ARTHUR D. ALLY,
DAVID D. JONES, ESQUIRE
BENJAMIN V. MOLLOZZI,
ESQUIRE
STATEMENT OF ADDITIONAL INFORMATION
April 29, 2020
TIMOTHY PLAN VARIABLE SERIES
Strategic Growth Variable Portfolio Series
Conservative Growth Variable Portfolio Series
PORTFOLIO SERIES: THIS SAI OFFERS PORTFOLIO SHARES ONLY.
THE PORTFOLIOS ARE
DISTRIBUTED THROUGH: Timothy Partners, Ltd., 1055 Maitland Center Commons, Maitland, Florida 32751
This Statement of Additional Information
(SAI) is not a Prospectus. It is an additional disclosure document supplementing Timothy Plan Variable Series Prospectus, dated April 29, 2020, which contains information concerning the Timothy Plan Strategic Growth Portfolio
Variable Series (Strategic Growth Portfolio) and the Timothy Plan Conservative Growth Portfolio Variable Series (Conservative Growth Portfolio), which should be read with this Statement of Additional Information.
The Timothy Plan (the Trust) is registered with the U.S. Securities and Exchange Commission (the SEC) as an
open-end management investment company.
COPIES OF THIS SAI AND/OR
THE PROSPECTUS TO WHICH IT RELATES MAY BE OBTAINED FROM THE TRUST WITHOUT CHARGE BY WRITING THE TRUST AT 1055 MAITLAND CENTER COMMONS, MAITLAND, FL 32751 OR BY CALLING THE TRUST AT (800) 846-7526.
PLEASE RETAIN THIS SAI FOR FUTURE REFERENCE.
Table of Contents
Section 1 | General Information
Portfolio History
The Timothy Plan (the Trust) was organized as a Delaware business trust on December 16, 1993. The Trust is registered with the SEC as an open-end management investment company, and is authorized to create an unlimited number of series of shares (each a Fund) and an unlimited number of share classes within each series. A mutual fund
permits an investor to pool his or her assets with those of others in order to achieve economies of scale, take advantage of professional money managers and enjoy other advantages traditionally reserved for large investors. This SAI pertains to the
following portfolios of the Trust:
Strategic Growth Portfolio Variable Series (Strategic Growth Portfolio), and
Conservative Growth Portfolio Variable Series (Conservative Growth Portfolio)
(collectively, the Portfolios).
Each Portfolio
offers a single class of shares without any sales charges or ongoing sales or distribution fees. The Portfolios are offered only to separate accounts (the Separate Accounts) established by various insurance companies (collectively, the
Insurance Companies) and to certain eligible qualified retirement plans (Qualified Plans). The Portfolios are intended to serve as investment vehicles for variable life insurance, variable annuity and group annuity products
of these Insurance Companies or under Qualified Plans. The general public may not directly purchase shares of the Portfolios. The Trust has also filed a Prospectus, dated April 29, 2020, relating to the Portfolios and providing information
about the Timothy Funds in which the Portfolios invest (the Prospectus). That Prospectus is incorporated herein by reference for all purposes.
The
Portfolios shares are fully paid and non-assessable. They are entitled to such dividends and distributions as may be paid with respect to the shares and shall be entitled to such sums on liquidation of
each Portfolio as shall be determined. Other than these rights, they have no preference as to conversion, exchange, dividends, retirement or other features and have no preemption rights.
Shareholder meetings will not be held unless required by federal or state law or in connection with an undertaking given by a Portfolio.
Section 2 | Investments and Risks
Investment Strategies and Risks
The investment objective of the Conservative Growth Portfolio is to generate moderate levels of long-term capital growth.
The investment objective of the Strategic Growth Portfolio is to generate medium to high levels of long-term capital growth.
Each Portfolio seeks to achieve its investment objective by making investments selected in accordance with that Portfolios investment restrictions and policies.
Each Portfolio invests primarily in Class A Shares of other Timothy Funds (or Traditional Funds) as described in the Prospectus, without sales charges. Each Portfolio will vary its investment strategy as described in the prospectus
to achieve its objectives. This SAI contains further information concerning the techniques and operations of the Portfolios, the securities in which they or the underlying Timothy Funds may invest, and the policies they will follow.
Each Portfolio has its own investment objective and policies, and each invests in its own portfolio of securities. Each Portfolio seeks to achieve its stated objective
by diversified investing primarily in the Timothy Funds. The Timothy Funds invest in securities issued by companies which, in the opinion of the Advisor, Timothy Partners, Ltd., conduct business in accordance with the stated philosophy and
principles of the Timothy Funds. The following information supplements the information provided in the Prospectus. The Portfolios may each invest in the following indirectly by investing in the Timothy Funds.
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 corporations 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
issuers Board of Directors. Dividends on the typical preferred stock are cumulative, causing dividends to accrue even if not declared by the Board. There is, however, no assurance that dividends will be declared by the Trustees of issuers of
the preferred stocks in which the Portfolios or the Timothy Funds invest.
CONVERTIBLE SECURITIES
Traditional convertible securities include corporate bonds, notes and preferred stocks that may be converted into or exchanged for common stock, and other securities that
also provide an opportunity for equity participation. These securities are generally convertible
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either at a stated price or a stated rate (that is, for a specific number of shares of common stock or other security). As with other fixed income securities, the price of a convertible security
to some extent varies inversely with interest rates. While providing a fixed-income stream (generally higher in yield than the income derivable from a common stock but lower than that afforded by a
non-convertible debt security), a convertible security also affords the investor an opportunity, through its conversion feature, to participate in the capital appreciation of the common stock into which it is
convertible. As the market price of the underlying common stock declines, convertible securities tend to trade increasingly on a yield basis and so may not experience market value declines to the same extent as the underlying common stock. When the
market price of the underlying common stock increases, the price of a convertible security tends to rise as a reflection of the value of the underlying common stock. To obtain such a higher yield, a Portfolio or Fund may be required to pay for a
convertible security an amount in excess of the value of the underlying common stock. Common stock acquired by a Timothy Fund upon conversion of a convertible security will generally be held for so long as the Advisor anticipates such stock will
provide the Timothy Fund with opportunities which are consistent with its investment objectives and policies.
INVESTMENT GRADE BONDS
Investment Grade Bonds are public and privately issued debt securities that generally carry a rating of BBB and above by Standard & Poors,
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 issuers capital stock at a set price for a specified period of time.
AMERICAN DEPOSITARY RECEIPTS
American Depositary
Receipts (ADRs) are receipts typically issued by a U.S. bank or trust company which evidence ownership of underlying securities issued by a foreign corporation. The Timothy Funds may purchase ADRs whether they are sponsored
or unsponsored. Sponsored ADRs are issued jointly by the issuer of the underlying security and a depository. Unsponsored ADRs are issued without participation of the issuer of the deposited security. Holders of
unsponsored ADRs generally bear all the costs of such facilities. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass
through voting rights to the holders of such receipts in respect to the deposited securities. Therefore, there may not be a correlation between information concerning the issuer of the security and the market value of an unsponsored ADR. ADRs may
result in a withholding tax by the foreign country of source, which will have the effect of reducing the income distributable to shareholders. Because each Fund (except the International Fund, Israel Common Values Fund, and Emerging Markets Fund)
will not invest more than 50% of the value of its total assets in stock or securities issued by foreign corporations, they will be unable to pass through the foreign taxes that the Portfolio pays (or is deemed to pay) to shareholders under the
Internal Revenue Code of 1986, as amended (the Code).
EMERGING MARKETS INVESTMENTS
Emerging markets investments include equity securities offered by companies in some or all of the countries located in each of the following regions: Asia, Europe,
Central and South America, Africa and the Middle East. The Emerging Markets Funds Investment Manager considers an emerging market country to be any country which is in the Morgan Stanley Capital International Emerging Markets Index (MSCI
EM Index) or that, in the opinion of the Investment Manager, is generally considered to be an emerging market country by the international financial community. Equity securities include common and preferred stocks, warrants and rights. Equity
securities issued in the emerging markets countries may be subjected to a withholding tax by the foreign country of source which will have the effect of reducing the income distributable to shareholders.
REAL ESTATE INVESTMENT TRUSTS
Real Estate
Investment Trusts (REITs) are liquid, dividend-paying pooled funds allowing investors to participate in the real estate market. REITs invest in different kinds of real estate or real estate related assets, including shopping centers,
office buildings, and hotels, or mortgages secured by real estate. Some REITs are hybrid, investing in both the actual real estate and real estate-backed mortgages.
ETF RISK
If securities underlying an ETF are
traded outside of a collateralized settlement system, that there are a limited number of financial institutions that may act as authorized participants that post collateral for certain trades on an agency basis (i.e., on behalf of other market
participants). To the extent that those authorized participants exit the business or are unable to process creation and/or redemption orders and no other authorized participant is able to step forward to do so, there may be a significantly
diminished trading market for the ETFs shares. In addition, please note that this could in turn lead to differences between the market price of the ETFs shares and the underlying value of those shares.
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In stressed market conditions, the market for an ETFs shares may become less liquid in response to deteriorating
liquidity in the markets for the ETFs underlying portfolio holdings. This adverse effect on liquidity for the ETFs shares in turn could lead to differences between the market price of the ETFs shares and the underlying value of
those shares.
Purchases and redemptions of creation units primarily with cash, rather than through in-kind delivery of
portfolio securities, may cause an ETF to incur certain costs. These costs could include brokerage costs or taxable gains or losses that it might not have incurred if it had made redemption in-kind. In
addition, these costs could be imposed on the ETF, and thus decrease the ETFs net asset value, to the extent that the costs are not offset by a transaction fee payable by an authorized
TREASURY INFLATION-PROTECTED SECURITIES
Treasury
Inflation-Protected Securities (TIPS) are special types of Treasury notes or bonds that offer protection from inflation. Like other Treasuries, TIPS pay interest every six months and pay the principal when the security matures. Unlike conventional
governments, TIPS coupon payments and underlying principal are automatically increased to compensate for inflation as measured by the consumer price index (CPI). When a TIPS matures, you are paid the adjusted principal or original principal,
whichever is greater. The rate is applied to the adjusted principal; so, like the principal, interest payments rise with inflation and fall with deflation. Consequently, the real rate of return, which represents the growth of purchasing power, is
guaranteed. Because of their safety, TIPS generally offer a lower return than other types of fixed income securities.
HIGH YIELD BONDS
High Yield Bonds are public and privately issued debt securities that are rated below investment grade (such as BB or lower by
Standard & Poors Ratings Services and/or Ba or lower by Moodys Investors Services, Inc.) or deemed to be below investment grade by the Funds Investment Manager. These types of securities are commonly referred to as
junk bonds. Because these securities are below investment grade, they carry higher coupon rates and are subject to greater credit risk.
THE DEFENSIVE STRATEGIES FUND
The Defensive Strategies Fund, one of the Traditional Funds in which the Portfolios invest, is not a
diversified fund as defined by the Investment Company Act of 1940, as amended (the 1940 Act). The Defensive Strategies Fund is a non-diversified fund, and therefore may invest up to 25% of the
total assets under management in any single issue, and up to 50% of its assets under management in two issues. The remaining 50% must adhere to the diversification requirements required of the Timothy Plan Traditional Funds. Under the rules, the
Fund will not diversify up to 50% of its assets under management, however of the non-diversified 50%, not over 25% will be held in any one investment offering. The remaining 50% will be diversified, meaning
not over 5% will be invested in any one companys shares or issuers units of ownership. During periods of economic deflation, the Defensive Strategies Fund may elect to liquidate its entire portfolio of REITs.
TEMPORARY DEFENSIVE MEASURES
The Investment
Manager(s) of each Traditional Fund may take temporary defensive actions when it is determined to be in the best interests of the applicable Funds shareholders. Such defensive actions may include, but not be limited to, increasing the
percentage of the Fund assets invested in cash and cash equivalents, investing more heavily in a particular sector, and investing without regard to capitalization rates. When a Fund takes a temporary defensive position, it will not be investing
according to its investment objective, and at such times, the performance of the Fund will be different than it would have been if it had invested strictly according to its objectives.
NATURAL DISASTER / EPIDEMIC RISK
Natural or
environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and can be highly disruptive to economies
and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Funds investments. Given the
increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the United
States. These disruptions could prevent the Fund from executing advantageous investment decisions in a timely manner and negatively impact the Funds ability to achieve their investment objectives. Any such event(s) could have a
significant adverse impact on the value and risk profile of the Fund.
Portfolio Policies
In addition to those set forth in the current applicable prospectus, the Portfolios have adopted the investment restrictions set forth below, which are fundamental
policies of each Portfolio, and which cannot be changed without the approval of a majority of the outstanding voting securities of each Portfolio. As provided in the Investment Company Act of 1940, as amended (the 1940 Act), a vote
of a majority of the outstanding voting securities means the affirmative vote of the lesser of (i) more than 50% of the outstanding shares, or (ii) 67% or more of the shares present at a meeting if more than 50% of the outstanding
shares are represented at the meeting in person or by proxy.
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These investment restrictions provide that the Portfolios will not:
1.
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purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (except
this shall not prevent the Portfolio from purchasing or selling options or futures contracts or from investing in securities or other instruments backed by physical commodities);
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2.
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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;
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3.
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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;
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4.
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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 Portfolios total assets, at market value, would be invested in the securities of issuer;
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issue senior securities (as defined in the 1940 Act) except as permitted by rule, regulation or order of the U.S.
Securities and Exchange Commission;
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6.
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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 Portfolios 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 Funds total assets, the Portfolio will not purchase any securities;
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7.
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underwrite securities issued by others, except to the extent that the Portfolio may be considered an underwriter within
the meaning of the 1933 Act in the disposition of restricted securities;
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8.
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write or acquire options or interests in oil, gas or other mineral exploration or development programs; or
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9.
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concentrate its investments in any one sector or industry.
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Portfolio Turnover
It is not the policy of
any of the Portfolios to purchase or sell securities for short-term trading purposes, but the Portfolios may sell securities to recognize gains or avoid potential for loss. A Portfolio will, however, sell any Fund security (without regard to the
time it has been held) when the Advisor believes that market conditions, credit-worthiness factors or general economic conditions warrant such a step. The Portfolios invest the majority of their assets in certain of the Traditional Funds, and adjust
the ratio of such investments regularly. As a result, portfolio turnover for the Portfolios could be substantial and could cause the Traditional Funds to also experience higher portfolio turnover. The portfolio turnover rates for each Portfolio for
the fiscal years ended December 31, 2017, 2018 and 2019 are set forth in the table below:
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2017
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2018
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2019
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Strategic Growth Portfolio
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33%
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7%
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78%
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Conservative Growth Portfolio
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23%
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11%
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63%
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High portfolio turnover rates (annual rates in excess of 100%) involve additional transaction costs (such as brokerage commissions)
which are borne by the Traditional Funds, and may result in adverse tax effects to Portfolio shareholders. (See Dividends, Distributions and Taxes in the applicable prospectus.)
Disclosure of Portfolio Holdings
The following
discussion sets forth the Trusts policies and procedures with respect to the disclosure of Portfolio holdings.
PORTFOLIO SERVICE
PROVIDERS
Portfolio service providers include the following: Fund Transfer Agent, Fund Administrator, Fund Accounting Agent, Independent Registered
Public Accounting firm, Compliance Consulting Firm, and Custodian. The Trust has entered into arrangements with certain third party service providers for services that require these groups to have access to each Funds portfolio on a real time
basis. For example, the Trusts fund accounting agent is responsible for maintaining the accounting records of each Portfolio, which includes maintaining a current record of the portfolio holdings of each Portfolio. The Trust also undergoes an
annual audit which requires the Trusts independent registered public accounting firm to review each Portfolio. In addition to the fund accounting agent, the Trusts custodian also maintains an up-to-date list of each Portfolio holdings. The Trusts compliance consulting firm must also have access to each Portfolios information in order to verify compliance with the Federal Securities
laws. Each of these parties is contractually and/or ethically prohibited from sharing any Portfolio holdings information with any third party unless specifically authorized by the Trusts President, Secretary or Treasurer.
The Board of Trustees (the, Board) monitors the services provided by each of the service providers to ensure each is complying with the contractual terms or
expectation of the arrangement. If the Board of Trustees is unsatisfied with any of these service providers, the
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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 persons knowledge of Trust activities for their own personal benefit. The Trust relies on the compliance
departments of each entity to enforce its code.
RATING AND RANKING ORGANIZATIONS
The Fund may choose to make portfolio holdings information available to rating agencies such as Lipper, Morningstar or Bloomberg earlier and more frequently on a
confidential basis. The Trust has obtained assurances from all such parties that any information provided to them will be held in strict confidence and that such information shall not be used for the personal benefit of the recipient.
The Trusts management has determined that these groups provide investors with a valuable service and, therefore, is willing to provide them with portfolio
information. You should be aware that the Trust does not pay them or receive any compensation from them for providing this information.
DISCLOSURE TO OTHER PARTIES
The Trust has
adopted a policy of posting the portfolio holdings of each Traditional Fund on its web site not later than seven (7) calendar days after the end of each fiscal quarter. The Trust is also required under law to file a listing of the portfolio
holdings of each Traditional Fund with the U.S. Securities and Exchange Commission on a quarterly basis. The Trust prohibits the disclosure of portfolio information to any third party other than those described above until and unless such
information has been filed with the Commission or posted to the Trusts web site, as discussed above. The Trust further prohibits any person affiliated with the Trust from entering into any ongoing arrangement with any person other than
described above to receive portfolio holdings information relating to a Traditional Fund.
REVIEW
The Board reviews these policies not less than annually and receives periodic attestations from affiliated persons that these policies are being adhered to. The
Trusts President, Secretary and Treasurer are authorized, subject to subsequent Board review, to make exceptions to the above-described policies.
Section
3 | Management of the Portfolios
Investment Advisor
The Board has entered into advisory agreements with Timothy Partners, Ltd. (TPL or the Advisor), for the provision of investment advisory services
on behalf of the Trust to each Portfolio, subject to the supervision and direction of the Trusts Board of Trustees. The continuance of the Advisory Agreement with Timothy Partners, Ltd. was approved by the Trustees, including a majority of the
Trustees who are not interested persons of the Trust or any person who is a party to the Agreement, at an in-person meeting held on February 22, 2019. A discussion of the material factors considered in 2019 by
the Board in renewing the Advisory Agreement can be found in the Trusts Semi-Annual Financial Report to Shareholders dated June 30, 2019. A discussion of the Boards considerations in renewing the agreement at the February 13,
2020 Board Meeting will be provided in the Trusts semi-annual report, which will be dated June 30, 2020. You may obtain a free copy of the Portfolios Semi-Annual Report by calling the Trust at (800)
846-7526.
The investment advisory agreements with the Advisor for the Portfolios and the Funds, and each sub-advisory agreement for the underlying Funds may be renewed after its initial two-year term only so long as such renewal and continuance are specifically approved at least
annually by the Board of Trustees or by vote of a majority of the outstanding voting securities of the applicable Fund, and only if the terms of the renewal thereof have been approved by the vote of a majority of the Trustees of the Trust who are
not parties thereto or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. The investment advisory agreement and each sub-advisory agreement
will terminate automatically in the event of its assignment.
Pursuant to the investment advisory agreement with TPL, the Trust shall conduct its own business and
affairs and shall bear the expenses and salaries necessary and incidental thereto, including, but not limited to: the maintenance of its corporate existence; the maintenance of its own books, records and procedures; dealing with its own
shareholders; the payment of dividends; transfer of stock, including issuance, redemption and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling and holding of shareholders meetings;
miscellaneous office expenses; brokerage commissions; custodian fees; legal and accounting fees; and taxes.
For its services, TPL is paid an annual fee equal to
0.10% of the average daily net assets of each Portfolio. The table below sets forth investment advisory fees payable to TPL for the last three years for each of the Portfolios.
Arthur D. Ally is the Portfolio Manager for each Portfolio. Mr. Ally is President, Treasurer, Chairman and a Trustee of the Timothy Plan Trust. He is also President
of Timothy Partners, Ltd. and had nearly twenty years experience in the investment industry prior to becoming president of the Timothy Plan.
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INVESTMENT ADVISORY FEES
The following table sets forth the investment advisory fees paid to TPL for the last three years by each Portfolio.
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2017
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2018
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2019
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Strategic Growth Portfolio
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Fees Payable to TPL
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$22,378
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$19,581
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$16,993
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Conservative Growth Portfolio
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Fees Payable to TPL
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$20,682
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$17,168
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$14,471
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Other Information Relating to Management of the Strategic and Conservative Portfolios
The Portfolios are managed by Arthur D. Ally.
The following table presents
information relating to the person responsible for managing Portfolio assets, the number and types of other accounts managed by such person, and how such person is compensated for managing such accounts. The information is current as of
December 31, 2019.
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Number of Other Accounts Managed
And Assets by Account Type
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Number of Accounts and Assets for Which
Advisory Fee is
Performance-Based
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Name of Advisor and
Portfolio Manager
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Registered
Investment
Companies
($mils)
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Other Pooled
Investment
Vehicles
($mils)
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Other
Accounts
($mils)
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Registered
Investment
Companies
($mils)
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Other Pooled
Investment
Vehicles
($mils)
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Other
Accounts
($mils)
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Timothy Partners, Ltd.:
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Arthur D. Ally
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0 ($0)
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0 ($0)
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0 ($0)
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N/A
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N/A
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N/A
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As of December 31, 2019, Arthur D. Ally, the Portfolio Manager, did not hold beneficial interest in the Portfolios or any
other Timothy Plan Funds.
Trustees and Principal Executive Officers of the Trust
The Trustees and principal executive officers of the Trust and their principal occupations for the past five years are listed as follows:
INTERESTED TRUSTEES
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Name, Address & Age
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Position(s)
Held with the Trust
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Length of Time
Served and Term of Office
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Number of Portfolios
in Fund Complex
Overseen by Trustee
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Arthur D. Ally*
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Trustee, Chairman, President and Treasurer
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Trustee and President since 1994 Indefinite Term
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18
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1055 Maitland Center Commons
Maitland, FL
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Principal Occupation During Past 5 Years
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Other Directorships Held by Trustee
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Born: 1942
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President and controlling shareholder of Covenant Funds, Inc. (CFI), a holding company. President and general partner of Timothy Partners, Ltd., the investment
Advisor and principal underwriter to each Fund. CFI is also the managing general partner of TPL.
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None
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Name, Address & Age
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Position(s)
Held with the
Trust
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Length of Time
Served and Term of Office
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Number of Portfolios
in Fund Complex
Overseen by Trustee
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Joseph E. Boatwright**
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Trustee Emeritus and Secretary
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Mr. Boatwright served as a Trustee from 1995 to February, 2020. Mr. Boatwright currently serves as a Trustee Emeritus as of February,
2020.
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18
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1055 Maitland Center Commons
Maitland, FL
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Principal Occupation During Past 5 Years
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Other Directorships Held by Trustee
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Born: 1930
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Retired Minister. Currently serves as a consultant to the Greater Orlando Baptist Association. Served as Senior Pastor to Aloma Baptist Church from 1970-1996.
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None
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Name, Address & Age
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Position(s)
Held with the Trust
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Length of Time
Served and Term of Office
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Number of Portfolios
in Fund Complex
Overseen by Trustee
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Mathew D. Staver**
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Trustee
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Trustee since 2000 Indefinite Term
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18
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6
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Name, Address & Age
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Position(s)
Held with the
Trust
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Length of
Time
Served and Term of Office
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Number of Portfolios
in Fund Complex
Overseen by Trustee
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1055 Maitland Center Commons
Maitland, FL
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Principal Occupation During Past 5 Years
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Other Directorships Held by Trustee
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Born: 1956
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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
|
|
|
|
Name, Address & Age
|
|
Position(s)
Held with the
Trust
|
|
Length of
Time
Served and Term of Office
|
|
Number of Portfolios
in Fund Complex
Overseen by Trustee
|
Charles E. Nelson***
|
|
Trustee
|
|
Trustee since 2000 Indefinite Term
|
|
18
|
1055 Maitland Center Commons
Maitland, FL
|
|
Principal Occupation During Past 5 Years
|
|
Other Directorships Held by Trustee
|
Born: 1934
|
|
Certified Public Accountant, semi-retired. Former non-profit industry accounting officer. Former financial executive with commercial
bank. Former partner national accounting firm.
|
|
None
|
*
|
Mr. Ally is an interested Trustee, as that term is defined in the 1940 Act, because of his positions with
and financial interests in CFI and TPL.
|
**
|
Messrs. Boatwright and Staver are interested Trustees, as that term is defined in the 1940 Act, because each
has a limited partnership interest in TPL.
|
***
|
Mr. Nelson is an interested Trustee, as that term is defined in the 1940 Act, because he is employed by
the Advisor.
|
7
INDEPENDENT TRUSTEES
|
|
|
|
|
|
|
Name, Address & Age
|
|
Position(s)
Held with the
Trust
|
|
Length of
Time
Served and Term of Office
|
|
Number of Portfolios
in Fund Complex
Overseen by Trustee
|
Kenneth Blackwell
|
|
Trustee
|
|
Trustee since 2011 Indefinite Term
|
|
18
|
1055 Maitland Center Commons
Maitland, FL
|
|
Principal Occupation During Past 5 Years
|
|
Other Directorships Held by Trustee
|
Born: 1948
|
|
Currently serving as an independent consultant or Fellow with the Family Research Council and the American Civil Rights Union, and is a Visiting Professor at Liberty University,
Lynchburg, VA. Former Secretary of State for the State of Ohio.
|
|
None
|
|
|
|
Name, Address & Age
|
|
Position(s)
Held with the
Trust
|
|
Length of
Time
Served and Term of Office
|
|
Number of Portfolios
in Fund Complex
Overseen by
Trustee
|
Richard W. Copeland
|
|
Trustee
|
|
Trustee since 2005 Indefinite Term
|
|
18
|
1055 Maitland Center Commons
Maitland, FL
|
|
Principal Occupation During Past 5 Years
|
|
Other Directorships Held by Trustee
|
Born: 1947
|
|
Retired. Associate Professor Stetson University for past 40 years. Retired Principal of Copeland & Covert, Attorneys at Law; specializing in tax and estate planning.
B.A. from Mississippi College, JD from University of Florida and LLM Taxation from University of Miami.
|
|
None
|
|
|
|
Name, Address & Age
|
|
Position(s)
Held with the
Trust
|
|
Length of
Time
Served and Term of Office
|
|
Number of Portfolios
in Fund Complex
Overseen by
Trustee
|
Deborah Honeycutt
|
|
Trustee
|
|
Trustee since 2010 Indefinite Term
|
|
18
|
1055 Maitland Center Commons
Maitland, FL
|
|
Principal Occupation During Past 5 Years
|
|
Other Directorships Held by Trustee
|
Born: 1947
|
|
Dr. Honeycutt is a licensed physician currently serving as Medical Director of Clayton State University Health Services in Morrow, GA, CEO of Minority Health Services in
Atlanta, and as a volunteer at Good Shepherd Clinic. Dr. Honeycutt received her B.A. and M.D. at the University of Illinois.
|
|
None
|
|
|
|
Name, Address & Age
|
|
Position(s)
Held with the
Trust
|
|
Length of
Time
Served and Term of Office
|
|
Number of Portfolios
in Fund Complex
Overseen by Trustee
|
Bill Johnson
|
|
Trustee
|
|
Trustee since 2005 Indefinite Term
|
|
18
|
1055 Maitland Center Commons
Maitland, FL
|
|
Principal Occupation During Past 5 Years
|
|
Other Directorships Held by Trustee
|
Born: 1946
|
|
President (and Founder) of American Decency Association, Freemont, MI since 1999. Previously served as Michigan State Director for American Family Association (1987-1999).
Previously a public-school teacher for 18 years. B.S. from Michigan State University and a Master of Religious Education from Grand Rapids Baptist Seminary.
|
|
None
|
|
|
|
Name, Address & Age
|
|
Position(s)
Held with the
Trust
|
|
Length of
Time
Served and Term of Office
|
|
Number of Portfolios
in Fund Complex
Overseen by
Trustee
|
John C. Mulder
|
|
Trustee
|
|
Trustee since 2005 Indefinite Term
|
|
18
|
1055 Maitland Center Commons
Maitland, FL
|
|
Principal Occupation During Past 5 Years
|
|
Other Directorships Held by Trustee
|
Born: 1950
|
|
President of WaterStone (formerly the Christian Community Foundation and National Foundation) since 2001. Prior: 22 years of executive experience for a group of banks and a
trust company. B.A. Economics from Wheaton College and MBA from University of Chicago.
|
|
None
|
8
|
|
|
|
|
|
|
Name, Address & Age
|
|
Position(s)
Held with the
Trust
|
|
Length of
Time
Served and Term of Office
|
|
Number of Portfolios
in Fund Complex
Overseen by
Trustee
|
Scott Preissler, Ph.D.
|
|
Trustee
|
|
Trustee since 2004 Indefinite Term
|
|
18
|
1055 Maitland Center Commons
Maitland, FL
|
|
Principal Occupation During Past 5 Years
|
|
Other Directorships Held by Trustee
|
Born: 1960
|
|
Scott Preissler, Ph.D. is the Executive Director of The National Center for Stewardship & Generosity. He is a former professor and past President and CEO of The
Christian Stewardship Association (CSA) and Southern Baptist state headquarters in Texas and Georgia.
|
|
None
|
|
|
|
Name, Address & Age
|
|
Position(s)
Held with the
Trust
|
|
Length of
Time
Served and Term of Office
|
|
Number of Portfolios
in Fund Complex
Overseen by
Trustee
|
Alan M. Ross
|
|
Trustee
|
|
Trustee since 2004 Indefinite Term
|
|
18
|
1055 Maitland Center Commons
Maitland, FL
|
|
Principal Occupation During Past 5 Years
|
|
Other Directorships Held by Trustee
|
Born: 1951
|
|
Founder and CEO of Corporate Development Institute which he founded in 2000. Previously he served as President and CEO of Fellowship of Companies for Christ and has authored
three books: Beyond World Class, Unconditional Excellence, Breaking Through to Prosperity.
|
|
None
|
|
|
|
Name, Address & Age
|
|
Position(s)
Held with the
Trust
|
|
Length of
Time
Served and Term of Office
|
|
Number of Portfolios
in Fund Complex
Overseen by Trustee
|
Patrice Tsague
|
|
Trustee
|
|
Trustee since 2011
Indefinite Term
|
|
18
|
1055 Maitland Center Commons
Maitland, FL
|
|
Principal Occupation During Past 5 Years
|
|
Other Directorships Held by Trustee
|
Born: 1973
|
|
President and Chief Servant Officer of the Nehemiah Project International Ministries Inc. since 1999.
|
|
None
|
EXECUTIVE OFFICERS
|
|
|
|
|
|
|
Name, Address & Age
|
|
Position(s)
Held with the Trust
|
|
Length of Time
Served and Term of Office
|
|
Number of Portfolios
in Fund Complex
Overseen by Trustee
|
Terry Covert
|
|
Executive Officer, Vice President
|
|
Officer since 2019 Indefinite Term
|
|
N/A
|
1055 Maitland Center Commons
Maitland, FL
|
|
Principal Occupation During Past 5 Years
|
|
Other Directorships Held by Trustee
|
Born: 1947
|
|
Chief Compliance Officer and General Counsel for the Advisor, Timothy Partners, Ltd.
|
|
N/A
|
|
|
|
Name, Address & Age
|
|
Position(s)
Held with the Trust
|
|
Length of Time
Served and Term of Office
|
|
Number of Portfolios
in Fund Complex
Overseen by
Trustee
|
Cheryl Mumbert
|
|
Executive Officer, Vice President
|
|
Officer since 2019 Indefinite Term
|
|
N/A
|
1055 Maitland Center Commons
Maitland, FL
|
|
Principal Occupation During Past 5 Years
|
|
Other Directorships Held by Trustee
|
Born: 1970
|
|
Chief Marketing Officer for Advisor, Timothy Partners, Ltd.
|
|
N/A
|
|
|
|
Name, Address & Age
|
|
Position(s)
Held with the Trust
|
|
Length of Time
Served and Term of Office
|
|
Number of Portfolios
in Fund Complex
Overseen by Trustee
|
David D. Jones
|
|
Chief Compliance Officer
|
|
Since 2004, Indefinite Term
|
|
N/A
|
1055 Maitland Center Commons
Maitland, FL
|
|
Principal Occupation During Past 5 Years
|
|
Other Directorships Held by Trustee
|
Born: 1957
|
|
Co-founder and Managing Member, Drake Compliance, LLC (compliance consulting); founder and controlling shareholder, David
Jones & Associates (law firm), 1998 to 2015.
|
|
N/A
|
9
ADDITIONAL INFORMATION ABOUT THE TRUSTEES
The Board believes that each Trustees experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Trustees
lead to the conclusion that the Trustees possess the requisite experience, qualifications, attributes and skills to serve on the Board. The Board believes that the Trustees ability to review critically, evaluate, question and discuss
information provided to them; to interact effectively with the Advisor, other service providers, legal counsel and independent public accountants; and to exercise effective business judgment in the performance of their duties as Trustees, support
this conclusion. The Board of has also considered the contributions that each Trustee can make to the Board and the Trust.
As described in the table above, the
Independent Trustees have served as such for a considerable period of time which has provided them with knowledge of the business and operation of the Funds and the Trust. In addition, the following specific experience, qualifications, attributes
and/or skills apply as to each Trustee:
Arthur Ally served as a financial professional for nearly twenty years prior to establishing TPL, the advisor and
distributor of the Timothy Plan Funds. Mr. Ally has a degree in accounting and economics and has earned numerous professional designations.
Joseph
Boatwright served as senior pastor of Aloma Baptist Church in Winter Park, Florida, for over twenty-five years. Pastor Boatwright brings a unique understanding of the scriptures to the Board, which serves well in the attempt to oversee the moral
agenda of the Funds.
Mat Staver Served as Dean of Liberty University School of Law and 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.
Charles E. Nelson is a former audit partner in a
national accounting firm. Mr. Nelson holds an MBA and is a Certified Public Accountant. He is a former college instructor, and brings a combination of business, financial and accounting skills to the Board.
Richard Copeland Retired Associate Professor Stetson University School of Business Administration. Retired Principal of Copeland & Covert, Attorneys at
Law specializing in tax and estate planning. B.A. from Mississippi College, JD from University of Florida and LLM Taxation from University of Miami.
Deborah
Honeycutt is a physician practicing in the Atlanta, GA area. Dr. Honeycutt has experience in managing and directing health clinics and as a family medical practitioner. She brings extensive business experience, as well as experience in the
health care sector, to the Board.
Bill Johnson has been in the ministry front lines in the fight against pornography. Mr. Johnson brings a keen
knowledge of the various forms of pornography, as well as hands-on experience running a non-profit organization.
John Mulder is the executive director of Waterstone, a charitable remainder trust custodian that serves persons across the United States. Mr. Mulder brings
proficiency in taxation as well as the skills he has acquired in managing a national organization.
Scott Preissler, Ph.D. is the Executive Director of The
National Center for Stewardship & Generosity. He is a former professor and past President and CEO of The Christian Stewardship Association (CSA) and Southern Baptist state headquarters in Texas and Georgia. Dr. Preissler
brings extensive organizational and public service experience to the Board.
Alan Ross is an entrepreneur specializing in corporate turn-around ventures.
Mr. Ross offers the Board the wealth of knowledge he has gained in his experiences as a manager/owner of numerous companies.
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.
Patrice Tsague brings a unique combined perspective from his career that includes counseling for international entrepreneurship and development of organizational
techniques and avenues for businesses.
References to the experience, qualifications, attributes or skills of the Trustees are pursuant to requirements of the
Securities and Exchange Commission and do not constitute indicating that the Board or any Trustee has special expertise or experience, and shall not impose any greater responsibility or liability on such Trustee or on the Board by reason thereof.
BOARD STRUCTURE
The Board is responsible
for overseeing the management and operations of the Trust and the Funds. The Board consists of eight Independent Trustees and four Trustees who are interested persons of the Trust. Arthur D. Ally, who is an interested person of the Trust, serves as
Chair of the Board, Mr. Alan Ross serves as Vice-Chair of the Board, and the Lead Independent Trustee. Mr. Ross works with Mr. Ally to set the agendas for the Board and Committee meetings, chair meetings of the Independent Trustees,
and generally serves as a liaison between the Independent Trustees and the Trusts management between Board meetings.
10
The Board has two standing committees: the Audit Committee and the Pricing Committee. Both Committees are chaired by an
Independent Trustee, and consist of Messrs. Ross, Mulder and Copeland, with Mr. Ross as chair. The members of the Committees are not interested persons of the Trust (as defined in the 1940 Act). The primary responsibilities of the
Trusts Audit Committee are, as set forth in its charter, to make recommendations to the Board as to: the engagement or discharge of the Trusts 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 Funds net asset value (NAV).
The Board holds four regular meetings each year to consider and act upon matters involving the Trust and the Funds. The Board also may hold special meetings to address
matters arising between regular meetings. 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 Advisors sponsorship of the Trust, that investors have selected the Advisor to provide overall management to the Funds, and Mr. Allys 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 Boards overall responsibility for overseeing the management and operations of the Trust is the Boards oversight of the risk management
of the Trusts investment programs and business affairs. The Funds are subject to a number of risks, such as investment risk, credit risk, valuation risk, operational risk, and legal, compliance and regulatory risk. The Trust, the Advisor and
the other service providers have implemented various processes, procedures and controls to identify risks to the Funds, to lessen the probability of their occurrence and to mitigate any adverse effect should they occur. Different processes,
procedures and controls are employed with respect to different types of risks. These systems include those that are embedded in the conduct of the regular operations of the Board and in the regular responsibilities of the officers of the Trust and
the other service providers.
The Board exercises oversight of the risk management process through the Board itself and through the Audit Committee. In addition to
adopting, and periodically reviewing, policies and procedures designed to address risks to the Funds, the Board requires management of the Advisor and the Trust, including the Trusts 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 Trusts 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 not possible to identify all of the risks that may affect a Fund or to
develop processes, procedures and controls to eliminate or mitigate every occurrence or effect. The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.
11
TRUSTEE OWNERSHIP
The
following table sets forth information about the Trustees and the dollar range of shares of the Timothy Plan Family of Funds owned by each Trustee. As of December 31, 2019, the Trustees owned the following dollar ranges of Fund shares.
|
|
|
|
|
|
|
|
|
|
|
Name of Director 1
|
|
Fund Name
|
|
Dollar Range of Equity
Securities each Fund
|
|
|
Aggregate Dollar Range of
Equity Securities in all Funds
Overseen by a Director in the
Timothy Plan Family of Funds
|
|
Interested Trustees
|
|
|
|
|
|
|
|
|
|
|
Arthur D. Ally
|
|
Growth and Income
|
|
|
$1 - $10,000
|
|
|
|
$1 - $10,000
|
|
Joseph E. Boatwright
|
|
Small Cap Value
|
|
|
$10,001 - $50,000
|
|
|
|
|
|
|
|
Large/Mid Cap
|
|
|
$10,001 - $50,000
|
|
|
|
|
|
|
|
Fixed Income
|
|
|
$10,001 - $50,000
|
|
|
|
|
|
|
|
Aggressive Growth
|
|
|
$1 - $10,000
|
|
|
|
|
|
|
|
Large/Mid Growth
|
|
|
$1 - $10,000
|
|
|
|
|
|
|
|
Defensive Strategies
|
|
|
$10,001 - $50,000
|
|
|
|
|
|
|
|
Israel Common Values
|
|
|
$1 - $10,000
|
|
|
|
|
|
|
|
Growth and Income
|
|
|
$10,001 - $50,000
|
|
|
|
|
|
|
|
Strategic Growth
|
|
|
$50,001 - $100,000
|
|
|
|
|
|
|
|
Conservative Growth
|
|
|
$50,001 - $100,000
|
|
|
|
Over $100,000
|
|
Mathew D. Staver
|
|
Small Cap Value
|
|
|
Over $100,000
|
|
|
|
|
|
|
|
Large Mid/Cap Value
|
|
|
$50,001 - $100,000
|
|
|
|
|
|
|
|
Aggressive Growth
|
|
|
$50,001 - $100,000
|
|
|
|
|
|
|
|
Large Mid/Growth Values
|
|
|
$50,001 - $100,000
|
|
|
|
|
|
|
|
Strategic Growth
|
|
|
$50,001 - $100,000
|
|
|
|
|
|
|
|
Defensive Strategies
|
|
|
$10,001 - $50,000
|
|
|
|
|
|
|
|
Israel Common Values
|
|
|
$50,001 - $100,000
|
|
|
|
Over $100,000
|
|
Charles E. Nelson
|
|
None
|
|
|
|
|
|
|
|
|
Independent
|
|
|
|
|
|
|
|
|
|
|
Kenneth Blackwell
|
|
None
|
|
|
|
|
|
|
|
|
Richard W. Copeland
|
|
Large/Mid Cap Value
|
|
|
Over $100,000
|
|
|
|
|
|
|
|
Large/Mid Cap Growth
|
|
|
Over $100,000
|
|
|
|
Over $100,000
|
|
Deborah T. Honeycutt
|
|
None
|
|
|
|
|
|
|
|
|
Bill Johnson
|
|
None
|
|
|
|
|
|
|
|
|
John C. Mulder
|
|
Growth and Income
|
|
|
$10,001 - $50,000
|
|
|
|
|
|
|
|
Defensive Strategies
|
|
|
$50,001 - $100,000
|
|
|
|
|
|
|
|
Strategic Growth
|
|
|
$10,001 - $50,000
|
|
|
|
|
|
|
|
International
|
|
|
$10,001 - $50,000
|
|
|
|
|
|
|
|
High Yield Bond
|
|
|
$10,001 - $50,000
|
|
|
|
|
|
|
|
Fixed Income
|
|
|
$10,001 - $50,000
|
|
|
|
|
|
|
|
Large/Mid Growth
|
|
|
$50,001 - $100,000
|
|
|
|
|
|
|
|
Large/Mid Cap
|
|
|
$10,001 - $50,000
|
|
|
|
|
|
|
|
Aggressive Growth
|
|
|
$10,001 - $50,000
|
|
|
|
|
|
|
|
Israel Common Values
|
|
|
$1 - $10,000
|
|
|
|
|
|
|
|
Small Cap Value
|
|
|
$50,001 - $100,000
|
|
|
|
Over $100,000
|
|
Scott Preissler, Ph.D.
|
|
None
|
|
|
|
|
|
|
|
|
Alan M. Ross
|
|
Conservative Growth
|
|
|
$10,001 - $50,000
|
|
|
|
|
|
|
|
Growth & Income
|
|
|
$10,001 - $50,000
|
|
|
|
|
|
|
|
Defensive Strategies
|
|
|
$10,001 - $50,000
|
|
|
|
|
|
|
|
Small Cap
|
|
|
$10,001 - $50,000
|
|
|
|
|
|
|
|
Large/Mid Cap Value
|
|
|
$10,001 - $50,000
|
|
|
|
|
|
|
|
Large/Mid Growth
|
|
|
$10,001 - $50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$50,001 - $100,000
|
|
Patrice Tsague
|
|
International
|
|
|
$0 - $10,000
|
|
|
|
|
|
|
|
Large/Mid Cap Value
|
|
|
$0 - $10,000
|
|
|
|
|
|
|
|
Strategic Growth
|
|
|
$0 - $10,000
|
|
|
|
$10,001 - $50,000
|
|
|
1
|
Trustees, for their services to the Funds, may purchase Class A shares at NAV; commissions normally charged on A
share purchases are waived.
|
12
Compensation
Compensation was paid by the Trust to the Trustees during the past fiscal year ended December 31, 2019, 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
|
|
Joseph E. Boatwright, Secretary
|
|
$0
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
Mathew D. Staver
|
|
$0
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
Charles E. Nelson
|
|
$0
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth Blackwell
|
|
$
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$3,750
|
|
Richard W. Copeland
|
|
$
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$5,000
|
|
Deborah Honeycutt
|
|
$
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$5,000
|
|
Bill Johnson
|
|
$
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$5,000
|
|
John C. Mulder
|
|
$
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$5,000
|
|
Scott Preissler, Ph.D.
|
|
$
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$5,000
|
|
Alan M. Ross
|
|
$
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$5,000
|
|
Patrice Tsague
|
|
$
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$3,750
|
|
Code of Ethics
The Trust, the Advisor, the Investment Managers and the Portfolios underwriter have each adopted a Code of Ethics under the Investment Company Act of 1940 or the
Investment Advisers Act of 1940. The personnel subject to the various Codes are permitted to invest in securities; however, the Advisors, Trusts and underwriters employees are prohibited from purchasing securities that are held by
the Portfolios. You may obtain a copy of the Code of Ethics from the U.S. Securities and Exchange Commission. Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, the Trustees amended the Codes of Ethics to accommodate the requirements of
Section 406. The amended Codes of Ethics adopted by the Trust, the Advisor and the Underwriter, have each been reviewed and ratified by the Board of Trustees.
Proxy Voting Policies
The Board has
approved proxy voting procedures for the Trust. These procedures set forth guidelines and procedures for the voting of proxies relating to securities held by the Funds. Records of the Funds proxy voting records are maintained and are available
for inspection. The Board is responsible for overseeing the implementation of the procedures. Copies of the proxy voting procedures have been filed with the Securities and Exchange Commission, which may be reviewed and copied at the SECs
Public Reference Room in Washington, DC. The procedures are also available on the SECs EDGAR database at the SECs web site (www.sec.gov). Copies of the procedures can be obtained, after paying a duplicating fee, by electronic request
(publicinvest@sec.gov) or by writing the SECs 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 68022-3474, or calling toll free at (800) 846-7526. A summary of the Trusts Proxy Voting Procedures is also attached to this SAI as Appendix A.
Voting Rights
Each Insurance Company is the
legal owner of shares attributable to variable life insurance and variable annuity contracts issued by its separate accounts, and has the right to vote those shares. Pursuant to the current view of the SEC staff, each Insurance Company will vote the
shares held in each separate account registered with the SEC in accordance with instructions received from owners of variable life insurance and variable annuity contracts issued by that separate account. To the extent voting privileges are granted
by the issuing Insurance Company to unregistered separate accounts, shares for which no timely instructions are received will be voted for, voted against, or withheld from voting on any proposition in the same proportion as the shares held in that
separate account for all contracts for which voting instructions are received. All Portfolio shares held by the general investment account (or any unregistered separate account for which voting privileges are not extended) of each Insurance Company
will be voted by that Insurance Company in the same proportion as the aggregate of (i) the shares for which voting instructions are received and (ii) the shares that are voted in proportion to which such voting instructions are received.
Shares held by Qualified Plans will vote directly and will not be voted in the same proportion as shares held by the Insurance Companies in their separate accounts registered as unit investment trusts.
RESOLVING MATERIAL CONFLICTS
Currently, shares
in the Portfolios are available only to separate accounts established by American United Life Insurance Company, Indianapolis, IN, and Jefferson National Life Insurance Company, Louisville, KY. In the future, shares may be offered to other Insurance
13
Companies independent from AUL, Jefferson National, and certain eligible qualified retirement plans (Qualified Plans), and as an investment vehicle for variable life insurance or
variable annuity products sponsored by other Insurance Companies.
A potential for certain conflicts of interest exists between the interests of variable life
insurance contract owners and variable annuity contract owners. Pursuant to conditions imposed in connection with related regulatory relief granted by the SEC, the Board has an obligation to monitor events to identify conflicts that may arise from
the sale of shares to both variable life insurance and variable annuity separate accounts or to separate accounts of Insurance Companies of unaffiliated Insurance Companies. Such events might include changes in state insurance law or federal income
tax law, changes in investment management of any Timothy Plan Fund in which the Portfolios invest or differences between voting instructions given by variable life insurance and variable annuity contract owners. Through its Participation Agreement
with the Trust, each Insurance Company investing in the Portfolios is responsible for monitoring and reporting any such conflicts to the Trust and for proposing and executing any necessary remedial action. The Board has an obligation to determine
whether such proposed action adequately remedies any such conflicts.
Section 4 | Control Persons and Principal Holders of Securities
A principal shareholder is any person who owns (either of record or beneficially) 5% or more of the outstanding shares of the Portfolio. A control person is one who
owns either directly or indirectly, more than 25% of the voting securities of a fund or acknowledges the existence of such control. As of March 31, 2020, the following persons of record owned 5% or more of the outstanding shares of the
Strategic Growth Portfolio and the Conservative Growth Portfolio.
HOLDERS OF MORE THAN 5% OF EACH PORTFOLIOS SHARES
|
|
|
|
|
Name of Shareholder
|
|
Name of Portfolio in which
Shares Held
|
|
% Ownership of
Shares
|
AUL American Individual Variable
ATTN: Separate Accounts PO Box 368,
Indianapolis, IN 46206-0368
|
|
Strategic Growth Portfolio Variable
|
|
86.09%
|
Jefferson National Financial
10350 Ormsby Park Place, Louisville, KY 40223
|
|
Strategic Growth Portfolio Variable
|
|
7.59%
|
AUL American Individual Variable
ATTN: Separate Accounts PO Box 368,
Indianapolis, IN 46206-0368
|
|
Conservative Growth Portfolio Variable
|
|
79.17%
|
Jefferson National Financial
10350 Ormsby Park Place, Louisville, KY 40223
|
|
Conservative Growth Portfolio Variable
|
|
9.55%
|
For the purposes of ownership, control means the beneficial ownership, either directly or through one or more controlled
companies, of more than 25% of the voting securities of a company. A controlling ownership may be detrimental to the other shareholders of the company.
As
of December
31, 2019, no Trustee or Officer owned shares in the either of the Variable Series Portfolios.
Section 5 | Other Services
Principal Underwriter
Timothy Partners, Ltd. (TPL), 1055 Maitland Center Commons, Maitland, FL 32751, acts as the principal underwriter (the Underwriter) of the
Portfolios shares for the purpose of facilitating the notice filing of shares of the Portfolios under state securities laws and to assist in sales of shares pursuant to a written underwriting agreement (the Underwriting Agreement)
approved by the Portfolios Trustees. TPL is not compensated for serving as principal underwriter to the Portfolios. TPL also acts as the investment Advisor to the Trust.
In that regard, TPL has agreed at its own expense to qualify as a broker/dealer under all applicable federal or state laws in those states which the Portfolios shall
from time to time identify to TPL as states in which it wishes to offer its shares for sale, in order that state notice filings may be maintained by the Portfolios.
TPL is a broker/dealer registered with the U.S. Securities and Exchange Commission and is a member in good standing of the Financial Industry Regulatory Authority.
The Portfolios shall continue to bear the expense of all filing or registration fees incurred in connection with the notice filing of shares under state securities laws.
The Underwriting Agreement may be terminated by either party upon 60 days prior written notice to the other party.
Arthur D. Ally is President, Chairman and Trustee of the Trust. Mr. Ally is also President of Timothy Partners, Ltd. Mr. Ally had over eighteen years of
experience in the investment industry prior to becoming president of Timothy Plan, having worked for Prudential Bache, Shearson Lehman Brothers and Investment Management & Research. Some or all of these firms may be utilized by an
investment manager to execute portfolio trades for a Fund. Neither Mr. Ally nor any affiliated person of the Trust will receive any benefit from such transactions.
14
Administrator/Transfer Agent
Gemini Fund Services, LLC, 4221 N. 203rd St, Suite 100, Elkhorn, NE 68022-3474. (previously defined as Gemini), provides transfer agent, portfolio accounting and certain
administrative services to the Trust pursuant to a Fund Services Agreement dated April 18, 2011.
Under the Fund Services Agreement, Gemini provides
administrative services, including: (i) providing services of persons competent to perform such administrative and clerical functions as are necessary to provide effective administration of the Portfolios; (ii) facilitating the performance
of administrative and professional services to the Portfolios by others, including the Portfolios Custodian; (iii) preparing, but not paying for, the periodic updating of the Portfolios Registration Statement, Prospectus and
Statement of Additional Information in conjunction with counsel, including the printing of such documents for the purposes of filings with the SEC and stated securities administrators, and preparing reports to the Portfolios shareholders and
the SEC; (iv) preparing in conjunction with counsel, but not paying for, all filings under the securities or Blue Sky laws of such states or countries as are designated by the Underwriter, which may be required to register or
qualify, or continue the registration or qualification, of each Portfolio and/or its shares under such laws; (v) preparing notices and agendas for meetings of the Board and minutes of such meetings in all matters required by the 1940 Act to be
acted upon by the Board; (vi) overseeing the calculation of performance data; (vii) preparing and maintaining the Portfolios operating expense budget; (viii) coordinating the Portfolios annual audit; and
(ix) monitoring daily and periodic compliance with respect to all requirements and restrictions of the Investment Company Act of 1940, as amended (the 1940 Act), the Internal Revenue Code and the Prospectus.
Under the Fund Services Agreement, Gemini also serves as transfer, dividend disbursing, and shareholder servicing agent for the Portfolios. Under the agreement, Gemini
is responsible for administering and performing transfer agent functions, dividend distribution, shareholder administration, and maintaining necessary records in accordance with applicable rules and regulations. Transfer agency operations are
located at Gemini Fund Services, LLC, 4221 N. 203rd St, Suite 100, Elkhorn, NE 68022-3474.
For the services rendered to the Fund by the Administrator, the Fund
pays the Administrator the greater of an annual minimum fee or an asset based fee, which scales downward based upon net assets for fund administration, fund accounting and transfer agency services.
The applicable insurance company provides certain additional administrative services with respect to shares of the Portfolios purchased in fund variable annuity
contracts and held in the insurance companys separate accounts. These administrative services are provided pursuant to a Participation Agreement which is renewed annually among the insurance company, the Trust and TPL.
Under the Participation Agreement, the Insurance Company maintains the records related to each Portfolios shares held in the companys Separate Accounts,
processes all purchases and redemptions of Portfolio shares within the accounts, and provides other administrative and shareholder services. For its services, the Insurance Company receives an annual fee from the underwriter equal to 0.25% of the
average daily net assets of the Portfolio held in the Insurance Companies Separate Accounts. In the future, the underwriter may enter into participation agreements with other Insurance Companies, which will be independent of existing Agreements.
For the Trusts fiscal periods ended December 31, 2017, 2018 and 2019 the Trust paid the following fees for transfer agency, fund accounting and
administration:
|
|
|
|
|
|
|
|
|
|
|
|
|
Administration Fees
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
Strategic Growth Portfolio
|
|
|
$41,000
|
|
|
|
$33,307
|
|
|
|
$38,392
|
|
Conservative Growth Portfolio
|
|
|
$34,270
|
|
|
|
$24,110
|
|
|
|
$36,317
|
|
Other Service Providers
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The firm of Cohen & Company, Ltd., 1350 Euclid Avenue, Suite 800, Cleveland, OH 44115, has been selected as the independent registered public accounting firm for
the Portfolios for the fiscal year ending December 31, 2020. Cohen & Company, Ltd., performs an annual audit of the Portfolios financial statements and provides financial, tax, and accounting consulting services as requested.
15
Service Agreements
CUSTODIAN
U.S. Bank N.A., 425 Walnut Street,
Cincinnati, Ohio 45202, is custodian of the Portfolios investments. The custodian acts as the Portfolios depository, safe-keeps its portfolio securities, collects all income and other payments with respect thereto, disburses funds at the
Portfolios request and maintains records in connection with its duties.
16
Section 6 | Brokerage Allocation
Brokerage Transactions
The Advisor and each Investment Manager to the Timothy Plan Funds, when effecting the purchases and sales of securities on behalf of the Portfolios or the Funds as
applicable, will seek execution of trades either (i) at the most favorable and competitive rate of commission charged by any broker, dealer or member of an exchange, or (ii) at a higher rate of commission charges if reasonable in relation
to brokerage and research services provided by such member, broker, or dealer. Such services may include, but are not limited to, any one or more of the following: information on the availability of securities for purchase or sale, statistical or
factual information, or opinions pertaining to investments. The Advisor and each Investment Manager to the Timothy Funds may use research and services provided to it by brokers and dealers in servicing all its clients, however, not all such services
will be used by the Advisor in connection with the Portfolios or the Funds, as applicable. The Advisor and each Investment Manager are prohibited from considering brokerage allocation to dealers in consideration of a dealers distribution
efforts of Portfolio or Fund shares. The Board has adopted policies and procedures to detect and prohibit brokerage allocation based on broker/dealer fund share sales.
TPL, through the Investment Managers providing services for the underlying Funds, are responsible for making the Portfolios portfolio decisions subject to
instructions described in the applicable Prospectus. The Board may, however, impose limitations on the allocation of portfolio brokerage.
Securities held by
one Fund may also be held by another Fund or other accounts for which TPL or the Investment Manager serves as an Advisor or held by TPL or the Investment Manager for their own accounts. If purchases or sales of securities for a Fund or other
entities for which they act as investment advisor or for their advisory clients arise for consideration at or about the same time, transactions in such securities will be made, insofar as feasible, for the respective entities and clients in a manner
deemed equitable to all. To the extent that transactions on behalf of more than one client of TPL or the investment manager during the same period may increase the demand for securities being purchased or the supply of securities being sold, there
may be an adverse effect on price.
On occasions when TPL or an Investment Manager deems the purchase or sale of a security to be in the best interests of one or
more Portfolios or other accounts, they may to the extent permitted by applicable laws and regulations, but will not be obligated to, aggregate the securities to be sold or purchased for the Portfolio with those to be sold or purchased for the other
Portfolio or accounts in order to obtain favorable execution and lower brokerage commissions. In that event, allocation of the securities purchased or sold, as well as the expenses incurred in the transaction, will be made by an investment manager
in the manner it considers to be most equitable and consistent with its fiduciary obligations to the Portfolios and to such other accounts. In some cases this procedure may adversely affect the size of the position obtainable for a Portfolio.
The Board regularly reviews the brokerage placement practices of the investment managers on behalf of the Portfolios, and reviews the prices and commissions, if any,
paid by the Portfolios to determine if they were reasonable.
The Advisor also may consider sales of the variable annuity contracts by a broker-dealer as a factor in
the selection of broker-dealers to execute transactions for the Portfolios. In addition, the Advisor may place portfolio trades for both Portfolios, or the Funds as applicable, with affiliated brokers. As stated above, any such placement of trades
will be subject to the ability of the affiliated broker-dealer to provide best execution, the Trusts procedures governing such affiliated trades, and FINRA Conduct Rules.
The Portfolios purchase only shares of the Timothy Funds at NAV, therefore no brokerage commissions are paid by the Portfolios.
Section 7 | Purchase, Redemption,
and Pricing of Shares
Purchase of Shares
Individual investors may not directly purchase shares of the Portfolios. The Portfolios currently offer their shares only to Separate Accounts established by various
Insurance Companies and to certain Qualified Plans. The Portfolios are intended to serve as investment vehicles for variable life insurance, variable annuity and group annuity products of these Insurance Companies or under Qualified Plans. The
general public may not directly purchase shares of the Portfolios. The Trust has received an order from the SEC exempting the Portfolios from certain provisions of the Investment Company Act, which permits the Portfolios to offer their shares to
multiple Investment Companies and Qualified Plans. The Separate Accounts and Qualified Plans will invest in the Portfolios in accordance with the instructions received from Separate Account owners or Plan participants, as applicable. Shares of the
Portfolios are sold at net asset value as described in the Prospectus.
17
Redemption of Shares
The redemption price will be based upon the net asset value per share of a Portfolio next determined after receipt of the redemption request, provided it has been
submitted in the manner described below. The redemption price may be more or less than your cost, depending upon the net asset value per share at the time of redemption.
Payment for shares tendered for redemption is made by check within seven (7) days after tender in proper form, except that each Portfolio reserves the right to
suspend the right of redemption, or to postpone the date of payment upon redemption beyond seven days: (i) for any period during which the New York Stock Exchange is restricted, (ii) for any period during which an emergency exists as
determined by the U.S. Securities and Exchange Commission as a result of which disposal of securities owned by a Portfolio is not reasonably predictable or it is not reasonably practicable for the Portfolios fairly to determine the value of its net
assets, or (iii) for such other periods as the U.S. Securities and Exchange Commission may by order permit for the protection of shareholders of the Portfolios.
Pursuant to the Trusts Agreement and Declaration of Trust, payment for shares redeemed may be made either in cash or
in-kind, or partly in cash and partly in-kind. However, the Trust has elected, pursuant to Rule 18f-1 under the 1940 Act, to
redeem its shares solely in cash up to the lesser of $250,000 or 1% of the net asset value of the Portfolio, during any 90-day period for any one shareholder. Payments in excess of this limit will also be made
wholly in cash unless the Board believes that economic conditions exist which would make such a practice detrimental to the best interests of the Portfolio. Any portfolio securities paid or distributed in-kind
would be valued as described under Other Purchase Information in the prospectus. In the event that an in-kind distribution is made, a shareholder may incur additional expenses, such as the payment
of brokerage commissions, on the sale or other disposition of the securities received from a Portfolio.
In-kind payments
need not constitute a cross-section of a Portfolios portfolio. Where a shareholder has requested redemption of all or a part of the shareholders investment, and where a Portfolio completes such redemption
in-kind, that Portfolio will not recognize gain or loss for federal tax purposes, on the securities used to complete the redemption. The shareholder will recognize gain or loss equal to the difference between
the fair market value of the securities received and the shareholders basis in the Portfolio shares redeemed.
Net Asset
Value
Shares of the Portfolios are offered at net asset value (NAV). NAV per share is calculated by adding the value of each Portfolios
investments, cash and other assets, subtracting liabilities, and then dividing the result by the number of shares outstanding. Each Portfolio generally determines the total value of its shares by using market prices for the securities comprising its
portfolio. Securities for which quotations are not available and any other assets are valued at fair market value as determined in good faith by the Portfolios Investment Manager, in conformity with guidelines adopted by and subject to the
review and supervision of the Board. Each Portfolios per share NAV and public offering price is computed on all days on which the New York Stock Exchange (NYSE) is open for business, at the close of regular trading hours on the
NYSE, currently 4:00 p.m. Eastern Time. In the event that the NYSE closes early, the NAV will be determined as of the time of closing.
Section
8 | Taxation of the Portfolio
Taxation
The Portfolios intend to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code).
In order to so qualify, a Portfolio must, among other things (i) derive at least 90% of its gross income from dividends, interest, payments with respect to
certain securities loans, gains from the sale of securities or foreign currencies, or other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock,
securities or currencies; (ii) distribute at least 90% of its dividends, interest and certain other taxable income each year; and (iii) at the end of each fiscal quarter maintain at least 50% of the value of its total assets in cash,
government securities, securities of other regulated investment companies, and other securities of issuers which represent, with respect to each issuer, no more than 5% of the value of a Portfolios total assets and 10% of the outstanding
voting securities of such issuer, and with no more than 25% of its assets invested in the securities (other than those of the government or other regulated investment companies) of any one issuer or of two or more issuers which the Portfolio
controls and which are engaged in the same, similar or related trades and businesses.
To the extent each Portfolio qualifies for treatment as a regulated investment
company, it will not be subject to federal income tax on income and net capital gains paid to shareholders in the form of dividends or capital gains distributions.
In addition to the diversification requirements applicable to all registered investment companies (RICs), Section 817(h) of the Internal Revenue Code
imposes certain diversification requirements on the assets underlying variable annuity and variable life contracts including, as described herein, when those assets are shares in a RIC. The Portfolios intend to comply with these diversification
regulations. By meeting these and other requirements, participating Insurance Companies, rather than the holders of variable annuity contracts and variable life policies, should be subject to tax on distributions received with respect to shares of
the Portfolios. For further information concerning federal income tax consequences for the holders of variable annuity contracts and variable life policies, such holders should consult the
18
prospectus used in connection with the issuance of their particular contracts or policies. Participating Insurance Companies should consult their own tax advisors as to whether such distributions
are subject to federal income tax if they are retained as part of policy reserves.
An excise tax at the rate of 4% will be imposed on the excess, if any, of a
Portfolios required distributions over actual distributions in any calendar year. Generally, the required distribution is 98% of a Portfolios ordinary income for the calendar year plus 98.2% of its capital gain
net income recognized during the one-year period ending on December 31 plus undistributed amounts from prior years. Each Portfolio intends to make distributions sufficient to avoid imposition of the
excise tax.
The following discussion is only relevant to the extent that the applicable Portfolios shares are held by an entity that is not exempt from
federal income taxes or is subject to the tax on unrelated business taxable income:
Distributions declared by a Portfolio during October, November or December to
shareholders of record during such month and paid by January 31 of the following year will be taxable to shareholders in the calendar year in which they are declared, rather than the calendar year in which they are received. Shareholders will
be subject to federal income taxes on distributions made by a Portfolio whether received in cash or additional shares of the Portfolio. Distributions of net investment income and net short-term capital gains, if any, will be taxable to shareholders
as ordinary income. Distributions of net long-term capital gains, if any, will be taxable to shareholders as long-term capital gains, without regard to how long a shareholder has held shares of a Portfolio. A loss on the sale of shares held for six
months or less will be treated as a long-term capital loss to the extent of any long-term capital gain dividend paid to the shareholder with respect to such shares. Dividends eligible for designation under the dividends received deduction and paid
by a Portfolio may qualify in part for the 70% dividends received deduction for corporations provided, however, that those shares have been held for at least 45 days.
A Portfolio will notify shareholders each year of the amount of dividends and distributions, including the amount of any distribution of long-term capital gains, and the
portion of its dividends which may qualify for the 70% deduction.
The foregoing is a general and abbreviated summary of the applicable provisions of the Code and
Treasury regulations currently in effect. For the complete provisions, reference should be made to the pertinent Code sections and regulations. The Code and regulations are subject to change by legislative or administrative action at any time, and
retroactively.
Dividends and distributions also may be subject to state and local taxes. Certain individuals, trusts and estates may be subject to a Medicare tax of
3.8% (in addition to the regular income tax). The Medicare tax is imposed on the lesser of: (i) the taxpayers investment income, net of deductions properly allocable to such income; or (ii) the amount by which the taxpayers
modified adjusted gross income exceeds certain thresholds ($250,000 for married individuals filing jointly, $200,000 for unmarried individuals and $125,000 for married individuals filing separately). Each Funds distributions are includable in
a shareholders investment income for purposes of this Medicare tax. In addition, any capital gain realized by a shareholder upon the sale or redemption of Portfolio shares is includable in such shareholders investment income for purposes
of this Medicare tax.
Shareholders are urged to consult their tax advisors regarding specific questions as to federal, state and local taxes.
Section 9 | Calculation of
Performance Data
Performance
Performance information for the shares of the Portfolios will vary due to the effect of expense ratios on the performance calculations. Total returns and yields quoted
for the Portfolios include the Portfolios expenses, but do not include charges and expenses attributable to any particular insurance product or qualified plan.
Because shares of the Portfolios may be purchased only through the insurance companies or qualified plans, you should carefully review the Prospectus of your insurance
contract or plan document for information on relevant charges and expenses. Excluding these charges from quotations of the Portfolios performance has the effect of increasing the performance quoted. You should bear in mind the effect of these
charges when comparing the Portfolios performance to that of other mutual funds.
Current yield and total return may be quoted in advertisements, shareholder
reports or other communications to shareholders. Yield is the ratio of income per share derived from the Portfolios investments to a current maximum offering price expressed in terms of percent. The yield is quoted on the basis of earnings
after expenses have been deducted. Total return is the total of all income and capital gains paid to shareholders, assuming reinvestment of all distributions, plus (or minus) the change in the value of the original investment, expressed as a
percentage of the purchase price. Occasionally, the Portfolios may include their distribution rates in advertisements. The distribution rate is the amount of distributions per share made by the Portfolios over a
12-month period divided by the current maximum offering price.
19
U.S. Securities and Exchange Commission rules require the use of standardized performance quotations or, alternatively, that
every non-standardized performance quotation furnished by a Portfolio be accompanied by certain standardized performance information computed as required by the Commission. Current yield and total return
quotations used by the Portfolios are based on the standardized methods of computing performance mandated by the Commission. An explanation of those and other methods used by the Portfolios to compute or express performance follows.
AVERAGE ANNUAL TOTAL RETURN QUOTATION
As the
following formula indicates, the average annual total return is determined by multiplying a hypothetical initial purchase order of $1,000 by the average annual compound rate of return (including capital appreciation/depreciation and dividends and
distributions paid and reinvested) for the stated period less any fees charged to all shareholder accounts and annualizing the result. The calculation assumes the maximum sales load is deducted from the initial $1,000 purchase order and that all
dividends and distributions are reinvested at the net asset value on the reinvestment dates during the period. The quotation assumes the account was completely redeemed at the end of each one, five and
ten-year period and assumes the deduction of all applicable charges and fees. According to the Commission formula:
P(1+T)n = ERV
|
|
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|
|
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|
W H E R E :
|
|
P
|
|
=
|
|
a hypothetical initial payment of $1,000.
|
|
|
|
|
|
|
T
|
|
=
|
|
average annual total return.
|
|
|
|
|
|
|
n
|
|
=
|
|
number of years.
|
|
|
|
|
|
|
ERV
|
|
=
|
|
ending redeemable value of a hypothetical $1,000 payment made at the beginning of the one, five or ten-year periods, determined at the end of the one, five or
ten-year periods (or fractional portion thereof).
|
The advertised after-tax returns for a class of a fund are calculated by equaling an initial
amount invested in a class of a fund to the ending value, according to the following formulas:
After Taxes on Distributions
P(1+T)n = ATVD
After Taxes on Distributions and Redemptions
P(1+T)n - ATVDR
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W H E R E :
|
|
P
|
|
=
|
|
a hypothetical initial payment of $1,000.
|
|
|
|
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|
T
|
|
=
|
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average annual return (after taxes on distributions or after taxes on distributions and redemptions as applicable.
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|
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|
n
|
|
=
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|
number of years.
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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.
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|
|
|
|
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ATVDR
|
|
=
|
|
ending value of a hypothetical $1,000 payment made at the beginning of the one, five or ten-year periods at the end of the one, five or ten-year periods
(or financial portion) after taxes on fund distributions and redemption.
|
Based on these formulas, annualized total returns were as follows for the periods and Portfolios indicated:
|
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|
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Average Annual Returns
(as of 12/31/2019)
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1-Year
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5-Year
|
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10-Year
|
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Inception Date
|
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Strategic Growth Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 01, 2002
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|
Pre-Tax
|
|
|
19.78%
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|
|
|
3.74%
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|
|
|
5.97%
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|
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Pre-Liquidation After-Tax
|
|
|
19.18%
|
|
|
|
2.68%
|
|
|
|
5.22%
|
|
|
|
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|
Post-Liquidation
After-Tax
|
|
|
11.93%
|
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|
|
2.64%
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|
|
|
4.55%
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|
|
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|
Conservative Growth Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 01, 2002
|
|
Pre-Tax
|
|
|
15.68%
|
|
|
|
3.47%
|
|
|
|
5.16%
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|
|
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Pre-Liquidation After-Tax
|
|
|
14.00%
|
|
|
|
2.14%
|
|
|
|
4.05%
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|
|
|
Post-Liquidation
After-Tax
|
|
|
10.02%
|
|
|
|
2.38%
|
|
|
|
3.80%
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|
|
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|
20
YIELD QUOTATION
A yield is determined in accordance with the method defined by the U.S. Securities and Exchange Commission. A yield quotation is based on a 30 day (or one
month) period and is computed by dividing the net investment income per share earned during the period by the maximum offering price per share on the last day of the period, according to the following formula:
Yield = 2[(a-b/cd+1)6 1]
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W H E R E :
|
|
a
|
|
=
|
|
dividends and interest earned during the period.
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b
|
|
=
|
|
expenses accrued for the period (net of reimbursements).
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|
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|
|
c
|
|
=
|
|
the average daily number of shares outstanding during the period that were entitled to receive dividends
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|
|
|
|
|
|
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.
Section 10 | Financial Statements
Each Portfolios financial statements and independent registered public accounting firms report, including the notes thereto, for the
fiscal year ended December
31, 2019, are hereby incorporated by reference from the Portfolios 2019 Annual Report to Shareholders.
Appendix A | Proxy Voting Policy
Preface
Timothy Partners, Ltd.
(Advisor) is registered with the U.S. Securities and Exchange Commission as an investment Advisor under the Investment Advisors Act of 1940, as amended (Advisors Act). Pursuant to an advisory agreement between Advisor and the
Timothy Plan (the Trust), Advisor manages the assets of the Timothy Plan Funds (the Funds). As the investment Advisor to the Portfolios, Advisor is responsible for voting all proxies related to securities held in the
Portfolios investment portfolios. Because the Portfolios Sub-Advisors, under the close scrutiny of the Advisor, perform economic and management analyses of the companies in which the Portfolios are
invested, Advisor looks to the Portfolios Sub-Advisors to vote proxies, and each Sub-Advisors proxy policies and procedures are incorporated herein by
specific reference.
Advisor, consistent with its fiduciary duties and pursuant to Rule 206(4)-6 under the Advisors Act, has
designed this proxy voting policy (the Policy) to reflect its commitment to vote all proxies, when called upon to vote by a Sub-Advisor who perceives a potential conflict or for any other reason,
in a manner consistent with the best interests of the Portfolios shareholders. Sub-Advisors and Advisor, consistent with their duty of care, will monitor corporate actions for those issuers whose
securities holders are called upon to vote. Consistent with its duty of loyalty, Advisor will, in all cases, vote, or cause Sub-Advisors to vote, to promote the Portfolios shareholders best
interests. In determining how to vote proxies, Advisor and Sub-Advisors shall initially review each Proxy subject to perform an analysis of the impact each issue may have pursuant to the moral considerations
set forth in the Prospectus, and shall vote in a manner not inconsistent with those moral considerations. Further, Advisor and Sub-Advisors will not subordinate the economic interest of the Portfolios
shareholders to their own interests or to that of any other entity or interested party.
21
Key Proxy Voting Issues
All votes shall initially be reviewed subject to an analysis of the impact each issue may have pursuant to the moral considerations set forth in the Prospectus.
Subsequent to the moral analysis, all votes shall be on a company-by-company basis, and each issue shall be considered in the context of the company under review, and
the various economic impacts such issues may have on the Portfolios stated investment objectives. Advisor will give great weight to the views of management if and only if the issues involved will not have a negative impact on the
Portfolios shareholder values. In all other cases, Advisor will engage in an independent analysis of the impact that the proposed action will have on shareholder values.
Electing trustees is one of the most important rights of stock ownership that company shareholders can exercise. Advisor believes that company trustees
should act in the long-term best interests of the companys shareholders and the company as a whole. Generally, subsequent to the moral considerations addressed above, when called upon by a Sub-Advisor to
vote, Advisor will vote in favor of trustee nominees that have expressed and/or demonstrated a commitment to the interest of the companys shareholders. Advisor will consider the following factors in deciding how to vote proxies relating to
trustee elections:
|
i.
|
In re-electing incumbent trustees, the long-term performance of the company
relative to its peers Advisor will not vote to re-elect a board if the company has had consistent poor performance relative to its peers in the industry, unless the board has taken or is attempting to
take steps to improve the companys performance.
|
|
ii.
|
Whether the slate of trustee nominees promotes a majority of independent trustees on the full board Advisor
believes that it is in the best interest of all company shareholders to have, as a majority, trustees that are independent of management.
|
|
iii.
|
A trustee nominees attendance at less than 75% of required meetings Frequent
non-attendance at board meetings will be grounds for voting against re-election.
|
|
iv.
|
Existence of any prior SEC violations and/or other criminal offenses Advisor will not vote in favor of a trustee
nominee who, to Advisors actual knowledge, is the subject of SEC or other criminal enforcement actions.
|
Advisor believes
that it is in the shareholders best interests to have bright and experienced trustees serving on a companys board. To this end, Advisor believes that companies should be allowed to establish trustee compensation packages that attract and
retain desirable trustees. Advisor will consider whether proposals relating to trustee compensation are reasonable in relation to the companys performance and resources. Advisor will vote in favor of proposals that seek to impose reasonable
limits on trustee compensation.
In all other issues that may arise relating to the Board of Trustees, Advisor will vote against all proposals that
benefit trustees at the expense of shareholders, and in favor of all proposals that do not unreasonably abrogate the rights of shareholders. As previously stated, each issue will be analyzed on an issue-by-issue basis.
Corporate governance issues may include, but are not limited to, the following: (i) corporate defenses, (ii) corporate restructuring proposals,
(iii) proposals affecting the capital structure of a company, (iv) proposals regarding executive compensation, or (v) proposals regarding the independent auditors of the company. When called upon by a
Sub-Advisor to vote, advisor will consider the following:
|
i.
|
Corporate Defenses | Although Advisor will review each proposal on a case-by-case basis, Advisor will generally vote against management proposals that (a) seek to insulate management from all threats of change in control, (b) provide the board with veto power against
all takeover bids, (c) allow management or the board of the company to buy shares from particular shareholders at a premium at the expense of the majority of shareholders, or (d) allow management to increase or decrease the size of the
board at its own discretion. Advisor will only vote in favor of those proposals that do not unreasonably discriminate against a majority of shareholders, or greatly alter the balance of power between shareholders, on one side, and management and the
board, on the other.
|
|
ii.
|
Corporate Restructuring | These may include mergers and acquisitions, spin-offs, asset sales, leveraged buy-outs and/or liquidations. In determining the vote on these types of proposals, Advisor will consider the following factors: (a) whether the proposed action represents the best means of enhancing shareholder
values, (b) whether the companys long-term prospects will be positively affected by the proposal, (c) how the proposed action will impact corporate governance and/or shareholder rights, (d) how the proposed deal was negotiated,
(e) whether all shareholders receive equal/fair treatment under the terms of the proposed action, and/or (f) whether shareholders could realize greater value through alternative means.
|
|
iii.
|
Capital Structure | Proposals affecting the capital structure of a company may have significant impact on
shareholder value, particularly when they involve the issuance of additional stock. As such, Advisor will vote in favor of proposals to increase the authorized or outstanding stock of the company only when management provides persuasive business
justification for the increase, such as to fund acquisitions, recapitalization or debt restructuring. Advisor will vote against proposals that unreasonably dilute shareholder value or create classes of stock with unequal voting rights if, over time,
such action may lead to a concentration of voting power in the hands of a few insiders.
|
22
|
iv.
|
Executive Compensation | Advisor believes executives should be compensated at a reasonable rate and that companies
should be free to offer attractive compensation packages that encourage high performance in executives because, over time, it will increase shareholder values. Advisor also believes however, that executive compensation should, to some extent, be
tied to the performance of the company. Therefore, Advisor will vote in favor of proposals that provide challenging performance objectives to company executives, and which serve to motivate executives to better performance. Advisor will vote against
all proposals that offer unreasonable benefits to executives whose past performance has been less than satisfactory.
|
|
|
Advisor will vote against shareholder proposals that summarily restrict executive compensation without regard to the
companys 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 Companys
independent auditors must be approved by the Companys audit committee, which typically includes only those independent trustees who are not affiliated with or compensated by the Company, except for trustees fees. In reliance on the audit
committees recommendation, Advisor generally will vote to ratify the employment or retention of a Companys 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 Companys financial position.
|
State law provides shareholders of a company with various rights, including, but not limited to, cumulative voting, appraisal rights, the ability to call
special meetings, the ability to vote by written consent and the ability to amend the charter or bylaws of the company. When called upon by a Sub-Advisor to vote, Advisor will carefully analyze all proposals
relating to shareholder rights and will vote against proposals that seek to eliminate existing shareholder rights or restrict the ability of shareholders to act in a reasonable manner to protect their interest in the company. In all cases, Advisor
will vote in favor of proposals that best represent the long-term financial interest of Fund shareholders.
4.
|
Social and Environmental Issues
|
When called upon by a Sub-Advisor to vote, in determining how to vote proxies in this category, Advisor will
consider the following factors:
|
|
|
Whether the proposal creates a stated position that could affect the companys reputation and/or operations, or leave
it vulnerable to boycotts and other negative consumer responses;
|
|
|
|
The percentage of assets of the company that will be devoted to implementing the proposal;
|
|
|
|
Whether the issue is more properly dealt with through other means, such as through governmental action;
|
|
|
|
Whether the company has already dealt with the issue in some other appropriate way; and
|
|
|
|
What other companies have done in response to the issue.
|
While Advisor generally supports shareholder proposals that seek to create good corporate citizenship, Advisor will vote against proposals that would tie
up a large percentage of the assets of the company. Advisor believes that such proposals are inconsistent with its duty to seek long-term value for Fund shareholders. Advisor will also evaluate all proposals seeking to bring to an end certain
corporate actions to determine whether the proposals adversely affect the ability of the company to remain profitable. Advisor will vote in favor of proposals that enhance or do not negatively impact long-term shareholder values.
Proxy Voting Procedures
1.
|
The Proxy Voting Officer
|
Advisor hereby appoints Mr. Terry Covert as the person responsible for voting all proxies relating to securities held in the Portfolios
accounts (the Proxy Voting Officer) when called upon by a Sub-Advisor to vote. The Proxy Voting Officer shall take all reasonable efforts to monitor corporate actions, obtain all information
sufficient to allow an informed vote on the matter, and ensure that all proxy votes are cast in a timely fashion and in a manner consistent with this Policy.
If, in the Proxy Voting Officers reasonable belief, it is in the best interest of the Portfolio shareholders to cast a particular vote in a manner
that is contrary to this policy, the Advisor shall submit a request for a waiver to the Board of Trustees of the Trust (the Board), stating the facts and reasons for the Proxy Voting Officers belief. The Proxy Voting Officer shall
proceed to vote the proxy in accordance with the decision of the Board.
23
In addition, if, in the Proxy Voting Officers reasonable belief, it is in the best interest of the
Portfolio shareholders to abstain from voting on a particular proxy solicitation, the Proxy Voting Officer shall make a record summarizing the reasons for the Proxy Voting Officers belief and shall present this summary to the Board along with
other reports required in Section 3 below.
2.
|
Conflict of Interest Transactions
|
The Proxy Voting Officer shall submit to the Trusts Board of Trustees all proxy solicitations that, in the Proxy Voting Officers reasonable
belief, present a conflict between the interests of the Portfolio shareholders on one hand, and those of an Advisor or any of its affiliated persons/entities (each, an Advisory Entity). Conflict of interest transactions include, but are
not limited to, situations where:
|
1.
|
an Advisory Entity has a business or personal relationship with the participant of a proxy contest such as members of the
issuers management or the soliciting shareholder(s);
|
|
2.
|
an Advisory Entity provides advisory, brokerage, underwriting, insurance or banking or other services to the issuer whose
management is soliciting proxies;
|
|
3.
|
an Advisory Entity has a personal or business relationship with a candidate for trusteeship; or
|
|
4.
|
an Advisory Entity manages a pension plan or administers an employee benefit plan, or intends to pursue an opportunity to
do so.
|
In all such cases, the materials submitted to the Board shall include the name of the affiliated party whose interests in
the transaction are believed to be contrary to the interests of the Portfolios, a brief description of the conflict, and any other information in the Proxy Voting Officers possession that would enable the Board to make an informed decision on
the matter. The Proxy Voting Officer shall vote the proxy in accordance with the direction of the Board.
3.
|
Report to the Board of Trustees
|
The Proxy Voting Officer shall, from reports received from Sub-Advisors and votes cast when called upon by a Sub-Advisor to vote, compile and present to the Board of Trustees an annual report of all proxy solicitations received by the Portfolios, including for each proxy solicitation, (i) the name of the issuer;
(ii) the exchange ticker symbol for the security; (iii) the CUSIP number; (iv) the shareholder meeting date; (iv) a brief identification of the matter voted on; (v) whether the matter was proposed by the management or by a
security holder; (vi) whether the Proxy Voting Officer cast its vote on the matter and if not, an explanation of why no vote was cast; (vii) how the vote was cast (i.e., for or against the proposal); (viii) whether the vote was cast
for or against management; and (ix) whether the vote was consistent with this Policy, and if inconsistent, an explanation of why the vote was cast in such manner. The report shall also include a summary of all transactions which, in the Proxy
Voting Officers reasonable opinion, presented a potential conflict of interest, and a brief explanation of how each conflict was resolved.
4.
|
Responding to Fund Shareholders Request for Proxy Voting Disclosure
|
Consistent with this Policy, Sub-Advisors shall submit to Timothy Partners, Ltd.
a complete proxy voting record to be filed with the U.S. Securities and Exchange Commission on an annual basis for each period ending June 30th on SEC Form
N-PX. In addition, the Proxy Voting Officer shall make the Portfolios proxy voting record available to any Portfolio shareholder who may wish to review such record through The Timothy Plan website. The
Timothy Plan website shall notify shareholders of the Portfolio that the Portfolios proxy voting record and a copy of this Policy is available, without charge, to the shareholders by calling the Trusts toll-free number as listed in its
current prospectus. Timothy Partners shall respond to all shareholder requests for records within three business days of such request by first-class mail or other means designed to ensure prompt delivery.
Record Keeping
In connection with this Policy,
the Proxy Voting Officer, when called upon by a Sub-Advisor to vote, shall maintain a record of the following:
|
1.
|
copies of all proxy solicitations received by the Portfolio, including a brief summary of the name of the issuer of the
portfolio security, the exchange ticker symbol for the security, the CUSIP number, and the shareholder meeting date;
|
|
2.
|
a reconciliation of the proxy solicitations received and number of shares held by the Portfolio in the company;
|
|
3.
|
the analysis undertaken to ensure that the vote cast is consistent with this Policy;
|
|
4.
|
copies, if any, of all waiver requests submitted to the Board and the Boards final determination relating thereto;
|
|
5.
|
copies, if any, of all documents submitted to the Board relating to conflict of interest transactions and the Boards
final determination relating thereto;
|
|
6.
|
copies of any other documents created or used by the Proxy Voting Officer in determining how to vote the proxy;
|
|
7.
|
copies of all votes cast;
|
|
8.
|
copies of all quarterly summaries presented to the Board; and
|
24
|
9.
|
copies of all shareholder requests for the Portfolios proxy voting record and responses thereto.
|
All records required to be maintained under this Policy shall be maintained in the manner and for such period as is consistent with other records
required to be maintained by Advisor pursuant to Rule 204-2 of the Advisors Act. Copies shall be provided to Timothy Partners, Ltd. promptly upon request.
Summary
Timothy Partners, Ltd. (the
Advisor) is registered with the U.S. Securities and Exchange Commission as an Investment Advisor under the Investment Advisors Act of 1940, as amended (the Advisors Act). Pursuant to an advisory agreement between Advisor and
The Timothy Plan (the Trust), the Advisor manages the assets of The Timothy Plan Family of Funds (the Funds). As the Investment Advisor to the Portfolios, Advisor is responsible for voting all proxies related to securities
held in their investment portfolios. With the approval of the Board of Trustees of the Trust (the Board), the Advisor has delegated day-to-day money
management responsibilities for certain of the Portfolios to Sub-Advisors. Because a Funds Sub-Advisor, under the close scrutiny of the Advisor, monitors and
reviews the companies in which the Portfolio invests, the Advisor has delegated its authority to vote proxies to the Portfolios Sub-Advisor. Each
Sub-Advisors proxy voting policies and procedures have been reviewed by the Advisor and the Board.
Advisor, consistent
with its fiduciary duties and pursuant to Rule 206(4)-6 under the Advisors Act, will vote, or cause the Portfolios Sub-Advisors to vote, proxies in a manner that
promotes the shareholders best interests. In determining how to vote proxies, Advisor and the Sub-Advisors shall review each proxy proposal, analyze the impact each proposal may have on the moral
considerations set forth in the Portfolios Prospectus, and shall vote in a manner not inconsistent with those moral considerations. Advisor and the Sub-Advisors will not subordinate the economic
interests of the Portfolios shareholders to their own interests or to that of any other entity or interested party. In the event that a conflict of interest arises between Advisor or a Sub-Advisor and a
Portfolio, a complete description of the conflict will be presented to the Board, and the proxy will be voted as directed by the Board.
A copy of Advisor Proxy
Voting Policies and Procedures may be obtained by calling The Timothy Plan at (800) 846-7526 or may be viewed on line at www.timothyplan.com. A copy also may be obtained from Fund documents filed with the
SEC at its website www.sec.gov. A record of the actual proxy votes cast by each Portfolio also is available upon request made to The Timothy Plan either by phone at (800) 846-7526 or by contacting Timothy
Plan on its website (www.timothyplan.com).
25