the president of the Electric Power Reliability Alliance (EPRA). Mr. Ross offers the Board the wealth of knowledge he has gained in his experiences as a manager/owner of numerous companies.

 

References to the experience, qualifications, attributes, or skills of the Trustees are pursuant to the requirements of the Securities and Exchange Commission. They do not indicate that the Board or any Trustee has special expertise or experience, and shall not impose any greater responsibility or liability on such Trustee or 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 three 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 and chair meetings of the Independent Trustees. Generally, Mr. Ross serves as a liaison between the Independent Trustees and the Trust's management between Board meetings.

MANAGEMENT OF THE FUND INVESTMENT

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 17

 

The Board has two standing committees: the Audit Committee and the Pricing Committee. Independent Trustees chair both committees and consist of Messrs. Bissonette, Ross, Mulder, Preissler, and Copeland, with Mr. Bissonette 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 annually 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 several risks, such as investment, credit, valuation, operational, legal, compliance, and regulatory risks. 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 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.

 

The Board recognizes that it is impossible to identify all 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 at its discretion, change how it conducts its risk oversight role.

MANAGEMENT OF THE FUND INVESTMENT

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 18

 

Trustee Ownership

 

Name of Director(1) Fund 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 $[  ]  
  Large/Mid Cap Value $[  ]  
  Small/Mid Cap Growth $[  ]  
  Large/Mid Growth $[  ]  
  International $[  ]  
  Defensive Strategies $[  ]  
  Israel Common Values $[  ]  
  Growth and Income $[  ]  
      $[  ]
Mathew D. Staver Small Cap Value $[  ]  
  Large Mid/Cap Value $[  ]  
  Small/Mid Cap Growth $[  ]  
  High Dividend Stock ETF $[  ]  
  Large/Mid Cap Core ETF $[  ]  
  Defensive Strategies $[  ]  
  Israel Common Values $[  ]  
  Small Cap Core ETF $[  ]  
  Conservative Growth Variable $[  ]  
      $[  ]
Patrice Tsague Strategic Growth $[  ]  
  International $[  ]  
  Large Mid Cap Value $[  ]  
      $[  ]
Independent Trustees      
Dale A. Bissonette None    
Kenneth Blackwell None    
Richard W. Copeland Large Mid/Growth $[  ]  
  Large/Mid Cap Value $[  ]  
      $[  ]

MANAGEMENT OF THE FUND INVESTMENT

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 19

 

Name of Director(1) Fund 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
Deborah T. Honeycutt None $[  ]  
Bill Johnson None $[  ]  
John C. Mulder Defensive Strategies $[  ]  
  International $[  ]  
  Large/Mid Cap Value $[  ]  
      $[  ]
Scott Preissler, Ph.D. None    
Pastor Abraham M. Rivera None    
Alan M. Ross Conservative Growth $[  ]  
  Growth & Income $[  ]  
  Defensive Strategies $[  ]  
  Small Cap $[  ]  
  Large/Mid Cap Value $[  ]  
  Large/Mid Growth $[  ]  
      $[  ]

 

(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 September 30, 2023, 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
Patrice Tsague $0 $0 $0 $0
Independent Trustees        
Dale A. Bissonette $5,700 $0 $0 $5,700
Kenneth Blackwell $5,700 $0 $0 $5,700

MANAGEMENT OF THE FUND INVESTMENT

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 20

 

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

Richard W. Copeland $5,700 $0 $0 $5,700
Deborah Honeycutt $5,700 $0 $0 $5,700
William Johnson $5,700 $0 $0 $5,700
John C. Mulder $4,500 $0 $0 $4,500
Scott Preissler, Ph.D. $5,700 $0 $0 $5,700
Abraham M. Rivera $5,700 $0 $0 $5,700
Alan M. Ross $4,500 $0 $0 $4,500

MANAGEMENT OF THE FUND INVESTMENT

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 21

 

Code of Ethics

 

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

 

Proxy Voting Policies

 

The Board of the Trust has approved proxy voting procedures for the Trust. These procedures set forth guidelines and procedures for the voting of proxies relating to securities held by the 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 website (www.sec.gov). Copies of the procedures can be obtained, after paying a duplicating fee, by electronic request (publicinvest@sec.gov) or by writing to 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 800-662-0201. A summary of the Trust's Proxy Voting Procedures is also attached to this SAI as Appendix A.

MANAGEMENT OF THE FUND INVESTMENT

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 22

 

Section 4 | Control Persons and Principal Holders of Securities

 

Ownership

 

Control Person. 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 a Fund.

 

Principal Shareholders | As of 12/31/2023

 

A principal shareholder is any person who owns (either of record or beneficially) 5% or more of the outstanding shares of any class of a Fund. As of December 31, 2023, the following persons were the record owners (or to the knowledge of the Trust, beneficial owners) of 5% or more of the outstanding shares of a class of the Funds. The Trust, to the best of its knowledge, believes that most of the shares referred to below were held by the persons indicated in accounts for their fiduciary, agency or custodial customers.

 

Name of shareholder and address Fund Fund
Class
% of share class owned
[                    ] Small/Mid Cap Growth I [  ]%
[                    ] Small/Mid Cap Growth I [  ]%
[                    ] Small/Mid Cap Growth I [  ]%
[                    ] Small/Mid Cap Growth I [  ]%
[                    ] Small/Mid Cap Growth I [  ]%

 

Management Ownership

 

As of December 31, 2023, the Trustees and Officers, as a group, owned less than [ ]% of each class of each Fund.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 23

 

Section 5 | Other Service Providers

 

Principal Underwriter

 

TIMOTHY PARTNERS, LTD.

 

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

 

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

 

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

 

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

 

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

 

Arthur D. Ally is President, Chairman and Trustee of the Trust. Mr. Ally is also President of Timothy Partners, Ltd. Mr. Ally had nearly twenty years of experience in the investment industry prior to becoming president of Timothy Plan, having worked for Prudential Bache, Shearson Lehman Brothers and Investment Management & Research. Neither Mr. Ally nor any affiliated person of the Trust will receive any benefit from transactions with any prior employers.

 

Transfer/Fund Accounting Agent/Administrator

 

Ultimus fund solutions, LLC

 

Ultimus Fund Solutions, LLC,(1) 4221 N. 203rd St, Suite 100, Elkhorn, NE 68022 serves as transfer agent, fund accounting agent and administrator to the Trust pursuant to a written agreement dated April 18, 2011, as amended. 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. Gemini Fund Services, LLC 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 Fund Services, LLC receives compensation from BlackRock Advisors, LLC for the provision of said Shareholder Services.

 

For the fiscal periods ended September 30, 2021, 2022 and 2023, the Funds paid the following fees for transfer agency, fund accounting and administration to Gemini Fund Services LLC.

 

Service 2021 2022 2023
Administration Fees $2,509,176 $2,559,982 $[   ]

 

(1)Ultimus Fund Solutions, LLC and Gemini Fund Services, LLC are indirectly owned through a common parent entity, The Ultimus Group, LLC. Gemini Fund Services, LLC has filed a D.B.A. to operate as Ultimus Fund Solutions, LLC.

 

Independent Registered Public Accounting Firm

 

[   ]

 

The firm of [    ], has been selected as the independent registered public accounting firm for the Funds for the fiscal year ending September 30, 2024.[ ] performs an annual audit of the Funds' financial statements and provides financial, tax, and accounting consulting services as requested.

OTHER SERVICE PROVIDERS

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 24

 

Custodian

 

US BANK

 

US Bank, 425 Walnut Street, Cincinnati, Ohio 45202, is custodian of the Funds' investments. The custodian acts as the Funds' depository, safe-keeps its portfolio securities, collects all income and other payments with respect thereto, disburses funds at the Funds' request and maintains records in connection with its duties. For its custodial services the bank receives, in addition to certain per transaction fees, the greater of $225 per month per fund or (annualized) 1.20 basis points (.00012) for the first $75 million in assets, 1.0 basis point (.00010) on the next $100 million in assets, and 0.75 basis point (.000075) on all amounts over $175 million in assets.

 

Sub Custodian

 

Brinks Global Services U.S.A. Inc.

 

Brinks Global Services U.S.A. Inc., 184-45 147th Avenue, Springfield Gardens N.Y., provides custody services for the Defensive Funds' precious metals investments. The sub custodian acts as the Funds' precious metals depository, and maintains deposit and withdrawal records in connection with its other duties.

OTHER SERVICE PROVIDERS

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 25

 

Section 6 | Brokerage Allocation

 

Brokerage Transactions

 

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

 

TPL, through the investment managers, is responsible for making the Funds' portfolio decisions subject to instructions described in the applicable Prospectus. 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.

 

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

 

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

 

Commissions

 

The chart below shows the brokerage fees and commissions paid by the Funds for the fiscal years ending September 30, 2021, 2022 and 2023.

 

Fund 2021 2022 2023
Small/Mid Cap Growth N/A N/A $[    ]
       

BROKERAGE ALLOCATION

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 26

 

Section 7 | Brokerage Purchase, Redemption, and Pricing of Shares

 

Purchase of Shares

 

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

 

TAX-DEFERRED RETIREMENT PLANS

 

Shares of the Timothy Plan Funds are available to all types of tax-deferred retirement plans such as individual retirement accounts ("IRAs"), employer-sponsored defined contribution plans (including 401(k) plans) and tax-sheltered custodial accounts described in Section 403(b) of the Internal Revenue Code. Qualified investors benefit from the tax-free compounding of income dividends and capital gains distributions. The Timothy Plan Funds sponsor IRAs. Subject to certain income restrictions, individuals, who are active participants in an employer maintained retirement plan, are eligible to contribute on a deductible basis to an IRA account. All individuals who have earned income may make nondeductible IRA contributions to the extent that they are not eligible for a deductible contribution. Income earned by an IRA account will continue to be tax deferred.

 

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

 

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

 

The Timothy Plan Funds may be utilized as investment vehicles for employer sponsored and administered 403(b) retirement plans, by schools, hospitals, and certain other tax-exempt organizations or associations. 403(b) contributions, to the extent they satisfy the Plan Document requirements and do not exceed applicable limitations, are excludable from the gross income of the employee for federal income tax purposes.

 

The Timothy Plan Funds also offer Roth IRAs. While contributions to a Roth IRA are not currently deductible, the amounts within the accounts accumulate tax-free and qualified distributions will not be included in a shareholder's taxable income. The contribution limit for 2024 is up to $7,000 total between a Roth and traditional IRA. Certain catch-up provisions for individuals ages 50 and over as well as income phase-outs apply. You should contact your accountant or other financial professional for more information.

 

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

 

All the foregoing retirement plan options require special plan documents. Please call the Timothy Plan at (800) 846-7526 to obtain information regarding the establishment of retirement plan accounts. In the case of IRAs and 403(b) Plans, Constellation Trust acts as the plan custodian. The Fund custodian, Constellation Trust, charges $10.00 per social security number and account type in connection with plan establishment and maintenance, of which $5.00 is remitted to the Fund underwriter, Timothy Partners, Ltd. These IRA fees are detailed in the plan documents; you should consult your employer's plan document for details of the expenses incurred by 403(b) accounts. You should consult with your attorney or other tax advisor for specific advice prior to establishing a plan.

 

DEALER TRANSACTION FEES

 

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

 

Redemption of Shares

 

The redemption price will be based upon the NAV per share 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 NAV per Class t the time of redemption. Shares of the Timothy Plan Funds may be redeemed through certain brokers, financial institutions or service organizations, banks and bank trust departments, who may charge a transaction fee or other fee for their services at the time of redemption. Such fees would not otherwise be charged if the shares were purchased directly from the Timothy Plan Funds.

BROKERAGE PURCHASE, REDEMPTION, AND PRICING OF SHARES

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 27

 

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

 

Pursuant to the Trust's Agreement and Declaration of Trust, payment for shares redeemed may be made either in cash or in-kind, or partly in cash and partly in-kind. However, the Trust has elected, pursuant to Rule 18f-1 under the 1940 Act, to redeem its shares solely in cash up to the lesser of $250,000 or 1% of the NAV of the Fund, 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 Fund. Any portfolio securities paid or distributed in-kind would be valued as described under "Other Purchase Information" in the applicable Prospectus. In the event that an in-kind distribution is made, a shareholder may incur additional expenses, such as the payment of brokerage commissions, on the sale or other disposition of the securities received from the Funds.

 

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

 

Net Asset Value

 

The NAV and public offering price of each class of the shares of a Fund is determined at the close of trading (which is normally 4:00 p.m., Eastern Time) on each day the New York Stock Exchange ("NYSE") is open for business. If the NYSE closes early, the NAV will be determined as of the time of closing. Shares of each Class of the Funds are offered at the public offering price for each Class. The public offering price is each Class's next calculated NAV plus the applicable sales charge, if any. The NAV per share of each Class is calculated by adding the value of each Fund's investments, cash and other assets, subtracting liabilities of the Class, and then dividing the result by the number of shares of the Class outstanding. Each Fund generally determines the total value of each Class of its shares by using market prices for the securities comprising its portfolio. Securities for which quotations are not available and any other assets are valued at fair market value as determined in good faith by the Fund's Investment Manager, in conformity with guidelines adopted by and subject to the review and supervision of the Board.

 

Fair Value Pricing

 

The Board has delegated to the Advisor and/or Investment Managers, under the oversight of the Board of Trustees 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 will use its best efforts to arrive at the fair value of a security held by the Fund under all reasonably ascertainable facts and circumstances. The Advisor must prepare a report for the Board not less than quarterly containing a complete listing of any securities for which fair value pricing was employed and detailing the specific reasons for such fair value pricing. The Trust has adopted written policies and procedures to guide the Pricing Committee, Advisor and Investment Managers with respect to the circumstances under which, and the methods to be used, in fair valuing securities.

 

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

 

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

BROKERAGE PURCHASE, REDEMPTION, AND PRICING OF SHARES

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 28

 

When a security is Evaluated Priced, it means the Advisor and Investment Manager are relying on a nationally recognized company that provides daily pricing of international and domestic securities. Accordingly, there is the possibility that the pricing firm's calculations or pricing techniques could be wrong, and as a result the Fund's NAV on that day could be higher or lower, depending on how the security was valued, than would otherwise be the case.

BROKERAGE PURCHASE, REDEMPTION, AND PRICING OF SHARES

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 29

 

Section 8 | Taxation of the Fund

 

Taxation

 

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

 

In order to so qualify, a Fund must, among other things, (i) derive at least 90% of its gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale of securities or foreign currencies, or other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies; (ii) distribute at least 98.2% of its dividends, interest and certain other taxable income each year; and (iii) at the end of each fiscal quarter maintain at least 50% of the value of its total assets in cash, government securities, securities of other regulated investment companies, and other securities of issuers which represent, with respect to each issuer, no more than 5% of the value of a Fund's total assets and 10% of the outstanding voting securities of such issuer, and with no more than 25% of its assets invested in the securities (other than those of the government or other regulated investment companies) of any one issuer or of two or more issuers which a Fund controls and which are engaged in the same, similar or related trades and businesses.

 

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

 

An excise tax at the rate of 4% will be imposed on the excess, if any, of each Fund's "required distributions" over actual distributions in any calendar year. Generally, the "required distribution" is 98% of a Fund's ordinary income for the calendar year plus 98.2% of its capital gain net income recognized during the one-year period ending on October 31 plus undistributed amounts from prior years. Each Fund intends to make distributions sufficient to avoid imposition of the excise tax. Distributions declared by a Fund during October, November or December to shareholders of record during such month and paid by January 31 of the following year will be taxable to shareholders in the calendar year in which they are declared, rather than the calendar year in which they are received.

 

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

 

Shareholders will be subject to federal income taxes on distributions made by a Fund whether received in cash or additional shares of the Fund. Distributions of net investment income and net short-term capital gains, if any, will be taxable to shareholders as ordinary income. Distributions of net long-term capital gains, if any, will be taxable to shareholders as long-term capital gains, without regard to how long a shareholder has held shares of the Fund. A loss on the sale of shares held for six months or less will be treated as a long-term capital loss to the extent of any long-term capital gain dividend paid to the shareholder with respect to such shares. A redemption of a Fund's shares will result in a taxable gain or loss to the redeeming shareholder, depending on whether the redemption proceeds are more or less than the shareholder's adjusted basis for the redeemed shares. An exchange of shares of any Fund for shares of another Fund generally will have similar tax consequences. In addition, if shares of a Fund are purchased (whether pursuant to the reinstatement privilege or otherwise) within 30 days before or after redeeming other shares of that Fund (regardless of class) at a loss, all or a portion of that loss will not be deductible and will increase the basis of the newly purchased shares. Dividends eligible for designation under the dividends received deduction and paid by a Fund may qualify in part for the 70% dividends received deduction for corporations provided, however, that those shares have been held for at least 45 days.

 

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

 

Fund distributions received by your qualified retirement plan, such as a 401(k) plan or IRA, are generally tax-deferred; this means that you are not required to report Fund distributions on your income tax return when paid to your plan, but, rather, when your plan makes payments to you or your beneficiary. Special rules apply to payouts from Roth and Education IRAs.

 

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

 

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

 

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

TAXATION OF THE FUND

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 30

 

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

 

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

TAXATION OF THE FUND

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 31

 

Section 9 | Calculation of Performance Data

 

Performance

 

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

 

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

 

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

 

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 NAV 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.

 

COMMISSION FORMULA:

P(1+T)n = ERV

WHERE:

 

P

 

 

=

 

 

a hypothetical initial payment of $1,000.

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

CALCULATION OF PERFORMANCE DATA

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 32

 

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
Formula:
WHERE:  
P(1+T)n = ATVD P = a hypothetical initial payment of $1,000.

 

After Taxes on Distributions and Redemptions Formula:

T = average annual return (after taxes on distributions or after taxes on distributions and redemptions as applicable,
  n = number of years.
P(1+T)n—ATVDR 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.

 

Information on the calculations of the funds is available in the Performance section of the Prospectus.

 

YIELD QUOTATION

 

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

 

Yield Quotation Formula:

Yield = 2[(a-b/cd+1)6 – 1]

WHERE:

 

a

 

 

=

 

 

dividends and interest earned during the period

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

 

Solely for the purpose of computing yield, dividend income 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.

 

Information on the calculations of the funds is available in the Performance section of the Prospectus.

CALCULATION OF PERFORMANCE DATA

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 33

 

Section 10 | Financial Statements

 

The Trust's financial statements, including the notes thereto, dated September 30,2023, which have been audited by [ ] Independent Registered Public Accounting Firm, are incorporated by reference from the Timothy Plan's September 30, 2023, Annual Report to Shareholders.

FINANCIAL STATEMENTS

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 34

 

Appendix A | Proxy Voting Policy

 

Preface

 

Timothy Partners, Ltd. ("Advisor") is registered with the 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 Funds, Advisor is responsible for voting all proxies related to securities held in the Funds' investment portfolios. Because the Funds' Sub-Advisors, under the close scrutiny of the Advisor, perform economic and management analyses of the companies in which the Funds are invested, Advisor looks to the Funds' 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 Funds' shareholders. Sub-Advisors, and Advisor, consistent with their duty of care, will monitor corporate actions for those issuers whose securities are called upon to vote. Consistent with its duty of loyalty, Advisor will, in all cases, vote, or cause Sub-Advisors to vote, to promote the Funds' shareholders' best interests. In determining how to vote proxies, Advisor and Sub-Advisors shall initially review each Proxy subject to perform an analysis of the impact each issue may have pursuant to the moral considerations set forth in the Prospectus, and shall vote in a manner not inconsistent with those moral considerations. Further, Advisor and Sub-Advisors will not subordinate the economic interest of the Funds' shareholders to their own interests or to that of any other entity or interested party.

 

Key Proxy Voting Issues

 

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

 

Board of Trustees

 

Electing directors is one of the most important rights of stock ownership that company shareholders can exercise. Advisor believes that company directors should act in the long-term 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 director nominees that have expressed and/or demonstrated a commitment to the interest of the company's shareholders. Advisor will consider the following factors in deciding how to vote proxies relating to director elections:

 

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

 

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

 

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

 

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

 

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

 

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

APPENDIX A

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 35

 

Corporate Governance

 

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

 

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

 

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

 

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

 

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

 

i.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 directors who are not affiliated with or compensated by the Company, except for directors' fees. In reliance on the audit committee's recommendation, Advisor generally will vote to ratify the employment or retention of a Company's independent auditors unless Advisor is aware that the auditor is not independent or that the auditor has, in the past, rendered an opinion that was neither accurate nor indicative of the Company's financial position.

 

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.

 

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:

 

i.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;

 

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

 

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

 

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

 

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

APPENDIX A

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 36

 

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

 

The Proxy Voting Officer

 

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

 

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

 

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

 

Conflict of Interest Transactions

 

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

 

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

 

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

 

an Advisory Entity has a personal or business relationship with a candidate for directorship; or

 

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

 

In all such cases, the materials submitted to the Board shall include the name of the affiliated party whose interests in the transaction are believed to be contrary to the interests of the Funds, a brief description of the conflict, and any other information in the Proxy Voting Officer's possession that would 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.

 

Report to the Board of Trustees

 

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

 

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

APPENDIX A

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 37

 

Record Keeping

 

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

 

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

 

a reconciliation of the proxy solicitations received and number of shares held by the Fund in the company;

 

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

 

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

 

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

 

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

 

copies of all votes cast;

 

copies of all quarterly summaries presented to the Board; and

 

copies of all shareholder requests for the Fund's proxy voting record and responses thereto.

 

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

 

Summary

 

Timothy Partners, Ltd. (the "Advisor") is registered with the 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 Funds, the Advisor is responsible for voting all proxies related to securities held in their investment portfolios. With the approval of the Board of Trustees of the Trust (the "Board"), the Advisor has delegated day-to-day money management responsibilities for certain of the Funds to Sub-Advisors. Because a Fund's Sub-Advisor, under the close scrutiny of the Advisor, monitors and reviews the companies in which the Fund invests, the Advisor has delegated its authority to vote proxies to the Fund's Sub-Advisor. Each Sub-Advisor's proxy voting policies and procedures have been reviewed by the Advisor and the Board.

 

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

 

A copy of Advisor's Proxy Voting Policies and Procedures may be obtained by calling The Timothy Plan at 1-(800)-846-7526 or may be viewed on line at www.timothyplan.com. A copy also may be obtained from Fund documents filed with the SEC at its website www.sec.gov. A record of the actual proxy votes cast by each Fund also is available upon request made to The Timothy Plan either by phone or by contacting Timothy Plan on its website.

APPENDIX A

STATEMENT OF ADDITIONAL INFORMATION (CLASS I) / 38

 

 

1055 Maitland Center Commons
Maitland, Florida 32751
Online | (800) 846-7526
Website | timothyplan.com
Email | invest@timothyplan.com
Phone | (800) 846-7526

 

 

 

 

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 January 24, 2023, and incorporated herein by reference.
       
    (1.a) Registrant’s Form of Amendment Advisory Agreement with Timothy Partners, Ltd., for US Large/Mid Core Enhanced ETF and the Timothy Plan High Dividend Stock Enhanced ETF. Filed as an Exhibit to Registrant’s Post-Effective Amendment filed on January 24, 2023, and incorporated herein by reference.
       
    (1.b) Registrant’s Form of Amendment Advisory Agreement with Timothy Partners, Ltd., for the Market Neutral ETF Fund. Filed as an Exhibit to Registrant’s Post-Effective Amendment filed on January 24, 2023, and incorporated herein by reference.
       
    (2) Registrants Form 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) Registrants Form of Sub-Investment Advisory Agreement by and between Timothy Partners, Ltd. and Chartwell Investment Partners, on behalf of the Timothy Plan Large/Mid Cap Growth Fund, filed as Exhibit to Registrant’s Post Effective Annual Amendment on April 15, 2020, and incorporated herein by reference.
       
    (3) Registrants form 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) Registrants Form 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) Registrants Form 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) Registrants Form 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.

 

    (8.a) Copy of Amendment No. 1 to the Sub-Investment Advisory Agreement by and between Timothy Partners, Ltd. and Victory Capital Management, Inc, on behalf of the Timothy Plan US Large/Mid Cap Core Enhanced ETF and Timothy Plan US High Dividend Stock Enhanced ETF , filed as an Exhibit to Registrant’s Post-Effective Amendment filed on January 24, 2023, and incorporated herein by reference.

 

 

 

    (8.b) Form of Amendment No. 2 to the Sub-Investment Advisory Agreement by and between Timothy Partners, Ltd. and Victory Capital Management, Inc, on behalf of the Timothy Plan Market Neutral Income ETF, filed as an Exhibit to Registrant’s Post-Effective Amendment filed on January 30, 2023, and incorporated herein by reference.

 

    (9)

Copy of Registrants Contractual Advisory Fee Waiver by and between Timothy Partners, LTD and Timothy Plan Trust, filed with 485a filing on December 1, 2023., 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) Copy 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 ETF Funds, filed as an Exhibit to Registrant’s Post-Effective Amendment filed on January 24, 2023, 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.

 

 

 

    (2.a) Copy of Registrants Amendment No. 1 to Global Custodian Agreement and Agency Services Agreement with Citibank, N.A. for the Timothy Plan US Large/Mid Core Enhanced ETF and the Timothy Plan High Dividend Stock Enhanced ETF, filed as an Exhibit to Registrant’s Post-Effective Amendment on January 24, 2023, and incorporated herein by reference.

 

    (2.b) Form of Registrants Amendment No. 2 to Custodian Agreement with Citibank, N.A. for the Timothy Plan Timothy Plan Market Neutral ETF, filed as an Exhibit to Registrant’s Post-Effective Amendment on January 24, 2023, and incorporated herein by reference.

 

    (2.c)

Form of Registrants Amendment No. 3 to Custodian Agreement with Citibank, N.A. for the Timothy Plan Timothy ETF Funds, filed as an Exhibit to Registrant’s Post-Effective Amendment on January 24, 2023, and incorporated herein by reference.

 

    (3) Form of Registrants Brinks Precious Metals Storage Agreement for the Timothy Plan Funds, filed as an Exhibit to Registrant’s Post-Effective Amendment on January 24, 2023, and incorporated herein by reference.

 

  h. Other Material Contracts
       
    (1) Registrant’s form of 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) Registrant’s Form of 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) Registrant’s form of 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) Registrant’s Form of 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) Registrant’s form of 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.

 

    (2.a) Copy of Registrant’s Amendment No. 1 to Transfer Agent, Administrative and Fund Accounting Agreement with Citi Fund Services Ohio and Citibank, N.A ., for the Timothy Plan US Large/Mid Core Enhanced ETF and the Timothy Plan High Dividend Stock Enhanced ETF filed as an Exhibit to Registrant’s Post-Effective Amendment on January 24, 2023, and incorporated herein by reference.

 

    (2.b) Copy of Registrant’s Amendment No.2 to Transfer Agent, Administrative and Fund Accounting Agreement with Citi Fund Services Ohio and Citibank, N.A ., for the Timothy Plan ETF Funds filed as an Exhibit to Registrant’s Post-Effective Amendment on January 24, 2023, and incorporated herein by reference.
       

 

 

 

    (3) Form of Trustee Powers of Attorney executed November 18, 2022, filed as an Exhibit to Registrant’s Post Effective Annual Amendment on January 24, 2023, and incorporated herein by reference.
       
    (3.a) Form of Trustee Powers of Attorney executed November 28, 2022, and December 20, 2022, filed as an Exhibit to Registrant’s Post Effective Annual Amendment on January 24, 2023, and incorporated herein by reference.
     
  i. Opinion and Consent of Counsel – Opinion and Consent of Sullivan & Worchester, LLP., filed as an Exhibit to Registrant’s Post-Effective Amendment on May 1, 2023, and incorporated herein by reference.
     
  j. Other Opinions. Consent of Cohen & Company, Ltd. dated August 14, 2023
     
  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 Form of 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 Form of 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 Form of 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 Form of 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) Copy of 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) Copy of 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 form of Multiple Class Plan filed as an Exhibit to Registrant’s Post-Effective Amendment, on January 24, 2023, and incorporated herein by reference.
     
  o. Reserved
     
  p. Code of Ethics
       
    (1) Copy of Code of Ethics for the Timothy Plan and Timothy Partners Ltd., filed as an Exhibit to Registrant’s 485a filing on December 1, 2023, 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) Copy of Code of Ethics of Chartwell Investment Partners filed as an Exhibit to Registrant’s Post-Effective Amendment dated January 24, 2023, is hereby incorporated by reference.
       
    (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, is hereby incorporated by reference.

 

    (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, is hereby incorporated by reference.

 

 

 

    (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, is hereby incorporated by reference.

 

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.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933 (the “Securities Act”) and the Investment Company Act of 1940, the Registrant certifies that it has duly caused this Post-Effective Amendment to the Registrant’s 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 December 1, 2023.

 

  THE TIMOTHY PLAN  
       
  By: /s/ Arthur D. Ally  
  ARTHUR D. ALLY  
  Chairman, President and Treasurer  

 

Pursuant to the requirements of the Securities Act, this Amendment to the Registrant’s 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   Chairman, President, Treasurer & Trustee December 1, 2023
ARTHUR D. ALLY      
       
/s/ Mathew D. Staver*   Trustee December 1, 2023
MATHEW D. STAVER      
       
/s/ Deborah Honeycutt*   Trustee December 1, 2023
DEBORAH HONEYCUTT      
       
/s/ Dale Bissonette*   Trustee December 1, 2023
DALE BISSONETTE      
       
/s/ Scott Preissler*   Trustee December 1, 2023
SCOTT PREISSLER      
       
/s/ Alan M. Ross*   Trustee December 1, 2023
ALAN M. ROSS      
       
/s/ Richard W. Copeland*   Trustee December 1, 2023
RICHARD W. COPELAND      
       
/s/ Abraham M. Rivera*   Trustee December 1, 2023
ABRAHAM M. RIVERA      
       
/s/ William W. Johnson*   Trustee December 1, 2023
WILLAM W. JOHNSON      
       
/s/ John C. Mulder*   Trustee December 1, 2023
JOHN C. MULDER      
       
/s/ Patrice Tsague*   Trustee December 1, 2023
PATRICE TSAGUE      
      December 1, 2023
/s/ Kenneth Blackwell*   Trustee  
 KENNETH BLACKWELL      

 

*By: /s/ Arthur D. Ally  

 

By Arthur D. Ally, Attorney-in-Fact, pursuant to the powers of attorney incorporated herein by reference as filed with the SEC on December 1, 2023, with Post-Effective Amendment No. 119.

 

 

 

 

 

 

 

 

 

EX-99.28 2 fp0086049-2_ex9928d9.htm

ADVISORY FEE WAIVER AGREEMENT

 

This ADVISORY FEE WAIVER AGREEMENT (the “Agreement”) is dated as of November 17, 2023, by and between TIMOTHY PARTNERS, LTD., a Florida Limited Partnership (the “Advisor”), and TIMOTHY PLAN, a Delaware Business Trust (the “Trust”).

 

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

 

1.The Advisor shall waive a portion of its Advisory Fee under the Advisory Agreement with respect to certain Funds in the amounts and for the time period set forth in this Agreement. The Funds subject to such waivers, and the percentage of the fee being waived, are set forth on Schedule A of this Agreement.

2.With the exception of the Strategic Growth Fund and the Conservative Growth Fund, which are Funds of Funds, for the time period set forth herein, the Advisor shall waive its Advisory Fee on any portion of each Fund’s assets estimated to be attributable to investments in money market funds, other equity and fixed income mutual funds and exchange-traded funds.

3.This Agreement shall continue in effect until January 28, 2025. Upon termination of the Advisory Agreement with respect to the Fund, this Agreement shall automatically terminate.

4.This Agreement shall be construed in accordance with the laws of the State of Florida without giving effect to any choice or conflict of law provision or rule.

5.This Agreement may be amended by mutual consent of the parties hereto in writing. The Agreement may be terminated upon 90 days’ notice by a majority of the non-interested trustees of the Trust or the Advisor, as defined in the Investment Company Act of 1940, as amended, or by a vote of a majority of the outstanding voting securities of the applicable Fund.

 

[Signature page follows]

 
 

IN WITNESS WHEREOF, the parties have caused their respective duly authorized officers to execute this Agreement as of the date first above written.

 

TIMOTHY PARTNERS, LTD
By: COVENANT FUNDS, INC.
Managing General Partner

 

/s/ Arthur D. Ally 

 

By: /s/ Arthur D. Ally

 

 

Name: Arthur D. Ally

Title: Authorized Signatory

 

TIMOTHY PLAN

 

/s/ Arthur D. Ally 

 

By: /s/ Arthur D. Ally

 

 

Name: Arthur D. Ally
Title: President

 
 

SCHEDULE A

 

Contractual Contractual Advisory Fee
Name of Trust Series Advisory Fee Fee Waiver After Waiver
MUTUAL FUNDS      
Timothy Plan Small Cap Value Fund 0.85% 0.05% 0.80%
Timothy Plan Large/Mid Cap Value Fund 0.85% 0.05% 0.80%
Timothy Plan Aggressive Growth Fund 0.85% 0.10% 0.75%
Timothy Plan Large/Mid Cap Growth Fund 0.85% 0.05% 0.80%
Timothy Plan Growth and Income Fund 0.85% 0.15% 0.70%
Timothy Plan Fixed Income Fund 0.60% 0.20% 0.40%
Timothy Plan High Yield Bond Fund 0.60% 0.10% 0.50%
Timothy Plan International Fund 1.00% 0.05% 0.95%
Timothy Plan Israel Common Value Fund 1.00%   1.00%
Timothy Plan Defensive Strategies Fund 0.60% 0.05% 0.55%
Timothy Plan Strategic Growth Fund 0.15%   0.15%
Timothy Plan Conservative Growth Fund 0.15%   0.15%
       
ETFS      
Timothy Plan US Large/Mid Cap Core ETF 0.52%   0.52%
Timothy Plan US Large/Mid Cap Core Enhanced ETF 0.52%   0.52%
Timothy Plan Small Cap Core ETF 0.52%   0.52%
Timothy Plan High Dividend Stock ETF 0.52%   0.52%
Timothy Plan High Dividend Stock Enhanced ETF 0.52%   0.52%
Timothy Plan International ETF 0.62%   0.62%
Timothy Plan Market Neutral ETF 0.65%   0.65%
EX-99.28 3 fp0086049-2_ex9928p1.htm

TIMOTHY PARTNERS, LTD.
CODE OF ETHICS

 

November 2023

 

Timothy Partners, Ltd. (interchangeably “TPL” and the “Employer”) serves as the advisor and distributor of the Timothy Plan family of Biblically Responsible (BRI) Funds. TPL provides services exclusively to the Funds, and has no other clients. As a courtesy to the Funds, TPL provides Employees who are actively engaged as Agents (Customer Service Representatives) of the Funds with the responsibility to assist persons investing directly with the Fund.

 

To ensure the highest standards of integrity are maintained at all times, to avoid possible conflicts of interest in carrying out our responsibilities, and to avoid violating applicable securities laws, no Employee1 may use his or her position, or the knowledge gained from his or her position, in any manner that results in or has the appearance of resulting in a significant conflict between his or her personal interests and those of or the Funds or any Fund Investor.

 

How to Use This Code of Ethics

 

Each Employee must read all sections of this Code of Ethics (“Code”). Note what procedures and reporting are required of you. Please ask the Chief Compliance Officer about any aspect of this Code that may be unclear or how it applies to you.

 

Any reference to Chief Compliance Officer means “Chief Compliance Officer or delegate, or, in his or her absence, the President.”

 

Terms in boldface type have special meanings as used in this Code. To understand the Code, you need to read the definitions of these terms. Definitions are listed at the end of the Personal Securities Transactions Policy section. You are expected to return a written acknowledgment indicating receipt of this Code and any amendments to it. will provide each Employee with a copy of this Code, any amendments, and the Code acknowledgment form.

 

I.EXPECTATION OF COMPLIANCE WITH CODE OF ETHICS

 

TPL expects Employees to comply with the spirit of the Code, as well as the specific rules contained in the Code. TPL treats violations of this Code (including violations of the spirit of the Code) seriously. The U.S. Securities and Exchange Commission (the “SEC”) will also take violations of this Code seriously.

 

Improper personal securities trading activity can constitute a violation of this Code. You can also violate this Code by failing to file required reports, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts. Your conduct can violate this Code even if client accounts are not harmed by your conduct.

 

You are expected to follow compliance procedures as noted in this Code and to seek solutions to compliance issues that may arise from time to time. The Chief Compliance Officer’s unavailability to assist you in a compliance matter does not justify actions that may result in non-compliance with the Code.

 

 

1For the purposes of this Code of Ethics (with the exception of the Personal Securities Transactions Policy), the term employee shall mean “supervised person,” defined in the Securities and Exchange Act of 1940, as amended, as “any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and control of the investment adviser.”

UPDATED: 11/27/2023 5:24 PM

TIMOTHY PARTNERS, LTD., 1055 MAITLAND CENTER COMMONS, MAITLAND, FL 32751

CODE OF ETHICS / 1

 

II.NON-COMPLIANCE WITH CODE OF ETHICS

 

The consequences of non-compliance with any provision of the Code will be commensurate with the violation(s) and may include any one or more of the following:

 

Immediate disgorgement of any profits resulting from a personal securities transaction that was not pre-authorized with the proceeds being donated to charity,

 

A letter of warning to the Employee with a copy in their personnel file,

 

Temporary or permanent restriction or suspension of personal trading privileges,

 

Impact on the Employee’s compensation,

 

Demotion, suspension, or termination of employment.

 

I.EMPLOYEE CONDUCT

 

TPL strives to maintain the highest standards of ethical conduct in all its relationships and expects its Employees to uphold these standards. Employees must exercise good moral judgment at all times and no Employee shall do anything illegal in the performance of his or her job. Employees should avoid putting themselves in positions in which someone could question the propriety of their actions from a legal, moral and/or conflict of interest standpoint.

 

TPL requires Employees to comply with FINRA Rules and the Federal Securities Laws, many of which, although not inclusive, are incorporated into this Code and the Compliance Manual. All Employees must report any violations of the Code, the Compliance Manual, and/or the Federal Securities Laws promptly to the Chief Compliance Officer.

 

No Employee of TPL shall be permitted to:

 

Employ any device, scheme or artifice to defraud any Fund Investor or other person,

 

Make to any Fund Investor or prospective Investor any untrue statement of a material fact or to omit material facts in order to mislead the Party.

 

Engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon any Fund Investor, or

 

Engage in any manipulative practice with respect to any Fund Investor.

 

II.CONFLICTS OF INTEREST

 

An Employee must disclose any potential conflicts of interest to the Chief Compliance Officer or his/her manager (who will disclose the potential conflict to the Chief Compliance Officer) as soon as the Employee is aware of the potential conflict. If the Chief Compliance Officer determines that an actual or potential conflict exists, TPL may take whatever action appears appropriate according to the circumstances, up to and including termination in circumstances, for instance, when an Employee is believed to have deliberately concealed a conflict of interest.

 

While we cannot list all possible conflicts, the following are some areas in which Employees may face conflicts and some required procedures intended to deal with potential conflicts. Some of the procedures are required by law.

UPDATED: 11/27/2023 5:24 PM

TIMOTHY PARTNERS, LTD., 1055 MAITLAND CENTER COMMONS, MAITLAND, FL 32751

CODE OF ETHICS / 2

 

(A)Financial Disclosure

 

At the time of employment, each Employee must make full disclosure of all known investments and financial interests in corporations or other business entities that have any actual or potential business relationship with TPL (including any subcontractors or suppliers), or that are in competition with TPL. Similarly, relationships with consulting firms that render services to TPL should also be disclosed. This disclosure should also include investments, financial interests, and business relationships maintained by any immediate family member of the Employee.

 

Each Employee has an ongoing obligation to make any financial disclosures required by this provision to the Chief Compliance Officer.

 

(B)Use of TPL Business Relationships

 

It is not permissible for any Employee to take advantage of a business relationship established through TPL to elicit special consideration, extraordinary services, below-market pricing, etc. for a personal activity. In the event an Employee employs for their personal use subcontractors or suppliers that TPL uses, the Employee should make full disclosure to their manager. No Employee should seek discounts or other financial benefits from any person doing business with TPL by reason of such business; that is, Employees should not use firm affiliation to obtain concessions not otherwise available in exchange for any actual or implied commitment from TPL to do business with the concession grantor.

 

(C)Gifts and Entertainment

 

Receipt of Gifts. Employees should not accept anything of substantial value, including money, discounts, tips, tickets, referral fees, finder’s fees, or any other financial reward or favored personal treatment (collectively, “Gifts”) from a person doing business, or seeking to do business, with TPL, including vendors to the firm. Generally, Gifts with a substantial value are those with a face value or cost, whichever is greater, of $100, individually or in the aggregate, from any single person or entity during the calendar year.

 

In the event a Gift of substantial value is received from a person doing business, or seeking to do business, with TPL under circumstances where it is not feasible to return the item, the Employee should turn the Gift over to his or her manager for disposition or use as corporate property and report the Gift to the Chief Compliance Officer.

 

(1)Giving of Gifts.

 

TPL discourages Employees from giving Gifts, especially those of substantial value, to any persons who make decisions on behalf of investors, including consultants. At a minimum, any such Gifts may give rise to an appearance of improper conduct. Before giving any Gift of substantial value to any decision maker for a Fund investor an Employee must obtain the Chief Compliance Officer’s approval.

 

Managers and the Chief Compliance Officer monitor Employee gift giving through their review of Employees’ expense reports.

 

(2)Entertainment.

 

Employees may receive from, or provide entertainment to, a person doing business, or seeking to do business, with TPL provided that the entertainment is reasonable under the circumstances and not lavish. Entertainment is any event, activity, or meal whereby the person paying for the event, activity, or meal accompanies and participates with the person invited to the event, activity, or meal. If an Employee is not certain whether particular types or offers of entertainment are reasonable under the circumstances, he or she should ask the Chief Compliance Officer.

 

In the event lavish entertainment is offered to an Employee, the Employee should decline to receive or participate in that entertainment and report the offer to his or her manager and the Chief Compliance Officer.

UPDATED: 11/27/2023 5:24 PM

TIMOTHY PARTNERS, LTD., 1055 MAITLAND CENTER COMMONS, MAITLAND, FL 32751

CODE OF ETHICS / 3

 

(3)Gift and Entertainment Recordkeeping.

 

The Chief Compliance Officer will maintain records related to any Gifts or entertainment reported by Employees.

 

Exclusion. This Gifts and Entertainment Policy does not preclude an Employee from having a social relationship with a person doing business, or seeking to do business, with TPL that may involve the giving and receiving of Gifts and entertainment provided: the relationship is purely social and involves no expressed or implied business commitment, public disclosure would not embarrass TPL, and acceptance of the items of value does not violate any applicable law.

 

(D)Political Campaign Contributions

 

TPL, as a firm, does not make political campaign contributions. Employees may make campaign contributions but are strictly prohibited from making any campaign contributions to Fund retailers or advisors that may potentially pose a conflict of interest.

 

A contribution includes a gift, subscription, loan, advance, deposit of money, or anything of value made for the purpose of influencing an election for a federal, state or local office, including any payments for debts incurred in such an election. It also includes transition or inaugural expenses incurred by a successful candidate for state or local office.

 

Employees must pre-clear with the Chief Compliance Officer any contributions in excess of $150, per election, per candidate.

 

New Employees must provide the Chief Compliance Officer with information relating to any contributions made in excess of $150, per election, to an elected official or candidate for whom the individual is not entitled to vote (or $350, per election, to an elected official or candidate for whom the individual is entitled to vote) looking back six (6) months or two (2) years of becoming an Employee. The length of the look back will be based on the new Employee’s registration status within the firm.

 

Employees are encouraged to consult with the Chief Compliance Officer before making any political contributions.

 

Employees must promptly report to the Chief Compliance Officer any political contributions made that may potentially pose a conflict of interest.

 

(E)Outside Business Activities

 

It is mandatory for any Employee intending to conduct any business activity in addition to his/her responsibilities at TPL to report and receive written authorization to proceed with the anticipated business activity from the CCO prior to opening the business or applying for a formal business structure (LLC, Corp, etc) from the state. Failure to do so could result in sanctions including termination from employment.

UPDATED: 11/27/2023 5:24 PM

TIMOTHY PARTNERS, LTD., 1055 MAITLAND CENTER COMMONS, MAITLAND, FL 32751

CODE OF ETHICS / 4

 

Employees are encouraged to participate in civic or trade associations provided such participation does not pose a conflict of interest with the Employee’s position at TPL and does not interfere with the performance of the Employee’s duties at TPL. Employees must obtain the Chief Compliance Officer’s written approval prior to participating in any outside activities in which the Employee may play a significant role, such as serving on a board of directors.

 

(F)Involvement in Litigation

 

Employees must advise the Chief Compliance Officer immediately if they become involved in any litigation or any administrative investigation or proceeding. Employees must also report to the Chief Compliance Officer if they receive any subpoena, are arrested, become subject to any order, or are contacted by any regulatory authority.

 

III.INSIDER TRADING POLICY AND PROCEDURES

 

TPL has established the following policies and procedures designed to detect and prevent insider trading. TPL’s policy applies to every Employee and extends to activities within and outside one’s duties at TPL.

 

TPL forbids any Employee from trading (either personally or on behalf of others including accounts managed by TPL) on material nonpublic information or communicating material nonpublic information to others in violation of the law. This conduct is frequently referred to as “insider trading.” The term “insider trading” is not defined in the federal securities laws, but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an “insider”) or to communications of material nonpublic information to others.

 

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

 

(1)Trading by an insider while in possession of material nonpublic information,

 

(2)Trading by a non-insider, while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated, or

 

(3)Communicating material nonpublic information to others.

 

The elements of insider trading and the penalties for such unlawful conduct are discussed below.

 

(A)Who is an Insider?

 

The concept of “insider” is broad and includes Employees of TPL. A person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, and bank lending officers. According to the United States Supreme Court, a company must expect a temporary insider to keep disclosed nonpublic information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider.

UPDATED: 11/27/2023 5:24 PM

TIMOTHY PARTNERS, LTD., 1055 MAITLAND CENTER COMMONS, MAITLAND, FL 32751

CODE OF ETHICS/ 5

 

(B)What is Material Information?

 

Trading on inside information is not a basis for liability unless the information is material. “Material information” generally is defined 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. Material Information may be communicated verbally or in writing.

 

Information that Employees should consider material includes, but is not limited to:

 

Dividend changes,

 

Earnings estimates,

 

Changes in previously released earnings estimates,

 

Significant merger or acquisition proposals or agreements,

 

Major litigation,

 

Liquidity problems, and

 

Extraordinary management developments.

 

Material information does not have to relate to a company’s business. For example, the United States Supreme Court has held that certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security constituted material information. In that case, a Wall Street Journal reporter 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.

 

(C)What is Nonpublic Information?

 

Information is nonpublic until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally available to the public. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Bloomberg, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.

 

(D)Penalties for Insider Trading

 

Penalties for trading on or communicating material nonpublic information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:

 

Civil injunctions

 

Treble damages

 

Disgorgement of profits

 

Jail sentences

 

Fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited, and

UPDATED: 11/27/2023 5:24 PM

TIMOTHY PARTNERS, LTD., 1055 MAITLAND CENTER COMMONS, MAITLAND, FL 32751

CODE OF ETHICS / 6

 

Fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided

 

In addition, any violation of this policy statement can be expected to result in serious sanctions by TPL, including dismissal of the person(s) involved.

 

(E)Procedures to Implement Insider Trading Policy

 

The following procedures have been established to aid the Employees of TPL in avoiding insider trading, and to aid TPL in preventing, detecting and imposing sanctions against insider trading. If you have any questions about these procedures you should consult the Chief Compliance Officer.

 

(F)Identifying Inside Information

 

Before trading for yourself or others, including investment companies or private accounts managed by TPL, in the securities of a company about which you may have potential inside information, ask yourself the following questions:

 

Is the information material? Is this information that an investor would consider important in making an investment decision? Is this information that would substantially impact the price of a security if generally disclosed?

 

Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the public by being published in Bloomberg, Reuters, The Wall Street Journal or other publications or data services of general circulation?

 

If, after consideration of the above, you believe or are uncertain whether the information is material and nonpublic, you should take the following steps:

 

Do not purchase or sell the securities under consideration on behalf of yourself or others including accounts managed by TPL,

 

Do not communicate the information to others, and

 

Report the matter immediately to the Chief Compliance Officer.

 

After the Chief Compliance Officer has reviewed the situation, he or she will either instruct you to continue the prohibitions against trading and communication; or, allow you to proceed with the trade and communication of the information.

 

(G)Restricting Access to Material Nonpublic Information

 

Material and nonpublic information in your possession that has been identified by you and the Chief Compliance Officer according to the identification process described above may not be communicated to anyone, including persons within TPL. Care should be taken so that such information is secure. Written material non-public information should be handed over to the Chief Compliance Officer and all other copies destroyed. The Chief Compliance Officer will record any verbally obtained material non-public information and include it in a secure file with all other such written information.

 

Special considerations due to a higher risk of possessing material non-public information:

 

Alternative data – Use of data from non-traditional sources beyond company financial statements, filings, and press releases may pose a risk of receiving MNPI. Examples of alternative data provided by the SEC include information “from satellite and drone imagery of crop fields and retailers’ parking lots, analyses of aggregate credit card transactions, social media and internet search data, geolocation data from consumers’ mobile phones, and email data obtained from apps and tools that consumers may utilize”. If you believe there is a risk of receiving MNPI from an alternative data source, please discuss with the Chief Compliance Officer. The Chief Compliance Officer will monitor the firm’s research and data sources.

UPDATED: 11/27/2023 5:24 PM

TIMOTHY PARTNERS, LTD., 1055 MAITLAND CENTER COMMONS, MAITLAND, FL 32751

CODE OF ETHICS ;/ 7

 

Expert networks – TPL generally does not use expert networks defined by the SEC as groups “of professionals who are paid for their specialized information and research services.” Expert networks may employ consultants who are related to publicly traded companies or have access to material non-public information. Should TPL use an expert network consultant, it will generally only use them where written transcripts are available unless otherwise approved by the Chief Compliance Officer.

 

IV.PERSONAL SECURITIES TRANSACTIONS POLICY2

 

TPL allows its Employees and members of each Employee’s Family/Household to maintain personal securities accounts in which they hold a Beneficial Interest provided trading in any such accounts is conducted in accordance with the following policies and procedures.

 

These policies only apply to personal securities transactions of Reportable Securities.

 

Employees are responsible for understanding all aspects of this policy and all definitions of boldfaced terms, as listed at the end of this Personal Securities Transactions Policy section. Ask the Chief Compliance Officer for any clarification on any aspect of this policy.

 

(A)Prohibited Personal Securities Transactions

 

No Employee of TPL shall be permitted to:

 

Purchase or short publicly traded stocks and domestic corporate bonds of any company held in any Timothy Plan mutual fund portfolio (excluding ETFs).

 

Participate in an investment club.

 

Engage in a Private Placement (a.k.a. “limited offering”) without prior written approval of the Chief Compliance Officer

 

Trade excessively (trading which is judged to interfere with one’s job responsibilities).

 

The Chief Compliance Officer may deny any pre-clearance request that he or she deems a potential or actual conflict of interest.

 

(B)Personal Securities Transactions Pre-Approval Process

 

Prior to entering any order for a personal securities transaction in any security, Employees must submit a written request regarding the proposed transaction.

 

 

2For the purposes of the Personal Securities Transactions Policy only, the term employee shall mean “access person,” defined in the Investment TPLs Act of 1940, as amended, as any supervised person who (A) “has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund,” or (B) “is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic.” Please refer to footnote 1 for a definition of supervised person.

UPDATED: 11/27/2023 5:24 PM

TIMOTHY PARTNERS, LTD., 1055 MAITLAND CENTER COMMONS, MAITLAND, FL 32751

CODE OF ETHICS / 8

 

An Employee may use the Personal Securities Transaction Authorization Form, an email, or compliance software application, that contain similar information as the Form and submit them to the Chief Compliance Officer.

 

The Chief Compliance Officer determines whether to approve personal securities transactions based on the criteria in the Prohibited Personal Securities Transactions section above. However, he or she may deny any pre-clearance request for any reason, including a determination that the transaction might create an appearance of impropriety. Approvals and denials of proposed personal securities transactions are documented in writing and maintained in a confidential file.

 

TPL may, in the Chief Compliance Officer’s discretion, terminate any approval of a proposed transaction based on developments or information that lead the Chief Compliance Officer to believe the transaction may involve a violation of law or of TPL’s policies.

 

Employees should request that their brokers place a note in their and their affiliated accounts brokerage files for the broker reps to remind Employees to pre-clear any verbal trades (where the feature is available at the brokerage firm).

 

(C)Reporting

 

FINRA requires all Employees to direct the brokerage firm to submit duplicate confirms of transactions, and quarterly reports of transactions and holdings of all securities. The Chief Compliance Officer will review all Employees’ holdings and transactions reports to determine if Employees are in compliance with this Code.

 

Initial Holdings Reporting

 

No later than 10 days after you become an Employee, you must file with the Chief Compliance Officer an Initial Holdings Form. This form requires you to list all securities in which you or members of your Family/Household have Beneficial Interest. It also requires you to list all brokers, dealers and banks where you maintain an account in which any securities are held for the direct or indirect benefit of you or a member of your Family/Household and to establish the duplicate reporting required by FINRA. The information must be as of a date no earlier than 45 days prior to the date you became an Employee. Furthermore, this form requires you to confirm that you have read and understand this Code.

 

Quarterly Transaction Reporting No later than 25 days after the end of March, June, September and December each year, every Employee must provide to the Chief Compliance Officer a Personal Securities Quarterly Transactions Form. This form requires you to represent that you or a member of your Family/Household have not entered into any transactions in any securities except as disclosed on the report and as detailed in your account statements and confirmations supplied to the Chief Compliance Officer.

 

The Personal Securities Quarterly Transaction Form also requires you to list all new accounts established, since the last quarterly reporting, at brokers, dealers and banks by you or a member of your Family/Household in which any securities (not just Reportable Securities) were or are held for the direct or indirect benefit of you or a member of your Family/Household.

UPDATED: 11/27/2023 5:24 PM

TIMOTHY PARTNERS, LTD., 1055 MAITLAND CENTER COMMONS, MAITLAND, FL 32751

CODE OF ETHICS / 9

 

(D)TPL Managed Funds

 

TPL provides investment management advice to clients that are investment companies registered under the Securities and Exchange Act of 1940, as amended (a.k.a. mutual funds). TPL Employees and members of their Family/Household are permitted to trade TPL managed funds in accounts for which they hold Beneficial Interest without notification to the CCO.

 

All aspects of TPL’s Insider Trading Policy apply to Fund investments in any account for which an Employee or member of their Family/Household hold Beneficial Interest.

 

(E)Other Mutual Funds and Exchange Traded Funds (“ETFs”)

 

Mutual Funds (Registered Management Company) and ETF trades do not require prior permission but must be included in the duplicate transactions and quarterly reports.

 

(F)Exceptions to Personal Securities Transactions Prohibitions

 

The prohibitions of this Code do not apply to the following transactions:

 

Purchases or sales that are non-volitional on the part of the Employee (or Family/Household member), including purchases or sales upon the exercise of puts or calls written by the Employee (or Family/Household member) and sales from a margin account pursuant to a bona fide margin call

 

Purchases made solely under, and with the dividend proceeds received in, a dividend reinvestment plan

 

Purchases made upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of rights were so acquired.

 

(G)Other Persons to Whom Personal Securities Transactions Policy Applies

 

Any person contracted or otherwise employed, even temporarily, by TPL who, in connection with his or her regular functions or duties, makes, recommends, participates in or obtains information regarding purchases or sales of securities for any client account must abide by these policies and procedures.

UPDATED: 11/27/2023 5:24 PM

TIMOTHY PARTNERS, LTD., 1055 MAITLAND CENTER COMMONS, MAITLAND, FL 32751

CODE OF ETHICS / 10

 

(1)Federal Securities Laws means the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment TPLs Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to investment TPLs, and any rules adopted thereunder by the SEC or the Department of the Treasury.

 

(2)Private Placement (a.k.a. limited offering) means any stock, bond, or derivative instrument which is exempt from the registration requirements of the SEC.

 

(3)Beneficial Interest means any opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit or share in the profit from any transaction in securities. It also includes transactions over which a person exercises investment discretion (other than for a client of TPL), even if the person does not share in the profits of the transaction. The transactions over which a person may profit, share in the profit, or exercise investment discretion are not limited to just the transactions in securities held by his or her Family/Household. Beneficial Interest is a very broad concept. Some examples of forms of Beneficial Interest include:

 

Securities held in a person’s own name, or that are held for the person’s benefit in nominee, custodial or “street name” accounts,

 

Securities owned by or for a partnership in which the person is a general partner (whether the ownership is under the name of that partner, another partner or the partnership or through a nominee, custodial or “street name” account),

 

Securities that are being managed for a person’s benefit on a discretionary basis by an investment TPL, broker, bank, trust company or other manager, unless the securities are held in a “blind trust” or similar arrangement under which the person is prohibited by contract from communicating with the manager of the account and the manager is prohibited from disclosing to the person what investments are held in the account,

 

Securities in a person’s individual retirement account,

 

Securities in a person’s account in a 401(k) or similar retirement plan, even if the person has chosen to give someone else investment discretion over the account,

 

Securities owned by a trust of which the person is either a trustee or a beneficiary, and

 

Securities owned by a corporation, partnership or other entity that the person controls (whether the ownership is under the name of that person, under the name of the entity or through a nominee, custodial or “street name” account).

 

This is not a complete list of the forms of ownership that could constitute Beneficial Interest for purposes of this policy. You should ask the Chief Compliance Officer if you have any questions or doubts at all about whether you or a member of your Family/Household would be considered to have Beneficial Interest in any particular situation.

UPDATED: 11/27/2023 5:24 PM

TIMOTHY PARTNERS, LTD., 1055 MAITLAND CENTER COMMONS, MAITLAND, FL 32751

CODE OF ETHICS / 11

 

(4)Reportable Security/Reportable Securities means anything that is considered a “security” under the Investment Company Act of 1940, such as any

 

Stock, note, treasury stock, future, bond, or debenture;

 

Fixed income security (except as below);

 

Options on securities, on indexes and on currencies;

 

Any put, call, straddle, or privilege on any security or group or index of securities, or entered into on a national securities exchange relating to foreign currency;

 

Investments in foreign unit trusts and foreign mutual funds;

 

Investments in private investment funds and limited partnerships,

 

Reportable Funds, as defined by this Code, are considered Reportable Securities to the extent described above in the “Reportable Funds” section of this Policy.

 

(5)For the purposes of this Code, the following are excluded from the definition of Reportable Security:

 

Direct obligations of the U.S. Government;

 

Bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements;

 

Shares of open-end investment companies that are registered under the Investment Company Act of 1940 (a.k.a. mutual funds).

 

Family/Household Members of your Family/Household include:

 

Your spouse or domestic partner (unless they do not live in the same household as you and you do not contribute in any way to their support);

 

Your children under the age of 18;

 

Your children who are 18 or older (unless they do not live in the same household as you and you do not contribute in any way to their support); and

 

Any of these people who live in your household: your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law, including adoptive relationships.

 

There are a number of reasons why this Code covers securities transactions in which members of your Family/Household have Beneficial Interest. First, the SEC regards any benefit to a person that you help support financially as indirectly benefiting you, because it could reduce the amount that you might otherwise contribute to that person’s support. Second, members of your household could learn of information regarding TPL’s trading or recommendations for client accounts and may inappropriately take advantage of that information.

 

V.RECORDKEEPING

 

TPL will keep copies of this Code, and any amendments thereto, records of violations and actions taken as a result thereof, and copies of supervised persons’ acknowledgment of receipt of and compliance with this Code, in an easily accessible location for five years, of which the first two years will be in the firm’s offices. The Code, and any amendments thereto, will be retained for five years after the date on which they were last in effect. Employee Code acknowledgments will be retained for five years after the person ceases to be an Employee. A list of Employees and other persons to whom this Code applies within the past five years will be retained by the Chief Compliance Officer.

UPDATED: 11/27/2023 5:24 PM

TIMOTHY PARTNERS, LTD., 1055 MAITLAND CENTER COMMONS, MAITLAND, FL 32751

CODE OF ETHICS / 12

 

VI.OTHER COMPLIANCE PROCEDURES

 

In addition to being responsible for implementing this Code and the procedures described elsewhere in this Code, the Chief Compliance Officer is responsible for:

 

reporting any occurrence that he or she determines is a violation of this Code to management; management, in consultation with the Chief Compliance Officer, will determine an appropriate sanction for the violation;

 

making himself or herself available to assist Employees with questions regarding this Code;

 

reviewing this Code on a regular basis and updating it as necessary; and

 

quarterly, the Chief Compliance Officer will compare Personal Securities Transaction Authorization Forms with Personal Securities Quarterly Transaction Forms.

UPDATED: 11/27/2023 5:24 PM

TIMOTHY PARTNERS, LTD., 1055 MAITLAND CENTER COMMONS, MAITLAND, FL 32751

CODE OF ETHICS / 13

 

Acknowledgment Form

 

TIMOTHY PARTNERS, LTD.

NOVEMBER 2023 CODE OF ETHICS

 

Employee Acknowledgment

 

I acknowledge that I have read and understand TPL’s Code of Ethics.

 

I certify that I have complied with, except as may have been otherwise previously disclosed to the Chief Compliance Officer, and will continue to comply with, TPL’s Code of Ethics, including the Gifts and Entertainment, Charitable Contributions, Political Contributions, Outside Activity, and Personal Securities Transactions Policies and Procedures.

 

I understand that any violations of the Code of Ethics may lead to sanctions including my dismissal.

 

Name (please print):    
     
Signature:    
     
Title:    
     
Date:    

UPDATED: 11/27/2023 5:24 PM

TIMOTHY PARTNERS, LTD., 1055 MAITLAND CENTER COMMONS, MAITLAND, FL 32751

CODE OF ETHICS / 14

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December 1, 2023

 

VIA EDGAR

 

EDGAR Operations Branch

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 

The Timothy Plan

Post-Effective Amendment No. 119

to the Registration Statement on Form N-1A

SEC File Nos. 033-73248, 811-08228

 

Ladies and Gentlemen:

 

This Amendment is being filed pursuant to Rule 485(a) under the Securities Act of 1933, as amended (the “1933 Act) for the purpose of changing the name of the Aggressive Growth Fund.

 

Any questions or comments with respect to this filing may be directed to the undersigned at (212) 660-3069.

 

  Sincerely,
  /s/ Rachael L. Schwartz
  Rachael L. Schwartz, Esq.