Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
--------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
TIMOTHY PLAN
--------------------------------------------------------------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
NOT APPLICABLE
Payment of Filing Fee (Check the appropriate box):
| [X] | No fee required. |
| [ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |
| 1. | Title of each class of securities to which transaction applies: | |
..............................................................................
| 2. | Aggregate number of securities to which transaction applies: | |
..............................................................................
| 3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |
..............................................................................
| 4. | Proposed maximum aggregate value of transaction: | |
..............................................................................
| 5. | Total fee paid: | |
.............................................................................
| [ ] | Fee paid previously with preliminary materials. |
| [ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| 6. | Amount Previously Paid: | |
.............................................................................
| 7. | Form, Schedule or Registration Statement No.: | |
............................................................................
| 8. | Filing Party: | |
.............................................................................
| 9. | Date Filed: | |
.............................................................................
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
of the
TIMOTHY PLAN DEFENSIVE STRATEGIESAGGRESSIVE GROWTH FUND
TIMOTHY PLAN LARGE/MID CAP GROWTH 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 Defensive StrategiesAggressive Growth Fund and the Timothy Plan Large/Mid Cap Growth Fund (the “Special Meeting”) on Monday, December 21, 2020July 25, 2022 at 2:30 p.m.10:00 a.m., Eastern Time. The Special Meeting will be held at the offices of the Trust’s Investment Adviser, Timothy Partners, Ltd.,Administrator, Ultimus Fund Services, LLC, located at 1055 Maitland Center Commons Blvd., Maitland, FL 32751.80 Arkay Drive, Suite 110, Hauppauge, NY 11788.
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 eighteentwenty (20) 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 Defensive StrategiesAggressive Growth Fund (theand Timothy Plan Large/Mid Cap Growth Fund (each a “Fund” and together the “Funds”) offersoffer 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.
The two matters to be considered at the Special Meeting will be:
| 1. | Approval |
|
Fund shareholdersYou may vote at the Special Meeting if you are being asked to approve Chilton as the Sub-Adviser for the REIT portionrecord owner of shares of the Fund due to the pending resignationas 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 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.
Fund 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, the 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 the Fund and to seek shareholder ratification of its decision.
Fund shareholders of record at the close of business on November 4, 2020 are entitled to notice of, and to vote at,June 1, 2022. If you attend 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 quicklymay vote your shares please call Okapi Partners LLC, your Fund’s proxy solicitor, toll-free at 888-785-6709. Thankin person. If you for your continued investment in the 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/TPChilton.
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 planexpect to attend the special meeting,Special Meeting, please vote your shares; if you attendcall the special meeting, you may revoke your proxy and vote your sharesTrust at the special meeting. Whichever method you choose, please read the enclosed Proxy Statement carefully before you vote.1-800-662-0201 to inform them.
Your vote on this proposal is very important. If you own Fund shares in more than one account of the Fund,Trust, 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
Whether or not you plan to attend the Special Meeting, will be included for purposes of obtaining a quorum, but will not be counted towardsplease fill in, date, sign and return your proxy card(s) in the vote itself. However, if the Special Meeting is adjourned to a later date and theenclosed postage paid envelope. You may also return your completed proxy is received before the next Meeting date, the vote will be counted
The Fund is sensitivecard by faxing it to the health and travel concerns the Fund’s shareholdersTrust at 631-951-0573. You 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,also vote online at www.OkapiVote.com/TPChiltonMeeting and encourages you to check this website prior to the special meeting if you plan to attend.__________________.com
PLEASE VOTE NOW TO HELP SAVE THE COST OF ADDITIONAL SOLICITATIONS.
As always, we thank you for your confidence and support.
By Order of the Board of Trustees, |
Arthur D. Ally |
Chairman |
June __, 2022 |
November 12, 2020
Proxy Statement
November 12, 2020
Important Voting Information Inside
The Timothy Plan Defensive Strategies Fund
A 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 Defensive StrategiesAggressive Growth Fund
Timothy Plan Large/Mid Cap Growth Fund
1055 Maitland Center Commons
Maitland, FL 32751
Toll Free 800-846-7526
PROXY STATEMENT
Dated November 12, 2020June _, 2022
SPECIAL MEETING OF SHAREHOLDERS
To be Held on December 21, 2020July 25, 2022
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 Defensive StrategiesAggressive Growth Fund (theand the Timothy Plan Large/Mid Cap Growth Fund (each a “Fund” and together the “Funds”), in order to seek shareholder approval of two proposalsone proposal relating to theeach Fund. The Special Meeting will be held on Monday, December 21, 2020 at 2:30 p.m., Eastern Time at the offices of the Trust’s Investment Adviser, Timothy Partners, Ltd.Ultimus Fund Services, Inc. (“Ultimus”), located at 1055 Maitland Center Commons Blvd.80 Arkay Drive, Suite 110, Hauppauge, NY 11788, at 10:00 a.m., Maitland, FL 32751.Eastern Time, on Monday, July 25, 2022. Gemini serves as Administrator to the Trust. If you expect to attend the Special Meeting in person, please call Okapi Partners, our proxy solicitor, toll-freethe Trust at 888-785-67091-800-662-0201 to inform them of your intention. This proxy was first mailed to eligible shareholders on or about November 9, 2020.June __, 2022.
ProposalsItems for Consideration
The two proposalssole matter to be considered at the Special Meeting will be:
Approval |
|
1.
Eligibility to Vote
If you were the record owner of any shares of the Fund as of the close of business on November 4, 2020June 1, 2022 (the “Record Date”), then you are eligible to vote at the Special Meeting. As of the Record Date, the Aggressive Growth Fund had a total of 3,197,262.888_______________ shares issued and outstanding, and the Large/Mid Cap Fund, had a total of ______________ 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.provided, or to vote online at www.____________.com. 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 and Brittany Weise, Esq. 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 Proposalssole Proposal 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:
| TO VOTE BY TELEPHONE: | TO VOTE BY INTERNET: | TO VOTE BY MAIL | ||||||||
1 | Read the Proxy Statement and have the enclosed proxy card at hand | 1 | Read the Proxy Statement and have the enclosed proxy card at hand | 1 | Read the Proxy Statement and have the enclosed proxy card at hand | |||||
2 | Call the toll-free number that appears on the enclosed proxy card and follow the simple instructions | 2 | Go to the website that appears on the enclosed proxy card and follow the simple instructions | 2 | Fill out the proxy card, sign it, and mail it to the address on the card. | |||||
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, 1,598,632.440________________ (50% + 1) eligible shares of the Aggressive Growth Fund must be present, in person or by proxy, to constitute a quorum.quorum, and _____________________ (50% + 1) eligible shares of the Large/mid Cap Growth 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 ProposalProposals
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 theeach 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.
CostsCost of The Shareholder Meeting And Proxy Solicitation
The FundChartwell is paying theall costs of the proxy relating to the Chilton proposal. BHMS is paying the costs of the proxy relating to the BHMS proposal. Certain persons associated with the Special Meeting. Certain employees of Timothy Partners, Ltd, Investment Adviser and Principal Underwriter to the Fund (“TPL”), or their designees, may be conducting proxy solicitations. TPL will not be charging the Fund for any costs
associated with such solicitations. TPL has also engaged the services of Okapi Partners (“Okapi”)LLC to manage and oversee theassist in proxy solicitation. Okapisolicitations. Chartwell will be conductingpaying 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 $25,626, $12,813 of which will be paid by 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.Okapi Partners LLC’s services.
Who To Call With Questions
If you havePlease call the Trust at 1-800-846-7526 with any questions regarding the Proxy Statement oryou may have relating to quickly vote your shares, please call Okapi Partners LLC toll-free at 888-785-6709.this proxy statement. Also, at your request, the Trust will send you a free copy of its most recent audited annual report, dated September 30, 2019,2021, and its most recent unaudited semi-annual report, dated March 31, 2020.2022. 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. | APPROVAL OF |
Background
The Aggressive Growth Fund
The Timothy Plan Aggressive Growth Fund seeks to achieve its investment objective by normally investing at least 80% of the Fund’s total assets in U.S. common stocks without regard to market capitalizations. This Fund invests using a growth investing style. Growth funds generally focus on stocks of companies believed to have above-average potential for growth in revenue, earnings, cash flow, or other similar criteria. These stocks typically have low dividend yields and above-average prices in relation to such measures as earnings and book value. Growth and value stocks have historically produced similar long-term returns, though each category has periods when it outperforms the other. The Fund invests its assets in the securities of companies, which Chartwell believes show a high probability for superior growth. Companies that meet or exceed specific criteria established by Chartwell in the selection process are purchased. Securities are sold when they reach internally determined pricing targets or no longer qualify under Chartwell’s investment criteria. The Fund currently offers Class A, Class C and Class I shares. The Fund commenced investment operations on October 29, 2009. The Sub-Advisory Agreement with Chartwell was last approved by the Board at a meeting held on February 18, 2022.
The Large/Mid Cap Growth Fund
The Timothy Plan Large/Mid Cap Growth Fund seeks to achieve its investment objective by primarily investing at least 80% of the Fund’s total assets in larger U.S. stocks. Larger stocks refer to the common stock of companies whose total market capitalization is generally greater than $2 billion. Current income is not a significant investment consideration and any such income realized will be considered incidental to the Fund’s investment objective. This Fund invests using a growth investing style. Growth funds generally focus on stocks of companies which Chartwell believes have above-average potential for growth in revenue, earnings, cash flow, or other similar criteria. These stocks typically have low dividend yields and above-average prices in relation to such measures as earnings and book value. Growth and value stocks have historically produced similar long-term returns, though each category has periods when it outperforms the other. The Fund normally invests in a portfolio of securities which includes a broadly diversified number of common stocks that Chartwell believes show a high probability of superior prospects for above average growth. Chartwell chooses these securities using a “bottom up” approach of extensively analyzing the financial, management and overall economic conditions of each potential investment. Companies that meet or exceed specific criteria established by Chartwell in the selection process are purchased. Securities are sold when they reach internally determined pricing targets or no longer qualify under Chartwell’s investment criteria. The Fund currently offers Class A, Class C and Class I shares. The Fund commenced investment operations on October 29, 2009. The Sub-Advisory Agreement with Chartwell was last approved by the Board at a meeting held on February 18, 2022.
The Investment Management Structure
Like most of the Timothy Plan funds, the Aggressive Growth and Large/Mid Cap Growth Funds operate under a “manager of managers” structure. Under that structure, TPL serves as the investment adviser to each Fund and is responsible for the overall management and supervision of each Fund and its operations. However, the day-to-day selection of securities for a Fund and the provision of a continuing and cohesive fund investment strategy is generally handled by one or more sub-advisers (“Investment Managers”).
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 funds as sub-advisers. These fees charged by these sub-advisory firms are paid by TPL out of the fees paid to TPL by the applicable fund.
TPL, with the Board’s approval, has engaged Chartwell to manage the Aggressive Growth Fund’s and the Large/Mid Cap Growth Fund’s investment portfolios. Chartwell has been the sub-adviser to the Aggressive Growth Fund and the Large/Mid Cap Growth Fund since October 29, 2009.
The Master Investment Adviser
Timothy Partners, Ltd. (“TPL”), 1055 Maitland Center Commons, Maitland, FL 32751, serves as investment adviser to the FundAggressive Growth and Large/Mid Cap Growth Funds under a written investment advisory agreement approved by the Board and separately ratified by the Fund’s shareholders. The investment advisory agreement with TPL has been in effect since theeach Fund’s inception in October, 2013.2009. The Advisory Agreement with TPL was last approved by the Board at a meeting held on February 18, 2022.
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%56% shareholder of CFI. Mr. Ally had over eighteen years’ experience in theyears of investment industry experience prior to founding TPL, having worked for Prudential Bache, Shearson Lehman Brothers and Investment Management & Research.TPL. 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 an annual rate of 0.60%0.85% of the average daily net assets of the Aggressive Growth Fund, and 0.85% of the average daily net assets of the Large/Mid Cap Growth Fund. TPL pays for Chartwell’s services out of these fees. The Advisory Agreement with TPL was last approved by the Board at a meeting held on February 14, 2020.18, 2022.
TheChartwell Investment Management StructurePartners
In November, 2021, Chartwell informed TPL serves asthat on October 20, 2021, TriState Capital Holdings, Inc. (NASDAQ ticker symbol TSC, “TriState”), the investment adviserparent company of Chartwell, had entered into an agreement with Raymond James Financial, Inc. (“Raymond James”) dated October 20, 2021, pursuant to which Raymond James agreed to acquire TriState (the “Transaction”). Following the FundTransaction between TriState and Raymond James, Chartwell will become a wholly-owned subsidiary of a subsidiary of Raymond James, Carillon Tower.
Chartwell further informed TPL that the Transaction is responsible forsubject to applicable regulatory approvals and approval by TriState shareholders. In the overall management and supervision ofevent that the Fund and its operations. However, the day-to-day selection of securities for the FundTransaction is not consummated, Chartwell will not be acquired by Raymond James 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 funds 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 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 lastTransaction will not be implemented, even if approved by shareholders on February 14, 2020. Undershareholders.
Chartwell also informed TPL that the termsroster of employees, investment teams, address and phone number of Chartwell will remain the Delawaresame. Chartwell further informed TPL that, if the Transaction did take place, it would have the effect of terminating the existing sub-advisory agreement Delaware managesbetween the day-to-day investmentTrust, TPL and reinvestmentChartwell on behalf of the Fund’s REIT allocationFunds. TPL informed the Board of Chartwell’s status and continuously reviews, supervisesre-submitted Chartwell to the Board for its consideration.
At the Board’s quarterly meetings held in November, 2021, February 18, 2022 and administerson May 13, 2022, Chartwell kept the investment programBoard apprised of its efforts to conclude the Transaction, and at the May 13, 2022 Meeting, Chartwell informed the Board that the regulatory hurdles had been mostly cleared and the Transaction was set to conclude on or about June __, 2022. Chartwell acknowledged that upon closing the Transaction, the current sub-advisory agreement would terminate on or about June __, 2022, the closing date 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-AdviserChartwell transaction. Chartwell further represented to the Fund, effective upon the approval ofBoard that there had been no material changes in Chartwell’s business operations since its replacement. Delaware decidedreport 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, therelating to its February, 2022 renewal. The Board then formally considered the engagementre-engagement of Chilton to replace Delaware,Chartwell, 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 proposedfurther approved an interim sub-advisory agreement with Chilton is identical in all material respects to the current Delaware agreement. A copythat would become effective as of the proposedTransaction’s closing date and remain in effect for a period of not greater than 150 days.
As stated above, upon Transaction closing, Chartwell will serve as Sub-Advisorysub-adviser Agreement is attached to this proxy as Exhibit B.
Fees and Expenses
Fees paid to Chiltoneach Fund under the proposedan interim sub-advisory agreement are almost identical tothat will expire 150 days after its effective date, which is October __, 2022. Under the fees currently being paid to Delaware under its agreement. It is important to note that fees paid to sub-advisers are paid byinterim agreement, Chartwell receives from 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 aan annual fee at an annuala rate equal to 0.42% of the Fund’s average dailyfirst $10 million in assets allocated to the REIT sleeveof each Fund; 0.40% of the Defensive Fund’s investment portfolio (“Allocated Assets”) up to $10next $5 million 0.39% forin assets; 0.35% of the next $10 million in Allocated Assets, 0.35%assets; and 0.25% of assets over $25 million, or their actual expenses. Assuming that each Fund’s shareholders approve the re-engagement of Chartwell, the interim agreement will be replaced with a formal agreement which will have an initial term of not greater than two years. The compensation to be paid to Chartwell if the formal agreement is approved will be paid to Chartwell from the fees received by TPL and will be identical to the previous agreements.
Information Relating to Chartwell Investment Partners
Pursuant to an Investment Sub-Advisory Agreement between TPL, the Trust and Chartwell, Chartwell serves as investment manager to the Aggressive Growth Fund and the Large/Mid Cap Growth Fund. As investment manager, Chartwell selects appropriate investments for each Fund, subject to the supervision and direction of TPL and the Funds’ Board of Trustees. As compensation for its services, Chartwell receives from TPL an annual fee at a rate equal to 0.42% of the first $10 million in assets of each Fund; 0.40% of the next $30$5 million in Allocated Assets,assets; 0.35% of the next $10 million in assets; and 0.30%0.25% of Allocated Assetsassets over $50$25 million. As of December 31, 2021, Chartwell managed approximately $____ billion in client assets. The Sub-Advisory Agreement with the Investment Manager was last approved by the Board at a meeting held on February 18, 2022.
The following chart showsmembers of Chartwell make up the effect on Fund expensesportfolio management team for both Funds:
Mr. Frank L. Sustersi, CFA, is a Managing Partner and Senior Portfolio Manager. Mr. Sustersic earned a Bachelor of Science degree in Economics from The University of Pennsylvania and holds a Chartered Financial Analyst designation. From 2014 to February 2016, Mr. Sustersic worked as a Portfolio Manager at Lazard Asset Management. Prior to that, he worked as a Portfolio Manager at Turner Investments from 1994 to March 2014. In addition, Mr. Sustersic worked as a Portfolio Manager at First Fidelity Bank Corporation from 1989 to April 1994. Mr. Sustersic is a member of the changeoverCFA Institute and the CFA Society of Philadelphia. Mr. Sustersic participates in the investment decision process during meetings in which the team determines the allocation of securities held in the portfolio. He has authority to Chilton asdirect trading activity in the Funds, and he is also responsible for representing the Funds to investors
Mr. Peter M. Schofield, CFA, is a Senior Portfolio Manager. Mr. Schofield earned a bachelor’s degree in History from the University of Pennsylvania. He holds the Chartered Financial Analyst designation. From 2005 to 2010, he was sub-adviserCo-Chief Investment Officer at Knott Capital. From 1996 to the Fund:
Class A | Current | After | ||||||||
Management Fee | 0.60% | 0.60% | ||||||||
Distribution/Service (12b-1) fees | 0.25% | 0.25% | ||||||||
Other Expenses | 0.60% | 0.60% | ||||||||
Fees and Expenses of Acquired Funds | 0.01% | 0.01% | ||||||||
Total Annual Fund Operating Expenses | 1.46% | 1.46% | ||||||||
Class C | Current | After | ||||||||
Management Fee | 0.60% | 0.60% | ||||||||
Distribution/Service (12b-1) fees | 1.00% | 1.00% | ||||||||
Other Expenses | 0.60% | 0.60% | ||||||||
Fees and Expenses of Acquired Funds | 0.01% | 0.01% | ||||||||
Total Annual Fund Operating Expenses | 2.21% | 2.21% | ||||||||
The fees described above shall be computed daily based upon the net asset value2005 he was a Portfolio Manager at Sovereign Asset Management. Prior to Sovereign Asset Management, he was a portfolio manager at Geewax, Terker & Company. Mr. Schofield is a member of the Allocated AssetsCFA Institute and the CFA Society of Philadelphia. Mr. Schofield serves as determined by a valuation madeSenior Portfolio Manager on Chartwell’s Large Cap Value Investing Team.
Each team member has a number of other Chartwell professionals supporting their efforts. The members of the Chartwell investment teams average in accordance with the Trust’s procedures for calculating the Defensive Fund’s net asset value as describedexcess of 20 years’ experience 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”).field.
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 ChiltonChartwell
The following table presents information relatingpresented below (current as of September 30, 2021) is designed to provide additional information about Chartwell, the personsportfolio managers of Chartwell responsible for managing Fund assets,each Fund’s investments, and the number and types of other accounts managedmeans by such persons, and howwhich such persons are compensated for managing such accounts.their services. Any accounts managed in a personal capacity appear under “Other Accounts” along with other accounts managed on a professional basis. The personal account information is current as of September 30, 2020.the most recent calendar quarter-end for which account statements are available.
| Portfolio Manager | Types, Asset Amounts and No. of Accounts Managed by Team Members | Types, Asset Amounts and No. of Accounts Managed by Team Members Where Compensation is Performance Based | ||||||||||||||||||||||
| Registered Investment Companies | Other Pooled Investment Vehicles | Other Accounts | Registered Investment Companies | Other Pooled Investment Vehicles | Other Accounts | |||||||||||||||||||
| No. of Accts | Total Assets (mil) | No. of Accts. | Total Assets (mil) | No. of Accts. | Total Assets (mil) | No. of Accts | Total Assets (mil) | No. of Accts. | Total Assets | No. of Accts. | Total Assets (mil) | |||||||||||||
Peter M. Schofield | 1 | $398 | N/A | N/A | 20 | 604 | NA | NA | NA | NA | NA | NA | ||||||||||||
Frank Sustersic | 1 | $31 | 1 | $2 | 2 | $135 | NA | NA | NA | NA | NA | NA | ||||||||||||
Compensation Structure
| ||||||||||||||
| ||||||||||||||
In addition toA portfolio manager’s and analyst’s base salary allis determined by Chartwell’s Compensation Committee and is reviewed at least annually. A portfolio managersmanager’s and analysts shareanalyst’s experience, historical performance, and role in firm or product team management are the primary considerations in determining the base salary. Industry benchmarking is utilized by the Compensation Committee on an annual basis.
Annual bonuses are determined by the Compensation Committee based on a bonus poolnumber of factors. The primary factor is a performance-based compensation schedule that is distributed semi-annually.applied to all accounts managed by a portfolio manager within a particular investment product and is not specific to any one account. The amount of bonus compensation is calibrated based on quantitativethe gross composite performance of such accounts versus the appropriate benchmark and qualitative factors. Analystspeer group rankings. Portfolio construction, sector and security weighting, and performance are reviewed by the Compliance Committee and Compensation Committee to prevent a manager from taking undue risks. Additional factors used to determine the annual bonus include the portfolio managersmanager’s contribution as an analyst, product team management, and contribution to the strategic planning and development of the investment group as well as the firm.
Ownership distributions are ratedpaid to a portfolio manager and analyst based on the portfolio manager’s and analyst’s level and type of ownership interest(s). There are currently three types of equity: (1) straight limited partnership interests, (2) Class B share interests, and (3) phantom stock interests. In all cases, the annual ownership distributions are paid to employees based on their value added torespective percentage equity interest(s) multiplied by total net cash distributions paid during the team-oriented investment process. Compensationyear.
Chartwell also provides a profit sharing and 401(k) plan for all employees. The annual profit sharing contribution and/or matching contribution from Chartwell is not tied to a published or private benchmark. It is important to understand that contributions todiscretionary and based solely on 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 successprofitability 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.firm.
As of September 30, 2020,December 31, 2021, 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
|
-----------------------------------------------------------------------------------------------------------------------------------------------------------------
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
AtOn February 18, 2022, the Board’s quarterlyFund’s Board of Trustees held a regular Quarterly meeting held on August 28, 2020,to consider, among its stated business, renewing the Board was informed that BHMS had entered into ansub-investment advisory 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 unchangedand after full deliberation, unanimously agreed to renew 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 the Fund.agreement with Chartwell.
During its deliberations, the Board reviewed the qualifications of BHMSChartwell 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.Chartwell. Mr. Ally next reported that he had no material negative matters to report. Mr. Allyof TPL 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 BHMSChartwell as a sub-investment adviser for the 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 BHMSChartwell and noted with approval the firm’s consistent investment performance on behalf of theeach 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,Chartwell, and that no compensation
was to be paid to BHMSChartwell other than sub-advisoryadvisory fees under the agreement, and that the fees payable to BHMS would bewhich were paid by TPL out ofand not the fees received by TPL from each Fund.Funds. Further, the Board noted with approval that the proposed compensation to be paid to TPL for each FundChartwell 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 BHMSChartwell and questioned both TPL and UBS at length to assure themselves that BHMSChartwell was financially capable of undertaking the responsibilities of serving the Fund.Funds. After reviewing the information and the report of TPL and UBS, the Board agreed that BHMSChartwell had sufficient resources to adequately serve eachthe Fund.
Consideration of the Sub-Advisory AgreementAgreements
TheAfter unanimously agreeing to renew the Funds’ existing sub-advisory agreements for each Fund, the Board then turned its attention to the terms of the proposed sub-advisory agreement.agreements which would be necessary if the Transaction successfully closed. Under the terms of the proposed sub-advisory agreementagreements with BHMS, BHMSChartwell, Chartwell 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. BHMSinvest. Chartwell would report directly to TPL, and TPL would be responsible to report to the Board for any errors or omissions made by BHMS. BHMSChartwell. Chartwell would not be responsible for mistakes or errors of judgment in its management of the investments of the FundFunds unless those mistakes or errors of judgment resulted from gross negligence, willful misfeasance or intentional wrongdoing. The proposed sub-advisory agreementagreements would have an initial term of just under 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 agreementagreements would become effective immediately upon receipt of shareholder approval. A copy of the proposed sub-advisory agreementagreements with BHMS isChartwell are included as Exhibit B to this proxy, which is incorporated by reference into this discussion as if fully set forth herein. It isThe proposed sub-advisory agreements are identical in all material respects to the previous agreements.
The Board then discussed the proposed fees payable to BHMSChartwell for its services to the Fund. Since those fees would be paid to BHMSChartwell by TPL out of the fees it received from theeach Fund, the Board sought TPL’s opinion concerning the reasonableness of the proposed fee structure. TPL reported to the Board that BHMSChartwell was at least as competitive as the other candidates it had interviewed with respect to its proposed fees. TPL further reported that because BHMS’sChartwell’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 asthe proposed sub-advisersub-advisory to theagreements for each 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 BHMSChartwell could continue to provide services to the Funds for a period of not more that 150 days after the Transaction closed, pending shareholder approval of the formal agreement.agreements. The Board undertook that action in order to assure that the Funds continued to have professional managementmanagement.
Fees and Expenses
If each Fund’s shareholders approve the proposed sub-advisory agreements, TPL will pay Chartwell an annual fee at a rate equal to 0.42% of the first $10 million in assets of each Fund; 0.40% of the next $5 million in assets; 0.35% of the next $10 million in assets; and 0.25% of assets over $25 million. These fees are identical to the fees previously paid to Chartwell.
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 event that shareholder approvalTrust’s currently effective Prospectus and/or Statement of the Sub-Advisory Agreement had not been obtained prior to November 30, 2020.Additional Information.
Financial Effect on the Fund
If BHMS becomeseach Fund’s shareholders approve the newproposed Sub-Advisersub-advisory to the Funds,agreements,, the fees paid by shareholders of theeach Fund will remain exactly the same. Each Fund’s shareholders currently pay total investment advisory fees of 0.85% per annum of the average daily assets of the Fund to TPL. If each Fund’s shareholders approve the proposed sub-advisory agreements, TPL will pay Chartwell’s fees from the fee it receives from the Funds.
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.alternatives.
Board Recommendation
For all the reasons enumerated above, the Board of Trustees, including the independent Trustees, unanimously recommends that you vote “For” Proposal # 2.
For all the reasons enumerated above, the Fund’s Board of Trustees, including the independent Trustees, unanimously recommends that you vote “For” Proposal # 1. |
OTHER INFORMATION
UNDERWRITER
Timothy Partners, Ltd. (“TPL”) 1055 Maitland Center Commons, Maitland, FL 32751, in addition to serving as investment adviser to the Fund,Funds, 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 FundFunds 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
GeminiUltimus Fund Services, LLC, 80 4221 N. 203rd Street,Arkay Drive, Suite 11, Elkhorn, NE 68022-3474,110, Hauppauge, NY 11788, 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, 2019,2022, and the Trust’s audited annual financial report, dated September 30, 2019.2021.
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 STRATEGIESAGGRESSIVE GROWTH FUND, BY CLASS AND TOTAL
As of November 4, 2020June 1, 2022
| Class A | Class C | Class I | Total | |||
2,520,975.143 | 214,828.207 | 461,459.538 | 3,197,262.888 |
| Class A | Class C | Class I | Total | |||
| ---------- | --------- | ------- | ----------------- |
TOTAL OUTSTANDING SHARES
OF THE LARGE/MID CAP GROWTH FUND, BY CLASS AND TOTAL
As of June 1, 2022
| Class A | Class C | Class I | Total | |||
| ---------- | ---------- | --------- | ----------- |
HOLDERS OF MORE THAN
5% OF THE DEFENSIVE STRATEGIESAGGRESSIVE GROWTH FUND’S SHARES
As of November 4, 2020June 1, 2022
| Name & Address of Shareholder | No. of Shares | % of total Share Class | |||||||||||||
National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 | 600,339.4160 | 18.78% | |||||||||||||
Charles Schwab & Co. Inc./Special Custody Acct. FBO Customers 211 Main St. San Francisco, CA 94105 | 204,258.9940 | 6.39% | |||||||||||||
| Name & Address of Shareholder | Share Class | No. of Shares | % of Share Class | |||
National Financial Services, LLC FBO Client Accts 1555 N. Rivercenter Drive, Suite 302 Milwaukee, WI 53212 | - | ---------- | -------- | |||
| - | ------- | ------- | ||||
HOLDERS OF MORE THAN
5% OF THE LARGE/MID CAP GROWTH FUND’S SHARES
As of June 1, 2022
| Name & Address of Shareholder | Share Class | No. of Shares | % of Share Class | |||
National Financial Services, LLC FBO Client Accts 1555 N. Rivercenter Drive, Suite 302 Milwaukee, WI 53212 | - | ---------- | ---------- | |||
| - | ----------- | ---------- | ||||
Timothy Plan Officer/Director Ownership of Fund Shares
As of December 31, 2019
|
| |||||||||
| ||||||||||
| ||||||||||
| ||||||||||
| ||||||||||
| ||||||||||
| ||||||||||
| ||||||||||
| ||||||||||
| ||||||||||
| ||||||||||
| ||||||||||
| ||||||||||
| ||||||||||
EXHIBIT B
Sub-Advisory Agreement
The Timothy Plan Defensive StrategiesAggressive Growth Fund
THIS AGREEMENT is made and entered into as of the __ day of , 2020,July, 2022, 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,Chartwell Investment Partners, Inc., a limited liability companycorporation (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 StrategiesAggressive Growth Fund (the “DS Fund”“Portfolio”), 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:
| 1. | Obligations of Investment Manager |
| (a) | Services. Investment Manager agrees to perform the following services (the “Services”) for the |
| (1) | manage the day-to-day investment and reinvestment of the |
continuously review, supervise, and administer the investment program of the |
determine, in its discretion, the securities to be purchased, retained or sold (and implement those decisions) by and for the |
provide the Adviser with records concerning Investment Manager’s activities which the Trust is required to maintain; and |
render regular reports to the Trust’s and/or Adviser’s officers and directors concerning Investment Manager’s discharge of the foregoing responsibilities. |
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 FundPortfolio 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 FundPortfolio 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 trustees or 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 FundPortfolio 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.
| (b) | Books and Records. All books and records prepared and maintained by Investment Manager for the benefit of the Trust under this Agreement shall be the property of the Trust and, upon request therefor, Investment Manager shall surrender to the Trust copies of such of the books and records so requested. The Trust acknowledges that Investment Manager is required to maintain books and records of its activities under the Investment Advisers Act of 1940, as amended, and agrees to allow Investment Manager to retain copies of such records of the Trust as required under federal law. Investment Manager agrees not to use any records of the Trust for any purpose other than for the provision of the Services to the Trust. However, Investment Manager may disclose the investment performance of the |
|
| 3. | Compensation of Investment Manager. For its services rendered to the |
The fees described above shall be computed daily based upon the net asset value of the Allocated AssetsPortfolio as determined by a valuation made in accordance with the Trust’s procedures for calculating DS FundPortfolio 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’sPortfolio’s net asset value is suspended by the trustees of the Trust, the net asset value of a share of the DS FundPortfolio 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 1/12th 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 FundPortfolio or the Trust for Services provided hereunder and agrees to look solely to the Adviser for payment of fees due.
| 4. | Status of Investment Manager. The services of Investment Manager to the Trust are not to be deemed exclusive, and Investment Manager shall be free to render similar services to others. |
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;Portfolio; 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 FundPortfolio 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 Portfolio 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,Portfolio, 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,Portfolio, 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,Portfolio, 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”“Chartwell Investment Partners” and any derivatives associated with that name are the valuable property of the Investment Manager. Investment ManagerChartwell understands and agrees that the Trust may use such name(s) in the DS Fund’sPortfolio’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 DSPortfolio, 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).
| 5. | Permissible Interests.Trustees, agents, and stockholders of the Trust are or may be interested in Investment Manager (or any successor thereof) as directors, partners, officers, stockholders or otherwise, and directors, partners, officers, agents, and stockholders of Investment Manager are or may be interested in the Trust as |
trustees, stockholders or otherwise; and Adviser (or any successor) is or may be interested in the Trust as a stockholder or otherwise. |
| 6. | Liability of Investment Manager. Investment Manager assumes no responsibility under this Agreement other than to render the Services called for hereunder in good faith. Investment Manager shall not be liable for any error of judgment or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. |
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 Portfolio (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 Portfolio).
| 7. | Representations of the Adviser and Investment Manager. Adviser represents that (a) a copy of the Trust’s Master Trust Agreement, together with all amendments thereto, is on file in the office of the Secretary of the State of Delaware; (b) a copy of the Trust’s currently effective prospectus and statement of additional information has been delivered to Investment Manager; (c) Adviser has acted and will continue to act in conformity with the Act and other applicable laws; (d) the appointment of Investment Manager has been duly authorized; and (d) Adviser is authorized to enter into this Agreement. |
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.
| 8. | Term. This Agreement shall remain in effect until March 31, 2024, and from year to year thereafter provided that such continuance is approved at least annually by (1) the vote of a majority of the Board of Trustees of the Trust or (2) a vote of a “majority” (as that term is defined in the Investment Company Act of 1940) of the Portfolio’s outstanding securities, provided that in either event the continuance is also approved by the vote of a majority of the trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the Act) of any such party, which vote must be cast in person at meeting called for the purpose of voting on such approval; provided, however, that; |
| (a) | the Trust or Adviser may, at any time and without the payment of any penalty, terminate this Agreement upon 60 days written notice to Investment Manager; |
| (b) | the Agreement shall immediately terminate in the event of its assignment (within the meaning of the Act and the Rules thereunder); and |
| (c) | Investment Manager may terminate this Agreement without payment of penalty on 60 days written notice to the Trust; and |
| (d) | the terms of paragraph 6 of this Agreement shall survive the termination of this Agreement. |
| 9. | Notices. Except as otherwise provided in this Agreement, any notice or other communication required by or permitted to be given in connection with this Agreement will be in writing and will be delivered in person or sent by first class mail, postage prepaid or by prepaid overnight delivery service to the respective parties as follows: |
If to the Trust: | If to the Adviser: | If to the Investment Manager | ||
The Timothy Plan 1055 Maitland Center Commons Maitland, FL 32751 Arthur D. Ally President | Timothy Partners, Ltd. 1055 Maitland Center Commons Maitland, FL 32751 By: Covenant Funds, Inc. Managing General Partner Arthur D. Ally, President | Chartwell Investment Partners, Inc. 1235 Westlakes Drive Suite 400 Berwym, PA 19312 Attn: ___________________ Title: ___________________ | ||
| 10. | Amendments; Entire Agreement.No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the Fund’s outstanding voting securities. This Agreement and the Confidentiality Agreement combined constitute the entire agreement and understanding of the parties with respect to the subject matter contained herein and supersedes any prior agreement or understanding, whether written or oral. |
| 11. | Code of Ethics. Pursuant to Rule 17j-1 under the Act, Investment Manager warrants, covenants and agrees that it shall have submitted its Code of Ethics to the Board of Trustees of the Trust and obtained Board approval of such Code of Ethics prior to rendering any Services to the Portfolio. Investment Manager shall submit any material changes to such Code of Ethics to the Board of Trustees for its approval within six months of making such material change. Investment Manager further warrants, covenants and agrees to comply with all applicable reporting requirements mandated by Rule 17j-1 with respect to Codes of Ethics. |
| 12. | Proxy Voting. Except as specifically instructed by the Board of Trustees of the Trust or by the Adviser, Investment Manager shall exercise or procure the exercise of any voting rights attaching to investments of the Portfolio on behalf of the Portfolio, and shall report all votes cast in the in time, manner, and format requested to facilitate the filing of the N-PX. |
| 13. | Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Florida without regard to any laws of conflict of such jurisdiction. |
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. | Chartwell Investment Partners, Inc. | ||||
Arthur D. Ally | Covenant Funds, Inc. | By: ________________________ | ||||
President | Managing General | Its: ________________________ | ||||
Partner, Arthur D. | ||||||
Ally, President | ||||||
Sub-Advisory Agreement
The Timothy Plan Large/Mid Cap Growth Fund
THIS AGREEMENT is made and entered into as of the __ day of July, 2022, by and between The Timothy Plan, a Delaware business trust (the “Trust”), Timothy Partners, Ltd., a Florida Limited Partnership (the “Adviser”), and Chartwell Investment Partners, Inc., a corporation (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 Large/Mid Cap Growth Fund (the “Portfolio”), 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:
| 1. | Obligations of Investment Manager |
| (b) | Services. Investment Manager agrees to perform the following services (the “Services”) for the Portfolio: |
| (1) | manage the day-to-day investment and reinvestment of the Portfolio’s assets; |
| (6) | continuously review, supervise, and administer the investment program of the Portfolio; |
| (7) | determine, in its discretion, the securities to be purchased, retained or sold (and implement those decisions) by and for the Portfolio having due regard for any restrictions on such investments as set forth from time to time by the Adviser; |
| (8) | provide the Adviser with records concerning Investment Manager’s activities which the Trust is required to maintain; and |
| (9) | render regular reports to the Trust’s and/or Adviser’s officers and directors concerning Investment Manager’s discharge of the foregoing responsibilities. |
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 Portfolio 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 Portfolio 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 trustees or 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 Portfolio 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.
| (b) | Books and Records. All books and records prepared and maintained by Investment Manager for the benefit of the Trust under this Agreement shall be the property of the Trust and, upon request therefor, Investment Manager shall surrender to the Trust copies of such of the books and records so requested. The Trust acknowledges that Investment Manager is required to maintain books and records of its activities under the Investment Advisers Act of 1940, as amended, and agrees to allow Investment Manager to retain copies of such records of the Trust as required under federal law. Investment Manager agrees not to use any records of the Trust for any purpose other than for the |
provision of the Services to the Trust. However, Investment Manager may disclose the investment performance of the Portfolio, provided that such disclosure does not reveal the identity of Adviser, the Portfolio or the Trust. Investment Manager may disclose that Adviser, the Portfolio and the Trust are its clients. |
| 3. | Portfolio Transactions. Investment Manager is authorized to select the brokers or dealers that will execute purchases and sales of securities for the Portfolio and is directed to use commercially reasonable efforts to obtain the best net results as described in the Trust’s currently effective prospectus and statement of additional information. When Investment Manager deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Investment Manager, Investment Manager, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best net results of lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by Investment Manager in the manner Investment Manager considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Further, the Trust has adopted procedures pursuant to Rules 17(a) and 17(e) under the Investment Company Act of 1940 relating to transactions among a Portfolio and affiliated person thereof (Rule 17(a)), and transactions between a Portfolio and an affiliated broker or dealer (Rule 17(e)). Investment Manager shall at all times conduct its activities in compliance with such procedures. Investment Manager shall prepare a report at the end of each fiscal quarter reporting on Investment Manager’s compliance with such procedures and setting forth in reasonable detail any transactions which were in violation of such procedures. Investment Manager will promptly communicate to the officers and the directors of the Adviser and Trust such other information relating to Portfolio transactions as they may reasonably request. |
| 3. | Compensation of Investment Manager. For its services rendered to the Portfolio, Adviser will pay to Investment Manager a fee at an annual rate equal to 0.42% of the Portfolio’s average daily assets up to $10 million, 0.40% for the next $5 million in average daily net assets, 0.35% for the next $10 million in average daily net assets, and 0.25% of average daily net assets over $25 million. |
The fees described above shall be computed daily based upon the net asset value of the Portfolio as determined by a valuation made in accordance with the Trust’s procedures for calculating Portfolio 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 Portfolio’s net asset value is suspended by the trustees of the Trust, the net asset value of a share of the Portfolio 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 1/12th 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 Portfolio or the Trust for Services provided hereunder and agrees to look solely to the Adviser for payment of fees due.
| 4. | Status of Investment Manager.The services of Investment Manager to the Trust are not to be deemed exclusive, and Investment Manager shall be free to render similar services to others. |
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 Portfolio; 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 Portfolio 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 Portfolio 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 Portfolio, 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 Portfolio, 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 Portfolio, 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 “Chartwell Investment Partners” and any derivatives associated with that name are the valuable property of the Investment Manager. Chartwell understands and agrees that the Trust may use such name(s) in the Portfolio’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 Portfolio, 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).
| 5. | Permissible Interests. Trustees, agents, and stockholders of the Trust are or may be interested in Investment Manager (or any successor thereof) as directors, partners, officers, stockholders or otherwise, and directors, partners, officers, agents, and stockholders of Investment Manager are or may be interested in the Trust as trustees, stockholders or otherwise; and Adviser (or any successor) is or may be interested in the Trust as a stockholder or otherwise. |
| 6. | Liability of Investment Manager. Investment Manager assumes no responsibility under this Agreement other than to render the Services called for hereunder in good faith. Investment Manager shall not be liable for any error of judgment or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. |
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 FundPortfolio (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)Portfolio).
| 7. | Representations of the Adviser and Investment Manager.Adviser represents that (a) a copy of the Trust’s Master Trust Agreement, together with all amendments thereto, is on file in the office of the Secretary of the State of Delaware; (b) a copy of the Trust’s currently effective prospectus and statement of additional information has been delivered to Investment Manager; (c) Adviser has acted and will continue to act in conformity with the Act and other applicable laws; (d) the appointment of Investment Manager has been duly authorized; and (d) Adviser is authorized to enter into this Agreement. |
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.
| 8. | Term.This Agreement shall remain in effect until March 31, |
the Trust or Adviser may, at any time and without the payment of any penalty, terminate this Agreement upon 60 days written notice to Investment Manager; |
the Agreement shall immediately terminate in the event of its assignment (within the meaning of the Act and the Rules thereunder); and |
Investment Manager may terminate this Agreement without payment of penalty on 60 days written notice to the Trust; and |
the terms of paragraph 6 of this Agreement shall survive the termination of this Agreement. |
| 9. | Notices. Except as otherwise provided in this Agreement, any notice or other communication required by or permitted to be given in connection with this Agreement will be in writing and will be delivered in person or sent by first class mail, postage prepaid or by prepaid overnight delivery service to the respective parties as follows: |
If to the Trust: | If to the Adviser: | If to the Investment Manager | ||
The Timothy Plan | Timothy Partners, Ltd. | Chartwell Investment Partners, Inc. | ||
1055 Maitland Center Commons | 1055 Maitland Center Commons | 1235 Westlakes Drive | ||
Maitland, FL 32751 | Maitland, FL 32751 | Suite | ||
Arthur D. Ally | By: Covenant Funds, Inc. | Berwym, PA 19312 | ||
President | Managing General Partner | Attn: | ||
| ___________________ | ||||
Arthur D. Ally, President | Title: ___________________ | |||
| 10. | Amendments; Entire Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the Fund’s outstanding voting securities. This Agreement and the Confidentiality Agreement combined constitute the entire agreement and understanding of the parties with respect to the subject matter contained herein and supersedes any prior agreement or understanding, whether written or oral. |
| 11. | Code of Ethics. Pursuant to Rule 17j-1 under the Act, Investment Manager warrants, covenants and agrees that it shall have submitted its Code of Ethics to the Board of Trustees of the Trust and obtained Board approval of such Code of Ethics prior to rendering any Services to the |
| 12. | Proxy Voting. Except as specifically instructed by the Board of Trustees of the Trust or by the Adviser, Investment Manager shall exercise or procure the exercise of any voting rights attaching to investments of the |
|
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 1st 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 1/12th 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.
|
|
|
|
|
|
| ||||
| ||||
| ||||
| ||||
| ||||
|
|
|
|
| 13. | Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Florida without regard to any laws of conflict of such jurisdiction. |
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. | |||||||||||
| ||||||||||||
Arthur D. Ally | Covenant Funds, Inc. | By: | ||||||||||
President | Managing General | Its: | ||||||||||
Partner, Arthur D. | ||||||||||||
Ally, President | ||||||||||||
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 21, 2020BALLOT
1055 MAITLAND CENTER COMMONS MAITLAND, FL 32751
TIMOTHY PLAN DEFENSIVE STRATEGIESAGGRESSIVE FUND SHAREHOLDERS ONLY!
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 2:30 PM, Eastern time, and at any and all adjournments or postponement(s) thereof all shares of beneficial interest of the Fund, on the proposals 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” 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.
| Approve the Sub-investment Advisory Agreement with Chartwell Investment Partners, Inc. for its services to the Fund. | |||||||||
| ||||||||||
For |
| Abstain | ||||||||
/ / | / / | / / | ||||||||
TIMOTHY PLAN LARGE/MID CAP FUND SHAREHOLDERS ONLY!
| Approve the Sub-investment Advisory Agreement with Chartwell Investment Partners, Inc. for its services to the Fund. | |||||||||
For | Against | Abstain | ||||||||
| ||||||||||
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!
| ||
|
| |
| ||
|
| |
| ||
|
| |
Signature(s)
|
|
|
|
| ||||
|
|
|
|
| ||||
| - --------------------------------------------------------------------------------------------------------------------------------- | ||||||||
Signature | Date | |||||||
X | ||||||||
| - --------------------------------------------------------------------------------------------------------------------------------- | ||||||||
Signature | Date | |||||||
PLEASE VOTE TODAY!
Please vote all issues shown on your ballot.
Please vote on each issue using blue or black ink to mark an X in one of the three boxes provided on each ballot. On all Items, mark — For, Against or Abstain. Then sign, date and return your ballot in the accompanying postage-paid envelope. All registered owners of an account, as shown in the address on the ballot, must sign the ballot. If you are signing for a corporation, trust or estate, please indicate your title or position.
THANK YOU FOR MAILING YOUR BALLOT PROMPTLY!
Your vote is needed! Please vote on the reverse side of this form and sign in the space provided. Return your completed proxy in the enclosed envelope today.
You may have received more than onereceive additional proxy cards for your other accounts with the Trust. These are not duplicates; you should sign and return each proxy card duein order for your votes to multiple investmentsbe counted. Please return them as soon as possible to help save the cost of additional mailings.
The signers of this proxy hereby appoint James McGuire and Brittany Weise, Esq., and each of them, attorneys and proxies, with power of substitution in each, to vote all shares for the Fund.signers at the special meeting of shareholders to be held July 25, 2022, and at any adjournments thereof, as specified herein, and in accordance with their best judgment, on any other business that may properly come before this meeting.
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
Your shares will be voted in accordance with your designations on this proxy. If no specification is made herein, all shares will be voted “FOR” the proposals set forth on this proxy. THE PROXY STATEMENT AND THE NOTICE OF SPECIAL MEETING OF SHAREHOLDERS FOR THIS MEETING ARE AVAILABLE AT:HTTP://WWW.OKAPIVOTE.COM/TPCHILTONThe proxy is solicited by the Board of Trustees of the Trust which recommends a vote “FOR” each Proposal.