DEF 14A
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v011904_def14a.txt
SCHEDULE 14A (RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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TIMOTHY PLAN
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TIMOTHY PLAN
1304 West Fairbanks Avenue
Winter Park, FL 32789
Toll Free: 800-846-7526
Offering the Following Family of Funds:
Timothy Plan Aggressive Growth Fund Timothy Plan Large/Mid-Cap Growth Fund
Timothy Plan Small-Cap Value Fund Timothy Plan Mid/Large-Cap Value Fund
Timothy Plan Patriot Fund Timothy Plan Fixed Income Fund
Timothy Plan Money Market Fund Timothy Plan Strategic Growth Fund
Timothy Plan Conservative Growth Fund Timothy Plan Small-Cap Variable Series
Timothy Plan Conservative Growth Variable Series Timothy Plan Strategic Growth Variable Series
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of all Timothy Plan Funds:
The Timothy Plan (the "Trust") is holding a special meeting (the "Special
Meeting") of its shareholders on Friday February 25, 2005 at 10:00 a.m., Eastern
Time. The meeting will be held at the offices of the Trust's Administrator,
Citco Mutual Fund Services, Inc., located at 83 General Warren Blvd., Suite 200,
Malvern, PA 19355.
The Trust is a Delaware business trust, operating as a registered management
investment company. The Trust currently offers shares of the ten above-noted
series to the public (each a "Fund" and together the "Funds"). The Trust further
has divided shares of one or more Funds into various classes of shares. The
Trust currently offers Class A shares, which are sold with a front-end sales
charge, Class C shares, which are sold with a contingent deferred sales charge
("CDSC") that may be imposed on redemptions for a period of thirteen months
after purchase and are subject to a continuing 12b-1 fee, No-Load shares (Money
Market Fund only) and has previoulsy offered Class B shares, which are offered
with a CDSC that declines to zero over a period of years. This proxy statement
relates to all share classes of all Funds.
The Special Meeting is being held for the following purposes:
1. To elect twelve (12) trustees, each of whom will serve until his or her
successor is duly qualified and elected; and
2. To transact such other business as may properly come before the meeting.
The matters referred to above are discussed in detail in the proxy statement
enclosed with this notice.
The Board of Trustees has fixed the close of business on January 15, 2005 as the
record date for determining shareholders entitled to notice of and to vote at
the Special Meeting. Each share of each Fund is entitled to one vote and a
proportionate fractional vote for each fractional share held. You are cordially
invited to attend the Special Meeting. If you are unable to attend the Special
Meeting, please complete, date, sign and return the enclosed proxy card in the
enclosed postage paid return envelope or by facsimile. It is very important that
you return your signed proxy card promptly so that a quorum may be ensured and
the costs of further solicitations avoided. As always, we thank you for your
confidence and support.
By Order of the Board of Trustees,
/s/ Arthur D. Ally
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ARTHUR D. ALLY
President
January 28, 2005
TIMOTHY PLAN
1304 West Fairbanks Avenue
Winter Park, FL 32789
Toll Free: 800-846-7526
Offering the Following Family of Funds:
Timothy Plan Aggressive Growth Fund Timothy Plan Large/Mid-Cap Growth Fund
Timothy Plan Small-Cap Value Fund Timothy Plan Mid/Large-Cap Value Fund
Timothy Plan Patriot Fund Timothy Plan Fixed Income Fund
Timothy Plan Money Market Fund Timothy Plan Strategic Growth Fund
Timothy Plan Conservative Growth Fund Timothy Plan Small-Cap Variable Series
Timothy Plan Conservative Growth Variable Series Timothy Plan Strategic Growth Variable Series
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PROXY STATEMENT
DATED JANUARY 28, 2005
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SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 25, 2005
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INTRODUCTION
The Board of Trustees (the "Board") of Timothy Plan (the "Trust") has voted to
call a special meeting (the "Special Meeting") of all shareholders of each of
the separate series listed above (each a "Fund" and together the "Funds"),
representing all of the Funds offered by the Trust, in order to seek shareholder
approval of a single proposal relating to the Trust. The meeting will be held at
the offices of the Trust's Administrator, Citco Mutual Fund Services, Inc.,
located at 83 General Warren Blvd., Suite 200, Malvern, PA 19355., at 10:00
a.m., Eastern Time, on Friday, February 25, 2005. If you expect to attend the
Special Meeting in person, please call the Trust at 1-800-846-7526 to inform
them of your intentions.
ITEMS FOR CONSIDERATION
The Board is asking you to approve a single proposal, the election of twelve
persons to serve as Trustees on the Board until such time as their successors
shall be duly qualified and elected.
WHO MAY VOTE
All shareholders of all Funds who own shares as of the close of business on
January 15, 2005 (the "Record Date") are entitled to vote on the proposal. The
number of shares for each class of shares outstanding for each Fund as of the
Record Date is listed in Appendix A to this proxy statement.
VOTING BY PROXY
The simplest and quickest way for you to vote is to complete, sign and date the
enclosed proxy card and mail it back to the Trust in the envelope provided, or
fax it back to the Trust at 610-232-1777. The Board urges you to fill out and
return your proxy card even if you plan to attend the Special Meeting. Returning
your proxy card will not affect your right to attend the Special Meeting and
vote.
The Board has named Theresa McNamee and Terry Covert as proxies, and their names
appear on your proxy card(s). By signing your proxy card and returning it, you
are appointing those persons to vote for you at the Special Meeting. If you
properly fill in your proxy card and return it to the Trust in time to vote, one
of the appointed proxies will vote your shares as you have directed. If you sign
and return your proxy card, but do not make specific choices, one of the
appointed proxies will vote your shares on the proposal as recommended by the
Board.
If an additional matter is presented for vote at the Special Meeting, one of the
appointed proxies will vote in accordance with his/her best judgment. At the
time this proxy statement was printed, the Board was not aware of any other
matter that needed to be acted upon at the Special Meeting other than the sole
proposal discussed in this proxy statement.
If you appoint a proxy by signing and returning your proxy card, you can revoke
that appointment at any time before it is exercised. You can revoke your proxy
by sending in another proxy with a later date, by notifying the Trust's
Secretary in writing, that you have revoked your proxy prior to the Special
Meeting, at the following address: Mr. Terry Covert, The Timothy Plan, 1304 West
Fairbanks Avenue, Winter Park, FL 32789, or by attending the Special Meeting and
voting in person.
VOTING IN PERSON
If you attend the meeting and wish to vote in person, you will be given a ballot
when you arrive. If you have already voted by proxy and wish to vote in person
instead, you will be given an opportunity to do so during the Special Meeting.
If you attend the Special Meeting, but your shares are held in the name of your
broker, bank or other nominee, you must bring with you a letter from that
nominee stating that you are the beneficial owner of the shares on the Record
Date and authorizing you to vote.
BOARD RECOMMENDATION
The proxy is solicited by the Board of Trustees of the Trust which recommends a
vote "For All" the nominees described in this proxy statement.
REQUIREMENT OF A QUORUM AND VOTE NEEDED TO ELECT TRUSTEES
A quorum is the number of outstanding shares, as of the Record Date, that must
be present, in person or by proxy, in order for the Trust to hold a valid
shareholder meeting. The Trust cannot hold a valid shareholder meeting unless
there is a quorum of shareholders present in person or by proxy. The Trust's
Agreement and Declaration of Trust requires that the presence, in person or by
proxy, of a majority of the shares entitled to vote on a matter shall constitute
a quorum, unless a larger number of shares is required pursuant to law. For this
Special Meeting, a majority of the outstanding shares of the Trust, in the
aggregate, as of the Record Date, is required for a quorum.
Under rules applicable to broker-dealers, if your broker holds your shares in
its name, the broker is allowed to vote your shares on the election of Trustees
even if it has not received voting instructions from you. Broker non-votes and
abstentions with respect to a proposal count as present solely for purposes of
establishing a quorum, but will not count as votes against each nominee.
Assuming a quorum of shareholders is present at the Special Meeting, the
affirmative vote of a plurality of the votes cast for each nominee is required
in order for the nominee to be elected as a Trustee. This means that, assuming a
quorum is present, the twelve persons who receive the most votes will be elected
as Trustees, even if none of those persons receives an outright majority of
votes. In an uncontested election of Trustees, as appears to be the case here,
the plurality requirement is not a factor.
ADJOURNMENTS
In the event that a quorum is not present at the Special Meeting, the persons
named as proxies may propose one or more adjournments of the Special Meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented at the Special
Meeting in person or by proxy and entitled to vote at the Meeting. Signed
proxies that have been returned to the Trust without any indication of how the
shareholder wished to vote will be voted in favor of the proposal to adjourn the
Special Meeting.
COSTS OF THE SPECIAL MEETING
The Trust is paying the costs of the shareholder meeting, proxy solicitation,
and any adjournments.
WHO TO CALL WITH QUESTIONS
At your request, the Trust will send you a free copy of its most recent audited
annual report, dated December 31, 2003, and its most recent subsequent
semi-annual report, dated June 30, 2004. Please call the Trust at 1-800-846-7526
to request an annual and/or semi-annual report, or with any questions you may
have relating to this proxy statement.
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PROPOSAL # 1. ELECTION OF TWELVE TRUSTEES TO THE BOARD
WHO ARE THE NOMINEES FOR TRUSTEE?
The Board has approved the nomination of Arthur D. Ally, Joseph E. Boatwright,
Mathew D. Staver, Charles E. Nelson, Wesley W. Pennington, Scott Preissler, Alan
W. Ross, Richard W. Copeland, William W. Johnson, Kathryn T. Martinez, John C.
Mulder and David J. Tolliver each to serve as a Trustee until his successor has
been elected and duly qualified.
Messrs. Ally, Boatwright, Staver, Nelson, Pennington, Preissler and Ross
presently serve as Trustees to the Trust and each Fund. Mr. Ally currently also
serves as President and Treasurer of the Trust and Chairman of the Board of
Trustees. Mr. Boatwright also currently serves as Secretary to the Trust. Mr.
Preissler and Mr. Ross were appointed as Trustees by the Board in January, 2004
to fill vacancies created by the resignation of two Trustees. Mr. Copeland, Mr.
Johnson, Ms. Martinez, Mr. Mulder and Mr. Tolliver are being proposed as
Trustees for the first time.
No Trustee or nominee is a party adverse to the Trust or any of its affiliates
in any material legal proceeding, nor does any Trustee or nominee have a
materially adverse interest to the Trust. Each nominee has consented to serve if
elected. To the best knowledge of the Trust, as of January 15, 2005, no Trustee
or nominee owned, individually, more than 1% of any Class of shares of any Fund,
and the Trustees and nominees, in the aggregate, owned less than 5% of any
shares of the Trust.
The following tables set forth information concerning each Trustee and Nominee:
INTERESTED TRUSTEES
The following Trustee Nominees are considered to be "Interested Persons" of the
Trust as that term is defined in the Investment Company Act of 1940, as amended
(the "1940 Act").
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NUMBER OF PORTFOLIOS
POSITION(S) TERM OF OFFICE IN FUND COMPLEX OVERSEEN BY
NAME, AGE & ADDRESS HELD WITH TRUST AND LENGTH OF TIME SERVED TRUSTEE
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ARTHUR D. ALLY* President, Chairman, Indefinite: Trustee, Chairman and 12
Trustee President since 1994
1304 West Fairbanks
Ave.
Winter Park, FL
Age: 63
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OTHER DIRECTORSHIPS
PRINCIPAL OCCUPATION DURING PAST 5 YEARS HELD BY TRUSTEE
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President and controlling shareholder of Covenant Funds, Inc. None
("CFI"), a holding company. President and General Partner of
Timothy Partners, Ltd. ("TPL"), investment adviser and principal
underwriter to each series of the Trust. CFI is also the managing
general partner of TPL.
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NUMBER OF PORTFOLIOS
POSITION(S) TERM OF OFFICE IN FUND COMPLEX OVERSEEN BY
NAME, AGE & ADDRESS HELD WITH TRUST AND LENGTH OF TIME SERVED TRUSTEE
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JOSEPH E. Trustee, Secretary Indefinite: Trustee and 12
BOATWRIGHT** Secretary since 1995
1410 Hyde Park Drive
Winter Park, FL
Age: 75
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OTHER DIRECTORSHIPS
PRINCIPAL OCCUPATION DURING PAST 5 YEARS HELD BY TRUSTEE
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Retired Minister. Currently serves as a consultant to the Greater None
Orlando Baptist Association. Served as Senior Pastor to Aloma
Baptist Church from 1970 - 1996
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NUMBER OF PORTFOLIOS
POSITION(S) TERM OF OFFICE IN FUND COMPLEX OVERSEEN BY
NAME, AGE & ADDRESS HELD WITH TRUST AND LENGTH OF TIME SERVED TRUSTEE
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MATHEW D. STAVER** Trustee Indefinite: Trustee, since 2000 12
210 East Palmetto
Avenue
Longwood, FL
Age: 48
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OTHER DIRECTORSHIPS
PRINCIPAL OCCUPATION DURING PAST 5 YEARS HELD BY TRUSTEE
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Attorney specializing in free speech, appellate practice
and None religious liberty constitutional law. Founder of
Liberty Counsel, a religious civil liberties education and
legal defense organization.
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* Mr. Ally is an "interested" Trustee, as that term is defined in the 1940 Act,
because of his positions with and financial interests in CFI and TPL.
** Messrs. Boatwright and Staver are "interested" Trustees, as that term is
defined in the 1940 Act, because each has a limited partnership interest in TPL.
INDEPENDENT TRUSTEES
The Following Trustee Nominees are considered to be "Disinterested Persons" of
the Trust. These persons are also commonly known as "Independent Persons",
meaning that they have no direct affiliation with the Trust, the Advisor, any
Sub-Advisor, the Underwriter or a Service provider to the Trust, and do not hold
significant equity positions an any of those entities.
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NUMBER OF PORTFOLIOS
POSITION(S) TERM OF OFFICE IN FUND COMPLEX OVERSEEN BY
NAME, AGE & ADDRESS HELD WITH TRUST AND LENGTH OF TIME SERVED TRUSTEE
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CHARLES E. NELSON Trustee Indefinite: Trustee since 2000 12
1145 Cross Creek
Circle
Altamonte Springs, FL
Age: 71
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OTHER DIRECTORSHIPS
PRINCIPAL OCCUPATION DURING PAST 5 YEARS HELD BY TRUSTEE
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Certified Public Accountant. Director of Operations, National None
Multiple Sclerosis Society Mid Florida Chapter. Formerly Director
of Finance, Hospice of the Comforter, Inc. Formerly Comptroller,
Florida United Methodist Children's Home, Inc. Formerly Credit
Specialist with the Resolution Trust Company and Senior Executive
Vice President, Barnett Bank of Central Florida. Formerly Managing
Partner, Arthur Anderson, CPA firm, Orlando, Florida branch
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NUMBER OF PORTFOLIOS
POSITION(S) TERM OF OFFICE IN FUND COMPLEX OVERSEEN BY
NAME, AGE & ADDRESS HELD WITH TRUST AND LENGTH OF TIME SERVED TRUSTEE
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WESLEY W. PENNINGTON Trustee Indefinite: Trustee since 1994 12
442 Raymond Avenue
Longwood, FL
Age: 75
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OTHER DIRECTORSHIPS
PRINCIPAL OCCUPATION DURING PAST 5 YEARS HELD BY TRUSTEE
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Retired Air Force Officer. Past President, Westwind Holdings, Inc., None
a development company, since 1997. Past President and controlling
shareholder, Weston, Inc., a fabric treatment company, from
1979-1997. President, Designer Services Group, 1980-1988.
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NUMBER OF PORTFOLIOS
POSITION(S) TERM OF OFFICE IN FUND COMPLEX OVERSEEN BY
NAME, AGE & ADDRESS HELD WITH TRUST AND LENGTH OF TIME SERVED TRUSTEE
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SCOTT PREISSLER, Trustee Indefinite: Trustee since January, 2004 12
PH.D.
P.O. Box 50434
Indianapolis, IN
46250
Age: 45
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OTHER DIRECTORSHIPS
PRINCIPAL OCCUPATION DURING PAST 5 YEARS HELD BY TRUSTEE
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President and CEO of Christian Stewardship Association. None
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NUMBER OF PORTFOLIOS
POSITION(S) TERM OF OFFICE IN FUND COMPLEX OVERSEEN BY
NAME, AGE & ADDRESS HELD WITH TRUST AND LENGTH OF TIME SERVED TRUSTEE
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ALAN W. ROSS Trustee Indefinite: Trustee since January, 2004 12
11210 West Road
Roswell, GA
Age: 54
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OTHER DIRECTORSHIPS
PRINCIPAL OCCUPATION DURING PAST 5 YEARS HELD BY TRUSTEE
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CEO of Corporate Development Institute, which he founded in 1999. None
Previously served as President and CEO of Fellowship of Companies for
Christ. Author of three books: Beyond World Class, Unconditional
Excellence, and Breaking Through to Prosperity.
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NUMBER OF PORTFOLIOS
POSITION(S) TERM OF OFFICE IN FUND COMPLEX OVERSEEN BY
NAME, AGE & ADDRESS HELD WITH TRUST AND LENGTH OF TIME SERVED TRUSTEE
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RICHARD W. Trustee Nominee Indefinite: Mr. Copeland is standing 12
COPELAND for election for the first time.
1112 Glen Falls Road
Deland, FL
Age: 58
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OTHER DIRECTORSHIPS
PRINCIPAL OCCUPATION DURING PAST 5 YEARS HELD BY TRUSTEE
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Private practicing attorney for the last 31 years, specializing in None
wills, trust, probate and estate planning. Also Associate Professor
of Accounting, Stetson University School of Business. B.A from
Mississippi College- 1969. JD from University of Florida- 1972. LLM
from University of Miami- 1973
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NUMBER OF PORTFOLIOS
POSITION(S) TERM OF OFFICE IN FUND COMPLEX OVERSEEN BY
NAME, AGE & ADDRESS HELD WITH TRUST AND LENGTH OF TIME SERVED TRUSTEE
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WILLIAM W. Trustee Nominee Indefinite: Mr. Johnson is standing for 12
JOHNSON election for the first time.
8058 W. 44th Street
Fremont, MI
Age: 58
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OTHER DIRECTORSHIPS
PRINCIPAL OCCUPATION DURING PAST 5 YEARS HELD BY TRUSTEE
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President and Director of the American Decency Association. Masters Director, American Decency
of Religious Education, Grand Rapids Business Seminary- 1983. BS, Association
Michigan State University- 1971.
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NUMBER OF PORTFOLIOS
POSITION(S) TERM OF OFFICE IN FUND COMPLEX OVERSEEN
NAME, AGE & ADDRESS HELD WITH TRUST AND LENGTH OF TIME SERVED BY TRUSTEE
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KATHRYN T. Trustee Nominee Indefinite: Ms. Martinez is standing for 12
MARTINEZ election for the first time.
4398 New Brad Street
Orlando, FL
Age: 55
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OTHER DIRECTORSHIPS
PRINCIPAL OCCUPATION DURING PAST 5 YEARS HELD BY TRUSTEE
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Executive Chair of the International Committee for the National Race None
for the Cure, since 2003. Chair of and Participant in numerous
committees and charitable foundations. Master Gardener and Teacher,
1998-2003. MAT in English, Rollins College, Winter Park, FL- 1980.
BA, Florida Sate University- 1971
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NUMBER OF PORTFOLIOS
POSITION(S) TERM OF OFFICE IN FUND COMPLEX OVERSEEN BY
NAME, AGE & ADDRESS HELD WITH TRUST AND LENGTH OF TIME SERVED TRUSTEE
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JOHN C. Trustee Nominee Indefinite: Mr. Mulder is standing for 12
MULDER election for the first time.
15580 Pineedle Court
Colorado Springs, CO
Age: 54
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OTHER DIRECTORSHIPS
PRINCIPAL OCCUPATION DURING PAST 5 YEARS HELD BY TRUSTEE
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President of Christian Community Foundation and National Foundation, Director, Christian
Inc., since 2001. Formerly District manager of a large regional bank Community Foundation
and trust company and CEO of Technology Concepts, Inc., a real estate
software and internet sales company. Over 22 years executive Director, National
experience in the financial services industry. BA, Wheaton College, Foundation, Inc.
Wheaton IL- 1972. MBA, University of Chicago- 1974.
Director, Charities
Support Foundation
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NUMBER OF PORTFOLIOS
POSITION(S) TERM OF OFFICE IN FUND COMPLEX OVERSEEN BY
NAME, AGE & ADDRESS HELD WITH TRUST AND LENGTH OF TIME SERVED TRUSTEE
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DAVID J. Trustee Nominee Indefinite: Mr. Tolliver is standing for 12
TOLLIVER election for the first time.
4000 East Maplewood
Excelsior Springs, MO
Age: 54
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OTHER DIRECTORSHIPS
PRINCIPAL OCCUPATION DURING PAST 5 YEARS HELD BY TRUSTEE
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Pastor, Pisgah Baptist Church, Excelsior Springs, MO. Formerly Trustee, Midwestern
served as Pastor at a number of other churches from 1986. Doctor of Baptist Theological
Ministry, Midwestern Baptist Theological Seminary, Kansas City MO- Seminary
1995. Master of Divinity, Midwestern Baptist Theological Seminary,
Kansas City MO- 1990. BBA, Dallas Baptist University, Dallas, TX- Trustee, Southwest Baptist
1985 University
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WHY ARE TRUSTEES BEING ELECTED AT THE PRESENT TIME?
Pursuant to a newly enacted rule under the 1940 Act, by January 2006, boards of
trustees of mutual funds such as the Trust will be required to have not more
than 25% of its board members be considered as "interested persons", as that
term is defined in the 1940 Act. In November, 2004, the Board considered the
future needs of the Trust as new Funds were added and the upcoming changes to
the federal rules governing the Board. After full discussion, the Board decided
to expand from nine to twelve members and to limit the Board to no more than
three "interested" Trustees, as that term is defined in the 1940 Act. The Board
formed a nominating committee composed of Mr. Pennington and Mr. Nelson, who
began seeking qualified nominees to fill the existing vacancies and to fill the
new Trusteeships authorized by the Board. In late December, 2004, the nominating
committee proposed the persons described above as trustees, and the Board,
including the current independent trustees separately where required, nominated
the persons described above as Trustees, called for a special meeting of the
shareholders, and directed management of the Trust to take all necessary steps
to effect the vote of the Board.
If the Trust's shareholders approve Proposal # 1, the Board will be composed of
three "interested" Trustees and nine independent Trustees. Accordingly, 75% of
the Board will be composed of independent Trustees.
HOW LONG DO TRUSTEES SERVE ON THE BOARD?
Trustees may serve on the Board until their successors are elected and qualified
at a meeting of the Trust's shareholders. Because the Trust generally is not
required to call periodic shareholder meetings, the Trustees may serve for an
indefinite period of time. A Trustee may retire or resign at any time, and a
Trustee may be removed from office at any time by a majority vote of the then
sitting Trustees or by two-thirds vote of the outstanding shares of the Trust.
WHAT ARE THE BOARD'S RESPONSIBILITIES?
The Board is responsible for the general management and oversight of the Trust's
business affairs and for assuring that each Fund is managed according to its
investment policies and restrictions and in accordance with federal and state
laws and regulations, for the benefit of and in the best interests of the
shareholders.
The Board monitors the performance of each Fund and the quality of services
provided to the Funds by the Trust's various service providers. At least
annually, the Board reviews the performance of the investment managers of the
Funds, decides whether to renew their contracts or replace them, and reviews the
fees paid by the Funds for, and the quality of, all the services provided to the
Funds.
The Board represents the shareholders, and the Board is responsible for
discussing with and guiding senior management of the Trust in correcting any
deficiencies found by the Board with respect a Fund, monitoring potential
conflicts that may arise between the Trust and affiliated parties to make sure
that the shareholders' best interests are served, and generally supervising the
affairs of the Trust so as to maximize value to the shareholders.
WHAT ARE THE BOARD'S STANDING COMMITTEES?
The Board currently has only one standing committee, the Audit Committee. The
current members of the Audit Committee are Wesley Pennington, Charles Nelson,
Scott Preissler and Alan Ross. The Audit Committee is responsible for:
1. Considering management's recommendation of independent accountants for
each Fund and evaluating the performance, expense and financial stability
of the independent accountant(s);
2. Reviewing and coordinating audit plans prepared by the independent
accountant(s) for each Fund; and
3. Reviewing financial statements contained in periodic reports to
shareholders with the independent accountant and Trust management.
HOW OFTEN DOES THE BOARD MEET?
The Board typically meets four times a year to review the operations of the
Trust and each Fund. Generally, all meetings are held in person at the offices
of the Trust. The Audit Committee meets at least annually.
During the fiscal year ended on December 31, 2004, the Board met four times and
the Audit Committee met twice. All of the current Trustees and Committee members
attended at least 75% of those meetings.
ARE THE TRUSTEES AND OFFICERS OF THE TRUST PAID FOR THEIR SERVICES TO THE TRUST?
Officers and/or Trustees of the Trust who are also officers of an affiliate of
the Trust are paid for their services to the affiliate by such affiliate, but
such compensation is unrelated to the person's service as a Trustee to the
Trust.
The Independent Trustees currently receive no compensation for their services to
the Trust. The Board periodically reviews the issue of trustee compensation, and
to date, the independent trustees have repeatedly taken the position that
service as a trustee for this Trust is a moral duty not requiring additional
monetary compensation.
TRUSTEE HOLDINGS OF FUND SHARES
As of January 15, 2005, the Trustees owned or had a beneficial interest in the
following dollar ranges of Timothy Plan Funds:
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TRUSTEE DOLLAR RANGE OF EQUITY SECURITIES OWNED IN EACH FUND AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES OWNED IN ALL
FUNDS OVERSEEN BY TRUSTEE.
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Mr. Ally Aggressive Growth- $1 to $10,000 $1 to $10,000
Small Cap Value- $1 to $10,000
Large/Mid Cap Value- $1 to $10,000
Fixed Income- $1 to $10,000
Strategic Growth- $1 to $10,000
Conservative Growth- $1 to $10,000
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Mr. Boatwright Large/Mid Cap Value- $50,000 to $100,000 Over $100,000
Small Cap Value- $50,000 to $100,000
Strategic Growth- Over $100,000
Conservative Growth- $50,000 to $100,000
Fixed Income- $50,000 to $100,000
Money Market- $1 to $10,000
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Mr. Staver Small Cap Value- $50,000 to $100,000 $50,000 to $100,000
Strategic Growth- $1 to $10,000
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Mr. Nelson NONE NONE
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Mr. Pennington Small Cap Value- $10,000 to $50,000 $50,000 to $100,000
Large/Mid Cap Value- $10,000 to $50,000
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Mr. Preissler NONE NONE
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Mr. Ross NONE NONE
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HOW DOES THE BOARD RECOMMEND THAT I VOTE ON PROPOSAL # 1?
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YOUR BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU
VOTE "FOR ALL" ON PROPOSAL # 1.
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OTHER INFORMATION
UNDERWRITER
Timothy Partners, Ltd. ("TPL") is a broker/dealer registered as such with the
Securities and Exchange Commission, and is a member in good standing of the
National Association of Securities Dealers. TPL has been providing underwriting
services to the Funds of the Trust since 1997.
TPL is not compensated by the Trust for its services to the Funds of the Trust.
TPL retains commissions on sales of Fund shares when such sales are not effected
by an outside broker, dealer or financial professional. TPL receives the same
commissions as any other broker with whom the Trust has entered into a selling
agreement.
ALLOCATION OF PORTFOLIO TRANSACTIONS
TPL also serves as the investment adviser for each Fund. TPL, with the consent
of the Board and each Fund's shareholders, has engaged other firms to serve as
the day-to-day investment managers for each Fund (the "Sub-Advisers"). TPL, in
effecting purchases and sales of portfolio securities for the account of the
Funds, is responsible for insuring that such purchases and sales are effected by
the Sub-Advisers in accordance with the Trust's policy of seeking best execution
of orders, which includes best net prices, except to the extent that the
Sub-Advisers may be permitted to pay higher brokerage commissions for research
services as described below. Consistent with this policy, orders for portfolio
transactions are placed with broker-dealer firms giving consideration to the
quality, quantity and nature of each firm's professional services, which include
execution, clearance procedures, wire service quotations and statistical and
other research information provided to the Funds. Any research benefits derived
are available for all clients, including clients of affiliated companies. Since
statistical and other research information is only supplementary to research
efforts of TPL and the Sub-Advisers, and such information still must be analyzed
and reviewed by its staff, the receipt of research information is not expected
to materially reduce the Sub-Advisers' expenses. In selecting among firms
believed to meet the criteria for handling a particular transaction, the
Sub-Advisers may give consideration to those firms that have sold or are selling
shares of the Trust, as well as to those firms that provide market, statistical
and other research information to the Trust, TPL and to the Sub-Advisers. TPL
and the Sub-Advisers are not authorized to pay higher commissions, or in the
case of principal trades, higher prices, to firms that provide such services,
except as provided below.
TPL and the Sub-Advisers may in certain instances be permitted to pay higher
brokerage commissions solely for receipt of market, statistical and other
research services. Subject to Section 28(e) of the Securities Exchange Act of
1934 and procedures adopted by the Board, the Funds could pay to a firm that
provides research services to TPL and/or the Sub-Advisers a commission for
effecting a securities transaction for a Fund in excess of the amount other
firms would have charged for the transaction. The Fund could do this if TPL
and/or the Sub-Advisers determines in good faith that the greater commission is
reasonable in relation to the value of the research services provided by the
executing firm viewed in terms either of a particular transaction or TPL the
Sub-Advisers' overall responsibilities to the Funds or other clients. Not all
such research services may be useful or of value in advising a particular
series. Research benefits will be available for all clients of TPL and its
subsidiaries. In addition, the investment management fee paid by the Fund to TPL
is not reduced because it receives these research services.
PROPOSALS OF SHAREHOLDERS
As a Delaware Business Trust, the Trust is not required to hold annual
shareholder meetings, but will hold special meetings as required or deemed
desirable. Since the Trust does not hold regular meetings of shareholders, the
anticipated date of the next shareholders meeting cannot be provided. Any
shareholder proposal that may properly be included in the proxy solicitation
material for a special shareholder meeting must be received by the Trust no
later than four months prior to the date when proxy statements are mailed to
shareholders.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board is not aware of any matters that will be presented for action at the
meeting other than the matters set forth herein. Should any other matters
requiring a vote of shareholders arise, the proxy in the accompanying form will
confer upon the person or persons entitled to vote the shares represented by
such proxy the discretionary authority to vote the shares as to any such other
matters in accordance with their best judgment in the interest of the Trust.
HOUSEHOLDING
As permitted by law, only one copy of this Proxy Statement is being delivered to
shareholders residing at the same address, unless such shareholders have
notified the Trust of their desire to receive multiple copies of the reports and
proxy statements the Trust sends. If you would like to receive an additional
copy, please contact the Trust by writing to the Trust's address, or by calling
the telephone number shown on the front page of this Proxy Statement. The Trust
will then promptly deliver a separate copy of the Proxy Statement to any
shareholder residing at an address to which only one copy was mailed.
Shareholders wishing to receive separate copies of the Trust's reports and proxy
statements in the future, and shareholders sharing an address that wish to
receive a single copy if they are receiving multiple copies should also direct
requests as indicated.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
EXHIBIT A
TOTAL OUTSTANDING SHARES
OF EACH FUND, BY CLASS AND TOTAL,
AS OF JANUARY 15, 2005
----------------------------------------------------------------------------------------------------------------------
NAME OF TIMOTHY PLAN FUND NO-LOAD CLASS A CLASS B CLASS C TOTAL
----------------------------------------------------------------------------------------------------------------------
Small-Cap Value Fund 0 2871511 1327320 110775 4309606
----------------------------------------------------------------------------------------------------------------------
Large/Mid-Cap Value Fund 0 3425681 465048 106901 3997630
----------------------------------------------------------------------------------------------------------------------
Fixed Income Fund 0 2241872 376759 91232 2709863
----------------------------------------------------------------------------------------------------------------------
Aggressive Growth Fund 0 2382739 221078 107780 2711598
----------------------------------------------------------------------------------------------------------------------
Large/Mid-Cap Growth Fund 0 5563266 410000 157867 6131133
----------------------------------------------------------------------------------------------------------------------
Patriot Fund 0 69046 0 30111 99157
----------------------------------------------------------------------------------------------------------------------
Strategic Growth Fund 0 2458103 2198579 274781 4931464
----------------------------------------------------------------------------------------------------------------------
Conservative Growth Fund 0 2296442 1287824 276876 3861142
----------------------------------------------------------------------------------------------------------------------
Money Market Fund 3896572 0 0 0 3896572
----------------------------------------------------------------------------------------------------------------------
Small-Cap Variable Series 327902 0 0 0 327902
----------------------------------------------------------------------------------------------------------------------
HOLDERS OF MORE THAN
5% OF EACH FUND'S SHARES
AS OF JANUARY 15, 2005
-------------------------------------------------------------------------------------------------------------------------------
% OWNERSHIP OF TOTAL
NAME OF FUND IN SHARE CLASS NUMBER OF % OWNERSHIP OF OUTSTANDING FUND
NAME & ADDRESS OF SHAREHOLDER HICH SHARES HELD OWNED SHARES OWNED SHARE CLASS SHARES, ALL CLASSES
-------------------------------------------------------------------------------------------------------------------------------
NFSC FEBO # Aggressive Growth A 1,423,438.12 59.74% 57.15%
U19-000078
TRUST OPERATIONS -
CASH 1555 N RIVER
CENTER STE 210
-------------------------------------------------------------------------------------------------------------------------------
LPL FINANCIAL SERVICES
9785 TOWNE CENTRE
DRIVE SAN DIEGO CA
92121-1968 Aggressive Growth C 7,886.18 7.32% 0.32%
-------------------------------------------------------------------------------------------------------------------------------
Altgelt Joan
1304 Crossingway
Wayne, NJ 07470-0992 Aggressive Growth C 9,930.31 9.21% 0.40%
-------------------------------------------------------------------------------------------------------------------------------
Curtis Children Irrevocable Trust
2 Twisted Oak Place
Palm Coast, FL 32137 Aggressive Growth C 7,073.72 6.56% 0.28%
-------------------------------------------------------------------------------------------------------------------------------
Faith P. Curtis Florida Trust
2 Twisted Oak Place
Palm Coast, FL 32137 Aggressive Growth C 9,554.49 8.86% 0.38%
-------------------------------------------------------------------------------------------------------------------------------
BYRD J
PO BOX 413
GREENWOOD, IN 46142 Patriot Fund A 10,000.00 14.48% 10.09%
-------------------------------------------------------------------------------------------------------------------------------
IRA FBO STEPHEN J
P. O. BOX
2052
JERSEY CITY, NJ
07303-9998 Patriot Fund A 4,789.27 6.94% 4.83%
-------------------------------------------------------------------------------------------------------------------------------
BROUGHTON JR ROBERT
9785 TOWNE CENTRE
DRIVE SAN DIEGO CA
92121-1968 Patriot Fund A 4,000.00 5.79% 4.03%
-------------------------------------------------------------------------------------------------------------------------------
Kopach, Marilyn
30 Woodhollow Lane
Palm Coast, FL 32164 Patriot Fund C 1,767.85 5.87% 1.78%
-------------------------------------------------------------------------------------------------------------------------------
McCarthy, Gerard A.
PO Box 352355 - 3 Boyd Place
Palm Coast, FL 32135 Patriot Fund C 2,510.77 8.34% 2.53%
-------------------------------------------------------------------------------------------------------------------------------
Altgelt Joan
1304 Crossingway
Wayne, NJ 07470-0992 Patriot Fund C 7,778.92 25.83% 7.85%
-------------------------------------------------------------------------------------------------------------------------------
Ou Billy
98 Kirby Ave
Mountain Top, PA 18707 Patriot Fund C 2,254.20 7.49% 2.27%
-------------------------------------------------------------------------------------------------------------------------------
FIRSTAR FBO BAND & CO
P O BOX 1787
MILWAUKEE, WI 53201 Money Market Fund 654,400.00 16.79% 16.79%
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
ANNUITY
ATTN: JOHN ROMANO (250-10G)
P O BOX 5423 Conservative
CINCINNATI, OH 45201-5423 Growth Variable 599,127.88 100% 100%
-------------------------------------------------------------------------------------------------------------------------------
NFSC FEBO #
U19-000078
TRUST OPERATIONS -
CASH 1555 N RIVER
CENTER STE 210 Small Cap Value A 1,210,036.98 42.14% 40.57%
-------------------------------------------------------------------------------------------------------------------------------
Collins Family Trust
16251 Wikiup Rd.
Ramona, CA 92065 Small Cap Value C 6,190.77 5.59% 0.21%
-------------------------------------------------------------------------------------------------------------------------------
S & K Products Company
700 17th Street, Suite 300
Denver, CO 80202 Small Cap Value C 8,432.67 7.61% 0.28%
-------------------------------------------------------------------------------------------------------------------------------
NFSC FEBO #
U19-000078
TRUST OPERATIONS -
CASH 1555 N RIVER
CENTER STE 210 Large/Mid Growth A 3,912,028.69 70.32% 68.38%
-------------------------------------------------------------------------------------------------------------------------------
Collins Family Trust
16251 Wikiup Rd.
Ramona, CA 92065 Large/Mid Growth C 8,539.12 5.41% 0.15%
-------------------------------------------------------------------------------------------------------------------------------
Faith P. Curtis Florida Trust
2 Twisted Oak Place
Palm Coast, FL 32137 Large/Mid Growth C 9,378.72 5.94% 0.16%
-------------------------------------------------------------------------------------------------------------------------------
S & K Products Company
700 17th Street, Suite 300
Denver, CO 80202 Large/Mid Growth C 10,915.15 6.91% 0.19%
-------------------------------------------------------------------------------------------------------------------------------
Altgelt Joan
1304 Crossingway
Wayne, NJ 07470-0992 Large/Mid Growth C 12,398.04 7.85% 0.22%
-------------------------------------------------------------------------------------------------------------------------------
NFSC FEBO #
U19-000078
TRUST OPERATIONS -
CASH 1555 N RIVER
CENTER STE 210 Large/Mid Cap Val A 2,032,809.00 59.34% 57.54%
-------------------------------------------------------------------------------------------------------------------------------
S & K Products Company
700 17th Street, Suite 300
Denver, CO 80202 Large/Mid Cap Val C 6,733.58 6.3% 0.19%
-------------------------------------------------------------------------------------------------------------------------------
NFSC FEBO #
U19-000078
TRUST OPERATIONS -
CASH 1555 N RIVER
CENTER STE 210 Fixed Income A 1,364,797.52 60.88% 50.36%
-------------------------------------------------------------------------------------------------------------------------------
NFSC Fixed Income B 23,449.41 6.22% 0.87%
FBO THOMAS
TAKASH
14442 N 15TH
STREET
PHOENIX, AZ 85022
-------------------------------------------------------------------------------------------------------------------------------
MINOGUE
Fixed Income B 22,672.81 6.02% 0.84%
-------------------------------------------------------------------------------------------------------------------------------
S & K Products Company
700 17th Street, Suite 300
Denver, CO 80202 Fixed Income C 13,580.30 14.89% 0.50%
-------------------------------------------------------------------------------------------------------------------------------
Meinders, Candace Kaye
383 Dorland Road S
Maplewood, MN 55119 Fixed Income C 5,672.66 6.22% 0.21%
-------------------------------------------------------------------------------------------------------------------------------
ANNUITY Small Cap Value 327,901.61 100% 100%
ATTN: JOHN ROMANO (250-10G)
P O BOX 5423
CINCINNATI, OH 45201-5423 Variable
-------------------------------------------------------------------------------------------------------------------------------
ANNUITY
ATTN: JOHN ROMANO (250-10G)
P O BOX 5423 Strategic Growth
CINCINNATI, OH 45201-5423 Variable 693,667.56 100% 100%
-------------------------------------------------------------------------------------------------------------------------------
THE TIMOTHY PLAN
PROXY
PROPOSAL # 1. ELECT THE FOLLOWING PERSONS AS TRUSTEES, TO SERVE UNTIL THEIR
SUCCESSORS ARE QUALIFIED AND ELECTED.
(1) Arthur D. Ally, (2) Joseph E. Boatwright, (3) Mathew D. Staver, (4) Charles
E. Nelson, (5) Wesley W. Pennington, (6) Scott Preissler, (7) Alan W. Ross, (8)
Richard W. Copeland, (9) William W. Johnson, (10) Kathryn T. Martinez, (11) John
C. Mulder and (12) David J. Tolliver
ALL SHAREHOLDERS OF ALL FUNDS:
For All For All Except Withhold All
|_| |_| |_|
--------------------------------------------------------------------------------
To withhold authority to vote on any individual nominee(s), please print the
number(s)of the nominee(s) on the line above.
PLEASE VOTE TODAY! PLEASE VOTE ALL ISSUES SHOWN ON YOUR BALLOT.
X X
---------------------------------- ----------------------------------
Signature Date Signature Date
Please vote on each issue using blue or black ink to mark an X in one of the
three boxes provided on each ballot. Then sign, date and return your ballot in
the accompanying postage-paid envelope. All registered owners of an account, as
shown in the address on the ballot, must sign the ballot. If you are signing for
a corporation, trust or estate, please indicate your title or position.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
THANK YOU FOR MAILING YOUR BALLOT PROMPTLY!
Your vote is needed! Please vote on the reverse side of this form and sign in
the space provided. Return your completed proxy in the enclosed envelope today.
You may receive additional proxies for your other accounts with the Trust. These
are not duplicates; you should sign and return each proxy card in order for your
votes to be counted. Please return them as soon as possible to help save the
cost of additional mailings.
The signers of this proxy hereby appoint Theresa McNamee and Terry Covert, and
each of them, proxies, with power of substitution in each, to vote all shares
for the signers at the special meeting of shareholders to be held February 25,
2005, and at any adjournments thereof, as specified herein, and in accordance
with their best judgment, on any other business that may properly come before
this meeting. If no specification is made herein, all shares will be voted "FOR
All" on the sole proposal set forth on this proxy. This proxy is solicited by
the Board of Trust which recommends a vote "FOR All" on the proposal.