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

Check/   /    Preliminary proxy statement

/   /    Confidential, for Use of the appropriate box:Commission Only (as permitted by Rule 14a-6(e)(2))

/X/    Definitive proxy statement

/   /    Definitive additional materials

/   /    Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

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(Name of Registrant as Specified in its Charter)

TIMOTHY PLAN

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

NOT APPLICABLE

Payment of Filing Fee (Check the appropriate box):

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

of the

TIMOTHY PLAN FIXED INCOME FUND

TIMOTHY PLAN HIGH YIELD BOND FUND

TIMOTHY PLAN GROWTH AND INCOMEDEFENSIVE STRATEGIES FUND

1055 Maitland Center Commons

Maitland, FL 32751

Toll Free 800-846-7526

The Timothy Plan (the “Trust”) is holding a special meeting of the shareholders of the Timothy Plan Fixed Income Fund, the Timothy Plan High Yield Bond Fund, and the Timothy Plan Growth and IncomeDefensive Strategies Fund (the “Special Meeting”) on Monday, December 21, 2020 at 2:0030 p.m., Eastern Time. The Special Meeting will be held at the offices of the Trust’s Investment Adviser, Timothy Partners, Ltd., located at 1055 Maitland Center Commons Blvd., Maitland, FL 32751.

The Trust is a Delaware business trust, registered with the Securities and Exchange Commission (“SEC”) and operating as an open-end management investment company. The Trust has authorized the division of its shares into various series (“funds”) and currently offers shares of eighteen funds to the public. The Trust further has authorized the division of its shares into various classes, each with different sales charges and/or ongoing fees. The Timothy Plan Fixed IncomeDefensive Strategies Fund the Timothy Plan High Yield Bond Fund, and the Timothy Plan Growth and Income Fund (each a(the “Fund” and together the “Funds”) offeroffers Class A Shares, which are sold to the public with a front-end sales charge, Class C shares, which are sold with a contingent deferred sales charge of 1% for the first year and an ongoing distribution and servicing (12b-1) fee of 1.00%, and Class I shares, which do not have sales charges or ongoing 12b-1 fees, but are restricted as to purchasers.

For Each Fund, voting separately, the sole proposalThe two matters to be considered at the Special Meeting will be:

Fund shareholders are being asked to approve Chilton as the Sub-Adviser for the REIT portion of a newthe Fund due to the pending resignation of the Fund’s current sub-adviser to the REIT allocation, Delaware Management Business Trust (“Delaware”). Delaware is resigning because they are closing their REIT investment sub-advisory agreement with Barrow, Hanley, Mewhinney & Strauss, LLC (“BHMS”).operation. After full consideration, the Trust’s Board of Trustees decided to engage Chilton for this purpose and to seek shareholder ratification of its decision.

Each Fund’sFund shareholders are being asked to approve a new sub-investment advisory agreement with BHMS due to a pending change in ownership control of BHMS. .BHMS is the current Sub-Adviser to the fixed income allocation of the Fund. As discussed in the proxy statement, BrightSphere Investment Group (“BrightSphere”), a publicly-held company traded on the New York Stock Exchange, currently owns 75.1% of the issued and outstanding ownership interests in BHMS. BrightSphere has agreed to sell all of that interest to Perpetual U.S. Holding Company Inc. (“Perpetual”)(the “Transaction”). The Transaction is scheduled to close on or about November 30, 2020. Details of the Transaction and its effects are discussed below. Assuming the Transaction closes as agreed, allthe sub-advisory agreements currently in effect will terminate on that date. In order to ensure that the Funds continue to receive high quality investment management services, The Funds’ Adviser, Timothy Partners, Ltd, recommended to the Trust’s Board of Trustees that BHMS be re-engaged. After full consideration, the Board decided to re-hire BHMS as sub-adviser to eachthe Fund and to seek shareholder ratification of its decision.

ShareholdersFund shareholders of record at the close of business on November 4, 2020 are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. The Notice of Special Meeting, Proxy Statement, and accompanying form of proxy will be mailed to shareholders on or about November 9, 2020.

The enclosed materials explain the proposal to be voted on at the special meeting in more detail. No matter how large or small your Fund holdings, your vote is extremely important. We appreciate your participation and prompt response in this matter. If you should have any questions regarding the proposal, or to quickly vote your shares, please call Okapi Partners LLC, your Fund’s proxy solicitor, toll-free at 877-566-1922888-785-6709.. Thank you for your continued investment in the Funds.Fund.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on December 21, 2020. A copy of the Notice of Special Meeting and accompanying Proxy Statement are available at www.okapivote.com/TPBarrowTPChilton.

YOUR VOTE IS IMPORTANT

To assure your representation at the special meeting, please complete, date and sign the enclosed proxy card and return it promptly in the accompanying envelope. You may also vote either by telephone or online by following the instructions on the enclosed proxy card. Whether or not you plan to attend the special meeting, please vote your shares; if you attend the special meeting, you may revoke your proxy and vote your shares at the special meeting. Whichever method you choose, please read the enclosed Proxy Statement carefully before you vote.

Your vote on this proposal is very important.    If you own Fund shares in more than one account of the Trust,Fund, you will receive a proxy statement and one proxy card for each of your accounts. You will need to fill out each proxy card in order to vote the shares you hold for each account. Proxies that are properly completed but received after the Special Meeting will be included for purposes of obtaining a quorum, but will not be counted towards the vote itself. However, if the Special Meeting is adjourned to a later date and the proxy is received before the next Meeting date, the vote will be counted

The Funds areFund is sensitive to the health and travel concerns the Funds’Fund’s shareholders may have and the protocols that federal, state and local governments may impose. Due to the difficulties arising from the coronavirus known as COVID-19, the date, time, location or means of conducting the special meeting may change. In the event of such a change, the Funds will announce alternative arrangements for the special meeting as promptly as practicable, which may include holding the special meeting by means of remote communication, among other steps, but the Funds may not deliver additional soliciting materials to shareholders or otherwise amend the Fund’s proxy materials. The Funds plan to announce these changes, if any, at www.OkapiVote.com/TPBarrowMeetingTPChiltonMeeting and encourages you to check this website prior to the special meeting if you plan to attend.

PLEASE VOTE NOW TO HELP SAVE THE COST OF ADDITIONAL SOLICITATIONS.

As always, we thank you for your confidence and support.

November 12, 2020

Proxy Statement

November 12, 2020

Important Voting Information Inside

TIMOTHY PLAN FIXED INCOME FUNDThe Timothy Plan Defensive Strategies Fund

TIMOTHY PLAN HIGH YIELD BOND FUND

TIMOTHY PLAN GROWTH AND INCOME FUND

Each a SeparateA Series of the Timothy Plan

Please vote immediately!

You can vote through the internet, by telephone, or by mail.

Details on voting can be found on your proxy card.

THE TIMOTHY PLAN

Special Meeting of the Shareholders of

the

TIMOTHY PLAN FIXED INCOME FUND

TIMOTHY PLAN HIGH YIELD BOND FUND

TIMOTHY PLAN GROWTH AND INCOME FUNDTimothy Plan Defensive Strategies Fund

1055 Maitland Center Commons

Maitland, FL 32751

Toll Free 800-846-7526

PROXY STATEMENT

Dated November 12, 2020

SPECIAL MEETING OF SHAREHOLDERS

To be Held on December 21, 2020

Introduction

The Board of Trustees (the “Board”) of the Timothy Plan (the “Trust”) has voted to call a special meeting of all shareholders of the Timothy Plan Fixed IncomeDefensive Strategies Fund the Timothy Plan High Yield Bond Fund, and the Timothy Plan Growth and Income Fund (each a(the “Fund” and together the “Funds”), in order to seek shareholder approval of one proposaltwo proposals relating to eachthe Fund. The Special Meeting will be held on Monday, December 21, 2020 at 2:0030 p.m., Eastern Time at the offices of the Trust’s Investment Adviser, Timothy Partners, Ltd., located at 1055 Maitland Center Commons Blvd., Maitland, FL 32751. If you expect to attend the Special Meeting in person, please call Okapi Partners, our proxy solicitor, toll-free at 877-566-1922888-785-6709 to inform them of your intention. This proxy was first mailed to eligible shareholders on or about November 9, 2020.

Proposals for Consideration

For each Fund’s shareholders, voting separately for their own Fund, the sole matterThe two proposals to be considered at the Special Meeting will be:

Timothy Plan Fixed Income Fund: Approve a new investment sub-advisory agreement with BHMS.

Timothy Plan High Yield Bond Fund: Approve a new investment sub-advisory agreement with BHMS

Timothy Plan Growth & Income Fund: Approve a new investment sub-advisory agreement with BHMS to manage the fixed income allocation

1.

Approval by the Fund’s shareholders of a new investment sub-advisory agreement with Chilton Capital Partners, LLC (“Chilton”) to manage the Real Estate Investment Trust (“REIT”) Allocation of the Fund’s portfolio.

Eligibility to Vote

If you were the record owner of any shares of the Fund as of the close of business on November 4, 2020 (the “Record Date”), then you are eligible to vote at the Special Meeting. As of the Record Date, eachthe Fund had the followinga total of 3,197,262.888 shares issued and outstanding.

Each full share counts as one vote, and fractional shares count as fractional votes.

Voting by Proxy

The simplest and quickest way for you to vote is to complete, sign, date and return the enclosed proxy card(s) in the postage paid envelope provided. The Board urges you to fill out and return your proxy card(s) even if you plan to attend the Special Meeting. Returning your proxy card(s) will not affect your right to attend the Special Meeting and vote.

The Board has named Ben Mollozzi, Esq. and James McGuire as proxies, and their names appear on your proxy card(s). By signing and returning your proxy card(s) to the Trust, you are appointing those persons to vote for you at the Special Meeting. If you fill in and return your proxy card(s) to the Trust in time to vote, one of the appointed proxies will vote your shares as you have directed on your proxy. If you sign and return your proxy card(s), but do not make specific choices, one of the appointed proxies will vote your shares in favor of all items relating to your proxy.

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 two Proposals discussed in this proxy statement.

If you appoint a proxy by signing and returning your proxy card(s), 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, or by notifying the Trust’s Secretary, in writing, that you have revoked your proxy prior to the Special Meeting. The Trust’s Secretary is Mr. Joseph Boatwright and he may be reached at the following address: 1055 Maitland Center Commons, Maitland, FL 32751.

In addition to voting by mail, you may vote by telephone or through the Internet as follows:

We encourage you to vote by telephone or through the internet using the control number that appears on the enclosed proxy card. Use of telephone or internet voting will reduce the time and costs associated with this proxy solicitation. Whichever method you choose, please read the enclosed Proxy Statement carefully before you vote.

Voting in Person

If you attend the Special Meeting and wish to vote in person, you will be given one ballot for each of your accounts 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.

Requirement of a Quorum

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. For this Special Meeting, each Fund requires the following number of1,598,632.440 (50% + 1) eligible shares of the Fund must be present, in person or by proxy, to constitute a quorum.

Under rules applicable to broker-dealers, if your broker holds your shares in its name, the broker is not allowed to vote your shares unless it has received voting instructions from you. If your broker does not vote your shares because it has not received instructions from you, those shares will be considered broker non-votes. Broker non-votes and abstentions count as present for purposes of establishing a quorum, and count as votes cast against the Proposals.

Required Votes to Approve the Proposal

The affirmative vote of a “majority” of the shares entitled to vote of each Fund, as of the Record Date, is required in order to approve the Proposal. For purposes of approving shareholder proposals, the Investment Company Act of 1940, as amended (the “1940 Act”) defines a “majority” of the outstanding voting securities of a fund as the lesser of (a) the vote of holders of at least 67% of the voting securities of the Fund present in person or by proxy, if more than 50% of such shares are present in person or by proxy; or (b) the vote of holders of more than 50% of the outstanding voting securities of the Fund.

Proxies that are properly completed but received after the Special Meeting will be included for purposes of obtaining a quorum, but will not be counted towards the vote itself. However, if the Special Meeting is adjourned to a later date and the proxy is received before the next Meeting date, the vote will be counted.

Adjournments

The appointed proxies may propose to adjourn the Special Meeting, either in order to solicit additional proxies or for other purposes. If there is a proposal to adjourn the Special Meeting, the affirmative vote of a majority of the shares present at the Special Meeting, in person or by proxy, is required to approve the adjournment.

Costs of The Shareholder Meeting And Proxy Solicitation

The Fund is paying the costs of the proxy relating to the Chilton proposal. BHMS is paying the costcosts of this proxy.the proxy relating to the BHMS proposal. Certain persons associated with Timothy Partners, Ltd, Investment Adviser and Principal Underwriter to the Fund (“TPL”) the Funds’ investment adviser,, or their designees, may be conducting proxy solicitations. TPL will not be charging the Fund for any costs

associated with such solicitations. TPL has engaged the services of Okapi Partners (“Okapi”) to manage and oversee the proxy solicitation. Okapi will be conducting the mailing and tabulation of proxies, will provide an internet voting portal, will interface with fund intermediaries, and will conduct any necessary solicitations. The estimated costs of the Special Meeting and proxy solicitation is approximately $70,144 all$25,626, $12,813 of which will be paid by BHMS.BHMS, and the remainder by the Fund. If you have any questions or issues, you may call Mr. Terry Covert of TPL, at 800-846-7526.

Who To Call With Questions

If you have any questions regarding the Proxy Statement or to quickly vote your shares, please call Okapi Partners LLC toll-free at 877-566-1922.888-785-6709. Also, at your request, the Trust will send you a free copy of its most recent audited annual report, dated September 30, 2019, and its most recent unaudited semi-annual report, dated March 31, 2020. Simply call the Trust at 800-846-7526 to request a copy of the report of your choice, and it will be sent to you within three (3) business days of receipt of your request.

PROPOSAL # 1 FOR EACH FUND.

APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT WITH BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC (“BHMS”)

PROPOSAL # 1.		APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT CHILTON CAPITAL PARTNERS, LLC (“CHILTON”) ON BEHALF OF REIT ALLOCTION OF THE TIMOTHY PLAN DEFENSIVE STRATEGIES FUND

Background

The Investment Adviser

Timothy Partners, Ltd. (“TPL”), 1055 Maitland Center Commons, Maitland, FL 32751, serves as investment adviser to eachthe Fund under a written investment advisory agreement approved by the Board and separately ratified by eachthe Fund’s shareholders. The investment advisory agreement with TPL has been in effect since eachthe Fund’s inception.inception in October, 2013.

TPL is a Florida limited partnership organized on December 6, 1993 and is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser. Mr. Arthur D. Ally is President of TPL and is responsible for the day-to-day activities of TPL. Covenant Funds, Inc., a Florida corporation (“CFI”), is the managing general partner of TPL. Mr. Ally also is President, sole officer and 70% shareholder of CFI. Mr. Ally had over eighteen years’ experience in the investment industry prior to founding TPL, having worked for Prudential Bache, Shearson Lehman Brothers and Investment Management & Research. In addition to his positions as President of TPL and CFI, Mr. Ally also serves as President and Chairman of the Board of Trustees of the Trust. Mr. Ally does not receive any compensation for his services to the Trust as an officer or Trustee of the Trust, but he does receive compensation from TPL as a result of his ownership interest in TPL and service as an officer and director of TPL.

For its services to the Fund, TPL receives a fee, calculated daily and paid monthly, equal to the followingan annual rate of 0.60% of the average daily net assets of eachthe Fund.

The Advisory Agreement with TPL was last approved by the Board at a meeting held on February 14, 2020.

The Investment Management Structure

TPL serves as the investment adviser to eachthe Fund and is responsible for the overall management and supervision of eachthe Fund and its operations. However, the day-to-day selection of securities for eachthe Fund and the provision of a continuing and cohesive fund investment strategy is generally handled by one or more sub-advisers (“Sub-Advisers”).

One of TPL’s principal responsibilities as investment adviser is to select and recommend suitable firms to offer day-to-day investment management services to the Fundsfunds as sub-advisers. These sub-advisory firms are paid for their services to the particular fund by TPL out of the fees paid to TPL by the applicable fund.

EachThe Fund currently engages a sub-adviser to manage the REIT allocation of the Fund’s investment portfolio. Delaware Management Business Trust (“Delaware”) has been the Sub-Adviser to the Fund since its inception in October 2013. The Delaware Sub-Advisory Agreement was last approved by shareholders on February 14, 2020. Under the terms of the Delaware sub-advisory agreement, Delaware manages the day-to-day investment and reinvestment of the Fund’s REIT allocation and continuously reviews, supervises and administers the investment program of the Fund, all under the supervision of TPL and the Trust’s Board. Under the agreement, Delaware is not liable for any error of judgment or any loss unless the error or loss results from the gross negligence, bad faith or willful malfeasance in the performance of its duties under the agreement. The agreement may be terminated without penalty by any party upon 60 days written notice.

In August, 2020, Delaware announced its intention to resign as Sub-Adviser to the Fund, effective upon the approval of its replacement. Delaware decided to resign because it was in the process of closing its REIT investment operation. At a Special Meeting of the Board held on September 28, 2020, the Board formally considered the engagement of Chilton to replace Delaware, and after full consideration, approved the engagement of Chilton for the REIT allocation of the Fund and directed Trust management to call a shareholders meeting of the Fund to seek shareholder approval of the decision.

The proposed sub-advisory agreement with Chilton is identical in all material respects to the current Delaware agreement. A copy of the proposed Sub-Advisory Agreement is attached to this proxy as Exhibit B.

Fees and Expenses

Fees paid to Chilton under the proposed sub-advisory agreement are almost identical to the fees currently being paid to Delaware under its agreement. It is important to note that fees paid to sub-advisers are paid by TPL, out if its fees, and not by the Fund. Accordingly, even though the sub-advisory fees charged by the two firms are slightly different, there is no effect whatsoever on the Fund and its fee structure.

For its services rendered to the Fund, TPL will pay to Investment Chilton a fee at an annual rate equal to 0.42% of the Fund’s average daily assets allocated to the REIT sleeve of the Defensive Fund’s investment portfolio (“Allocated Assets”) up to $10 million, 0.39% for the next $10 million in Allocated Assets, 0.35% for the next $30 million in Allocated Assets, and 0.30% of Allocated Assets over $50 million.

The following chart shows the effect on Fund expenses of the changeover to Chilton as sub-adviser to the Fund:

The fees described above shall be computed daily based upon the net asset value of the Allocated Assets as determined by a valuation made in accordance with the Trust’s procedures for calculating the Defensive Fund’s net asset value as described in the Trust’s currently effective Prospectus and/or Statement of Additional Information.

Information About Chilton Capital Management, LLC

Chilton Capital Management, LLC (“Chilton”), 1177 West Loop South, Suite 1750, Houston, TX, was founded in 1996 as a registered investment advisor, and has provided investment advisory services to mutual funds, institutional investors and individual investors since that time. Chilton’s primary owners are Knapp Brothers, LLC (“Knapp Brothers”), a Texas limited liability company, and certain employees of Chilton. Knapp Brothers has a fifty-five percent (55%) direct beneficial ownership and certain employees of Chilton collectively have a forty-five percent (45%) beneficial ownership. The primary owners of Knapp Brothers are Messrs. David M. Underwood, Jr. and A. John Knapp, Jr. Chilton is managed and controlled under the direction of its Board of Managers, which is comprised of Mr. David M. Underwood, Jr., as Chairman, Mr. R. Randall Grace, Jr., Mr. John E. Robertson, Ms. Laura L. Genung, and Mr. Timothy J. Lootens (collectively, the “Board of Managers”).

Portfolio Managers

Chilton will utilize a team of investment professionals who are responsible for the day-to-day recommendations regarding the investment of the REIT allocation of the Fund’s portfolio.

Co portfoliomanagers Bruce G. Garrisonwith over 48 years of experience as a portfolio manager/analyst and Matthew R. Werner, with 14 years of experience as a portfolio manager/analyst, joined Chilton in 2011 to manage a REIT strategy. They brought $50M in assets from their prior firm. Total strategy assets under advisement are $510M as of 9/30/20.

Additional Information about Chilton

The following table presents information relating to the persons responsible for managing Fund assets, the number and types of other accounts managed by such persons, and how such persons are compensated for managing such accounts. The information is current as of September 30, 2020.

In addition to base salary, all portfolio managers and analysts share in a bonus pool that is distributed semi-annually. The amount of bonus compensation is based on quantitative and qualitative factors. Analysts and portfolio managers are rated on their value added to the team-oriented investment process. Compensation is not tied to a published or private benchmark. It is important to understand that contributions to the overall investment process may include not recommending securities in an analyst’s sector if there are no compelling opportunities among the industries covered by that analyst. Many of our key employees, including all portfolio managers and the majority of our analysts, have economic ownership in Chilton.

The compensation of portfolio managers is not directly tied to growth in assets and portfolio managers are not compensated for bringing in new business. Of course, growth in assets from the appreciation of existing assets and/or growth in new assets will increase revenues and profit. The consistent, long-term growth in assets at any investment firm is to a great extent, dependent upon the success of the portfolio management team. The compensation of the portfolio management team at Chilton will increase over time, if and when assets continue to grow.

As of September 30, 2020, none of the Portfolio Managers listed above held a beneficial interest in any Timothy Plan Funds.

Board Considerations

On September 28, 2020, the Fund’s Board of Trustees held a Special meeting to consider, among its stated business, a new sub-investment adviser for the REIT allocation of the Fund, and after full deliberation, selected Chilton to serve in that capacity.

Legal counsel to the Board reminded the Board that currently there are five factors set forth in the case law and by SEC disclosure requirements as minimum considerations for the approval of investment sub-advisory agreements, each of which must be covered. Legal counsel then guided the Board through each consideration, including: (1) the nature, extent, and quality of the services to be provided by the sub- adviser; (2) the investment performance of the Fund and the sub-adviser; (3) the costs of the services to be provided and profits to be realized by the sub-adviser and its affiliates from the relationship with the Fund; (4) the extent to which economies of scale would be realized as the Fund grows; and (5) whether fee levels reflect these economies of scale for the benefit of Fund investors.

During its deliberations, the Board reviewed the qualifications of Chilton and heard a presentation by representatives of UBS PRIME Consultants and TPL relating to Chilton. UBS Prime Consultants is a third party consulting firm that provides oversight and detailed reporting of sub-advisers for the Trust and for TPL. Mr. Ally next reported that he had no material negative matters to report. Mr. Ally expressed confidence and praise for the firm and in the firm’s past service to the Timothy Plan Funds. Mr. Ally then presented the results of his due diligence assessment, reporting that he had not found any matter that would disqualify or otherwise negatively impact his opinion of Chilton as a sub-investment adviser for the Fund.

The Board then received written information relating to the experience, strengths, other clients and past investment performance of Chilton and noted with approval the firm’s consistent investment performance, its size and level of expertise, and quality of clientele. The Board noted with further approval that no officer or trustee of the Fund or Trust was affiliated with Chilton, and that no compensation was to be paid to Chilton other than sub-advisory fees under the agreement. Further, the Board noted with approval that the proposed compensation to be paid to Chilton was almost identical to the compensation

currently paid to Delaware, and would be paid by TPL and not the Fund, so there would be no increase in expenses to the Fund’s shareholders. The Board also reviewed the financial condition of Chilton and questioned both TPL and UBS at length to assure themselves that Chilton was financially capable of undertaking the responsibilities of serving the Fund. After reviewing the information and the report of TPL and UBS, the Board agreed that Chilton had sufficient resources to adequately serve the Fund. The Board also reviewed the past performance of Chilton with respect to Chilton clients with investment mandates similar to the Fund and found that performance to be more than adequate. Because Chilton was being engaged as a sub-adviser and its fees would have no effect on overall Fund expenses, costs of services, potential economies of scale and fee levels to achieve economies of scale were all considered moot points.

Consideration of the Sub-Advisory Agreement

The Board then turned its attention to the terms of the proposed sub-advisory agreement. Under the terms of the proposed sub-advisory agreement with Chilton, Chilton would be responsible for providing day-to-day investment advice and choosing the securities in which the Fund invests relating to the Fund’s REIT allocation. Chilton would report directly to TPL, and TPL would be responsible to report to the Board for any errors or omissions made by Chilton. Chilton would not be responsible for mistakes or errors of judgment in its management of the investments of the Fund unless those mistakes or errors of judgment resulted from gross negligence, willful misfeasance or intentional wrongdoing. The proposed sub-advisory agreement would have an initial term of two years, and could be renewed annually thereafter by affirmative vote of a majority of the Board of Trustees and a separate concurring majority vote of the Trust’s independent Trustees. The proposed sub-advisory agreement may be terminated by any party at any time, without penalty, upon sixty (60) days written notice. The proposed sub-advisory agreement would become effective immediately upon receipt of shareholder approval. A copy of the proposed sub-advisory agreement with Chilton is included as Exhibit B to this proxy, which is incorporated by reference into this discussion as if fully set forth herein. It is identical in all material respects to the previous agreement.

The Board then discussed the proposed fees payable to Chilton for its services to the Fund. Since those fees would be paid to Chilton by TPL out of the fees it received from the Fund, the Board sought TPL’s opinion concerning the reasonableness of the proposed fee structure. TPL reported to the Board that Chilton was at least as competitive as the other candidates it had interviewed with respect to its proposed fees. TPL further reported that because Chilton’s proposed fees were so reasonable, TPL would be able to maintain its current level of service to the Funds without the need to seek an overall fee increase.

Based on the Board’s review and UBS and TPL’s recommendation, the Board unanimously voted to approve Chilton as sub-adviser to the Fund and to seek shareholder approval of their choice. The Board also unanimously approved an interim agreement under which Chilton could continue to provide services to the Funds for a period of not more that 150 days, pending shareholder approval of the formal agreement. The Board undertook that action in order to assure that the Funds continued to have professional management.

Financial Effect on the Fund

If Chilton becomes the new Sub-Adviser to the Fund, the fees paid by shareholders of the Fund will remain exactly the same. Fund shareholders currently pay total investment advisory fees of 0.60% per annum of the average daily assets of the Fund to TPL. If Chilton becomes the new Sub-Adviser to the Fund, TPL will pay to Chilton, from the fee it receives from the Funds, the fees described in the paragraph above.

If the Fund’s shareholders do not approve this Proposal, the Trust will consider other alternatives, including proposing another sub-adviser, having TPL manage the Fund independently, or closing the Fund.

Board Recommendation

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TPL serves as the investment adviser to the Fund and is responsible for the overall management and supervision of the Fund and its operations. However, the day-to-day selection of securities for the Fund and the provision of a continuing and cohesive fund investment strategy is generally handled by one or more sub-advisers (“Sub-Advisers”).

One of TPL’s principal responsibilities as investment adviser is to select and recommend suitable firms to offer day-to-day investment management services to the Fund as sub-advisers. These sub-advisory firms are paid for their services to the particular fund by TPL out of the fees paid to TPL by the applicable fund.

The Fund currently utilizes BHMS as Sub-Adviser to manage some or allthe Fixed Income Allocation of its investment portfolio. BHMS has served as a Sub-Adviser to the Funds since:Fund since the Fund’s inception.

EachThe BHMS sub-advisory agreement was last renewed by the Board on February 14, 2020. Under the terms of the sub-advisory agreement, for each Fund, BHMS manages the day-to-day investment and reinvestment of the fixed income allocation of the Fund’s portfolio securities and continuously reviews, supervises and administers the investment program of eachthe Fund, all under the supervision of TPL and the Trust’s Board. Under the current sub-advisory agreements,agreement, BHMS is not liable for any error of judgment or any loss unless the error or loss results from the gross negligence, bad faith or willful malfeasance of BHMS. The current agreementsagreement may be terminated without penalty by any party upon 60 days written notice. The proposed sub-advisory agreement with BHMS is a consolidated agreement that covers all Funds, but it is identical in all material respects to the sub-advisory agreements currently in place for eachthe Fund. Importantly, the fees being charged by BHMS will not change, and the personnel who manage the FundsFund will stay the same. Most importantly, eachthe Fund’s overall fee structure will remain the same.

At the Board’s quarterly meeting held on August 28, 2020, the Board was informed that BHMS had entered into an agreement with Perpetual U.S. Holding Company Inc. (“Perpetual”) wherein Perpetual would purchase the entire 75.1% ownership interest in BHMS currently held by BrightSphere. Like BrightSphere, Perpetual is a holding company that invests in a wide variety of financial institutions. BHMS informed the Board that the BHMS management team would remain in place after the transaction and that the portfolio management teams currently in pace for the Funds would remain unchanged after the Transaction. BHMS further informed the Board that the Transaction was due to close on November 30, 2020. Assuming the Transaction closes as anticipated, the current sub-advisory agreement would terminate. Accordingly, a new sub-advisory agreement has been approved by the Board and your ratification is being sought.

Fees and Expenses

Fees paid to BHMS under the proposed sub-advisory agreement will be identical to the fees currently paid by eachthe Fund.

As compensation for its services with respect to the Fixed-Income Fund, High Yield Bond Fund, and the fixed-income allocationBHMS receives from TPL an annual fee at a rate equal to 0.15% of the Growth & Income Fund, taken togetheraverage net assets in the aggregate, BHMS will receive from TPLDebt Instrument Sleeve of the following annual fees:Fund.

The fees described above shall be computed daily based upon the net asset value of the Funds, in the aggregate, as determined by a valuation made in accordance with the Trust’s procedures for calculating Fund net asset value as described in the Trust’s currently effective Prospectus and/or Statement of Additional Information.

Assuming that each Fund’s shareholders approve the engagement of BHMS, the sub-advisory agreement will have an initial term of approximately two years. The compensation to be paid to BHMS will be paid to BHMS from the fees received by TPL and will be identical to the previous agreements. Fees to Fund shareholders will not increase.

A copy of the proposed Sub-Advisory Agreement is attached to this proxy as Exhibit B.C.

Information About Barrow, Hanley, Mewhinney & Strauss

Barrow, Hanley, Mewhinney and Strauss LLC (“BHMS”), 2200 Ross Avenue, 31st Floor, Dallas, TX 75201, currently serves as Sub-Adviser to the Fixed Income and High Yield Bond Funds. BHMS also serves as fixed income manager to the Defensive Strategies Fund and the Growth and Income Fund. BHMS was founded in 1979 as a registered investment advisor, and has provided investment advisory services to institutional and individual investors since that time. BrightSphere Investment Group (“BrightSphere”), a publicly-held company traded on the New York Stock Exchange, currently owns 75.1% of the issued and outstanding ownership interests in BHMS. The other 24.9% of the issued and outstanding ownership interests in BHMS are owned by BHMS employees.

The following persons serve in the capacities indicated below:

James P Barrow, President of BHMS and founding Director

Joseph R. Nixon, Executive Director and Member of the Board of Managers

Cory L. Martin, Executive Director and Member of the Board of Managers

Patricia B. Andrews, Chief Compliance Officer/Chief Risk Officer, and Managing Director

Portfolio Managers: The current portfolio managers for each Fund are described below. After the Transaction, the portfolio management teams will remain exactly the same.

For the Fixed Income Fund, the High Yield Bond Fund, and the Fixed Income Sleeve of the Growth and Income Fund, BHMS employs a team management concept. Team members are assigned specific sector responsibilities, but enjoy equal responsibilities in the investment process. The members have equal say in the actual management. The members of the team are Mark C. Luchsinger, Scott McDonald, Deborah A. Petruzzelli, Erik A. Olson and Rahul Bapna.

Mr. J. Scott McDonald, CFA, joined BHMS in 1995. He currently serves as the lead portfolio manager for BHMS’ Long Duration strategies, specializing in corporate and government bonds. He is also a generalist in investment grade fixed income credit research.

Mr. Mark C. Luchsinger, CFA, joined BHMS in 1997. He currently serves as a portfolio manager/analyst, specializing in investment grade and high yield corporate bond strategies and is the lead portfolio manager for the BHMS Core and Core Plus strategies.

Ms. Deborah A. Petruzzelli joined BHMS in 2003. She serves as structured securities portfolio manager for mortgage- backed, asset-backed, and commercial mortgage-backed securities.

Mr. Erik A. Olson joined BHMS in 2001. He serves as a portfolio manager/analyst on high yield strategies and as a senior analyst in credit research.

Mr. Rahul Bapna, CFA, joined BHMS in 2012. He serves as a portfolio manager/analyst on intermediate and short maturity strategies and as a senior analyst in credit research.

For the High Yield Bond Fund, in addition to the persons described above, Mr. Rahul Bapna, CFA serves as a portfolio manager/analyst on intermediate and short maturity strategies and as a senior analyst in credit research. Mr. Nicholas C. Losey, CFA, who joined BHMS in 2018, serves as a co-portfolio manager on high yield and bank loan strategies. Mr. Chet S. Paipanandiker, who joined BHMS in 2017, serves as a co-portfolio manager on high yield and bank loan strategies.

Additional Information about BHMSBoard Considerations

On September 28, 2020, the Fund’s Board of Trustees held a Special meeting to consider, among its stated business, a new sub-investment adviser for the REIT allocation of the Fund, and after full deliberation, selected Chilton to serve in that capacity.

Legal counsel to the Board reminded the Board that currently there are five factors set forth in the case law and by SEC disclosure requirements as minimum considerations for the approval of investment sub-advisory agreements, each of which must be covered. Legal counsel then guided the Board through each consideration, including: (1) the nature, extent, and quality of the services to be provided by the sub- adviser; (2) the investment performance of the Fund and the sub-adviser; (3) the costs of the services to be provided and profits to be realized by the sub-adviser and its affiliates from the relationship with the Fund; (4) the extent to which economies of scale would be realized as the Fund grows; and (5) whether fee levels reflect these economies of scale for the benefit of Fund investors.

During its deliberations, the Board reviewed the qualifications of Chilton and heard a presentation by representatives of UBS PRIME Consultants and TPL relating to Chilton. UBS Prime Consultants is a third party consulting firm that provides oversight and detailed reporting of sub-advisers for the Trust and for TPL. Mr. Ally next reported that he had no material negative matters to report. Mr. Ally expressed confidence and praise for the firm and in the firm’s past service to the Timothy Plan Funds. Mr. Ally then presented the results of his due diligence assessment, reporting that he had not found any matter that would disqualify or otherwise negatively impact his opinion of Chilton as a sub-investment adviser for the Fund.

The following table presentsBoard then received written information relating to the personsexperience, strengths, other clients and past investment performance of Chilton and noted with approval the firm’s consistent investment performance, its size and level of expertise, and quality of clientele. The Board noted with further approval that no officer or trustee of the Fund or Trust was affiliated with Chilton, and that no compensation was to be paid to Chilton other than sub-advisory fees under the agreement. Further, the Board noted with approval that the proposed compensation to be paid to Chilton was almost identical to the compensation

currently paid to Delaware, and would be paid by TPL and not the Fund, so there would be no increase in expenses to the Fund’s shareholders. The Board also reviewed the financial condition of Chilton and questioned both TPL and UBS at length to assure themselves that Chilton was financially capable of undertaking the responsibilities of serving the Fund. After reviewing the information and the report of TPL and UBS, the Board agreed that Chilton had sufficient resources to adequately serve the Fund. The Board also reviewed the past performance of Chilton with respect to Chilton clients with investment mandates similar to the Fund and found that performance to be more than adequate. Because Chilton was being engaged as a sub-adviser and its fees would have no effect on overall Fund expenses, costs of services, potential economies of scale and fee levels to achieve economies of scale were all considered moot points.

Consideration of the Sub-Advisory Agreement

The Board then turned its attention to the terms of the proposed sub-advisory agreement. Under the terms of the proposed sub-advisory agreement with Chilton, Chilton would be responsible for managingproviding day-to-day investment advice and choosing the securities in which the Fund invests relating to the Fund’s REIT allocation. Chilton would report directly to TPL, and TPL would be responsible to report to the Board for any errors or omissions made by Chilton. Chilton would not be responsible for mistakes or errors of judgment in its management of the investments of the Fund unless those mistakes or errors of judgment resulted from gross negligence, willful misfeasance or intentional wrongdoing. The proposed sub-advisory agreement would have an initial term of two years, and could be renewed annually thereafter by affirmative vote of a majority of the Board of Trustees and a separate concurring majority vote of the Trust’s independent Trustees. The proposed sub-advisory agreement may be terminated by any party at any time, without penalty, upon sixty (60) days written notice. The proposed sub-advisory agreement would become effective immediately upon receipt of shareholder approval. A copy of the proposed sub-advisory agreement with Chilton is included as Exhibit B to this proxy, which is incorporated by reference into this discussion as if fully set forth herein. It is identical in all material respects to the previous agreement.

The Board then discussed the proposed fees payable to Chilton for its services to the Fund. Since those fees would be paid to Chilton by TPL out of the fees it received from the Fund, the Board sought TPL’s opinion concerning the reasonableness of the proposed fee structure. TPL reported to the Board that Chilton was at least as competitive as the other candidates it had interviewed with respect to its proposed fees. TPL further reported that because Chilton’s proposed fees were so reasonable, TPL would be able to maintain its current level of service to the Funds without the need to seek an overall fee increase.

Based on the Board’s review and UBS and TPL’s recommendation, the Board unanimously voted to approve Chilton as sub-adviser to the Fund and to seek shareholder approval of their choice. The Board also unanimously approved an interim agreement under which Chilton could continue to provide services to the Funds for a period of not more that 150 days, pending shareholder approval of the formal agreement. The Board undertook that action in order to assure that the Funds continued to have professional management.

Financial Effect on the Fund

If Chilton becomes the new Sub-Adviser to the Fund, the fees paid by shareholders of the Fund will remain exactly the same. Fund shareholders currently pay total investment advisory fees of 0.60% per annum of the average daily assets of the number and types ofFund to TPL. If Chilton becomes the new Sub-Adviser to the Fund, TPL will pay to Chilton, from the fee it receives from the Funds, the fees described in the paragraph above.

If the Fund’s shareholders do not approve this Proposal, the Trust will consider other accounts managed by such persons, and how such persons are compensated for managing such accounts. The information is current as of September 30, 2020.alternatives, including proposing another sub-adviser, having TPL manage the Fund independently, or closing the Fund.

Board Recommendation

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In addition to base salary, all portfolio managers and analysts share in a bonus pool that is distributed semi-annually. The amount of bonus compensation is based on quantitative and qualitative factors. Analysts and portfolio managers are rated on their value addedTPL serves as the investment adviser to the team-orientedFund and is responsible for the overall management and supervision of the Fund and its operations. However, the day-to-day selection of securities for the Fund and the provision of a continuing and cohesive fund investment process. Compensationstrategy is not tiedgenerally handled by one or more sub-advisers (“Sub-Advisers”).

One of TPL’s principal responsibilities as investment adviser is to a published or private benchmark. It is importantselect and recommend suitable firms to understand that contributionsoffer day-to-day investment management services to the overallFund as sub-advisers. These sub-advisory firms are paid for their services to the particular fund by TPL out of the fees paid to TPL by the applicable fund.

The Fund currently utilizes BHMS as Sub-Adviser to manage the Fixed Income Allocation of its investment process may include not recommending securities in an analyst’s sector if there are no compelling opportunities amongportfolio. BHMS has served as a Sub-Adviser to the industries coveredFund since the Fund’s inception.

The BHMS sub-advisory agreement was last renewed by that analyst.

Also, allthe Board on February 14, 2020. Under the terms of the sub-advisory agreement, BHMS manages the day-to-day investment and reinvestment of the fixed income portfolio managers are managing directorsallocation of the firmFund’s portfolio securities and receive, on a quarterly basis, a sharecontinuously reviews, supervises and administers the investment program of the firm’s profits, which are, to a great extent, relatedFund, all under the supervision of TPL and the Trust’s Board. Under the current sub-advisory agreement, BHMS is not liable for any error of judgment or any loss unless the error or loss results from the gross negligence, bad faith or willful malfeasance of BHMS. The current agreement may be terminated without penalty by any party upon 60 days written notice. The proposed sub-advisory agreement with BHMS is identical in all material respects to the performance ofsub-advisory agreements currently in place for the Fund. Importantly, the fees being charged by BHMS will not change, and the personnel who manage the Fund will stay the same. Most importantly, the Fund’s overall fee structure will remain the same.

At the Board’s quarterly meeting held on August 28, 2020, the Board was informed that BHMS had entered into an agreement with Perpetual U.S. Holding Company Inc. (“Perpetual”) wherein Perpetual would purchase the entire investment team. In addition, many of our key employees, including all portfolio managers and the majority of our analysts, have economic75.1% ownership in BHMS through a limited partnership that owns a 24.9% equity interest in BHMS LLC.

The compensationcurrently held by BrightSphere. Like BrightSphere, Perpetual is a holding company that invests in a wide variety of portfolio managers is not directly tied to growthfinancial institutions. BHMS informed the Board that the BHMS management team would remain in assetsplace after the transaction and portfolio managers are not compensated for bringing in new business. Of course, growth in assets from the appreciation of existing assets and/or growth in new assets will increase revenues and profit. The consistent, long-term growth in assets at any investment firm is to a great extent, dependent upon the success ofthat the portfolio management team.teams currently in pace for the Funds would remain unchanged after the Transaction. BHMS further informed the Board that the Transaction was due to close on November 30, 2020. Assuming the Transaction closes as anticipated, the current sub-advisory agreement would terminate. Accordingly, a new sub-advisory agreement has been approved by the Board and your ratification is being sought.

Fees and Expenses

Fees paid to BHMS under the proposed sub-advisory agreement will be identical to the fees currently paid by the Fund.

As compensation for its services with respect to the Fund, BHMS receives from TPL an annual fee at a rate equal to 0.15% of the average net assets in the Debt Instrument Sleeve of the Fund.

The fees described above shall be computed daily based upon the net asset value of the Funds, in the aggregate, as determined by a valuation made in accordance with the Trust’s procedures for calculating Fund net asset value as described in the Trust’s currently effective Prospectus and/or Statement of Additional Information.

Assuming that each Fund’s shareholders approve the engagement of BHMS, the sub-advisory agreement will have an initial term of approximately two years. The compensation to be paid to BHMS will be paid to BHMS from the fees received by TPL and will be identical to the previous agreements. Fees to Fund shareholders will not increase.

A copy of the proposed Sub-Advisory Agreement is attached to this proxy as Exhibit C.

Information About Barrow, Hanley, Mewhinney & Strauss

Barrow, Hanley, Mewhinney and Strauss LLC (“BHMS”), 2200 Ross Avenue, 31st Floor, Dallas, TX 75201, currently serves as Sub-Adviser to the Fixed Income and High Yield Bond Funds. BHMS also serves as fixed income manager to the Defensive Strategies Fund and the Growth and Income Fund. BHMS was founded in 1979 as a registered investment advisor, and has provided investment advisory services to institutional and individual investors since that time. BrightSphere Investment Group (“BrightSphere”), a publicly-held company traded on the New York Stock Exchange, currently owns 75.1% of the issued and outstanding ownership interests in BHMS. The other 24.9% of the issued and outstanding ownership interests in BHMS are owned by BHMS employees.

The following persons serve in the capacities indicated below:

James P Barrow, President of BHMS and founding Director

Joseph R. Nixon, Executive Director and Member of the Board of Managers

Cory L. Martin, Executive Director and Member of the Board of Managers

Patricia B. Andrews, Chief Compliance Officer/Chief Risk Officer, and Managing Director

Portfolio Managers: The current portfolio managers for each Fund are described below. After the Transaction, the portfolio management teams will remain exactly the same.

BHMS employs a team at BHMS will increase over time, if and when assets continue to grow.

As of September 30, 2020, nonemanagement concept. Team members are assigned specific sector responsibilities, but enjoy equal responsibilities in the investment process. The members have equal say in the actual management. The members of the Portfolio Managers listed above heldteam are Mark C. Luchsinger, Scott McDonald, Deborah A. Petruzzelli, Erik A. Olson and Rahul Bapna.

Mr. J. Scott McDonald, CFA, joined BHMS in 1995. He currently serves as the lead portfolio manager for BHMS’ Long Duration strategies, specializing in corporate and government bonds. He is also a beneficial interestgeneralist in any Timothy Plan Funds.investment grade fixed income credit research.

Mr. Mark C. Luchsinger, CFA, joined BHMS in 1997. He currently serves as a portfolio manager/analyst, specializing in investment grade and high yield corporate bond strategies and is the lead portfolio manager for the BHMS Core and Core Plus strategies.

Ms. Deborah A. Petruzzelli joined BHMS in 2003. She serves as structured securities portfolio manager for mortgage- backed, asset-backed, and commercial mortgage-backed securities.

Mr. Erik A. Olson joined BHMS in 2001. He serves as a portfolio manager/analyst on high yield strategies and as a senior analyst in credit research.

Mr. Rahul Bapna, CFA, joined BHMS in 2012. He serves as a portfolio manager/analyst on intermediate and short maturity strategies and as a senior analyst in credit research.

Board Considerations

On September 28, 2020, the Fund’s Board of Trustees held a Special meeting to consider, among its stated business, a new sub-investment adviser for the REIT allocation of the Fund, and after full deliberation, selected Chilton to serve in that capacity.

Legal counsel to the Board reminded the Board that currently there are five factors set forth in the case law and by SEC disclosure requirements as minimum considerations for the approval of investment sub-advisory agreements, each of which must be covered. Legal counsel then guided the Board through each consideration, including: (1) the nature, extent, and quality of the services to be provided by the sub- adviser; (2) the investment performance of the Fund and the sub-adviser; (3) the costs of the services to be provided and profits to be realized by the sub-adviser and its affiliates from the relationship with the Fund; (4) the extent to which economies of scale would be realized as the Fund grows; and (5) whether fee levels reflect these economies of scale for the benefit of Fund investors.

During its deliberations, the Board reviewed the qualifications of Chilton and heard a presentation by representatives of UBS PRIME Consultants and TPL relating to Chilton. UBS Prime Consultants is a third party consulting firm that provides oversight and detailed reporting of sub-advisers for the Trust and for TPL. Mr. Ally next reported that he had no material negative matters to report. Mr. Ally expressed confidence and praise for the firm and in the firm’s past service to the Timothy Plan Funds. Mr. Ally then presented the results of his due diligence assessment, reporting that he had not found any matter that would disqualify or otherwise negatively impact his opinion of Chilton as a sub-investment adviser for the Fund.

The Board then received written information relating to the experience, strengths, other clients and past investment performance of Chilton and noted with approval the firm’s consistent investment performance, its size and level of expertise, and quality of clientele. The Board noted with further approval that no officer or trustee of the Fund or Trust was affiliated with Chilton, and that no compensation was to be paid to Chilton other than sub-advisory fees under the agreement. Further, the Board noted with approval that the proposed compensation to be paid to Chilton was almost identical to the compensation

currently paid to Delaware, and would be paid by TPL and not the Fund, so there would be no increase in expenses to the Fund’s shareholders. The Board also reviewed the financial condition of Chilton and questioned both TPL and UBS at length to assure themselves that Chilton was financially capable of undertaking the responsibilities of serving the Fund. After reviewing the information and the report of TPL and UBS, the Board agreed that Chilton had sufficient resources to adequately serve the Fund. The Board also reviewed the past performance of Chilton with respect to Chilton clients with investment mandates similar to the Fund and found that performance to be more than adequate. Because Chilton was being engaged as a sub-adviser and its fees would have no effect on overall Fund expenses, costs of services, potential economies of scale and fee levels to achieve economies of scale were all considered moot points.

Consideration of the Sub-Advisory Agreement

The Board then turned its attention to the terms of the proposed sub-advisory agreement. Under the terms of the proposed sub-advisory agreement with Chilton, Chilton would be responsible for providing day-to-day investment advice and choosing the securities in which the Fund invests relating to the Fund’s REIT allocation. Chilton would report directly to TPL, and TPL would be responsible to report to the Board for any errors or omissions made by Chilton. Chilton would not be responsible for mistakes or errors of judgment in its management of the investments of the Fund unless those mistakes or errors of judgment resulted from gross negligence, willful misfeasance or intentional wrongdoing. The proposed sub-advisory agreement would have an initial term of two years, and could be renewed annually thereafter by affirmative vote of a majority of the Board of Trustees and a separate concurring majority vote of the Trust’s independent Trustees. The proposed sub-advisory agreement may be terminated by any party at any time, without penalty, upon sixty (60) days written notice. The proposed sub-advisory agreement would become effective immediately upon receipt of shareholder approval. A copy of the proposed sub-advisory agreement with Chilton is included as Exhibit B to this proxy, which is incorporated by reference into this discussion as if fully set forth herein. It is identical in all material respects to the previous agreement.

The Board then discussed the proposed fees payable to Chilton for its services to the Fund. Since those fees would be paid to Chilton by TPL out of the fees it received from the Fund, the Board sought TPL’s opinion concerning the reasonableness of the proposed fee structure. TPL reported to the Board that Chilton was at least as competitive as the other candidates it had interviewed with respect to its proposed fees. TPL further reported that because Chilton’s proposed fees were so reasonable, TPL would be able to maintain its current level of service to the Funds without the need to seek an overall fee increase.

Based on the Board’s review and UBS and TPL’s recommendation, the Board unanimously voted to approve Chilton as sub-adviser to the Fund and to seek shareholder approval of their choice. The Board also unanimously approved an interim agreement under which Chilton could continue to provide services to the Funds for a period of not more that 150 days, pending shareholder approval of the formal agreement. The Board undertook that action in order to assure that the Funds continued to have professional management.

Financial Effect on the Fund

If Chilton becomes the new Sub-Adviser to the Fund, the fees paid by shareholders of the Fund will remain exactly the same. Fund shareholders currently pay total investment advisory fees of 0.60% per annum of the average daily assets of the Fund to TPL. If Chilton becomes the new Sub-Adviser to the Fund, TPL will pay to Chilton, from the fee it receives from the Funds, the fees described in the paragraph above.

If the Fund’s shareholders do not approve this Proposal, the Trust will consider other alternatives, including proposing another sub-adviser, having TPL manage the Fund independently, or closing the Fund.

Board Recommendation

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TPL serves as the investment adviser to the Fund and is responsible for the overall management and supervision of the Fund and its operations. However, the day-to-day selection of securities for the Fund and the provision of a continuing and cohesive fund investment strategy is generally handled by one or more sub-advisers (“Sub-Advisers”).

One of TPL’s principal responsibilities as investment adviser is to select and recommend suitable firms to offer day-to-day investment management services to the Fund as sub-advisers. These sub-advisory firms are paid for their services to the particular fund by TPL out of the fees paid to TPL by the applicable fund.

The Fund currently utilizes BHMS as Sub-Adviser to manage the Fixed Income Allocation of its investment portfolio. BHMS has served as a Sub-Adviser to the Fund since the Fund’s inception.

The BHMS sub-advisory agreement was last renewed by the Board on February 14, 2020. Under the terms of the sub-advisory agreement, BHMS manages the day-to-day investment and reinvestment of the fixed income allocation of the Fund’s portfolio securities and continuously reviews, supervises and administers the investment program of the Fund, all under the supervision of TPL and the Trust’s Board. Under the current sub-advisory agreement, BHMS is not liable for any error of judgment or any loss unless the error or loss results from the gross negligence, bad faith or willful malfeasance of BHMS. The current agreement may be terminated without penalty by any party upon 60 days written notice. The proposed sub-advisory agreement with BHMS is identical in all material respects to the sub-advisory agreements currently in place for the Fund. Importantly, the fees being charged by BHMS will not change, and the personnel who manage the Fund will stay the same. Most importantly, the Fund’s overall fee structure will remain the same.

At the Board’s quarterly meeting held on August 28, 2020, the Board was informed that BHMS had entered into an agreement with Perpetual U.S. Holding Company Inc. (“Perpetual”) wherein Perpetual would purchase the entire 75.1% ownership interest in BHMS currently held by BrightSphere. Like BrightSphere, Perpetual is a holding company that invests in a wide variety of financial institutions. BHMS informed the Board that the BHMS management team would remain in place after the transaction and that the portfolio management teams currently in pace for the Funds would remain unchanged after the Transaction. BHMS further informed the Board that the Transaction was due to close on November 30, 2020. Assuming the Transaction closes as anticipated, the current sub-advisory agreement would terminate. Accordingly, a new sub-advisory agreement has been approved by the Board and your ratification is being sought.

Fees and Expenses

Fees paid to BHMS under the proposed sub-advisory agreement will be identical to the fees currently paid by the Fund.

As compensation for its services with respect to the Fund, BHMS receives from TPL an annual fee at a rate equal to 0.15% of the average net assets in the Debt Instrument Sleeve of the Fund.

The fees described above shall be computed daily based upon the net asset value of the Funds, in the aggregate, as determined by a valuation made in accordance with the Trust’s procedures for calculating Fund net asset value as described in the Trust’s currently effective Prospectus and/or Statement of Additional Information.

Assuming that each Fund’s shareholders approve the engagement of BHMS, the sub-advisory agreement will have an initial term of approximately two years. The compensation to be paid to BHMS will be paid to BHMS from the fees received by TPL and will be identical to the previous agreements. Fees to Fund shareholders will not increase.

A copy of the proposed Sub-Advisory Agreement is attached to this proxy as Exhibit C.

Information About Barrow, Hanley, Mewhinney & Strauss

Barrow, Hanley, Mewhinney and Strauss LLC (“BHMS”), 2200 Ross Avenue, 31st Floor, Dallas, TX 75201, currently serves as Sub-Adviser to the Fixed Income and High Yield Bond Funds. BHMS also serves as fixed income manager to the Defensive Strategies Fund and the Growth and Income Fund. BHMS was founded in 1979 as a registered investment advisor, and has provided investment advisory services to institutional and individual investors since that time. BrightSphere Investment Group (“BrightSphere”), a publicly-held company traded on the New York Stock Exchange, currently owns 75.1% of the issued and outstanding ownership interests in BHMS. The other 24.9% of the issued and outstanding ownership interests in BHMS are owned by BHMS employees.

The following persons serve in the capacities indicated below:

James P Barrow, President of BHMS and founding Director

Joseph R. Nixon, Executive Director and Member of the Board of Managers

Cory L. Martin, Executive Director and Member of the Board of Managers

Patricia B. Andrews, Chief Compliance Officer/Chief Risk Officer, and Managing Director

Portfolio Managers: The current portfolio managers for each Fund are described below. After the Transaction, the portfolio management teams will remain exactly the same.

BHMS employs a team management concept. Team members are assigned specific sector responsibilities, but enjoy equal responsibilities in the investment process. The members have equal say in the actual management. The members of the team are Mark C. Luchsinger, Scott McDonald, Deborah A. Petruzzelli, Erik A. Olson and Rahul Bapna.

Mr. J. Scott McDonald, CFA, joined BHMS in 1995. He currently serves as the lead portfolio manager for BHMS’ Long Duration strategies, specializing in corporate and government bonds. He is also a generalist in investment grade fixed income credit research.

Mr. Mark C. Luchsinger, CFA, joined BHMS in 1997. He currently serves as a portfolio manager/analyst, specializing in investment grade and high yield corporate bond strategies and is the lead portfolio manager for the BHMS Core and Core Plus strategies.

Ms. Deborah A. Petruzzelli joined BHMS in 2003. She serves as structured securities portfolio manager for mortgage- backed, asset-backed, and commercial mortgage-backed securities.

Mr. Erik A. Olson joined BHMS in 2001. He serves as a portfolio manager/analyst on high yield strategies and as a senior analyst in credit research.

Mr. Rahul Bapna, CFA, joined BHMS in 2012. He serves as a portfolio manager/analyst on intermediate and short maturity strategies and as a senior analyst in credit research.

Additional Information about BHMS

The following table presents information relating to the persons responsible for managing Fund assets, the number and types of other accounts managed by such persons, and how such persons are compensated for managing such accounts. The information is current as of September 30, 2020.

In addition to base salary, all portfolio managers and analysts share in a bonus pool that is distributed semi-annually. The amount of bonus compensation is based on quantitative and qualitative factors. Analysts and portfolio managers are rated on their value added to the team-oriented investment process. Compensation is not tied to a published or private benchmark. It is important to understand that contributions to the overall investment process may include not recommending securities in an analyst’s sector if there are no compelling opportunities among the industries covered by that analyst.

Also, all of the fixed income portfolio managers are managing directors of the firm and receive, on a quarterly basis, a share of the firm’s profits, which are, to a great extent, related to the performance of the entire investment team. In addition, many of our key employees, including all portfolio managers and the majority of our analysts, have economic ownership in BHMS through a limited partnership that owns a 24.9% equity interest in BHMS LLC.

The compensation of portfolio managers is not directly tied to growth in assets and portfolio managers are not compensated for bringing in new business. Of course, growth in assets from the appreciation of existing assets and/or growth in new assets will increase revenues and profit. The consistent, long-term growth in assets at any investment firm is to a great extent, dependent upon the success of the portfolio management team. The compensation of the portfolio management team at BHMS will increase over time, if and when assets continue to grow.

As of September 30, 2020, none of the Portfolio Managers listed above held a beneficial interest in any Timothy Plan Funds.

Board Considerations

At the Board’s quarterly meeting held on August 28, 2020, the Board was informed that BHMS had entered into an agreement with Perpetual U.S. Holding Company Inc. (“Perpetual”) wherein Perpetual would purchase the entire 75.1% ownership interest in BHMS currently held by BrightSphere. Like BrightSphere, Perpetual is a holding company that invests in a wide variety of financial institutions. BHMS informed the Board that the BHMS management team would remain in place after the transaction and that the portfolio management teams currently in pace for the Funds would remain unchanged after the Transaction. BHMS further informed the Board that the Transaction was due to close on November 30, 2020.

Legal counsel to the Board then informed the Board that upon the closing of the Transaction, the sub-advisory agreements currently in effect for the Funds would automatically terminate, because under federal law, the Transaction is likely considered an “assignment” of the sub-advisory agreements, and assignments are prohibited. As a result, the Board would need to consider whether to re-engage BHMS or seek the services of a new sub-adviser. TPL strongly recommended that the Board re-engage BHMS for all three Funds.

Legal counsel to the Board reminded the Board that currently there are five factors set forth in the case law and by SEC disclosure requirements as minimum considerations for the approval of investment sub-advisory agreements, each of which must be covered. Legal counsel then guided the Board through each consideration, including: (1) the nature, extent, and quality of the services to be provided by the sub- adviser; (2) the investment performance of the Fund and the sub-adviser; (3) the costs of the services to be provided and profits to be realized by the sub-adviser and its affiliates from the relationship with the Fund; (4) the extent to which economies of scale would be realized as the Fund grows; and (5) whether fee levels reflect these economies of scale for the benefit of Fund investorsFund.

During its deliberations, the Board reviewed the qualifications of BHMS and heard a presentation by representatives of UBS PRIME Consultants and TPL relating to BHMS. UBS Prime Consultants is a third party consulting firm that provides oversight and detailed reporting of sub-advisers for the Trust and for TPL. Mr. Ally next reported that he had no material negative matters to report. Mr. Ally expressed confidence and praise for the firm and the firm’s past service to the Timothy Plan Funds. Mr. Ally then presented the results of his due diligence assessment, reporting that he had not found any matter that would disqualify or otherwise negatively impact his opinion of BHMS as a sub-investment adviser for the Funds.Fund.

The Board then formally considered the re-engagement of BHMS, and after full consideration, approved the re-engagement of BHMS for all three Funds and directed Trust management to call a shareholders meeting of the Funds to seek shareholder approval of the decision.

In coming to its conclusions, the Board received written information relating to the experience, strengths, other clients and past investment performance of BHMS and noted with approval the firm’s consistent investment performance on behalf of the Fund, its size and level of expertise, and quality of clientele. The Board noted with further approval that no officer or trustee of the Fund or Trust was affiliated with BHMS, and that no compensation was to be paid to BHMS other than sub-advisory fees under the agreement, and that the fees payable to BHMS would be paid by TPL out of the fees received by TPL from each Fund. Further, the Board noted with approval that compensation paid to TPL for each Fund was identical to the compensation currently paid to TPL, so there would be no increase in expenses to the Fund’s shareholders. The Board also reviewed the financial condition of BHMS and questioned both TPL and UBS at length to assure themselves that BHMS was financially capable of undertaking the responsibilities of serving the Fund. After reviewing the information and the report of TPL and UBS, the Board agreed that BHMS had sufficient resources to adequately serve each Fund. The Board also reviewed the past performance of BHMS with respect to each Fund and found that performance to be more than adequate. Because BHMS was being engaged as a sub-adviser and its fees would have no effect on overall Fund expenses, costs of services, potential economies of scale and fee levels to achieve economies of scale were all considered moot points.

Consideration of the Sub-Advisory Agreement

The Board then turned its attention to the terms of the proposed sub-advisory agreement. Under the terms of the proposed sub-advisory agreement with BHMS, BHMS would be responsible for providing day-to-day investment advice and choosing the fixed income securities in which the Funds invest relating to the Fund’s fixed income allocation. BHMS would report directly to TPL, and TPL would be responsible to report to the Board for any errors or omissions made by BHMS. BHMS would not be responsible for mistakes or errors of judgment in its management of the investments of the Fund unless those mistakes or errors of judgment resulted from gross negligence, willful misfeasance or intentional wrongdoing. The proposed sub-advisory agreement would have an initial term of two years, and could be renewed annually thereafter by affirmative vote of a majority of the Board of Trustees and a separate concurring majority vote of the Trust’s independent Trustees. The proposed sub-advisory agreement may be terminated by any party at any time, without penalty, upon sixty (60) days written notice. The proposed sub-advisory agreement would become effective immediately upon receipt of shareholder approval. A copy of the proposed sub-advisory agreement with BHMS is included as Exhibit B to this proxy, which is incorporated by reference into this discussion as if fully set forth herein. It is identical in all material respects to the previous agreements.

The Board then discussed the proposed fees payable to BHMS for its services to the Fund. Since those fees would be paid to BHMS by TPL out of the fees it received from the Fund, the Board sought TPL’s opinion concerning the reasonableness of the proposed fee structure. TPL reported to the Board that BHMS was at least as competitive as the other candidates it had interviewed with respect to its proposed fees. TPL further reported that because BHMS’s proposed fees were so reasonable, TPL would be able to maintain its current level of service to the Funds without the need to seek an overall fee increase.

Based on the Board’s review and UBS and TPL’s recommendation, the Board, with the Independent Trustees separately concurring, unanimously voted to approve BHMS as sub-adviser to the Fund and to seek shareholder approval of their choice. The Board, with the Independent Trustees separately concurring, also unanimously approved an interim agreement, effective December 1, 2020, under which BHMS could continue to provide services to the Funds for a period of not more that 150 days, pending shareholder approval of the formal agreement. The Board undertook that action in order to assure that the Funds continued to have professional management in the event that shareholder approval of the Sub-Advisory Agreement had not been obtained prior to November 30, 2020.

Financial Effect on the Fund

If BHMS becomes the new Sub-Adviser to the Funds, the fees paid by shareholders of the Fund will remain exactly the same.

If the Fund’s shareholders do not approve this Proposal, the Trust will consider other alternatives, including proposing another sub-adviser, having TPL manage the Fund independently, or closing the Funds.

Board Recommendation

OTHER INFORMATION

UNDERWRITER

Timothy Partners, Ltd. (“TPL”) 1055 Maitland Center Commons, Maitland, FL 32751, in addition to serving as investment adviser to the Fund, also serves as principal underwriter to the Trust’s shares. TPL is a broker/dealer registered as such with the Securities and Exchange Commission and is a member in good standing of the Financial Industry Regulatory Administration (“FINRA”).

TPL is not directly compensated by the Trust for its distribution services. However, TPL generally retains dealer concessions on sales of Class A Fund shares as set forth in the Trust’s prospectus and may retain some or all of the fees paid by the Fund pursuant to 12b-1 Plans of Distribution. With respect to Class A shares, TPL may pay some or all of the dealer concession to selling brokers and dealers from time to time, at its discretion. A broker or dealer who receives more than 90% of a selling commission may be considered an “underwriter” under federal law. With respect to both Class A and Class C shares, TPL may pay some or all of the collected 12b-1 fees to selling brokers and dealers from time to time, at its discretion

ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTING

Gemini Fund Services, LLC, 80 4221 N. 203^rd Street, Suite 11, Elkhorn, NE 68022-3474, provides administrative, transfer agent, and accounting services to the Fund pursuant to a written agreement with the Trust.

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.

FINANCIAL STATEMENTS

The financial statements for each Fund and the Trust are incorporated herein by reference to the Trust’s unaudited semi-annual financial report, dated March 31, 2020,2019, and the Trust’s audited annual financial report, dated September 30, 2019.

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 THE DEFENSIVE STRATEGIES FUND, BY CLASS AND TOTAL

As of November 4, 2020

FIXED INCOME FUND

HIGH YIELD BOND FUND

GROWTH & INCOME FUND

HOLDERS OF MORE THAN

5% OF FUNDTHE DEFENSIVE STRATEGIES FUND’S SHARES

As of November 4, 2020

Timothy Plan Officer/Director Ownership of Fund Shares

As of December 31, 2019

EXHIBIT B

Sub-Advisory Agreement

The Timothy Plan Defensive Strategies Fund

THIS AGREEMENT is made and entered into as of the day of , 2020, by and between The Timothy Plan, a Delaware business trust (the “Trust”), Timothy Partners, Ltd., a Florida Limited Partnership (the “Adviser”), and Chilton Capital Management, LLC, a limited liability company (the “Investment Manager”).

WHEREAS, the Trust is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (the “Act”) and authorized to issue an indefinite number of series of shares representing interests in separate investment portfolios (each referred to as a “Fund”); and

WHEREAS, Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, and engages in the business of asset management; and

WHEREAS, Investment Manager is registered as an investment adviser under the Investment Advisers Act of 1940, and engages in the business of asset management; and

WHEREAS, the Trust has engaged Adviser to provide investment management services to each Fund in the Trust; and

WHEREAS, the Adviser desires to retain Investment Manager to render certain investment management services to the Timothy Plan Defensive Strategies Fund (the “DS Fund”), and Investment Manager is willing to render such services; and

WHEREAS, the Trust consents to the engagement of Investment Manager by Adviser.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

Investment Manager shall discharge the foregoing responsibilities subject to the overall control of the officers, directors, and trustees of the Adviser, in compliance with such policies as the Board of Trustees of the Trust may from time to time establish, in compliance with the objectives, policies, and limitations of the DS Fund as set forth in the Trust’s prospectus and statement of additional information, as amended from time to time, and with all applicable laws and regulations. The Adviser will provide Investment Manager with a copy of each registration statement relating to the DS Fund promptly after it has been filed with the Securities and Exchange Commission. All Services to be furnished by Investment Manager under this Agreement may be furnished through the medium of any directors, officers or employees of Investment Manager or through such other parties as Investment Manager may determine from time to time.

Investment Manager agrees, at its own expense or at the expense of one or more of its affiliates, to render the Services and to provide the office space, furnishings, equipment and personnel in sufficient amounts and manner to perform the Services on the terms and for the compensation provided herein. Investment Manager may authorize and permit any of its officers, directors and employees to be elected as officers of the Trust and to serve in the capacities in which they are elected.

Unless expressly assumed under this Agreement by Investment Manager, the Trust and/or Adviser shall pay all costs and expenses normally incurred by the DS Fund in connection with the Trust’s operation and organization. To the extent Investment Manager incurs any cost by assuming expenses which are an obligation of the Adviser or Trust, the Adviser or Trust shall promptly reimburse Investment Manager for such costs and expenses.

The fees described above shall be computed daily based upon the net asset value of the Allocated Assets as determined by a valuation made in accordance with the Trust’s procedures for calculating DS Fund net asset value as described in the Trust’s currently effective Prospectus and/or Statement of Additional Information. During any period when the determination of the DS Fund’s net asset value is suspended by the trustees of the Trust, the net asset value of a share of the DS Fund as of the last business day prior to such suspension shall, for the purpose of this Paragraph 3, be deemed to be net asset value at the close of each succeeding business day until it is again determined.

The fees described above are annual fees, payable 1/12^th monthly. Fees for Services rendered during any month will be paid within five (5) business days after the end of the month in which such Services were rendered. In the event that this Agreement is terminated prior to the end of a month in which Investment Manager is providing Services, Adviser shall pay to Investment Manager fees accumulated during that month to the date of termination within five (5) business days after the end of the month in which such Services were rendered. Investment Manager shall have no right to obtain compensation directly from the DS Fund or the Trust for Services provided hereunder and agrees to look solely to the Adviser for payment of fees due.

The Trust and Adviser agree that Investment Manager may give advice or exercise investment responsibility and take other action with respect to accounts of other clients which may differ from advice given or the timing or nature of action taken with respect to the DS Fund; provided that Investment Manager acts in good faith, and provided further that it is Investment Manager’s policy to allocate, within its reasonable discretion, investment opportunities to the DS Fund over a period of time on a fair and equitable basis relative to other client accounts, taking into account the investment objectives and policies of the

DS Fund and any specific instructions applicable thereto. Investment Manager agrees that the use of the “Screened List” as set forth in the Confidentiality Agreement entered into by Investment Manager and Advisor, which Agreement is incorporated herein by specific reference, shall be kept in strictest of confidence and shall be used for no other purpose than that set forth therein.

In order to assist Investment Manager in performing the Services to the DS Fund, the Trust and/or Adviser may from time to time provide Investment Manager with information, documents, research or writings designated as proprietary by the Trust or the Adviser. Investment Manager agrees that, upon being informed that such information, documents, research or writings provided to it are deemed proprietary by the Trust and/or the Adviser, Investment Manager shall use such proprietary documents only to assist it in performing the Services to the DS Fund, and further agrees not to use, distribute, or publish, for its own benefit or for the benefit of others, information, documents, research or writings designated as proprietary by the Trust or the Adviser.

In rendering its Services to the DS Fund, Investment Manager shall be deemed to be an independent contractor. Unless expressly authorized or requested by the Trust, Investment Manager shall have no authority to act for or represent the Trust in any way other than as an independent contractor providing the Services described in this Agreement. The parties to this Agreement acknowledge and agree that the Trust may, from time to time, authorize Investment Manager to act for or represent the Trust under limited circumstances. In such circumstances, Investment Manager may be deemed to be an agent of the Trust. Except for those circumstances in which the Trust has specifically authorized Investment Manager to act for or represent the Trust, Investment Manager shall in no way be deemed an agent of the Trust.

Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of Investment Manager to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business.

It is understood that the name “Chilton Capital Management, LLC” and any derivatives associated with that name are the valuable property of the Investment Manager. Investment Manager understands and agrees that the Trust may use such name(s) in the DS Fund’s Prospectus, Statement of Additional Information and other documents comprising the Registration Statement in order to satisfy the Trust’s disclosure requirements under federal law. The Trust and Adviser each understands and agrees that in sales literature and reports prepared for dissemination to shareholders of and prospective investors in the DS Fund, the Adviser and/or the Trust shall not make public any material containing such name(s) without first obtaining the written consent of the Investment Manager, which consent shall not unreasonably be withheld. Upon the termination of this Agreement, the Trust and/or Adviser shall forthwith cease to use such name(s).

Adviser and the Trust agree to indemnify and defend Investment Manager, its officers, directors, and employees for any loss or expense (including reasonable attorney’s fees) arising out of or in connection with any action, suit or proceeding relating to any actual or alleged material misstatement or omission in the Fund’s registration statement, any proxy statement, or any communication to current or prospective investors in the DS Fund (other than any material misstatement or omission made in reliance upon and in conformity with written information furnished by Investment Manager to Adviser or the DS Fund).

Investment Manager represents that (a) a copy of the Trust’s currently effective prospectus and statement of additional information has been delivered to Investment Manager; (b) Investment Manager has acted and will continue to act in conformity with the Act and other applicable laws; and (c) Investment Manager is authorized to enter into this Agreement and to perform the Services described herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and the year first written above.

EXHIBIT C

Sub-Advisory Agreement

THIS AGREEMENT is made and entered into as of the 1^st day of December, 2020, by and between The Timothy Plan, a Delaware business trust (the “Trust”), Timothy Partners, Ltd., a Florida Limited Partnership (the “Adviser”), and Barrow, Hanley, Mewhinney & Strauss, LLC, (the “Sub-Adviser”).

WHEREAS, the Trust is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (the “Act”) and authorized to issue an indefinite number of series of shares representing interests in separate investment portfolios (each referred to as a “Fund”); and

WHEREAS, Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, and engages in the business of asset management; and

WHEREAS, Sub-Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, and engages in the business of asset management; and

WHEREAS, the Trust has engaged Adviser to provide investment management services to each Fund in the Trust; and

WHEREAS, the Adviser desires to retain Sub-Adviser to render certain investment management services to the Timothy Plan Fixed Income Fund, Timothy Plan High Yield Bond Fund, Timothy Plan Defensive Strategies Fund, and Timothy Plan Growth & Income Fund (each a “Fund” and together the “Funds”), and Sub-Adviser is willing to render such services; and

WHEREAS, the Trust consents to the engagement of Sub-Adviser by Adviser.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

Sub-Adviser shall discharge the foregoing responsibilities subject to the overall control of the officers, directors, and trustees of the Adviser, in compliance with such policies as the Board of Trustees of the Trust may from time to time establish, in compliance with the objectives, policies, and limitations of the Funds as set forth in the Trust’s prospectus and statement of additional information, as amended from time to time, and with all applicable laws and regulations. The Adviser will provide Sub-Adviser with a copy of each registration statement relating to the Funds promptly after it has been filed with the Securities and Exchange Commission. All Services to be furnished by Sub-Adviser under this Agreement may be furnished through the medium of any directors, officers or employees of Sub-Adviser or through such other parties as Sub-Adviser may determine from time to time.

Sub-Adviser agrees, at its own expense or at the expense of one or more of its affiliates, to render the Services and to provide the office space, furnishings, equipment and personnel in sufficient amounts and manner to perform the Services on the terms and for the compensation provided herein. Sub-Adviser may authorize and permit any of its officers, directors and employees to be elected as trustees or officers of the Trust and to serve in the capacities in which they are elected.

Unless expressly assumed under this Agreement by Sub-Adviser, the Trust and/or Adviser shall pay all costs and expenses normally incurred by the Portfolio in connection with the Trust’s operation and organization. To the extent Sub-Adviser incurs any cost by assuming expenses which are an obligation of the Adviser or Trust, the Adviser or Trust shall promptly reimburse Sub-Adviser for such costs and expenses.

The fees described above shall be computed daily based upon the net asset value of each Fund as determined by a valuation made in accordance with the Trust’s procedures for calculating Fund net asset value as described in the Trust’s currently effective Prospectus and/or Statement of Additional Information. During any period when the determination of a Fund’s net asset value is suspended by the trustees of the Trust, the net asset value of a share of that Fund as of the last business day prior to such suspension shall, for the purpose of this Paragraph 3, be deemed to be net asset value at the close of each succeeding business day until it is again determined.

The fees described above are annual fees, payable 1/12^th monthly. Fees for Services rendered during any month will be paid within five (5) business days after the end of the month in which such Services were rendered. In the event that this Agreement is terminated prior to the end of a month in which Sub-Adviser is providing Services, Adviser shall pay to Sub-Adviser fees accumulated during that month to the date of termination within five (5) business days after the end of the month in which such Services were rendered. Sub-Adviser shall have no right to obtain compensation directly from the Portfolio or the Trust for Services provided hereunder and agrees to look solely to the Adviser for payment of fees due.

The Trust and Adviser agree that Sub-Adviser may give advice or exercise investment responsibility and take other action with respect to accounts of other clients which may differ from advice given or the timing or nature of action taken with respect to a Fund; provided that Sub-Adviser acts in good faith, and provided further that it is Sub-Adviser’s policy to allocate, within its reasonable discretion, investment opportunities to the Fund over a period of time on a fair and equitable basis relative to other client accounts, taking into account the investment objectives and policies of the Fund and any specific instructions applicable thereto. Sub-Adviser agrees that the use of the “Screened List” as set forth in the Confidentiality Agreement entered into by Sub-Adviser and Advisor, which Agreement is incorporated herein by specific reference, shall be kept in strictest of confidence and shall be used for no other purpose than that set forth therein.

In order to assist Sub-Adviser in performing the Services to the Funds, the Trust and/or Adviser may from time to time provide Sub-Adviser with information, documents, research or writings designated as proprietary by the Trust or the Adviser. Sub-Adviser agrees that, upon being informed that such information, documents, research or writings provided to it are deemed proprietary by

the Trust and/or the Adviser, Sub-Adviser shall use such proprietary documents only to assist it in performing the Services to the Funds, and further agrees not to use, distribute, or publish, for its own benefit or for the benefit of others, information, documents, research or writings designated as proprietary by the Trust or the Adviser.

In rendering its Services to the Funds, Sub-Adviser shall be deemed to be an independent contractor. Unless expressly authorized or requested by the Trust, Sub-Adviser shall have no authority to act for or represent the Trust in any way other than as an independent contractor providing the Services described in this Agreement. The parties to this Agreement acknowledge and agree that the Trust may, from time to time, authorize Sub-Adviser to act for or represent the Trust under limited circumstances. In such circumstances, Sub-Adviser may be deemed to be an agent of the Trust. Except for those circumstances in which the Trust has specifically authorized Sub-Adviser to act for or represent the Trust, Sub-Adviser shall in no way be deemed an agent of the Trust.

Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of Sub-Adviser to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business.

It is understood that the name “Barrow Hanley Mewhinney & Strauss”, “BHMS” and any derivatives associated with that name are the valuable property of the Sub-Adviser. Sub-Adviser understands and agrees that the Trust may use such name(s) in the Funds’ Prospectus, Statement of Additional Information and other documents comprising the Registration Statement in order to satisfy the Trust’s disclosure requirements under federal law. The Trust and Adviser each understands and agrees that in sales literature and reports prepared for dissemination to shareholders of and prospective investors in the Funds, the Adviser and/or the Trust shall not make public any material containing such name(s) without first obtaining the written consent of the Sub-Adviser, which consent shall not unreasonably be withheld. Upon the termination of this Agreement, the Trust and/or Adviser shall forthwith cease to use such name(s).

Adviser and the Trust agree to indemnify and defend Sub-Adviser, its officers, directors, and employees for any loss or expense (including reasonable attorney’s fees) arising out of or in connection with any action, suit or proceeding relating to any actual or alleged material misstatement or omission in the Fund’s registration statement, any proxy statement, or any communication to current or prospective investors in the Portfolio (other than any material misstatement or omission made in reliance upon and in conformity with written information furnished by Sub-Adviser to Adviser or the Portfolio).

Sub-Adviser represents that (a) a copy of the Trust’s currently effective prospectus and statement of additional information has been delivered to Sub-Adviser; (b) Sub-Adviser has acted and will continue to act in conformity with the Act and other applicable laws; and (c) Sub-Adviser is authorized to enter into this Agreement and to perform the Services described herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and the year first written above.

The Timothy Plan

Timothy Partners, Ltd.

Barrow, Hanley, Mewhinney & Strauss

��

Arthur D. Ally

Covenant Funds, Inc.

By:

Cory Martin

President

President

Managing General

Its:

CEO & Executive Director

Partner, Arthur D.

Partner, Arthur D. Ally, President

Ally, President

Exhibit A

As compensation for its services with respect to the Fixed-Income Fund, High Yield Bond Fund, and the fixed-income allocation of the Growth & Income Fund, taken together in the aggregate, Sub-Adviser will receive from TPL the following annual fees:

As compensation for its services with respect to the Defensive Strategies Fund, BHMS receives from TPL an annual fee at a rate equal to 0.15% of the average net assets in the Debt Instrument Sleeve of the Fund.

The fees described above shall be computed daily based upon the net asset value of the Fund as determined by a valuation made in accordance with the Trust’s procedures for calculating Fund net asset value as described in the Trust’s currently effective Prospectus and/or Statement of Additional Information.

The fees paid to BHMS on behalf of the Fund under the sub-advisory agreements will be paid by TPL out of the fees received by TPL under its Investment Advisory Agreement with the Funds.

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 21, 2020

1055 MAITLAND CENTER COMMONS MAITLAND, FL 32751

[INSERTTIMOTHY PLAN DEFENSIVE STRATEGIES FUND NAME]

The undersigned, revoking previous proxies, if any, with respect to the shares described below, hereby appoints Ben Mollozzi, Esq. and James McGuire, each an attorney, agent, and proxy of the undersigned, with full power of substitution, to vote at the Special Meeting of Shareholders (the “Meeting”) of the above-mentioned Fund (the “Fund”) to be held at the offices of the Trust’s Investment Adviser, Timothy Partners, Ltd., located at 1055 Maitland Center Commons Blvd., Maitland, FL 32751 on December 21, 2020 at 2:0030 PM, Eastern time, and at any and all adjournments or postponement(s) thereof all shares of beneficial interest of the Fund, on the proposalproposals set forth below and any other matters properly brought before the Meeting.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. THIS PROXY CARD WILL BE VOTED AS INSTRUCTED. IF NO SPECIFICATION IS MADE AND THE PROXY CARD IS EXECUTED, THE PROXY CARD WILL BE VOTED “FOR” PROPOSAL 1.PROPOSALS 1 AND 2. THE PROXIES ARE AUTHORIZED, IN THEIR DISCRETION, TO VOTE UPON SUCH MATTERS AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS.

PLEASE VOTE VIA THE INTERNET OR TELEPHONE OR MARK, SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED ENVELOPE

CONTINUED ON THE REVERSE SIDE

EVERY SHAREHOLDER’S VOTE IS IMPORTANT!

You may have received more than one proxy card due to multiple investments in the Funds.Fund.

PLEASE REMEMBER TO VOTE ALL OF YOUR PROXY CARDS!

PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE UPPER PORTION IN THE ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THIS SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 21, 2020

THE PROXY STATEMENT AND THE NOTICE OF SPECIAL MEETING OF SHAREHOLDERS FOR THIS MEETING ARE AVAILABLE AT:HTTP://WWW.OKAPIVOTE.COM/TPBARROWTPCHILTON