Timothy Plan Large/Mid Cap Growth Fund (TLGAX) N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-08228

The Timothy Plan

(Exact name of registrant as specified in charter)

1055 Maitland Center Commons, Maitland, FL 32751

(Address of principal executive offices)(Zip code)

Art Ally, The Timothy Plan

1055 Maitland Center Commons, Maitland, FL 32751

(Name and address of agent for service)

Registrant’s telephone number, including area code: 800-846-7526

Date of fiscal year end: 9/30

Date of reporting period: 3/28/13

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders.

The Registrant’s audited annual financial reports transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 are as follows:

SEMI-ANNUAL REPORT

March 28, 2013 (Unaudited)

TIMOTHY PLAN FAMILY OF FUNDS

Letter from the President

March 28, 2013

Arthur D. Ally

Dear Shareholder,

Although the economic uncertainty that has plagued the capital markets over the past several years seems to be continuing, I am pleased to report that the six-month period since our Annual Report of September 30, 2012 has seen the market extend its positive recovery.

Our sub-advisors remain mildly positive on the market but they do look for a more moderate but mixed performance for the remainder of the year. I would like to remind you, however, as respected and knowledgeable as we believe our sub-advisors to be, it is simply their opinion and cannot be considered to be a guarantee of future results.

I would like to mention that, in December, 2012, we added a twelfth fund to our Timothy Plan Family with our Emerging Markets Fund (ten traditional funds and two asset-allocation funds) which provide our shareholders the opportunity to further diversify their investment dollars while staying consistent with their moral convictions.

Please do not consider that statement to be touting any particular fund in our fund family. Asset allocation has always tended to be and should continue to be considered by investors as a prudent approach to investing – particularly in these unsettled times.

Once again, we hope you understand just how seriously we take our responsibility for the trust you have placed in us to morally, ethically and economically look after your investment assets. Thank you for being part of the Timothy Plan family.

Sincerely,

ARTHUR D. ALLY,

President

Timothy Plan Fund Performance

[2]

Fund Profile

As of March 28, 2013 - (Unaudited)

Aggressive Growth Fund

Top Ten Holdings
(% of Net Assets)
Semtech Corp.	2.57%
American Campus Communities, Inc.	2.19%
Trimas Corp.	2.02%
Wesco International, Inc.	1.98%
Group 1 Automotive, Inc.	1.94%
Casey’s General Stores, Inc.	1.87%
Old Dominion Freight Line, Inc.	1.78%
CIT Group, Inc.	1.65%
Waters Corp.	1.52%
Hanesbrands, Inc.	1.51%
	19.03%

Top Ten Industries
(% of Net Assets)
Retail	13.10%
Healthcare	7.40%
Banks	7.30%
Oil & Natural Gas	7.00%
Electronics	6.90%
Commercial Services	6.00%
Software	5.00%
Semiconductors	4.80%
Apparel	4.70%
Financial/Investment Services	3.90%
Other Assets in Excess of Liabilities	33.90%
	100.00%

International Fund

Top Ten Holdings
(% of Net Assets)
Henkel AG & Co. (ADR)	4.49%
Singapore Telecommunications, Ltd. (ADR)	4.26%
Fresenius Medical Care AG & Co. (ADR)	3.55%
Smith & Nephew PLC (ADR)	3.53%
DBS Group Holdings, Ltd. (ADR)	3.04%
ORIX Corp. (ADR)	2.91%
Zurich Insurance Group AG (ADR)	2.69%
ITOCHU Corp. (ADR)	2.64%
Lukoil OAO (ADR)	2.63%
WM Morrison Supermarkets PLC (ADR)	2.45%
	32.19%

Top Ten Industries
(% of Net Assets)
Telecommunications	10.10%
Banks	9.60%
Oil & Natural Gas	7.90%
Healthcare	7.10%
Food	7.00%
Insurance	5.60%
Automotive	5.20%
Machinery	4.60%
Chemicals	4.60%
Household Products	4.50%
Other Assets in Excess of Liabilities	33.80%
	100.00%

Large/Mid Cap Growth Fund

Top Ten Holdings
(% of Net Assets)
Exxon Mobil Corp.	4.32%
Linear Technology Corp.	2.93%
Amphenol Corp. - Class A	2.74%
ACE, Ltd.	2.68%
Covidien PLC	2.51%
Occidental Petroleum Corp.	2.36%
Danaher Corp.	2.33%
Thermo Fisher Scientific, Inc.	2.26%
American Campus Communities, Inc.	2.25%
Blackrock, Inc.	2.14%
	26.52%

Top Ten Industries
(% of Net Assets)
Oil & Natural Gas	10.50%
Electronics	10.10%
Semiconductors	8.90%
Retail	8.40%
Banks	5.40%
Healthcare	5.20%
Diversified Financial Services	5.20%
Insurance	4.10%
Software	3.80%
Commercial Services	3.50%
Other Assets in Excess of Liabilities	34.90%
	100.00%

[3]

Fund Profile

As of March 28, 2013 - (Unaudited)

(Continued)

Small Cap Value Fund

Top Ten Holdings
(% of Net Assets)
J2 Global, Inc.	2.29%
Beacon Roofing Supply, Inc.	2.25%
TAL International Group, Inc.	2.23%
KapStone Paper and Packaging Corp.	2.23%
Bonanza Creek Energy, Inc.	2.22%
Moog, Inc. - Class A	2.21%
Trex Co., Inc.	2.20%
Kelly Services, Inc.	2.20%
Omnicell, Inc.	2.20%
Summit Hotel Properties, Inc.	2.19%
	22.22%

Top Ten Industries
(% of Net Assets)
Banks	14.60%
REITs	8.70%
Insurance	6.90%
Electric & Equipment	6.40%
Software	5.20%
Computers	4.50%
Oil & Natural Gas	4.40%
Electric Power	4.30%
Building Materials	3.50%
Machinery	3.40%
Other Assets in Excess of Liabilities	38.10%
	100.00%

Large/Mid Cap Value Fund

Top Ten Holdings
(% of Net Assets)
Covidien PLC	3.25%
Union Pacific Corp.	2.96%
Advance Auto Parts, Inc.	2.72%
Exxon Mobil Corp.	2.67%
Eaton Vance Corp.	2.66%
Arch Capital Group, Ltd.	2.61%
Invesco, Ltd.	2.56%
Flowserve Corp.	2.55%
Emerson Electric Co.	2.54%
EQT Corp.	2.41%
	26.93%

Top Ten Industries
(% of Net Assets)
Oil & Natural Gas	19.40%
Healthcare	10.60%
Insurance	8.70%
Electric Power	8.70%
Diversified Financial Services	7.40%
REITs	6.20%
Retail	4.80%
Machinery	3.40%
Auto	3.00%
Transportation	3.00%
Other Assets in Excess of Liabilities	24.80%
	100.00%

Fixed Income Fund

Top Ten Holdings
(% of Net Assets)
U.S. Treasury Note, 3.125%, 5/15/2021	13.23%
GNMA Pool MA0155, 4.00%, 6/20/2042	4.06%
U.S. Treasury Bond, 4.50%, 2/15/2036	3.73%
GMNA Pool MA0220, 3.50%, 7/20/2042	3.67%
Federal Farm Credit Bank, 5.125%, 8/25/2016	3.40%
GNMA Pool 701961, 4.50%, 6/15/2039	3.00%
U.S. Treasury Note, 3.875%, 5/15/2018	2.71%
TIPS, 2.50%, 7/15/2016	2.32%
GNMA Pool 4947, 5.00%, 2/20/2041	2.28%
Federal Farm Credit Bank, 4.875%, 1/17/2017	2.05%
	40.45%

Top Ten Industries
(% of Net Assets)
Corporate Bonds	33.40%
Government Notes & Bonds	30.40%
Government Mortgage-Backed Securities	27.60%
TIPS	4.20%
Other Assets in Excess of Liabilities	4.40%
	100.00%

[4]

Fund Profile

As of March 28, 2013 - (Unaudited)

(Continued)

High Yield Bond Fund

Top Ten Holdings
(% of Net Assets)
Genesis Energy LP, 7.875%, 12/15/2018	2.02%
USG Corp., 9.75%, 1/15/2018	1.45%
LyondellBasell Industries NV, 5.75%, 4/15/2024	1.44%
Energy Transfer Equity LP, 7.50%, 10/15/2020	1.41%
United Rentals North America, Inc., 9.25%, 12/15/2019	1.40%
NRG Energy, Inc., 7.625%, 1/15/2018	1.39%
Schaeffler Finance BV, 8.50%, 2/15/2019	1.39%
Masco Corp., 5.95%, 3/15/2022	1.38%
Calumet Specialty Product Partners, 9.375%, 5/01/2019	1.37%
Jaguar Land Rover PLC, 8.125%, 5/15/2021	1.37%
	14.62%

Top Ten Industries
(% of Net Assets)
Corporate Bonds	95.80%
Other Assets in Excess of Liabilities	4.20%
	100.00%

Israel Common Values Fund

Top Ten Holdings
(% of Net Assets)
The Israel Corp., Ltd.	3.41%
Bank Hapoalim BM (ADR)	3.40%
Paz Oil Co., Ltd.	3.34%
Elbit Systems, Ltd.	3.32%
Ormat Industries, Ltd.	3.18%
Isramco Negev 2 LP	3.16%
First International Bank of Israel BM	3.11%
Jerusalem Economy, Ltd.	3.07%
Noble Energy, Inc.	2.86%
Nitsba Holdings, Ltd.	2.86%
	31.71%

Top Ten Industries
(% of Net Assets)
Real Estate	15.80%
Oil & Natural Gas	12.80%
Banks	12.30%
Telecommunications	9.30%
Food	7.50%
Software	5.40%
Chemicals	4.70%
Healthcare Products	4.60%
Investment Companies	3.40%
Aerospace/Defense	3.30%
Other Assets in Excess of Liabilities	20.90%
	100.00%

Defensive Strategies Fund

Top Ten Holdings
(% of Net Assets)
SPDR Gold Shares	6.58%
TIPS, 1.125%, 1/15/2021	6.16%
TIPS, 1.75%, 1/15/2028	4.81%
PowerShares DB Commodity Index Tracking Fund	3.44%
Exxon Mobil Corp.	3.04%
TIPS, 2.00%, 1/15/2014	2.88%
TIPS, 2.125%, 1/15/2019	2.60%
TIPS, 2.50%, 1/15/2029	2.60%
TIPS, 1.625%, 1/15/2015	2.35%
Potash Corp. Of Saskatchewan, Inc.	2.25%
	36.71%

Top Ten Industries
(% of Net Assets)
TIPS	27.10%
REITs	17.90%
Exchange Traded Funds	17.00%
Oil & Gas	11.10%
Chemicals	9.50%
Mining	5.50%
Government Mortgage-Backed Securities	1.90%
Oil & Gas Services	1.80%
Iron/Steel	0.60%
Pipelines	0.50%
Other Assets in Excess of Liabilities	7.10%
	100.00%

[5]

Fund Profile

As of March 28, 2013 - (Unaudited)

(Continued)

Strategic Growth Fund

Top Ten Holdings
(% of Net Assets)
Timothy Plan Large/Mid Cap Growth Fund	16.47%
Timothy Plan Defensive Strategies Fund	16.27%
Timothy Plan Large/Mid Cap Value Fund	16.16%
Timothy Plan International Fund	15.15%
Timothy Plan High Yield Bond Fund	12.60%
Timothy Plan Small Cap Value Fund	6.28%
Timothy Plan Emerging Markets Fund	5.82%
Timothy Plan Aggressive Growth Fund	5.74%
Timothy Plan Israel Common Values Fund	5.04%
	99.53%

Top Ten Industries
(% of Net Assets)
Mutual Funds	99.50%
Other Assets in Excess of Liabilities	0.50%
	100.00%

Conservative Growth Fund

Top Ten Holdings
(% of Net Assets)
Timothy Plan Fixed Income Fund	28.97%
Timothy Plan Defensive Strategies Fund	17.89%
Timothy Plan Large/Mid Cap Value Fund	13.88%
Timothy Plan Large/Mid Cap Growth Fund	11.19%
Timothy Plan High Yield Bond Fund	8.47%
Timothy Plan Small Cap Value Fund	5.29%
Timothy Plan International Fund	5.00%
Timothy Plan Israel Common Values Fund	4.04%
Timothy Plan Emerging Markets Fund	2.96%
Timothy Plan Aggressive Growth Fund	2.25%
	99.94%

Top Ten Industries
(% of Net Assets)
Mutual Funds	99.90%
Other Assets in Excess of Liabilities	0.10%
	100.00%

Emerging Markets Fund

Top Ten Holdings
(% of Net Assets)
Embraer SA (ADR)	4.25%
Tim Participacoes SA (ADR)	3.78%
Flextronics International, Ltd. *	3.60%
Hyundai Motor Co.	3.54%
Lukoil OAO (ADR)	3.52%
POSCO	3.50%
Petroleo Brasileiro SA	3.34%
First Pacific Co., Ltd.	3.30%
Yingde Gases	2.83%
Telefonica Brasil SA (ADR)	2.75%
	34.41%

Top Ten Industries
(% of Net Assets)
Banks	13.70%
Food	8.50%
Oil & Natural Gas	6.90%
Telecommunications	6.50%
Diversified Financial Services	6.30%
Electric	5.20%
Building Materials	4.90%
Iron/Steel	4.40%
Aerospace/Defense	4.20%
Electronics	3.60%
Other Assets in Excess of Liabilities	35.80%
	100.00%

[6]

Timothy Plan Family of Funds Aggressive Growth

Schedule of Investments As of March 28, 2013 (Unaudited)

Common Stocks – 95.1%		Shares		Fair Value
AEROSPACE/DEFENSE – 1.1%
BE Aerospace, Inc.	*		3,065		$	184,789
APPAREL – 4.7%
Carter’s, Inc.	*		3,000			171,810
Hanesbrands, Inc.	*		5,715			260,375
Steven Madden, Ltd.	*		1,575			67,946
Oxford Industries, Inc.			2,550			135,405
VF Corp.			1,100			184,525
						820,061
BANKS – 7.3%
Bryn Mawr Bank Corp.			515			11,989
CIT Group, Inc.	*		6,575			285,881
Cardinal Financial Corp.			4,905			89,173
Cathay General Bancorp			12,075			242,949
First Horizon National Corp.			11,825			126,291
Huntington Bancshares, Inc.			27,110			200,343
TCF Financial Corp.			4,100			61,336
Zions Bancorp			9,595			239,779
						1,257,741
BIOTECHNOLOGY – 1.4%
Aegerion Pharmaceuticals, Inc.	*		1,900			76,646
Alexion Pharmaceuticals, Inc.	*		975			89,836
Incyte Corp, Ltd.	*		3,380			79,126
						245,608
CHEMICALS – 0.5%
Ashland, Inc.			1,100			81,730
COMMERCIAL SERVICES – 6.0%
Cardtronics, Inc.	*		6,880			188,925
Euronet Worldwide, Inc.	*		3,500			92,190
FleetCor Technologies, Inc.	*		3,384			259,451
K12, Inc.	*		1,900			45,809
SEI Investments Co.			3,200			92,320
Team, Inc.	*		1,706			70,065
Verisk Analytics, Inc.	*		1,735			106,928
WNS Holdings, Ltd.	*		12,595			185,650
						1,041,338
COMPUTERS – 3.8%
Fortinet, Inc.	*		3,735			88,445
HIS, Inc.	*		900			94,248
Manhattan Associates, Inc.	*		1,940			144,123
Mentor Graphics Corp.			6,380			115,159
Teradata Corp.	*		3,785			221,460
						663,435
DISTRIBUTION/WHOLESALE – 2.3%
MWI Veterinary Supply, Inc.	*		445			58,856
Wesco International, Inc.	*		4,710			341,993
						400,849
ELECTRICAL – 1.8%
Acuity Brands, Inc.			1,275			88,421
AMETEK, Inc.			2,205			95,609

Common Stocks (Continued)		Shares		Fair Value
ELECTRICAL (continued)
Hubbell, Inc.			1,230		$	119,445
						303,475
ELECTRONICS – 6.9%
Amphenol Corp.			3,075			229,549
FEI Co.			4,030			260,137
Mettler-Toledo International, Inc.	*		655			139,659
OSI Systems, Inc.	*		1,925			119,908
Trimble Navigation, Ltd.	*		6,110			183,056
Waters Corp.	*		2,805			263,418
						1,195,727
ENVIRONMENTAL CONTROL – 0.5%
Waste Connections, Inc.			2,610			93,908
FINANCIAL / INVESTMENT SERVICES – 3.9%
Affiliated Managers Group, Inc.	*		640			98,285
Discover Financial Services			2,225			99,769
Evercore Partners, Inc.			2,550			106,080
IntercontinentalExchange, Inc.	*		1,140			185,900
Ocwen Financial Corp.	*		3,520			133,478
Lazard, Ltd.			1,450			49,489
						673,001
HEALTHCARE – 7.4%
Cardiovascular Systems, Inc.	*		2,480			50,790
Cyberonics, Inc.	*		1,945			91,046
Globus Medical, Inc.	*		6,200			91,016
HeartWare International, Inc.			1,380			122,033
Hologic, Inc.	*		3,775			85,315
ICON PLC	*		6,225			201,005
ICU Medical, Inc.	*		1,425			84,004
IPC The Hospitalist Co.	*		1,405			62,494
Luminex Corp.	*		5,400			89,208
Sirona Dental Systems, Inc.	*		1,177			86,780
Syneron Medical, Ltd.	*		6,915			70,671
Thoratec Corp.	*		1,700			63,750
Tornier NV	*		2,820			53,157
Trinity Biotech PLC			4,675			78,914
Volcano Corp.	*		1,925			42,851
						1,273,034
INSURANCE – 3.1%
Brown & Brown, Inc.			3,425			109,737
Radian Group, Inc.			20,525			219,823
Validus Holdings, Ltd.			2,650			99,030
XL Group PLC			3,670			111,201
						539,791
INTERNET – 1.0%
BroadSoft, Inc.	*		2,950			78,085
TIBCO Software, Inc.	*		4,835			97,764
Vocus, Inc.	*		700			9,905
						185,754
INVESTMENT COMPANIES – 0.3%
OFS Capital Corp.			3,625			50,750
LEISURE – 0.6%
Brunswick Corp.			3,185			108,991
MISCELLANEOUS MANUFACTURING – 3.8%
Actuant Corp.			3,825			117,122

[7] (continued)

Timothy Plan Family of Funds Aggressive Growth (Continued)

Schedule of Investments As of March 28, 2013 (Unaudited)

Common Stocks (Continued)		Shares		Fair Value
MISCELLANEOUS MANUFACTURING (continued)
Hexcel Corp.	*		6,325		$	183,488
Trimas Corp.	*		10,760			349,377
						649,987
OIL & NATURAL GAS – 7.0%
Approach Resources, Inc.	*		4,500			110,745
Cabot Oil & Gas Corp.			2,115			142,995
Concho Resources, Inc.	*		1,600			155,888
Denbury Resources, Inc.	*		12,975			241,984
Gulfport Energy Corp.	*		3,140			143,906
Kodiak Oil & Gas Corp.	*		14,500			131,805
Oceaneering International, Inc.			1,425			94,634
Rex Energy Corp.	*		6,074			100,100
Thermon Group Holdings, Inc.	*		3,725			82,732
						1,204,789
PHARMACEUTICALS – 1.6%
Akorn, Inc.	*		11,275			155,933
BioMarin Pharmaceutical, Inc.	*		1,075			66,930
ViroPharma, Inc.	*		1,825			45,917
						268,780
REAL ESTATE – 1.0%
HFF, Inc.			8,850			176,381
RETAIL – 13.1%
Bloomin’ Brands, Inc.	*		5,305			94,800
Casey’s General Stores, Inc.			5,555			323,856
Cheesecake Factory, Inc.			2,760			106,564
Del Frisco’s Resaurant Group, Inc.	*		6,270			104,082
Dick’s Sporting Goods, Inc.			2,220			105,006
Dollar General Corp.	*		2,285			115,575
Domino’s Pizza, Inc.			4,980			256,171
Express, Inc.	*		2,875			51,204
Francescas Holdings Corp.	*		3,025			86,697
Group 1 Automotive, Inc.			5,580			335,191
Hibbett Sports, Inc.	*		1,530			86,093
Krispy Kreme Doughnuts, Inc.	*		8,045			116,170
Pier 1 Imports, Inc.			4,250			97,750
Rush Enterprises, Inc.	*		8,850			213,462
Sally Beauty Holdings, Inc.	*		4,340			127,509
Williams-Sonoma, Inc.			850			43,792
						2,263,922
SEMICONDUCTORS – 4.8%
Avago Technologies, Ltd.			2,925			105,066
Cavium, Inc.	*		900			34,929
Linear Technology Corp.			2,000			76,740
Semtech Corp.	*		12,550			444,145

Common Stocks (Continued)		Shares		Fair Value
SEMICONDUCTORS (continued)
Silicon Motion Technology Corp.			3,825		$	44,791
Ultratech, Inc.	*		3,310			130,844
						836,515
SOFTWARE – 5.0%
Aspen Technology, Inc.	*		2,640			85,246
Citrix Systems, Inc.	*		1,300			93,808
Fair Isaac Corp.			2,390			109,199
Informatica Corp.	*		3,350			115,474
Interactive Intelligence Group, Inc.	*		1,885			83,600
MedAssets, Inc.	*		5,615			108,089
PTC, Inc.	*		7,845			199,969
QLIK Technologies, Inc.			2,875			74,261
						869,646
TELECOMMUNICATIONS – 3.1%
Aruba Networks, Inc.	*		4,725			116,897
Finisar Corp.	*		3,570			47,088
Ixia	*		6,270			135,683
Juniper Networks, Inc.	*		4,150			76,941
NETGEAR, Inc.	*		1,815			60,821
West Corp.	*		4,850			93,071
						530,501
TRANSPORTATION – 3.1%
Genesse & Wyoming, Inc. – Class A	*		2,385			222,067
Old Dominion Freight Line, Inc.	*		8,040			307,128
						529,195
Total Common Stocks (Cost $14,100,763)					$	16,449,698
REITs – 2.2%		Shares		Fair Value
American Campus Communities, Inc. (Cost $387,540)			8,360		$	379,042
Money Market Fund – 1.8%		Shares		Fair Value
Fidelity Institutional Money Market Portfolio, 0.24% (Cost $320,390)	(A)		320,390		$	320,390
Total Investments (Cost $14,808,693) – 99.1%	(B)				$	17,149,130
Other Assets in Excess of Liabilities – 0.9%						150,771
Net Assets – 100.00%					$	17,299,901

[8] (continued)

Timothy Plan Family of Funds Aggressive Growth (Continued)

Schedule of Investments As of March 28, 2013 (Unaudited)

* Non-income producing securities.

(REIT) Real Estate Investment Trust.

(A) Variable rate security; the rate shown represents the yield at March 28, 2013.

(B) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $14,887,802 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	2,523,727
Unrealized depreciation		(262,399	)
Net unrealized appreciation	$	2,261,328

The accompanying notes are an integral part of these financial statements.

[9]

Timothy Plan Family of Funds International

Schedule of Investments As of March 28, 2013 (Unaudited)

Common Stocks – 97.4%		Shares		Fair Value
AEROSPACE/DEFENSE – 2.2%
BAE Systems PLC (ADR)			32,000		$	772,480
AIRLINES – 2.1%
Copa Holdings SA			6,100			729,621
AUTOMOTIVE – 5.2%
Fiat SpA (ADR)	*		51,000			270,810
Magna International, Inc.			11,800			692,660
Valeo SA (ADR)			30,000			814,500
						1,777,970
BANKS – 9.6%
Banco Bilbao Vizcaya Argentaria SA (ADR)			15,000			131,550
Bank of East Asia, Ltd. (ADR)			88,000			351,120
Bank Hapoalim BM (ADR)	*		16,000			360,880
DBS Group Holdings, Ltd. (ADR)			20,139			1,044,408
Sberbank of Russia (ADR)	*		57,000			726,750
Swedbank AB (ADR)			30,100			688,688
						3,303,396
CHEMICALS – 4.6%
Agrium, Inc.			8,300			809,250
Syngenta AG (ADR)			9,000			753,750
						1,563,000
COSMETICS/PERSONAL CARE – 1.2%
Kao Corp. (ADR)			12,700			411,480
DISTRIBUTION / WHOLESALE – 2.6%
ITOCHU Corp. (ADR)			37,000			906,130
ELECTRIC POWER – 1.4%
Power Assets Holdings, Ltd. (ADR)			50,900			484,568
ELECTRICAL – 1.3%
Hitachi, Ltd. (ADR)			8,000			463,200
FINANCIAL / INVESTMENT SERVICES – 2.9%
ORIX Corp. (ADR)			15,700			998,206
ENGINEERING & CONSTRUCTION – 1.3%
Vinci SA (ADR)			40,000			451,200
FOOD – 7.0%
Kerry Group PLC (ADR)			14,000			838,040
Marine Harvest ASA (ADR)	*		16,000			296,960
Seven & I Holdings Co., Ltd. (ADR)			6,500			429,260
WM Morrison Supermarkets PLC (ADR)			40,000			840,800
						2,405,060
HAND / MACHINE TOOLS – 1.4%
Techtronic Industries Co. (ADR)			38,000			464,360
HEALTHCARE – 7.1%
Fresenius Medical Care AG & Co. (ADR)			36,000			1,218,960
Smith & Nephew PLC (ADR)			21,000			1,212,330
						2,431,290
HOME BUILDERS – 1.2%
Sekisui House, Ltd. (ADR)			30,000			405,000

Common Stocks (Continued)		Shares		Fair Value
HOUSEHOLD PRODUCTS – 4.5%
Henkel AG & Co. (ADR)			19,500		$	1,541,475
INSURANCE – 5.6%
Aegon NV (ADR)			51,000			306,510
Ageas (ADR)			10,000			339,000
Muenchener Keuckversicherungs AG (ADR)			18,200			341,614
Zurich Insurance Group AG (ADR)			33,000			924,660
						1,911,784
MACHINERY – 4.6%
Assa Abloy AB (ADR)			34,000			691,220
Atlas Copco AB (ADR)			27,000			679,320
CNH Global NV			5,000			206,600
						1,577,140
MINERALS & MINING – 3.4%
Anglo American PLC (ADR)			13,980			179,923
Barrick Gold Corp.			9,000			132,300
BHP Billiton PLC (ADR)			4,500			522,540
Vale SA (ADR)			19,600			323,988
						1,158,751
MISCELLANEOUS MANUFACTURING – 1.5%
FUJIFILM Holdings Corp. (ADR)			16,550			325,042
Vesuvius PLC (ADR)			35,000			187,390
						512,432
OFFICE / BUSINESS EQUIPMENT – 1.3%
Canon, Inc. (ADR)			12,000			440,280
OIL & NATURAL GAS – 7.9%
Afren PLC (ADR)	*		50,000			537,918
Lukoil OAO (ADR)			14,000			903,000
Statoil ASA (ADR)			30,368			747,660
Transocean, Ltd.	*		10,000			519,600
						2,708,178
OIL & GAS SERVICE – 1.3%
Subsea 7 SA (ADR)			19,500			458,445
PACKAGING – 1.3%
Rexam PLC (ADR)			11,180			449,436
PHARMACEUTICAL – 2.0%
Shire PLC (ADR)			7,700			703,472
SOFTWARE – 0.5%
Open Text Corp.	*		3,000			177,090
TELECOMMUNICATIONS – 10.1%
Globe Telecom, Inc. (ADR)			18,000			529,283
Nippon Telegraph & Telephone Corp. (ADR)			16,000			347,840
Philippine Long Distance Telephone Co. (ADR)			9,500			673,930
Singapore Telecommunications, Ltd. (ADR)			50,500			1,462,985
Softbank Corp. (ADR)			19,852			452,626
						3,466,664

[10] (continued)

Timothy Plan Family of Funds International (Continued)

Schedule of Investments As of March 28, 2013 (Unaudited)

Common Stocks (Continued)	Shares		Fair Value
TRANSPORTATION – 2.3%
Canadian Pacific Railway, Ltd.		6,000		$	782,820
Total Common Stocks (Cost $27,488,025)				$	33,454,928

Money Market Fund – 2.2%		Shares		Fair Value
Fidelity Institutional Money Market Portfolio, 0.24% (Cost $761,014)	(A)		761,014		$	761,014
Total Investments (Cost $28,249,039) – 99.6%	(B)				$	34,215,942
Other Assets in Excess of Liabilities – 0.4%						145,165
Net Assets – 100.00%					$	34,361,107

* Non-income producing securities.

(ADR) American Depositary Receipt.

(A) Variable rate security; the rate shown represents the yield at March 28, 2013.

(B) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $28,376,549 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	6,924,520
Unrealized depreciation		(1,085,127	)
Net unrealized appreciation	$	5,839,393

Diversification of Assets

Country	% of Net Assets
Belgium		0.99%
Brazil		0.94%
Canada		7.55%
France		3.68%
Germany		9.03%
Hong Kong		3.78%
Ireland		4.49%
Israel		1.05%
Italy		0.79%
Japan		15.07%
Netherlands		1.49%
Norway		3.04%
Panama		2.12%
Philippines		3.50%
Russia		4.74%
Singapore		7.30%
Spain		0.38%
Sweden		5.99%
Switzerland		6.40%
United Kingdom		15.02%
Total		97.35%
Money Market Fund		2.21%
Other Assets in Excess of Liabilities		0.44%
Grand Total		100.00%

The accompanying notes are an integral part of these financial statements.

[11]

Timothy Plan Family of Funds Large/Mid Cap Growth

Schedule of Investments As of March 28, 2013 (Unaudited)

Common Stocks – 94.0%		Shares		Fair Value
AEROSPACE/DEFENSE – 3.1%
BE Aerospace, Inc.	*		9,925		$	598,378
General Dynamics, Corp.			13,145			926,854
						1,525,232
APPAREL – 2.6%
Carter’s, Inc.	*		10,525			602,767
Hanesbrands, Inc.	*		7,655			348,762
VF Corp.			1,920			322,080
						1,273,609
BANKS – 5.4%
BB&T Corp.			22,585			708,943
CIT Group, Inc.	*		20,850			906,558
Huntington Bancshares, Inc.			85,765			633,803
Zions Bancorp			17,245			430,953
						2,680,257
BIOTECHNOLOGY – 0.6%
Alexion Pharmaceuticals, Inc.	*		3,250			299,455
CHEMICALS – 0.5%
Ashland, Inc.			3,630			269,709
COMMERCIAL SERVICES – 3.5%
FleetCor Technologies, Inc.	*		6,342			486,241
SEI Investments Co.			10,400			300,040
Verisk Analytics, Inc.	*		7,670			472,702
Western Union Co.			33,310			500,982
						1,759,965
COMPUTERS – 2.9%
Fortinet, Inc.	*		26,870			636,282
IHS, Inc.	*		3,000			314,160
Teradata Corp.	*		8,280			484,463
						1,434,905
DISTRIBUTION/WHOLESALE – 1.1%
Wesco International, Inc.	*		7,915			574,708
DIVERSIFIED FINANCIAL SERVICES – 5.2%
Affiliated Managers Group, Inc.	*		2,035			312,515
Blackrock, Inc.			4,155			1,067,336
Discover Financial Services			7,025			315,001
IntercontinentalExchange, Inc.	*		4,590			748,491
Lazard, Ltd.			4,600			156,998
						2,600,341
ELECTRICAL COMPONENTS & EQUIPMENT – 2.2%
AMETEK, Inc.			4,040			175,174
Emerson Electric Co.			8,370			467,632
Hubbell, Inc. – Class B			4,605			447,192
						1,089,998
ELECTRONICS – 10.1%
Amphenol Corp. – Class A			18,330			1,368,335
FEI Co.			2,690			173,640
Jabil Circuit, Inc.			44,700			826,056
Mettler-Toledo International, Inc.	*		2,130			454,159

Common Stocks (Continued)		Shares		Fair Value
ELECTRONICS (continued)
Thermo Fisher Scientific, Inc.			14,770		$	1,129,757
Trimble Navigation, Ltd.	*		18,620			557,855
Waters Corp.	*		5,830			547,495
						5,057,297
ENTERTAINMENT – 1.3%
Cinemark Holdings, Inc.			22,245			654,893
ENVIRONMENTAL CONTROL – 0.6%
Waste Connections, Inc.			8,445			303,851
FOOD – 1.3%
JM Smucker and Co.			6,625			656,935
HEALTHCARE – 5.2%
Covidien PLC			18,485			1,254,022
Hologic, Inc.	*		14,330			323,858
ICON PLC	*		9,775			315,635
Sirona Dental Systems, Inc.	*		9,725			717,024
						2,610,539
INSURANCE – 4.1%
ACE, Ltd.			15,020			1,336,329
Brown & Brown, Inc.			10,950			350,838
XL Group PLC			11,715			354,965
						2,042,132
INTERNET – 0.9%
Tibco Software, Inc.	*		21,930			443,425
MACHINERY – 1.2%
Rockwell Automation, Inc.			7,200			621,720
MINING – 1.9%
Freeport-McMoRan Copper & Gold, Inc.			28,030			927,793
MISCELLANEOUS SERVICES – 3.1%
Actuant Corp.			12,450			381,219
Danaher Corp.			18,735			1,164,380
						1,545,599
OIL & NATURAL GAS – 10.5%
Cabot Oil & Gas Corp.			6,835			462,114
Concho Resources, Inc.	*		9,385			914,381
Denbury Resources, Inc.	*		28,750			536,188
Exxon Mobil Corp.			23,930			2,156,332
Occidental Petroleum Corp.			15,020			1,177,117
						5,246,132
OIL & NATURAL GAS SERVICES – 0.6%
Oil States International, Inc.	*		4,575			303,826
PHARMACEUTICALS – 2.2%
Akorn, Inc.	*		18,875			261,041
AmerisourceBergen Corp.			9,190			472,826
BioMarin Pharmaceutical, Inc.	*		5,725			356,439
						1,090,306
RETAIL – 8.4%
Autozone, Inc.	*		2,475			982,006
Dick’s Sporting Goods, Inc.			10,490			496,177

[12] (continued)

Timothy Plan Family of Funds Large/Mid Cap Growth (Continued)

Schedule of Investments As of March 28, 2013 (Unaudited)

Common Stocks (Continued)		Shares		Fair Value
RETAIL (continued)
Dollar General Corp.	*		6,940		$	351,025
Domino’s Pizza, Inc.			7,880			405,347
Group 1 Automotive, Inc.			11,125			668,279
Lowe’s Cos. Inc.			16,365			620,561
Sally Beauty Holdings, Inc.	*		14,495			425,863
Williams-Sonoma, Inc.			4,750			244,720
						4,193,978
SEMICONDUCTORS – 8.9%
Avago Technologies, Ltd.			15,250			547,780
Broadcom Corp.			16,295			564,948
Linear Technology Corp.			38,190			1,465,350
Maxim Integrated Products, Inc.			11,095			362,141
NVIDIA Corp.			35,320			452,802
Semtech Corp.	*		20,075			710,454
Xilinx, Inc.			9,055			345,629
						4,449,104
SOFTWARE – 3.8%
Citrix Systems, Inc.	*		8,325			600,732
Informatica Corp.	*		18,605			641,314
PTC, Inc.	*		26,360			671,916
						1,913,962
TELECOMMUNICATIONS – 1.1%
Juniper Networks, Inc.	*		13,525			250,753
West Corp.	*		15,145			290,633
						541,386

Common Stocks (Continued)		Shares		Fair Value
TRANSPORTATION – 1.7%
Genesee & Wyoming, Inc. – Class A	*		3,805		$	354,284
Old Dominion Freight Line, Inc.	*		12,540			479,028
						833,312
Total Common Stocks (Cost $40,973,401)					$	46,944,369
REIT – 2.3%		Shares		Fair Value
American Campus Communities, Inc. (Cost $1,139,783)			24,800		$	1,124,432
Money Market Fund – 3.1%		Shares		Fair Value
Fidelity Institutional Money Market Portfolio, 0.24% (Cost $1,564,704)	(A)		1,564,704		$	1,564,704
Total Investments (Cost $43,677,888) – 99.4%	(B)				$	49,633,505
Other Assets in Excess of Liabilities – 0.6%						307,146
Net Assets – 100.00%					$	49,940,651

* Non-income producing securities.

(REIT) Real Estate Investment Trust.

(A) Variable rate security; the rate shown represents the yield at March 28, 2013.

(B) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $42,936,161 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	7,261,108
Unrealized depreciation		(563,764	)
Net unrealized appreciation	$	6,697,344

The accompanying notes are an integral part of these financial statements.

[13]

Timothy Plan Family of Funds Small Cap Value

Schedule of Investments As of March 28, 2013 (Unaudited)

Common Stocks – 86.5%		Shares		Fair Value
AEROSPACE EQUIPMENT – 2.2%
Moog, Inc. – Class A	*		29,800		$	1,365,734
APPAREL – 2.0%
Wolverine World Wide, Inc.			27,800			1,233,486
BANKS – 14.6%
Bancfirst Corp.			15,523			647,309
BBCN Bancorp, Inc.			94,299			1,231,545
Chemical Financial Corp.			44,503			1,173,989
Columbia Banking System, Inc.			55,108			1,211,274
First Financial Bancorp			63,800			1,023,990
PrivateBancorp, Inc.			62,407			1,180,116
State Bank Financial Corp.			42,154			690,061
SVB Financial Group	*		17,200			1,220,168
Wintrust Financial Corp.			17,500			648,200
						9,026,652
BUILDING MATERIALS – 3.5%
Boise Cascade Co.	*		22,950			778,923
Trex Co., Inc.	*		27,700			1,362,286
						2,141,209
COMMERCIAL SERVICES – 2.2%
Kelly Services, Inc.			72,800			1,359,904
COMPUTERS – 4.5%
CACI International, Inc.	*		23,234			1,344,552
J2 Global, Inc.			36,200			1,419,402
						2,763,954
DISTRIBUTION/WHOLESALE – 2.2%
Beacon Roofing Supply, Inc.	*		36,000			1,391,760
DIVERSIFIED FINANCIAL SERVICES – 0.8%
Artisan Partners Asset Management, Inc.	*		12,700			501,015
ELECTRIC POWER – 4.3%
Allete, Inc.			27,200			1,333,344
NorthWestern Corp.			33,800			1,347,268
						2,680,612
ELECTRIC & EQUIPMENT – 6.4%
EnerSys	*		14,912			679,689
Coherent, Inc.	*		10,945			742,618
Littelfuse, Inc.			21,327			1,210,094
Watts Water Technologies, Inc.			27,700			1,329,323
						3,961,724
ENGINEERING & CONSTRUCTION – 1.2%
Foster Wheeler AG	*		32,200			735,770
FOOD – 1.2%
J & J Snack Food Corp.			9,463			727,610
FOREST PRODUCTS & PAPER – 2.2%
KapStone Paper and Packaging Corp.	*		49,600			1,378,880
HEALTHCARE – 3.2%
Given Imaging, Ltd.	*		41,006			670,448
Orthofix International NV	*		35,980			1,290,603
						1,961,051

Common Stocks (Continued)		Shares		Fair Value
HOLDING COMPANY – 1.9%
National Bank Holdings Corp.			25,800		$	472,140
Primoris Services Corp.			30,800			680,988
						1,153,128
HOME BUILDERS – 2.0%
Thor Industries, Inc.			34,100			1,254,539
HOME FURNISHING – 0.1%
DTS, Inc.	*		4,712			78,361
INSURANCE – 6.9%
AMERISAFE, Inc.			38,046			1,352,155
Employers Holdings, Inc.			52,300			1,226,435
Endurance Specialty Holdings, Ltd.			12,300			588,063
Safety Insurance Group, Inc.			22,370			1,099,485
						4,266,138
INTERNET – 0.4%
CyrusOne, Inc.			10,800			246,672
LEISURE – 2.2%
Arctic Cat, Inc.	*		30,900			1,350,330
MACHINERY – 3.4%
Hurco Cos, Inc.	*		23,405			637,318
Hyster-Yale Materials Handling, Inc.			3,376			192,736
Gorman-Rupp Co.			42,876			1,288,424
						2,118,478
MINING – 1.1%
US Silica Holdings, Inc.	*		28,500			672,030
OIL & NATURAL GAS – 4.4%
Bonanza Creek Energy, Inc.	*		35,512			1,373,249
PDC Energy, Inc.	*		13,400			664,238
Rex Energy Corp.	*		43,100			710,288
						2,747,775
OIL & GAS SERVICES – 1.1%
Matrix Service Co.	*		43,802			652,650
PIPELINES – 1.0%
EQT Midsteam Partners LP	*		16,221			629,375
RETAIL – 2.0%
Children’s Place Retail Stores	*		27,500			1,232,550
SOFTWARE – 5.2%
Omnicell, Inc.	*		72,021			1,359,756
Pervasive Software, Inc.	*		63,301			580,470
SYNNEX CORP.	*		35,100			1,298,700
						3,238,926
TRANSPORTATION – 2.1%
Roadrunner Transportation Systems, Inc.	*		56,500			1,299,500
TRUCKING & LEASING – 2.2%
TAL International Group, Inc.			30,496			1,381,774
Total Common Stocks (Cost $43,484,980)					$	53,551,587

[14] (continued)

Timothy Plan Family of Funds Small Cap Value (Continued)

Schedule of Investments As of March 28, 2013 (Unaudited)

REITs – 8.7%	Shares		Fair Value
Coresite Realty Corp.		19,605		$	685,783
CubeSmart		44,800			707,840
PS Business Parks, Inc.		17,200			1,357,424
Potlatch Corp.		28,300			1,297,838
Summit Hotel Properties, Inc.		129,697			1,357,927
Total REITs (Cost $4,216,339)				$	5,406,812

Money Market Fund – 4.1%		Shares		Fair Value
Fidelity Institutional Money Market Portfolio, 0.24% (Cost $2,520,127)	(A)		2,520,127		$	2,520,127
Total Investments (Cost $50,221,446) – 99.3%	(B)				$	61,478,526
Other Assets in Excess of Liabilities – 0.7%						445,770
Net Assets – 100.00%					$	61,924,296

* Non-income producing securities.

(REIT) Real Estate Investment Trust.

(A) Variable rate security; the rate shown represents the yield at March 28, 2013.

(B) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $50,327,308 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	11,463,571
Unrealized depreciation		(312,353	)
Net unrealized appreciation	$	11,151,218

The accompanying notes are an integral part of these financial statements.

[15]

Timothy Plan Family of Funds Large/Mid Cap Value

Schedule of Investments As of March 28, 2013 (Unaudited)

Common Stocks – 89.7%		Shares		Fair Value
AEROSPACE / DEFENSE – 2.1%
General Dynamics Corp.			37,500		$	2,644,125
AUTO – 3.0%
BorgWarner, Inc.	*		30,500			2,358,870
Lear Corp.			25,600			1,404,672
						3,763,542
BANKS – 2.0%
CIT Group, Inc.	*		58,700			2,552,276
BEVERAGES – 2.1%
Dr. Pepper Snapple Group, Inc.			56,900			2,671,455
CHEMICALS – 1.9%
Sherwin-Williams Co.			14,400			2,432,016
COMPUTERS – 2.3%
Western Digital Corp.			58,800			2,956,464
DISTRIBUTION / WHOLESALE – 1.0%
Genuine Parts Co.			17,100			1,333,800
DIVERSIFIED FINANCIAL SERVICES – 7.4%
Eaton Vance Corp.			80,800			3,379,864
Franklin Resources, Inc.			18,100			2,714,580
Invesco, Ltd.			112,600			3,260,896
						9,355,340
ELECTRIC POWER – 8.7%
American Electric Power Co., Inc.			54,100			2,630,883
Dominion Resources, Inc.			44,800			2,606,464
FirstEnergy Corp.			60,600			2,557,320
Emerson Electric Co.			57,800			3,229,286
						11,023,953
ELECTRONICS – 2.1%
TE Connectivity, Ltd.			63,500			2,662,555
FOOD – 2.0%
JM Smucker Co.			26,100			2,588,076
HEALTHCARE – 10.6%
CareFusion Corp.	*		82,300			2,879,677
Covidien PLC			60,900			4,131,456
CR Bard, Inc.			22,800			2,297,784
DENTSPLY International, Inc.			28,800			1,221,696
Hologic, Inc.	*		127,800			2,888,280
						13,418,893
INSURANCE – 8.7%
ACE, Ltd.			28,700			2,553,439
Arch Capital Group, Ltd.	*		63,100			3,317,167
Axis Capital Holdings, Ltd.			67,700			2,817,674
Willis Group Holdings, PLC (ADR)			60,100			2,373,349
						11,061,629
MACHINERY – 3.4%
Flowserve Corp.			19,300			3,236,803
Xylem, Inc.			39,900			1,099,644
						4,336,447

Common Stocks (Continued)		Shares		Fair Value
METAL FABRICATION – 1.8%
Precision Castparts Corp.			12,300		$	2,332,326
OIL & NATURAL GAS – 19.4%
Anadarko Petroleum Corp.			29,000			2,536,050
Apache Corp.			20,600			1,589,496
ConocoPhillips			18,600			1,117,860
EQT Corp.			45,200			3,062,300
Exxon Mobil Corp.			37,700			3,397,147
Marathon Oil Corp.			44,400			1,497,168
Marathon Petroleum Corp.			29,300			2,625,280
Murphy Oil Corp.			34,700			2,211,431
National Oilwell Varco, Inc.			30,400			2,150,800
Occidental Petroleum Corp.			29,000			2,272,730
Phillips 66			32,400			2,267,028
						24,727,290
RETAIL – 4.8%
Advance Auto Parts, Inc.			41,900			3,463,035
Family Dollar Stores, Inc.			43,700			2,580,485
						6,043,520
SEMICONDUCTORS – 1.0%
Microchip Technology, Inc.			35,700			1,312,332
SOFTWARE – 2.4%
CA, Inc.			118,900			2,992,713
TRANSPORTATION – 3.0%
Union Pacific Corp.			26,400			3,759,624
Total Common Stocks (Cost $78,837,111)					$	113,968,376
Master Limited Partnerships – 2.1%		Shares		Fair Value
Lazard, Ltd. – Class A (Cost $2,711,146)			78,800		$	2,689,444
REITs – 6.2%		Shares		Fair Value
HCP, Inc.			51,100		$	2,547,846
Public Storage, Inc.			19,700			3,000,704
Regency Centers Corp.			45,300			2,396,823
(Cost $5,083,140)					$	7,945,373
Money Market Fund – 2.0%		Shares		Fair Value
Fidelity Institutional Money Market Portfolio, 0.24% (Cost $2,526,264)	(A)		2,526,264		$	2,526,264
Total Investments (Cost $89,157,661) – 100.0%	(B)				$	127,129,457
Other Assets in Excess of Liabilities – 0.0%						11,182
Net Assets – 100.00%					$	127,140,639

[16] (continued)

Timothy Plan Family of Funds Large/Mid Cap Value (Continued)

Schedule of Investments As of March 28, 2013 (Unaudited)

* Non-income producing securities.

(REIT) Real Estate Investment Trust.

(ADR) American Depositary Receipt.

(A) Variable rate security; the rate shown represents the yield at March 28, 2013.

(B) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $89,197,632 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	39,032,768
Unrealized depreciation		(1,100,943	)
Net unrealized appreciation	$	37,931,825

The accompanying notes are an integral part of these financial statements.

[17]

Timothy Plan Family of Funds Fixed Income

Schedule of Investments As of March 28, 2013 (Unaudited)

Bonds and Notes – 95.6%	Par Value			Fair Value
CORPORATE BONDS – 33.4%
ABB Finance USA, Inc., 2.875%, 5/08/2022		$	1,000,000		$	1,014,617
Altera Corp., 1.75%, 5/15/2017			1,000,000			1,021,665
Analog Devices, Inc., 3.00%, 4/15/2016			740,000			782,929
Boardwalk Pipelines LP, 5.75%, 9/15/2019			1,000,000			1,155,279
Cameron International Corp., 6.375%, 7/15/2018			1,000,000			1,202,700
Canadian National Railway Co., 5.80%, 6/01/2016			750,000			863,534
Cliffs Natural Resources Inc., 4.875%, 4/01/2021			750,000			740,289
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA, 2.125%, 10/13/2015			1,000,000			1,029,322
Covidien International Finance SA, 2.80%, 6/15/2015			500,000			523,206
Eaton Corp., 5.60%, 5/15/2018			325,000			381,990
Energy Transfer Partners LP, 6.70%, 7/01/2018			750,000			905,941
Enterprise Products Operating, LLC, 6.125%, 10/15/2039			500,000			589,972
ERP Operating LP, 5.125%, 3/15/2016			900,000			1,002,662
Health Care REIT, Inc., 3.75%, 3/15/2023			750,000			754,136
Husky Energy, Inc., 3.95%, 4/15/2022			750,000			796,094
John Sevier Combined Cycle Generation LLC, 4.626%, 1/15/2042			987,086			1,104,020
Johnson Controls, Inc., 5.00%, 3/30/2020			750,000			854,929
Kennametal Inc., 3.875%, 2/15/2022			1,000,000			1,031,072
Kinder Morgan Energy Partners LP, 5.125%, 11/15/2014			750,000			802,988
Marathon Oil Corp., 6.00%, 10/01/2017			750,000			891,483
Nisource Finance Corp., 5.40%, 7/15/2014			750,000			792,251
Oneok, Inc., 4.25%, 2/01/2022			500,000			528,335
Oneok, Inc., 5.20%, 6/15/2015			500,000			542,747
Petrobras Intl. Financial Co., 3.50%, 2/06/2017			750,000			773,497
Phillips 66, 2.95%, 5/01/2017			1,000,000			1,060,858
Plains All American Pipeline, 3.65%, 6/01/2022			1,000,000			1,054,168

Bonds and Notes (Continued)	Par Value			Fair Value
CORPORATE BONDS (continued)
Rio Tinto Finance USA, Ltd., 2.50%, 5/20/2016		$	750,000		$	782,213
Simon Property Group LP, 6.125%, 5/30/2018			1,000,000			1,222,055
Teck Cominco Ltd. – Cl. B, 6.00%, 8/15/2040			500,000			520,528
Transocean, Inc., 6.00%, 3/15/2018			500,000			565,626
Tyco Electronics Group SA, 6.55%, 10/01/2017			750,000			893,606
Valero Energy Corp., 6.625%, 6/15/2037			500,000			611,252
Weatherford International, Ltd., 4.95%, 10/15/2013			750,000			765,306
Willis North America, Inc., 6.20%, 3/28/2017			750,000			855,269
Total Corporate Bonds (Cost $26,812,555)						28,416,539
U.S. GOVERNMENT & AGENCY OBLIGATIONS – 62.2%
GOVERNMENT NOTES & BONDS – 30.4%
Federal Farm Credit Bank, 4.875%, 1/17/2017			1,500,000			1,743,541
Federal Farm Credit Bank, 5.125%, 8/25/2016			2,500,000			2,891,435
Federal Home Loan Bank, 5.00%, 11/17/2017			1,000,000			1,190,897
Federal Home Loan Bank, 5.50%, 8/13/2014			1,500,000			1,610,228
U.S. Treasury Bond, 4.50%, 2/15/2036			2,500,000			3,179,492
U.S. Treasury Note, 3.125%, 5/15/2021			10,000,000			11,264,844
U.S. Treasury Note, 3.875%, 5/15/2018			2,000,000			2,310,938
U.S. Treasury Note, 4.75%, 5/15/2014			1,550,000			1,629,074
Total Government Notes & Bonds (Cost $24,950,576)						25,820,449
GOVERNMENT MORTGAGE-BACKED SECURITIES – 27.6%
GNMA Pool 3584, 6.00%, 7/20/2034			65,772			77,254
GNMA Pool 3612, 6.50%, 9/20/2034			156,490			179,803
GNMA Pool 3625, 6.00%, 10/20/2034			486,832			552,539
GNMA Pool 3637, 5.50%, 11/20/2034			190,799			211,714
GNMA Pool 3665, 5.50%, 1/20/2035			304,642			338,036
GNMA Pool 3679, 6.00%, 2/20/2035			161,809			190,099

[18] (continued)

Timothy Plan Family of Funds Fixed Income (Continued)

Schedule of Investments As of March 28, 2013 (Unaudited)

Bonds and Notes (Continued)	Par Value			Fair Value
GOVERNMENT MORTGAGE-BACKED SECURITIES (continued)
GNMA Pool 3711, 5.50%, 5/20/2035		$	373,781		$	414,755
GNMA Pool 3865, 6.00%, 6/20/2036			317,183			358,010
GNMA Pool 3910, 6.00%, 10/20/2036			227,794			257,116
GNMA Pool 3939, 5.00%, 1/20/2037			390,585			428,069
GNMA Pool 4058, 5.00%, 12/20/2037			477,113			522,901
GNMA Pool 4072, 5.50%, 1/20/2038			520,907			570,410
GNMA Pool 4520, 5.00%, 8/20/2039			1,570,865			1,739,307
GNMA Pool 4541, 5.00%, 9/20/2039			984,958			1,079,483
GNMA Pool 4947, 5.00%, 2/20/2041			1,748,487			1,940,311
GMNA Pool 5176, 5.00%, 9/20/2041			724,341			796,688
GNMA Pool 5204, 4.50%, 10/20/2041			704,578			768,192
GNMA Pool 585163, 5.00%, 2/15/2018			19,404			21,197
GNMA Pool 585180, 5.00%, 2/15/2018			19,715			21,538
GNMA Pool 592492, 5.00%, 3/15/2018			13,207			14,428
GNMA Pool 599821, 5.00%, 1/15/2018			15,526			16,627
GNMA Pool 604182, 5.50%, 4/15/2033			282,211			311,102
GNMA Pool 663776, 6.50%, 1/15/2037			182,430			210,588
GNMA Pool 701961, 4.50%, 6/15/2039			2,326,806			2,557,875
GNMA Pool 717072, 5.00%, 5/15/2039			839,436			916,323
GNMA Pool 734437, 4.50%, 5/15/2041			645,193			705,700

Bonds and Notes (Continued)		Par Value			Fair Value
GOVERNMENT MORTGAGE-BACKED SECURITIES (continued)
GNMA Pool 781694, 6.00%, 12/15/2031			$	68,389		$	77,661
GNMA Pool 783060, 4.00%, 8/15/2040				1,512,266			1,655,242
GNMA Pool MA0155, 4.00%, 6/20/2042				3,192,138			3,455,914
GNMA Pool MA0220, 3.50%, 7/20/2042				2,918,575			3,125,746
Total Government Mortgage-Backed Securities (Cost $22,680,114)		��				$	23,514,628
TREASURY INFLATION PROTECTED SECURITIES (TIPS) – 4.2%
TIPS, 2.00%, 1/15/2014				1,250,000			1,609,962
TIPS, 2.50%, 7/15/2016				1,500,000			1,978,036
Total Treasury Inflation Protected Securities (TIPS) (Cost $3,283,807)						$	3,587,998
Total U.S. Government & Agency Obligations (Cost $50,914,497)						$	52,923,075
Total Bonds and Notes (Cost $77,727,052)						$	81,339,614
Money Market Fund – 6.2%		Shares			Fair Value
Fidelity Institutional Money Market Portfolio, 0.24% (Cost $5,296,728)	(A)			5,296,728		$	5,296,728
Total Investments (Cost $83,023,780) – 101.8%	(B)					$	86,636,342
Liabilities in Excess of Other Assets – (1.8)%							(1,504,523	)
Net Assets – 100.00%						$	85,131,819

(A) Variable rate security; the rate shown represents the yield at March 28, 2013.

(B) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $83,023,780 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	3,930,974
Unrealized depreciation		(318,412	)
Net unrealized appreciation	$	3,612,562

The accompanying notes are an integral part of these financial statements.

[19]

Timothy Plan Family of Funds High Yield Bond

Schedule of Investments As of March 28, 2013 (Unaudited)

Corporate Bonds – 95.8%		Par Value			Fair Value
Actuant Corp., 5.625%, 6/15/2022			$	500,000		$	518,125
AmeriGas Partners LP, 7.00%, 5/20/2022				500,000			546,250
Anixter, Inc., 5.625%, 5/01/2019				500,000			530,625
ArcelorMittal, 6.75%, 2/25/2022				500,000			547,355
Atlas Pipeline Partners LP, 6.625%, 10/01/2020	(A)			150,000			157,125
Atlas Pipeline Partners LP, 6.625%, 10/01/2020	(A)			100,000			104,500
Atlas Pipeline Partners LP, 5.875%, 8/1/2023	(A)			100,000			100,000
Audatex North America, Inc., 6.75%, 06/15/2018	(A)			500,000			535,000
Basic Energy Services, Inc., 7.75%, 2/15/2019				500,000			511,875
Biomet, Inc., 6.50%, 8/01/2020	(A)			450,000			479,250
Bombardier, Inc., 6.125%, 1/15/2023	(A)			250,000			260,625
Calfrac Holdings LP, 7.50%, 12/01/2020	(A)			500,000			504,375
Calumet Specialty Product Partners, 9.375%, 5/01/2019				500,000			562,500
Cemex Finance LLC, 9.50%, 12/14/2016	(A)			500,000			543,750
CIT Group, Inc., 4.25%, 8/15/2017				500,000			525,000
Cliffs Natural Resources, Inc., 3.95%, 1/15/2018				500,000			502,037
Cloud Peak Energy Resources LLC, 8.50%, 12/15/2019				500,000			545,000
CommScope, Inc., 8.25%, 1/15/2019	(A)			500,000			545,000
Comstock Resources, Inc., 8.375%, 10/15/2017				500,000			533,750
Copano Energy Finance Corp., 7.75%, 6/01/2018				500,000			525,625
Corrections Corp. of America, 4.125%, 4/1/2020	(A)			125,000			126,875
Crestwood Midstream Partners LP, 7.75%, 4/1/2019	(A)			500,000			508,750
Crosstex Energy LP, 8.875%, 2/15/2018				500,000			543,750
Digicel, Ltd., 6.00%, 4/15/2021	(A)			500,000			496,875
Eldorado Gold Corp., 6.125%, 12/15/2020	(A)			500,000			521,250
Energy Transfer Equity LP, 7.50%, 10/15/2020				500,000			578,750
EV Energy Partners/Fin, 8.00%, 4/15/2019				500,000			526,875

Corporate Bonds (Continued)		Par Value			Fair Value
FMG Resources August 2006 Pty, Ltd., 7.00%, 11/01/2015	(A)		$	500,000		$	526,250
Forest Oil Corp., 7.25%, 6/15/2019				500,000			502,500
FTI Consulting, Inc., 6.00%, 11/15/2022	(A)			500,000			531,875
FTS International Services LLC, 8.125%, 11/15/2018	(A)			363,000			382,058
General Cable Corp., 5.75%, 10/01/2022	(A)			250,000			256,562
Genesis Energy LP, 7.875%, 12/15/2018				750,000			826,875
Geo Group, Inc., 5.125%, 4/1/2023	(A)			200,000			202,500
Gibraltar Industries, Inc., 6.25%, 2/1/2021	(A)			500,000			530,000
Hawk Acquisition Sub, Inc., 4.25%, 10/15/2020	(A)			250,000			250,625
Helix Energy Solutions Group, Inc., 9.50%, 1/15/2016	(A)			289,000			297,489
Hologic, Inc., 6.25%, 8/01/2020	(A)			500,000			534,375
Hornbeck Offshore Services, Inc., 5.00%, 3/1/2021	(A)			500,000			494,375
Hypermarcas SA, 6.50%, 4/20/2021	(A)			500,000			545,625
Inergy Midstream LP, 6.00%, 12/15/2020	(A)			500,000			522,500
Intergen NV, 9.00%, 6/30/2017	(A)			500,000			493,750
Iron Mountain, 7.75%, 10/01/2019				500,000			555,625
Jabil Circuit, Inc., 4.70%, 9/15/2022				500,000			500,625
Jaguar Land Rover PLC, 8.125%, 5/15/2021	(A)			500,000			561,250
Kindred Healthcare, 8.25%, 6/01/2019				500,000			501,250
Land O’ Lakes, Inc., 6.00%, 11/15/2022	(A)			500,000			531,250
LyondellBasell Industries NV, 5.75%, 4/15/2024				500,000			588,750
Macquarie Bank, Ltd., 6.625%, 4/07/2021	(A)			500,000			559,600
MarkWest Energy Partners L.P., 6.75%, 11/01/2020				500,000			548,750
Martin Midstream Partners LP, 7.25%, 2/15/2021	(A)			500,000			506,250
Masco Corp., 5.95%, 3/15/2022				500,000			563,408
Mcron Finance Sub LLC, 8.375%, 5/15/2019	(A)			500,000			550,000
MedAssets, Inc., 8.00%, 11/15/2018				500,000			548,750

[20] (continued)

Timothy Plan Family of Funds High Yield Bond (Continued)

Schedule of Investments As of March 28, 2013 (Unaudited)

Corporate Bonds (Continued)		Par Value			Fair Value
MPT Operating Partnership LP, 6.875%, 5/01/2021			$	500,000		$	545,000
Navistar International Corp., 8.25%, 11/01/2021				449,000			459,664
NRG Energy, Inc., 7.625%, 1/15/2018				500,000			571,250
NXP Funding, LLC., 5.75%, 2/15/2021	(A)			100,000			103,750
OGX Austria GmbH, 8.375%, 4/01/2022	(A)			500,000			373,125
Oil States International, Inc., 5.125%, 1/15/2023	(A)			100,000			99,375
Omnicare, Inc., 7.75%, 6/01/2020				500,000			556,250
Pacific Drilling V, Ltd., 7.25%, 12/1/2017	(A)			500,000			525,625
PolyOne Corp., 7.375%, 9/15/2020				500,000			555,000
Polypore International, Inc., 7.50%, 11/15/2017				250,000			269,375
QBE Capital Funding III Ltd., 7.25%, 5/24/2041	(A)			500,000			525,808
R R Donnelley & Sons Co., 7.25%, 5/15/2018				250,000			264,062
Resolute Energy Corp., 8.50%, 5/01/2020	(A)			500,000			515,625
Reynolds Group Issuer, Inc., 9.00%, 4/15/2019				500,000			531,250
Sabra Health Care LP, 8.125%, 11/01/2018				500,000			545,625
Samson Investment Co., 9.75%, 2/15/2020	(A)			500,000			533,750
Sanmina-SCI Corp., 7.00%, 5/15/2019	(A)			500,000			525,000
Schaeffler Finance BV, 8.50%, 2/15/2019	(A)			500,000			571,250
Sealed Air Corp., 6.50%, 12/1/2020	(A)			200,000			217,500

Corporate Bonds (Continued)		Par Value			Fair Value
Sealed Air Corp., 5.25%, 4/1/2023	(A)		$	500,000		$	500,625
Servicemaster Co., 8.00%, 2/15/2020				500,000			537,500
Steel Dynamics, Inc., 5.25%, 4/15/2023	(A)			100,000			101,625
Suncoke Energy, 7.625%, 8/1/2019				500,000			540,000
Targa Resources Partners LP, 7.875%, 10/15/2018				500,000			550,000
Tesoro Corp., 5.375%, 10/01/2022				500,000			521,250
Tesoro Logistics LP, 5.875%, 10/01/2020	(A)			250,000			265,000
United Rentals North America, Inc., 9.25%, 12/15/2019				500,000			572,500
United States Steel Corp., 7.50%, 3/15/2022				500,000			526,250
USG Corp., 9.75%, 1/15/2018				500,000			595,000
VimpelCom Holdings BV, 5.95%, 2/13/2023	(A)			500,000			499,375
Total Corporate Bonds (Cost $37,234,017)						$	39,291,168
Money Market Fund – 1.8%		Shares			Fair Value
Fidelity Institutional Money Market Portfolio, 0.24% (Cost $743,911)	(B)			743,911		$	743,911
Total Investments (Cost $37,977,928) – 97.6%	(C)					$	40,035,079
Other Assets in Excess of Liabilities – 2.4%							983,000
Net Assets – 100.00%						$	41,018,079

(A) 144A Security – Security exempt from registration under Rule 144A of the Securities Act of 1933. The 144A securities represent 45.2% of total net assets. The securities may be resold in transactions exempt from registration typically only to qualified institutional buyers. Unless otherwise indicated, these securities are not considered to be illiquid.

(B) Variable rate security; the rate shown represents the yield at March 28, 2013.

(C) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $37,977,928 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	2,204,931
Unrealized depreciation		(147,780	)
Net unrealized appreciation	$	2,057,151

The accompanying notes are an integral part of these financial statements.

[21]

Timothy Plan Family of Funds Israel Common Values

Schedule of Investments As of March 28, 2013 (Unaudited)

Common Stocks – 93.4%		Shares		Fair Value
AEROSPACE/DEFENSE – 3.3%
Elbit Systems, Ltd.			7,001		$	295,022
BANKS – 12.3%
Bank Hapoalim BM (ADR)	*		13,400			302,237
Bank Leumi Le-Israel BM	*		55,000			193,672
First International Bank of Israel BM	*		19,300			275,820
Israel Discount Bank, Ltd.	*		120,000			205,016
Mizrahi Tefahot, Ltd.	*		11,000			117,230
						1,093,975
CHEMICALS – 4.7%
Israel Chemicals, Ltd. (ADR)			14,400			186,336
Frutarom Industries, Ltd.			17,000			228,989
						415,325
COMMERCIAL SERVICES – 2.9%
Nitsba Holdings, Ltd.	*		25,000			253,866
ELECTRONICS – 2.2%
Ituran Location and Control, Ltd.			12,296			192,432
ENERGY-ALTERNATE SOURCES – 3.2%
Ormat Industries, Ltd.	*		47,300			282,576
FOOD – 7.5%
Osem Investments, Ltd.			13,000			248,167
Rami Levi Chain Stores			5,700			230,774
Shufersal, Ltd.			59,000			181,990
						660,931
HEALTHCARE PRODUCTS – 4.6%
Given Imaging , Ltd.	*		13,000			212,550
Syneron Medical, Ltd.	*		19,000			194,180
						406,730
HOME BUILDERS – 2.3%
Bayside Land Corp., Ltd.			1,000			205,537
HOUSEHOLD PRODUCTS/WARES – 2.3%
SodaStream International, Ltd.	*		4,100			203,524
INTERNET – 2.3%
MagicJack VocalTec, Ltd.	*		7,600			106,400
Perion Network, Ltd.	*		10,000			98,600
						205,000
OIL & NATURAL GAS – 12.8%
Delek Drilling – LP	*		28,000			120,381
Isramco Negev 2 LP	*		1,536,664			280,683
Noble Energy, Inc.			2,200			254,452
Paz Oil Co., Ltd.	*		1,900			296,374
Oil Refineries, Ltd.	*		355,000			187,217
						1,139,107

Common Stocks (Continued)		Shares		Fair Value
REAL ESTATE – 15.8%
Alony Hetz Properties & Investments			20,000		$	126,404
Amot Investments, Ltd.			86,000			227,738
Azrieli Group			4,500			125,210
Gazit-Globe, Ltd.			17,000			231,510
Industrial Buildings Corp.	*		120,000			181,053
Jerusalem Economy, Ltd.	*		40,000			272,695
Melisron, Ltd.			11,366			241,846
						1,406,456
SEMICONDUCTORS – 2.5%
Mellanox Technologies, Ltd.	*		4,000			222,040
SOFTWARE – 5.4%
Magic Software Enterprises, Ltd.			45,400			236,534
RADWARE, Ltd.	*		6,500			245,245
						481,779
TELECOMMUNICATIONS – 9.3%
Allot Communications, Ltd.	*		13,380			159,757
EZChip Semiconductor, Ltd.	*		3,500			84,455
Gilat Satellite Networks, Ltd.	*		25,080			142,705
NICE Systems, Ltd. (ADR)	*		6,500			239,395
Partner Communications Co., Ltd.			32,500			202,475
						828,787
Total Common Stocks (Cost $7,140,427)					$	8,293,087
Investment Companies – 3.4%		Shares		Fair Value
The Israel Corp., Ltd. (Cost $239,420)			400		$	303,238
Money Market Fund – 3.9%		Shares		Fair Value
Fidelity Institutional Money Market Portfolio, 0.24% (Cost $344,510)	(A)		344,510		$	344,510
Total Investments (Cost $7,724,357) – 100.7%	(B)				$	8,940,835
Liabilities in Excess of Other Assets – (0.7)%						(58,755	)
Net Assets – 100.00%					$	8,882,080

[22] (continued)

Timothy Plan Family of Funds Israel Common Values (Continued)

Schedule of Investments As of March 28, 2013 (Unaudited)

* Non-income producing securities.

(ADR) American Depositary Receipt.

(A) Variable rate security; the rate shown represents the yield at March 28, 2013.

(B) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $7,761,691 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	1,296,100
Unrealized depreciation		(116,956	)
Net unrealized appreciation	$	1,179,144

The accompanying notes are an integral part of these financial statements.

[23]

Timothy Plan Family of Funds Defensive Strategies

Schedule of Investments As of March 28, 2013 (Unaudited)

Common Stocks – 30.1%		Shares		Fair Value
AGRICULTURE – 0.2%
Bunge, Ltd.			1,950		$	143,968
CHEMICALS – 9.5%
Agrium, Inc.			3,279			319,702
American Vanguard Corp.			1,207			36,862
CF Industries Holdings, Inc.			5,596			1,065,310
Intrepid Potash, Inc.	*		7,245			135,917
K+S AG			18,230			860,628
Mosaic Co.			14,628			871,975
Potash Corp. Of Saskatchewan, Inc.			44,664			1,753,062
Sociedad Quimica y Minera de Chile SA			4,859			269,432
Syngenta AG (ADR)			20,204			1,692,085
Uralkali OJSC			12,314			450,077
						7,455,050
COAL – 0.0%
Peabody Energy Corp.			1,387			29,335
FOOD – 0.4%
Ingredion, Inc.			3,850			278,432
IRON / STEEL – 0.6%
Allegheny Technologies, Inc.			556			17,631
JFE Holdings, Inc.			1			19
Mechel			16,905			85,539
Nippon Steel & Sumitomo Metal Corp.			9,828			24,844
POSCO (ADR)			1,232			90,811
Severstal OAO			11,215			99,645
ThyssenKrupp AG	*		2,358			47,993
Vale SA (ADR)			7,843			135,605
						502,087
MACHINERY – 0.5%
AGCO Corp. (ADR)			4,919			256,378
CNH Global NV			2,234			92,309
						348,687
MINING – 5.5%
Agnico-Eagle Mines, Ltd.			5,868			240,823
Allied Nevada Gold Corp.	*		3,902			64,227
Anglo American PLC			7,252			186,191
AngloGold Ashanti, Ltd. (ADR)			4,041			95,165
Antofagasta PLC			2,159			32,236
BHP Billiton PLC (ADR)			5,083			295,119
Cameco Corp.			568			11,803
Cia de Minas Buenaventura SA			10,436			270,918
Coeur d’Alene Mines Corp.	*		2,361			44,528
Detour Gold Corp.	*		1,812			34,824
Eldorado Gold Corp.			9,520			90,726
Freeport-McMoRan Copper & Gold, Inc.			15,350			508,085
Glencore International PLC			25,351			136,983
Goldcorp, Inc.			9,208			309,665
Harmony Gold Mining Co., Ltd. (ADR)			8,865			56,825
Hecla Mining Co.			7,463			29,479
IAMGOLD Corp.			13,324			95,933
Inmet Mining Corp.			750			49,239
Kazakhmys PLC			549			3,269
Kinross Gold Corp.			553			4,385

Common Stocks (Continued)		Shares		Fair Value
MINING (continued)
MMC Norilsk Nickel OJSC			8,939		$	151,159
New Gold, Inc.	*		12,004			109,236
Pan American Silver Corp.			5,840			95,659
Randgold Resources, Ltd. (ADR)			505			43,420
Rio Tinto PLC (ADR)			7,938			373,721
Royal Gold, Inc.			171			12,146
Silver Wheaton Corp.			10,681			334,849
Southern Copper Corp.			6,444			242,101
Sterlite Industries India, Ltd.			2,071			14,456
Turquoise Hill Resources, Ltd.	*		3,357			21,351
Xstrata PLC			9,696			157,132
Yamana Gold, Inc.			9,140			140,299
						4,255,952
OIL & GAS – 11.1%
Anadarko Petroleum Corp.			619			54,132
Apache Corp.			2,046			157,869
BG Group PLC			23,465			401,989
Canadian Natural Resources, Ltd.			737			23,680
Chesapeake Energy Corp.			1,134			23,145
ConocoPhillips			13,171			791,577
Devon Energy Corp.			3,326			187,653
Encana Corp.			2,353			45,789
Ensco PLC			1,551			93,060
EOG Resources, Inc.			173			22,156
Exxon Mobil Corp.			26,345			2,373,948
Inpex Corp.			76			406,840
Lukoil OAO			8,352			537,869
Marathon Oil Corp.			20,201			681,178
Noble Energy, Inc.			407			47,074
NovaTek OAO			1,859			200,400
Occidental Petroleum Corp.			5,303			415,596
Petroleo Brasileiro SA (ADR)			38,185			632,725
Pioneer Natural Resources Co.			307			38,145
Reliance Industries, Ltd.			5,915			168,459
Rosneft OAO			26,168			199,662
Southwestern Energy Co.	*		4,496			167,521
Total SA			14,122			676,765
Transocean, Ltd.	*		1,885			97,945
Valero Energy Corp.			5,394			245,373
						8,690,550
OIL & GAS SERVICES – 1.8%
Baker Hughes, Inc.			2,492			115,654
Cameron International Corp.	*		3,647			237,784
Halliburton Co.			16,180			653,834
National Oilwell Varco, Inc.			4,548			321,771
Weatherford International, Ltd.	*		4,933			59,887
						1,388,930
PIPELINES – 0.5%
Kinder Morgan, Inc.			4,518			174,756
TransCanada Corp.			4,591			219,114
						393,870
Total Common Stocks (Cost $23,088,163)					$	23,486,861

[24] (continued)

Timothy Plan Family of Funds Defensive Strategies (Continued)

Schedule of Investments As of March 28, 2013 (Unaudited)

REITs – 17.9%		Shares		Fair Value
Acadia Realty Trust			3,400		$	94,418
Apartment Investment & Management Co.			2,700			82,782
AvalonBay Communities, Inc.			3,050			386,344
Boston Properties, Inc.			5,900			596,254
Brandywine Realty Trust			7,300			108,405
BRE Properties, Inc.			3,700			180,116
Camden Property Trust			2,600			178,568
CBL & Associates Properties, Inc.			8,900			210,040
Colonial Properties Trust			8,000			180,880
DDR Corp.			21,400			372,788
DiamondRock Hospitality Co.			27,300			254,163
Digital Realty Trust, Inc.			2,990			200,061
Douglas Emmett, Inc.			7,100			177,003
Education Realty Trust, Inc.			11,400			120,042
Equity Lifestyle Properties, Inc.			1,600			122,880
Equity Residential			11,200			616,672
Essex Property Trust, Inc.			2,150			323,747
Extra Space Storage, Inc.			5,300			208,131
Federal Realty Investment Trust			1,700			183,668
FelCor Lodging Trust, Inc.	*		6,900			41,055
HCP, Inc.			12,100			603,306
Health Care REIT, Inc.			6,000			407,460
Highwoods Properties, Inc.			3,700			146,409
Hospitality Properties Trust			14,000			384,160
Kilroy Realty Corp.			3,800			199,120
Kimco Realty Corp.			18,600			416,640
Lexington Realty Trust			10,200			120,360
Liberty Property Trust			7,500			298,125
Macerich Co.			9,563			615,666
National Retail Properties, Inc.			4,700			169,999
PS Business Parks, Inc.			2,700			213,084
Prologis, Inc.			14,794			591,464
Public Storage			4,300			654,976
Rayonier, Inc.			2,800			167,076
Regency Centers Corp.			2,500			132,275
SL Green Realty Corp.			5,650			486,521
Simon Property Group, Inc.			10,329			1,637,766
Strategic Hotels & Resorts, Inc.	*		18,700			156,145
Summit Hotel Properties, Inc.			5,000			52,350
Taubman Centers, Inc.			3,900			302,874
UDR, Inc.			9,800			237,062
Ventas, Inc.			9,159			670,439
Vornado Realty Trust			5,816			486,450
Weingarten Realty Investors			6,900			217,695
Total REITs (Cost $11,063,531)					$	14,005,439
Exchange Traded Funds – 17.0%		Shares		Fair Value
iShares Silver Trust	*		55,800		$	1,530,036
PowerShares DB Agriculture Fund	*		50,300			1,373,693
PowerShares DB Base Metals Fund	*		55,000			1,601,050
PowerShares DB Commodity Index Tracking Fund	*		103,800			2,687,382

Exchange Traded Funds (Continued)		Shares			Fair Value
PowerShares DB Energy Fund	*			54,100		$	948,914
SPDR Gold Shares	*			33,250			5,135,463
Total Exchange Traded Funds (Cost $13,735,774)						$	13,276,538
Bonds and Notes – 29.0%		Par Value			Fair Value
GOVERNMENT MORTGAGE-BACKED SECURITIES – 1.9%
GNMA Pool 4947, 5.00%, 2/20/2041			$	661,287		$	733,836
GNMA Pool 5204, 4.50%, 10/20/2041				704,578			768,191
Total Government Mortgage-Backed Securities (Cost $1,463,346)						$	1,502,027
TREASURY INFLATION PROTECTED SECURITIES (TIPS) – 27.1%
TIPS, 1.75%, 1/15/2028				2,685,000			3,756,840
TIPS, 2.50%, 1/15/2029				1,350,000			2,025,669
TIPS, 2.125%, 2/15/2041				1,125,000			1,677,108
TIPS, 2.00%, 1/15/2014				1,745,000			2,247,507
TIPS, 1.625%, 1/15/2015				1,425,000			1,833,363
TIPS, 2.00%, 1/15/2016				745,000			963,567
TIPS, 2.375%, 1/15/2017				1,050,000			1,398,953
TIPS, 1.625%, 1/15/2018				300,000			384,307
TIPS, 2.125%, 1/15/2019				1,550,000			2,028,682
TIPS, 1.125%, 1/15/2021				3,870,000			4,805,254
Total Treasury Inflation Protected Securities (TIPS) (Cost $19,987,235)						$	21,121,250
Total Bonds and Notes (Cost $21,450,581)						$	22,623,277
Money Market Fund – 6.2%		Shares			Fair Value
Fidelity Institutional Money Market Portfolio, 0.24% (Cost $4,801,903)	(A)			4,801,903		$	4,801,903
Total Investments (Cost $74,139,952) – 100.2%	(B)					$	78,194,018
Liabilities in Excess of Other Assets – (0.2)%							(167,808	)
Net Assets – 100.00%						$	78,026,210

[25] (continued)

Timothy Plan Family of Funds Defensive Strategies (Continued)

Schedule of Investments As of March 28, 2013 (Unaudited)

* Non-income producing securities.

(REIT) Real Estate Investment Trust.

(ADR) American Depositary Receipt.

(A) Variable rate security; the rate shown represents the yield at March 28, 2013.

(B) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $74,544,350 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	5,557,511
Unrealized depreciation		(1,907,843	)
Net unrealized appreciation	$	3,649,668

The accompanying notes are an integral part of these financial statements.

[26]

Timothy Plan Family of Funds Strategic Growth

Schedule of Investments As of March 28, 2013 (Unaudited)

Mutual Funds – 99.5%	(A)	Shares		Fair Value
Timothy Plan Aggressive Growth Fund	*		287,143		$	2,288,533
Timothy Plan Defensive Strategies Fund			546,011			6,492,072
Timothy Plan Emerging Markets Fund	*		219,196			2,323,473
Timothy Plan High Yield Bond Fund			517,956			5,029,357
Timothy Plan International Fund			757,620			6,045,811
Timothy Plan Israel Common Values Fund	*		174,414			2,009,244
Timothy Plan Large/Mid Cap Growth Fund			865,664			6,570,390
Timothy Plan Large/Mid Cap Value Fund			382,008			6,448,299
Timothy Plan Small Cap Value Fund	*		142,412			2,506,448
Total Mutual Funds (Cost $35,019,964)					$	39,713,627

Money Market Fund – 0.6%		Shares		Fair Value
Fidelity Institutional Money Market Portfolio, 0.24% (Cost $237,670)	(B)		237,670		$	237,670
Total Investments (Cost $35,257,634) – 100.1%	(C)				$	39,951,297
Liabilities in Excess of Other Assets – (0.1)%						(48,441	)
Net Assets – 100.00%					$	39,902,856

* Non-income producing securities.

(A) Affiliated Funds – Class A.

(B) Variable rate security; the rate shown represents the yield at March 28, 2013.

(C) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $38,020,569 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	4,804,403
Unrealized depreciation		(2,873,675	)
Net unrealized appreciation	$	1,930,728

The accompanying notes are an integral part of these financial statements.

[27]

Timothy Plan Family of Funds Conservative Growth

Schedule of Investments As of March 28, 2013 (Unaudited)

Mutual Funds – 99.9%	(A)	Shares		Fair Value
Timothy Plan Aggressive Growth Fund	*		145,682		$	1,161,090
Timothy Plan Defensive Strategies Fund			777,425			9,243,583
Timothy Plan Emerging Markets Fund	*		144,398			1,530,620
Timothy Plan Fixed Income Fund			1,389,857			14,968,761
Timothy Plan High Yield Bond Fund			450,658			4,375,889
Timothy Plan International Fund			323,670			2,582,884
Timothy Plan Israel Common Values Fund	*		181,311			2,088,698
Timothy Plan Large/Mid Cap Growth Fund			761,935			5,783,090
Timothy Plan Large/Mid Cap Value Fund			424,777			7,170,234
Timothy Plan Small Cap Value Fund	*		155,229			2,732,030
Total Mutual Funds (Cost $46,016,558)					$	51,636,879

Money Market Fund – 0.1%		Shares		Fair Value
Fidelity Institutional Money Market Portfolio, 0.24% (Cost $45,853)	(B)		45,853		$	45,853
Total Investments (Cost $46,062,411) – 100.0%	(C)				$	51,682,732
Liabilities in Excess of Other Assets – (0.0)%						(21,600	)
Net Assets – 100.00%					$	51,661,132

* Non-income producing securities.

(A) Affiliated Funds – Class A.

(B) Variable rate security; the rate shown represents the yield at March 28, 2013.

(C) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $45,897,890 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	5,784,842
Unrealized depreciation		—
			��
Net unrealized appreciation	$	5,784,842

The accompanying notes are an integral part of these financial statements.

[28]

Timothy Plan Family of Funds Emerging Markets

Schedule of Investments As of March 28, 2013 (Unaudited)

Common Stocks – 82.3%		Shares		Fair Value
AEROSPACE/DEFENSE – 4.2%
Embraer SA (ADR)			8,400		$	299,628
AGRICULTURE – 1.1%
Adecoagro SA	*		9,840			75,670
AUTOMOTIVE – 3.5%
China Yuchai International, Ltd.			3,160			50,528
Halla Visteon Climate Control Corp.			3,660			92,721
Hyundai Mobis			360			100,579
						243,828
BANKS – 13.7%
Banco do Brasil SA			11,000			149,509
Banco Latinoamericano de Comericio Exterior SA			5,300			131,122
Banco Santander Brasil SA (ADR)			20,000			145,200
Erste Group Bank AG			6,600			183,991
Sberbank of Russia (ADR)	*		9,130			116,408
Turkiye Garanti Bankasi AS			20,860			110,535
Turkiye Vakiflar Bankasi Tao			40,800			130,618
						967,383
BUILDING MATERIALS – 4.9%
Cemex SAB de CV (ADR)	*		15,500			189,255
Desarrolladora Homex SAB de CV	*		59,024			89,324
Urbi Desarrollos Urbanos SAB de CV	*		265,450			68,424
						347,003
CHEMICALS – 2.8%
Yingde Gases			179,000			199,406
COMMERCIAL SERVICES – 1.3%
DP World, Ltd.			6,300			88,389
COMPUTERS – 1.4%
Compal Electronics, Inc.			142,000			99,936
DISTRIBUTION / WHOLESALE – 1.8%
Aygaz AS			20,700			123,398
DIVERSIFIED FINANCIAL SERVICES – 6.3%
Shinham Financial Group Co., Ltd.			4,100			146,777
Hana Financial Group, Inc.			4,210			148,257
KB Financial Group, Inc.			4,380			145,587
						440,621
ELECTRIC – 5.2%
Cia Paranaense de Energia (ADR)			5,100			78,897
Federal Hydrogenerating Co., JSC (ADR)			48,650			93,311
Reliance Infrastructure, Ltd. (ADR)			10,100			192,102
						364,310
ELECTRONICS – 3.6%
Flextronics International, Ltd.	*		37,540			253,770
FOOD – 8.5%
First Pacific Co., Ltd.			172,000			233,031
Lotte Confectionery Co., Ltd.			80			126,632
Marfrig Alimentos SA	*		22,300			91,019

Common Stocks (Continued)		Shares		Fair Value
FOOD (continued)
People’s Food Holdings, Ltd.			150,000		$	152,296
						602,978
HOLDING COMPANY – 0.6%
Haw Par Corp., Ltd.			6,600			41,057
INTERNET – 2.1%
AsiaInfo-Linkage, Inc.	*		12,530			148,731
IRON / STEEL – 4.4%
POSCO			840			246,759
Ternium SA (ADR)			3,130			63,695
						310,454
OIL & NATURAL GAS – 6.9%
Lukoil OAO (ADR)			3,854			248,583
Petroleo Brasileiro SA			13,000			235,950
						484,533
PHARMACEUTICAL – 0.5%
Selcuk Ecza Deposu Ticaret ve Sanayi A.S.			30,900			37,693
RETAIL – 1.2%
Bosideng International Holdings, Ltd.			276,000			85,664
SEMICONDUCTORS – 1.8%
Samsung Electronics Co., Ltd.			93			126,156
TELECOMMUNICATIONS – 6.5%
Telefonica Brasil SA (ADR)			7,270			193,964
Tim Participacoes SA (ADR)			12,200			266,936
						460,900
Total Common Stocks (Cost $5,446,242)					$	5,801,508
Preferred Stock – 3.5%		Shares		Fair Value
Hyundai Motor Co. (Cost $221,317)			3,520		$	249,814
REITs – 1.2%		Shares		Fair Value
Fibra Uno Administracion SA de CV (Cost $70,079)			26,700		$	88,194
Money Market Fund – 21.4%		Shares		Fair Value
Fidelity Institutional Money Market Portfolio, 0.24% (Cost $1,508,272)	(A)		1,508,272		$	1,508,272
Total Investments (Cost $7,245,910) – 108.4%	(B)				$	7,647,788
Liabilities in Excess of Other Assets – (8.4)%						(593,460	)
Net Assets – 100.00%					$	7,054,328

[29] (continued)

Timothy Plan Family of Funds Emerging Markets (Continued)

Schedule of Investments As of March 28, 2013 (Unaudited)

* Non-income producing securities.

(ADR) American Depositary Receipt.

(A) Variable rate security; the rate shown represents the yield at March 28, 2013.

(B) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $7,245,910 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	557,933
Unrealized depreciation		(156,055	)
Net unrealized appreciation	$	401,878

Diversification of Assets

Country	% of Net Assets
Austria		2.61%
Brazil		20.71%
China		4.27%
Hong Kong		7.34%
India		2.72%
Luxembourg		1.98%
Mexico		6.17%
Panama		1.86%
Russia		6.50%
Singapore		4.90%
South Korea		19.61%
Taiwan		1.42%
Turkey		5.70%
UAE		1.25%
Total		87.04%
Money Market Fund		21.40%
Liabilities in Excess of Other Assets		(8.44)%
Grand Total		100.00%

The accompanying notes are an integral part of these financial statements.

[30]

Timothy Plan Family of Funds

Statements of Assets and Liabilities March 28, 2013 (Unaudited)

	Aggressive Growth Fund				International Fund				Large/Mid Cap Growth Fund				Small Cap Value Fund			Large/Mid Cap Value Fund				Fixed Income Fund
Assets:
Investments, at cost		$	14,808,693			$	28,249,039			$	43,677,888			$	50,221,446		$	89,157,661			$	83,023,780
Investments, at value		$	17,149,130			$	34,215,942			$	49,633,505			$	61,478,526		$	127,129,457			$	86,636,342
Receivable for securities sold			272,713				33,274				286,762				670,425			—				1,386,227
Receivable for fund shares sold			9,051				150,573				92,905				112,141			176,562				54,903
Dividends and interest receivable			5,436				61,609				34,035				57,613			156,998				672,169
Receivable for foreign tax reclaims			—				38,697				—				—			—				—
Prepaid expenses and other assets			37,585				31,423				31,986				31,124			37,350				33,322
Total assets			17,473,915				34,531,518				50,079,193				62,349,829			127,500,367				88,782,963
Liabilities:
Payable for securities purchased			112,729				73,290				20,025				295,611			—				3,418,683
Accrued advisory fees			11,207				26,082				32,168				39,580			81,857				29,363
Accrued 12b-1 fees			4,531				7,624				12,385				14,875			30,773				21,601
Payable for fund shares redeemed			—				8,645				21,207				38,360			141,195				105,703
Accrued expenses and other liabilities			45,547				54,770				52,757				37,107			105,903				75,794
Total liabilities			174,014				170,411				138,542				425,533			359,728				3,651,144
Net assets		$	17,299,901			$	34,361,107			$	49,940,651			$	61,924,296		$	127,140,639			$	85,131,819
Net assets consist of:
Paid in capital		$	15,154,303			$	44,995,376			$	42,470,519			$	48,842,088		$	99,848,873			$	81,186,538
Undistributed net investment income (loss)			(341,237	)			(201,974	)			(78,251	)			172,366			456,722				305,577
Accumulated net realized gain (loss) on investments			146,398				(16,399,198	)			1,592,766				1,652,762			(11,136,752	)			27,142
Net unrealized appreciation on investments			2,340,437				5,966,903				5,955,617				11,257,080			37,971,796				3,612,562
Net assets		$	17,299,901			$	34,361,107			$	49,940,651			$	61,924,296		$	127,140,639			$	85,131,819
Class A
Net assets		$	15,165,142			$	32,292,142			$	44,718,909			$	56,046,228		$	115,327,539			$	75,873,526
Shares of beneficial interest outstanding			1,903,243				4,047,756				5,888,194				3,184,158			6,831,168				7,045,470
Net Asset Value, offering price and redemption price per share		$	7.97			$	7.98			$	7.59			$	17.60		$	16.88			$	10.77
Offering price per share (NAV / 0.945) *(NAV / 0.955)		$	8.43			$	8.44			$	8.03			$	18.62		$	17.86			$	11.28	*
Class C
Net assets		$	2,134,759			$	2,068,965			$	5,221,742			$	5,878,068		$	11,813,100			$	9,258,293
Shares of beneficial interest outstanding			296,977				264,159				764,508				390,431			784,608				889,435
Net asset value, offering price and redemption price per share		$	7.19			$	7.83			$	6.83			$	15.06		$	15.06			$	10.41
Minimum redemption price per share (NAV * 0.99)		$	7.12			$	7.75			$	6.76			$	14.90		$	14.91			$	10.30

The accompanying notes are an integral part of these financial statements.

[31]

Timothy Plan Family of Funds

Statements of Assets and Liabilities March 28, 2013 (Unaudited)

	High Yield Bond Fund				Israel Common Values Fund				Defensive Strategies Fund			Strategic Growth Fund				Conservative Growth Fund				Emerging Markets Fund (1)
Assets:
Investments, at cost		$	37,977,928			$	7,724,357			$	74,139,952		$	35,257,634			$	46,062,411			$	7,245,910
Investments, at value		$	40,035,079			$	8,940,835			$	78,194,018		$	39,951,297			$	51,682,732			$	7,647,788
Dividends and interest receivable			771,957				31,020				140,996			—				99,212				577
Receivable for securities sold			527,988				—				—			—				—				—
Receivable for fund shares sold			144,454				19,018				102,410			22,983				44,555				4,708
Cash			—				121,806				50			—				—				2,390
Receivable for foreign tax reclaims			—				—				3,648			—				—				—
Prepaid expenses and other assets			31,216				20,234				26,477			30,747				28,416				24,161
Total assets			41,510,694				9,132,913				78,467,599			40,005,027				51,854,915				7,679,624
Liabilities:
Payable for securities purchased			375,000				211,403				—			—				99,204				417,560
Payable for fund shares redeemed			53,686				4,171				302,851			25,764				9,825				—
Accrued advisory fees			18,575				6,551				35,943			19,708				25,531				6,224
Accrued 12b-1 fees			8,936				1,786				25,633			4,040				5,505				—
Due to broker			—				—				—			—				—				194,517
Accrued expenses and other liabilities			36,418				26,922				76,962			52,659				53,718				6,995
Total liabilities			492,615				250,833				441,389			102,171				193,783				625,296
Net assets		$	41,018,079			$	8,882,080			$	78,026,210		$	39,902,856			$	51,661,132			$	7,054,328
Net assets consist of:
Paid in capital		$	40,480,484			$	7,882,131			$	73,315,018		$	45,047,280			$	50,062,136			$	6,691,253
Undistributed net investment income (loss)			61,675				(125,097	)			119,295			304,199				231,550				(50,402	)
Accumulated net realized gain (loss) on investments			(1,581,231	)			(91,432	)			537,831			(10,142,286	)			(4,252,875	)			11,599
Net unrealized appreciation on investments			2,057,151				1,216,478				4,054,066			4,693,663				5,620,321				401,878
Net assets		$	41,018,079			$	8,882,080			$	78,026,210		$	39,902,856			$	51,661,132			$	7,054,328
Class A
Net assets		$	38,874,871			$	8,562,631			$	57,553,648		$	32,758,991			$	42,136,625			$	6,926,565
Shares of beneficial interest outstanding			4,004,296				743,547				4,841,002			4,097,660				4,064,963				653,430
Net Asset Value, offering price and redemption price per share		$	9.71			$	11.52			$	11.89		$	7.99			$	10.37			$	10.60
Offering price per share (NAV / 0.945) *(NAV / 0.955)		$	10.17	*		$	12.19			$	12.58		$	8.46			$	10.97			$	11.22
Class C
Net assets		$	2,143,208			$	319,449			$	20,472,562		$	7,143,865			$	9,524,507			$	127,763
Shares of beneficial interest outstanding			218,871				28,056				1,763,121			965,956				983,711				12,060
Net asset value, offering price and redemption price per share		$	9.79			$	11.39			$	11.61		$	7.40			$	9.68			$	10.59
Minimum redemption price per share (NAV * 0.99)		$	9.69			$	11.27			$	11.50		$	7.32			$	9.59			$	10.48

(1) The Emerging Markets Fund commenced operations on December 3, 2012.

The accompanying notes are an integral part of these financial statements.

[32]

Timothy Plan Family of Funds

Statements of Operations For the Six Months Ended March 28, 2013

	Aggressive Growth Fund				International Fund				Large/Mid Cap Growth Fund				Small Cap Value Fund			Large/Mid Cap Value Fund			Fixed Income Fund
Investment Income:
Interest income		$	203			$	499			$	713			$	575		$	1,674		$	1,175,559
Dividend income			68,489				321,999				326,212				629,190			1,378,552			—
Foreign tax withheld			—				(35,733	)			—				—			—			—
Total investment income			68,692				286,765				326,925				629,765			1,380,226			1,175,559
Operating expenses:
Investment advisory fees			67,322				157,940				195,527				227,775			479,326			247,623
12b-1 Fees:
Class A			17,245				37,372				51,778				60,753			127,677			92,027
Class C			10,223				8,453				22,921				24,960			53,204			44,598
Administration fees			21,320				41,005				59,028				68,512			142,498			104,696
Custody fees			15,911				5,375				9,350				7,285			9,172			8,170
Non 12b-1 shareholder servicing fees			8,895				10,065				19,535				9,666			44,750			28,915
Registration fees			8,799				16,694				15,650				15,917			17,948			17,325
Audit fees			6,321				6,960				6,321				6,321			6,321			6,321
Printing expenses			2,581				5,213				7,408				8,589			18,050			15,069
Compliance officer fees			2,209				4,439				5,319				10,886			12,386			9,390
Legal fees			1,432				2,892				4,066				4,757			9,970			7,483
Trustees’ fees			790				1,597				2,303				2,694			5,664			4,350
Insurance expenses			267				541				764				890			1,868			1,409
Miscellaneous expenses			3,090				4,372				5,206				4,555			10,790			6,213
Total operating expenses			166,405				302,918				405,176				453,560			939,624			593,589
Less: Expenses waived by advisor			—				—				—				—			—			(61,906	)
Net operating expenses			166,405				302,918				405,176				453,560			939,624			531,683
Net investment income (loss)			(97,713	)			(16,153	)			(78,251	)			176,205			440,602			643,876
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on investments			1,057,359				(119,936	)			1,897,215				4,261,415			473,813			351,633
Net change in unrealized appreciation on investments			881,797				3,123,643				2,915,785				5,569,498			14,825,632			(1,425,124	)
Net realized and unrealized gain (loss) on investments			1,939,156				3,003,707				4,813,000				9,830,913			15,299,445			(1,073,491	)
Net increase (decrease) in net assets resulting from operations		$	1,841,443			$	2,987,554			$	4,734,749			$	10,007,118		$	15,740,047		$	(429,615	)

The accompanying notes are an integral part of these financial statements.

[33]

Timothy Plan Family of Funds

Statements of Operations For the Six Months Ended March 28, 2013

	High Yield Bond Fund			Israel Common Values Fund				Defensive Strategies Fund				Strategic Growth Fund			Conservative Growth Fund			Emerging Markets Fund (1)
Investment Income:
Interest income		$	1,219,193		$	69			$	111,439			$	291		$	215		$	577
Dividend income			—			85,511				422,545				—			—			15,812
Dividend income from affiliated funds			—			—				—				563,289			544,615			—
Foreign tax withheld			—			(21,127	)			(14,013	)			—			—			(657	)
Total investment income			1,219,193			64,453				519,971				563,580			544,830			15,732
Operating expenses:
Investment advisory fees			110,491			39,510				218,857				123,256			157,750			23,712
12b-1 Fees:
Class A			43,703			9,621				67,193				—			—			5,003
Class C			9,338			1,027				95,989				25,054			33,895			167
Administration fees			47,557			11,397				92,710				48,926			62,193			6,564
Registration fees			15,424			16,841				20,162				16,363			16,944			12,920
Audit fees			7,802			7,589				8,003				6,321			6,321			5,320
Non 12b-1 shareholder servicing fees			7,560			3,830				10,305				5,750			7,255			2,660
Printing expenses			5,780			2,632				12,566				6,497			8,186			1,072
Compliance officer fees			4,176			1,002				9,033				4,985			6,045			858
Custody fees			3,349			8,611				19,818				6,460			6,307			6,080
Legal fees			3,149			731				7,009				3,625			4,534			536
Trustees’ fees			1,816			401				3,818				1,974			2,512			375
Insurance expenses			595			97				1,305				674			847			107
Miscellaneous expenses			3,470			1,931				6,479				3,904			5,336			760
Total operating expenses			264,210			105,220				573,247				253,789			318,125			66,134
Less: Expenses waived by advisor			—			—				—				—			—			—
Net operating expenses			264,210			105,220				573,247				253,789			318,125			66,134
Net investment income (loss)			954,983			(40,767	)			(53,276	)			309,791			226,705			(50,402	)
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on investments			22,605			(83,508	)			1,247,286				658,308			852,662			11,599
Net change in unrealized appreciation on investments			824,132			1,117,103				(2,535,900	)			1,992,572			1,253,461			401,878
Net realized and unrealized gain (loss) on investments			846,737			1,033,595				(1,288,614	)			2,650,880			2,106,123			413,477
Net increase (decrease) in net assets resulting from operations		$	1,801,720		$	992,828			$	(1,341,890	)		$	2,960,671		$	2,332,828		$	363,075

(1) The Emerging Markets Fund commenced operations on December 3, 2012.

The accompanying notes are an integral part of these financial statements.

[34]

Timothy Plan Family of Funds

Statements of Changes in Net Assets

	Aggressive Growth Fund								International Fund								Large/Mid Cap Growth Fund
	Six Months Ended March 28, 2013 (Unaudited)				Year Ended September 30, 2012				Six Months Ended March 28, 2013 (Unaudited)				Year Ended September 30, 2012				Six Months Ended March 28, 2013 (Unaudited)				Year Ended September 30, 2012
Operations:
Net investment income (loss)		$	(97,713	)		$	(299,924	)		$	(16,153	)		$	106,450			$	(78,251	)		$	(292,039	)
Net realized gain (loss) on investments			1,057,359				1,298,159				(119,936	)			(1,260,746	)			1,897,215				2,840,379
Capital gain dividends from REITs			—				68				—				—				—				226
Distributions of realized gains by underlying investment companies			—				84				—				—				—				723
Net change in unrealized appreciation (depreciation) on investments			881,797				2,716,915				3,123,643				5,891,664				2,915,785				6,897,905
Net increase in net assets resulting from operations			1,841,443				3,715,302				2,987,554				4,737,368				4,734,749				9,447,194
Distributions to Shareholders:
Net investment income
Class A			—				—				(230,752	)			(1,003,855	)			—				—
Class C			—				—				—				(37,702	)			—				—
Net realized gains
Class A			—				—				—				—				(2,446,061	)			(1,655,964	)
Class C			—				—				—				—				(296,634	)			(154,620	)
Total dividends and distributions to shareholders			—				—				(230,752	)			(1,041,557	)			(2,742,695	)			(1,810,584	)
Share transactions of beneficial interest:
Net proceeds from shares sold
Class A			1,539,865				5,287,889				4,142,934				9,560,090				3,643,150				10,978,227
Class C			153,838				521,055				435,800				368,778				661,897				1,699,860
Reinvestment of dividends and distributions
Class A			—				—				202,274				913,673				2,267,318				1,589,285
Class C			—				—				3				29,877				239,483				114,500
Cost of shares redeemed
Class A			(2,388,663	)			(6,391,333	)			(4,446,520	)			(12,627,271	)			(4,466,419	)			(12,456,411	)
Class C			(445,363	)			(559,765	)			(141,917	)			(379,323	)			(325,601	)			(611,223	)
Net increase (decrease) in net assets from share transactions of beneficial interest			(1,140,323	)			(1,142,154	)			192,574				(2,134,176	)			2,019,828				1,314,238
Total Increase in Net Assets			701,120				2,573,148				2,949,376				1,561,635				4,011,882				8,950,848

The accompanying notes are an integral part of these financial statements.

[35]

Timothy Plan Family of Funds

Statements of Changes in Net Assets (Continued)

	Aggressive Growth Fund								International Fund								Large/Mid Cap Growth Fund
	Six Months Ended March 28, 2013 (Unaudited)				Year Ended September 30, 2012				Six Months Ended March 28, 2013 (Unaudited)				Year Ended September 30, 2012				Six Months Ended March 28, 2013 (Unaudited)				Year Ended September 30, 2012
Net Assets:
Beginning of period			16,598,781				14,025,633				31,411,731				29,850,096				45,928,769				36,977,921
End of period*		$	17,299,901			$	16,598,781			$	34,361,107			$	31,411,731			$	49,940,651			$	45,928,769
* Includes undistributed net investment income (loss) at end of period		$	(341,237	)		$	(243,524	)		$	(201,974	)		$	44,931			$	(78,251	)		$	—
Share Activity:
Shares Sold
Class A			209,027				767,834				545,725				1,359,366				502,961				1,578,172
Class C			22,902				83,427				57,158				54,008				100,413				261,889
Shares Reinvested
Class A			—				—				26,720				137,809				324,831				248,326
Class C			—				—				—				4,582				38,074				19,606
Shares Redeemed
Class A			(333,117	)			(942,716	)			(598,496	)			(1,771,028	)			(615,034	)			(1,808,904	)
Class C			(68,252	)			(89,997	)			(19,163	)			(55,851	)			(49,742	)			(95,547	)
Net increase (decrease) in shares of beneficial interest outstanding			(169,440	)			(181,452	)			11,944				(271,114	)			301,501				203,542

The accompanying notes are an integral part of these financial statements.

[36]

Timothy Plan Family of Funds

Statements of Changes in Net Assets

	Small Cap Value Fund								Large/ Mid Cap Value Fund								Fixed Income Fund
	Six Months Ended March 28, 2013 (Unaudited)				Year Ended September 30, 2012				Six Months Ended March 28, 2013 (Unaudited)				Year Ended September 30, 2012				Six Months Ended March 28, 2013 (Unaudited)				Year Ended September 30, 2012
Operations:
Net investment income (loss)		$	176,205			$	62,933			$	440,602			$	359,304			$	643,876			$	1,447,185
Net realized gain on investments			4,261,415				719,802				473,813				2,183,461				351,633				1,119,022
Capital gain dividends from REITs			—				105,312				—				—				—				—
Distributions of realized gains by underlying investment companies			—				27,521				—				14,053				—				—
Net change in unrealized appreciation (depreciation) on investments			5,569,498				13,945,528				14,825,632				19,698,121				(1,425,124	)			83,832
Net increase (decrease) in net assets resulting from operations			10,007,118				14,861,096				15,740,047				22,254,939				(429,615	)			2,650,039
Distributions to Shareholders:
Net investment income
Class A			(66,772	)			—				(329,403	)			(192,686	)			(323,775	)			(1,390,052	)
Class C			—				—				—				—				(14,524	)			(117,270	)
From return of capital
Class A			—				—				—				—				—				(164,680	)
Class C			—				—				—				—				—				(22,138	)
Total dividends and distributions to shareholders			(66,772	)			—				(329,403	)			(192,686	)			(338,299	)			(1,694,140	)
Share Transactions of Beneficial Interest:
Net proceeds from shares sold
Class A			4,941,470				9,466,165				14,516,523				22,377,135				11,345,257				29,593,291
Class C			671,739				741,076				1,040,492				1,527,688				1,767,208				2,584,354
Reinvestment of dividends and distributions
Class A			63,152				—				282,582				166,163				288,961				1,387,933
Class C			—				—				—				—				12,276				118,494
Cost of shares redeemed
Class A			(5,965,686	)			(14,169,607	)			(14,062,905	)			(20,066,761	)			(9,769,395	)			(16,548,854	)
Class C			(639,531	)			(940,033	)			(1,347,872	)			(1,923,286	)			(1,426,338	)			(2,079,274	)
Net increase (decrease) in net assets from share transactions of beneficial interest			(928,856	)			(4,902,399	)			428,820				2,080,939				2,217,969				15,055,944
Total Increase in Net Assets			9,011,490				9,958,697				15,839,464				24,143,192				1,450,055				16,011,843

The accompanying notes are an integral part of these financial statements.

[37]

Timothy Plan Family of Funds

Statements of Changes in Net Assets (Continued)

	Small Cap Value Fund								Large/ Mid Cap Value Fund								Fixed Income Fund
	Six Months Ended March 28, 2013 (Unaudited)				Year Ended September 30, 2012				Six Months Ended March 28, 2013 (Unaudited)				Year Ended September 30, 2012				Six Months Ended March 28, 2013 (Unaudited)				Year Ended September 30, 2012
Net Assets:
Beginning of period			52,912,806				42,954,109				111,301,175				87,157,983				83,681,764				67,669,921
End of period*		$	61,924,296			$	52,912,806			$	127,140,639			$	111,301,175			$	85,131,819			$	83,681,764
* Includes undistributed net investment income at end of period		$	172,366			$	62,933			$	456,722			$	345,523			$	305,577			$	—
Share Activity:
Shares Sold
Class A			313,922				689,419				932,794				1,617,146				1,047,426				2,736,275
Class C			48,639				63,479				74,335				123,919				169,066				247,361
Shares Reinvested
Class A			4,202				—				18,616				12,494				26,798				128,523
Class C			—				—				—				—				1,179				11,334
Shares Redeemed
Class A			(389,152	)			(1,051,072	)			(920,411	)			(1,442,807	)			(901,473	)			(1,531,237	)
Class C			(48,949	)			(80,270	)			(97,826	)			(154,756	)			(136,494	)			(198,943	)
Net increase (decrease) in shares of beneficial interest outstanding			(71,338	)			(378,444	)			7,507				155,996				206,502				1,393,313

The accompanying notes are an integral part of these financial statements.

[38]

Timothy Plan Family of Funds

Statements of Changes in Net Assets

	High Yield Bond Fund								Israel Common Values Fund								Defensive Strategies Fund
	Six Months Ended March 28, 2013 (Unaudited)				Year Ended September 30, 2012				Six Months Ended March 28, 2013 (Unaudited)				Period Ended(1) September 30, 2012				Six Months Ended March 28, 2013 (Unaudited)				Year Ended September 30, 2012
Operations:
Net investment income (loss)		$	954,983			$	1,729,254			$	(40,767	)		$	(109,693	)		$	(53,276	)		$	16,603
Net realized gain (loss) on investments			22,605				190,990				(83,508	)			1,366				1,247,286				909,400
Capital gain dividends from REITs			—				—				—				—				—				52,388
Net change in unrealized appreciation (depreciation) on investments			824,132				2,130,949				1,117,103				99,375				(2,535,900	)			7,160,412
Net increase (decrease) in net assets resulting from operations			1,801,720				4,051,193				992,828				(8,952	)			(1,341,890	)			8,138,803
Distributions to Shareholders:
Net investment income
Class A			(853,708	)			(1,666,004	)			—				—				(28	)			(463,463	)
Class C			(39,600	)			(72,710	)			—				—				(10	)			(30,067	)
From net realized gains
Class A			—				—				—				—				(97,172	)			(3,030,191	)
Class C			—				—				—				—				(35,276	)			(856,233	)
From return of capital
Class A			—				(49,301	)			—				—				—				(175,127	)
Class C			—				(2,413	)			—				—				—				(52,013	)
Total dividends and distributions to shareholders			(893,308	)			(1,790,428	)			—				—				(132,486	)			(4,607,094	)
Share Transactions of Beneficial Interest:
Net proceeds from shares sold
Class A			8,304,763				20,228,788				1,298,121				11,718,256				11,384,133				31,938,021
Class C			553,588				734,558				161,839				336,402				3,746,446				6,490,538
Reinvestment of dividends and distributions
Class A			762,389				1,538,720				—				—				92,008				3,264,161
Class C			30,856				57,907				—				—				34,945				932,036
Cost of shares redeemed
Class A			(4,446,966	)			(13,635,827	)			(1,689,196	)			(3,724,284	)			(5,423,283	)			(28,825,727	)
Class C			(169,919	)			(413,933	)			(82,230	)			(120,704	)			(1,663,231	)			(2,770,955	)
Net increase (decrease) in net assets from share transactions of beneficial interest			5,034,711				8,510,213				(311,466	)			8,209,670				8,171,018				11,028,074
Total Increase in Net Assets			5,943,123				10,770,978				681,362				8,200,718				6,696,642				14,559,783

(1) The Israel Common Values Fund commenced operations on October 12, 2011.

The accompanying notes are an integral part of these financial statements.

[39]

Timothy Plan Family of Funds

Statements of Changes in Net Assets (Continued)

	High Yield Bond Fund								Israel Common Values Fund								Defensive Strategies Fund
	Six Months Ended March 28, 2013 (Unaudited)				Year Ended September 30, 2012				Six Months Ended March 28, 2013 (Unaudited)				Period Ended(1) September 30, 2012				Six Months Ended March 28, 2013 (Unaudited)				Year Ended September 30, 2012
Net Assets:
Beginning of period			35,074,956				24,303,978				8,200,718				—				71,329,568				56,769,785
End of period*		$	41,018,079			$	35,074,956			$	8,882,080			$	8,200,718			$	78,026,210			$	71,329,568
* Includes undistributed net investment income (loss) at end of period		$	61,675			$	—			$	(125,097	)		$	(84,330	)		$	119,295			$	172,609
Share Activity:
Shares Sold
Class A			860,587				2,188,769				118,690				1,153,664				951,046				2,657,882
Class C			56,802				78,895				14,691				33,037				319,840				558,363
Shares Reinvested
Class A			78,942				166,421				—				—				7,699				283,347
Class C			3,167				6,212				—				—				2,989				82,046
Shares Redeemed
Class A			(463,839	)			(1,479,733	)			(160,331	)			(368,476	)			(453,267	)			(2,475,935	)
Class C			(17,464	)			(44,704	)			(8,159	)			(11,514	)			(142,628	)			(239,208	)
Net increase (decrease) in shares of beneficial interest outstanding			518,197				915,860				(35,108	)			806,711				685,679				866,495

The accompanying notes are an integral part of these financial statements.

[40]

Timothy Plan Family of Funds

Statements of Changes in Net Assets

	Strategic Growth Fund								Conservative Growth Fund								Emerging Markets Fund(1)
	Six Months Ended March 28, 2013 (Unaudited)				Year Ended September 30, 2012				Six Months Ended March 28, 2013 (Unaudited)				Year Ended September 30, 2012				Period Ended March 28, 2013 (Unaudited)
Operations:
Net investment income (loss)		$	309,791			$	182,207			$	226,705			$	269,076			$	(50,402	)
Net realized gain (loss) on investments			658,308				(447,532	)			852,662				1,635,113				11,599
Capital gain distributions from affiliated funds			—				628,601				—				644,601				—
Net change in unrealized appreciation on investments			1,992,572				6,437,198				1,253,461				3,133,017				401,878
Net increase (decrease) in net assets resulting from operations			2,960,671				6,800,474				2,332,828				5,681,807				363,075
Distributions to Shareholders:
Net Investment Income
Class A			(187,794	)			—				(271,500	)			(49,894	)			—
Class C			(5	)			—				—				—				—
Total dividends and distributions to shareholders			(187,799	)			—				(271,500	)			(49,894	)			—
Share Transactions of Beneficial Interest:
Net proceeds from shares sold
Class A			1,590,999				2,739,030				3,617,274				5,968,016				6,987,288
Class C			430,519				818,628				838,624				1,927,268				127,545
Reinvestment of dividends and distributions
Class A			183,121				—				251,053				46,328				—
Class C			—				—				—				—				—
Cost of shares redeemed
Class A			(3,535,867	)			(7,434,707	)			(3,427,445	)			(5,947,763	)			(423,580	)
Class C			(625,232	)			(1,552,381	)			(912,713	)			(1,686,942	)			—
Net increase (decrease) in net assets from share transactions of beneficial interest			(1,956,460	)			(5,429,430	)			366,793				306,907				6,691,253
Total Increase in Net Assets			816,412				1,371,044				2,428,121				5,938,820				7,054,328

(1) The Emerging Markets Fund commenced operations on December 3, 2012.

The accompanying notes are an integral part of these financial statements.

[41]

Timothy Plan Family of Funds

Statements of Changes in Net Assets (Continued)

	Strategic Growth Fund								Conservative Growth Fund								Emerging Markets Fund(1)
	Six Months Ended March 28, 2013 (Unaudited)				Year Ended September 30, 2012				Six Months Ended March 28, 2013 (Unaudited)				Year Ended September 30, 2012				Period Ended March 28, 2013 (Unaudited)
Net Assets:
Beginning of period			39,086,444				37,715,400				49,233,011				43,294,191				—
End of period*		$	39,902,856			$	39,086,444			$	51,661,132			$	49,233,011			$	7,054,328
* Includes undistributed net investment income (loss) at end of period		$	304,199			$	182,207			$	231,550			$	276,345			$	(50,402	)
Share Activity:
Shares Sold
Class A			208,155				382,740				358,079				621,169				694,348
Class C			60,352				124,012				88,804				213,342				12,060
Shares Reinvested
Class A			24,416				—				25,257				4,939				—
Class C			—				—				—				—				—
Shares Redeemed
Class A			(467,176	)			(1,040,902	)			(341,875	)			(618,780	)			(40,918	)
Class C			(89,406	)			(235,669	)			(96,999	)			(187,625	)			—
Net increase (decrease) in shares of beneficial interest outstanding			(263,659	)			(769,819	)			33,266				33,045				665,490

The accompanying notes are an integral part of these financial statements.

[42]

Timothy Plan Family of Funds

Financial Highlights

	Aggressive Growth
	(Class A Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Year Ended September 30,												For the Period Ended September 30, 2009 (A)				For the Year Ended December 31,
					2012				2011				2010								2008				2007
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	7.10			$	5.57			$	5.42			$	4.51			$	3.71			$	6.80			$	7.04
Income (loss) from investment operations:
Net investment income (loss)			(0.03	)(B)			(0.12	)(B)			(0.10	)(B)			(0.09	)			(0.05	)			(0.07	)			(0.06	)
Net realized and unrealized gain (loss) on investments			0.90				1.65				0.25				1.00				0.85				(3.01	)			0.59
Total from investment operations			0.87				1.53				0.15				0.91				0.80				(3.08	)			0.53
Less Distributions:
From net investment income			—				—				—				—				—				—				—
From net realized gains on investments			—				—				—				—				—				(0.01	)			(0.77	)
Total distributions			—				—				—				—				—				(0.01	)			(0.77	)
Net asset value, end of period		$	7.97			$	7.10			$	5.57			$	5.42			$	4.51			$	3.71			$	6.80
Total return (C)(D)			12.10	%(F)			27.47	%			2.77	%			20.18	%			21.56	%(F)			(45.27	)%			7.66	%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	15,165			$	14,398			$	12,259			$	13,247			$	17,007			$	14,575			$	24,041
Ratios to average net assets
Expenses, before reimbursement			2.00	%(G)			2.12	%			1.81	%			1.88	%			1.85	%(G)			1.72	%			1.52	%
Expenses, net reimbursement			2.00	%(G)			2.12	%			1.81	%			1.88	%			1.85	%(G)			1.72	%			1.55	%
Net investment income (loss), before reimbursement			1.14	%(G)			(1.78	)%			(1.52	)%			(1.61	)%			(1.58	)%(G)			(1.33	)%			(0.94	)%
Net investment income (loss), net reimbursement			1.14	%(G)			(1.78	)%			(1.52	)%			(1.61	)%			(1.58	)%(G)			(1.33	)%			(0.97	)%
Portfolio turnover rate			58	%			147	%			201	%			89	%			136	%			244	%(E)			59	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect sales load.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. Total return would have been higher or lower if certain expenses had not been reimbursed, waived or recouped.

(E) On January 1, 2008, Chartwell Investment Partners became sub-advisor for the Fund.

(F) For periods of less than one full year, total return is not annualized.

(G) Annualized.

The accompanying notes are an integral part of these financial statements.

[43]

Timothy Plan Family of Funds

Financial Highlights

	Aggressive Growth
	(Class C Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Year Ended September 30,												For the Period Ended September 30, 2009 (A)				For the Year Ended December 31,
					2012				2011				2010								2008				2007
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	6.43			$	5.06			$	4.98			$	4.18			$	3.46			$	6.37			$	6.69
Income (loss) from investment operations:
Net investment income (loss)			(0.06	)(B)			(0.16	)(B)			(0.13	)(B)			(0.11	)			(0.06	)			(0.11	)			(0.10	)
Net realized and unrealized gain (loss) on investments			0.82				1.53				0.21				0.91				0.78				(2.79	)			0.55
Total from investment operations			0.76				1.37				0.08				0.80				0.72				(2.90	)			0.45
Less Distributions:
From net investment income			—				—				—				—				—				—				—
From net realized gains on investments			—				—				—				—				—				(0.01	)			(0.77	)
Total distributions			—				—				—				—				—				(0.01	)			(0.77	)
Net asset value, end of period		$	7.19			$	6.43			$	5.06			$	4.98			$	4.18			$	3.46			$	6.37
Total return (C)(D)			11.82	%(F)			27.08	%			1.61	%			19.14	%			20.81	%(F)			(45.50	)%			6.86	%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	2,135			$	2,201			$	1,766			$	1,670			$	1,477			$	1,272			$	2,277
Ratios to average net assets
Expenses, before reimbursement			2.75	%(G)			2.87	%			2.57	%			2.63	%			2.60	%(G)			2.47	%			2.27	%
Expenses, net reimbursement			2.75	%(G)			2.87	%			2.57	%			2.63	%			2.60	%(G)			2.47	%			2.30	%
Net investment income (loss), before reimbursement			(1.89	)%(G)			(2.53	)%			(2.28	)%			(2.35	)%			(2.33	)%(G)			(2.08	)%			(1.70	)%
Net investment income (loss), net reimbursement			(1.89	)%(G)			(2.53	)%			(2.28	)%			(2.35	)%			(2.33	)%(G)			(2.08	)%			(1.73	)%
Portfolio turnover rate			58	%			147	%			201	%			89	%			136	%			244	%(E)			59	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect redemption fee.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. Total return would have been higher or lower if certain expenses had not been reimbursed, waived or recouped.

(E) On January 1, 2008, Chartwell Investment Partners became sub-advisor for the Fund.

(F) For periods of less than one full year, total return is not annualized.

(G) Annualized.

The accompanying notes are an integral part of these financial statements.

[44]

Timothy Plan Family of Funds

Financial Highlights

	International
	(Class A Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Year Ended September 30,												For the Period Ended September 30, 2009 (A)				For the Year Ended December 31, 2008				For the Period Ended December 31, 2007 (C)
					2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	7.31			$	6.54			$	7.71			$	7.52			$	5.92			$	11.00			$	10.00
Income (loss) from investment operations:
Net investment income (loss)			—	(B)			0.03	(B)			0.20	(B)			0.04				0.08				0.09				0.04
Net realized and unrealized gain (loss) on investments			0.73				0.97				(1.33	)			0.26				1.52				(5.08	)			1.00
Total from investment operations			0.73				1.00				(1.13	)			0.30				1.60				(4.99	)			1.04
Less Distributions:
From net investment income			(0.06	)			(0.23	)			(0.04	)			(0.11	)			—				(0.09	)			(0.04	)
From net realized gains on investments			—				—				—				—				—				—				—
Total distributions			(0.06	)			(0.23	)			(0.04	)			(0.11	)			—				(0.09	)			(0.04	)
Net asset value, end of period		$	7.98			$	7.31			$	6.54			$	7.71			$	7.52			$	5.92			$	11.00
Total return (D)(E)			10.01	%(F)			15.73	%			(14.72	)%			3.93	%			27.03	%(F)			(45.38	)%			10.39	%(F)
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	32,292			$	29,794			$	28,423			$	35,206			$	37,248			$	31,214			$	42,298
Ratio of expenses to average net assets			1.88	%(G)			1.82	%			1.70	%			1.74	%			1.72	%(G)			1.66	%			1.69	%(G)
Ratio of net investment income (loss) to average net assets			(0.06	)%(G)			0.38	%			2.45	%			0.58	%			1.68	%(G)			1.12	%			0.58	%(G)
Portfolio turnover rate			12	%			34	%			62	%			41	%			38	%			32	%			13	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) For the period May 3, 2007 (Commencement of Operations) to December 31, 2007.

(D) Total return calculation does not reflect sales load.

(E) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(F) For periods of less than one full year, total return is not annualized.

(G) Annualized.

The accompanying notes are an integral part of these financial statements.

[45]

Timothy Plan Family of Funds

Financial Highlights

	International
	(Class C Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Year Ended September 30,												For the Period Ended September 30, 2009 (A)				For the Year Ended December 31, 2008				For the Period Ended December 31, 2007 (C)
					2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	7.15			$	6.39			$	7.58			$	7.41			$	5.87			$	10.97			$	10.00
Income (loss) from investment operations:
Net investment income (loss)			(0.03	)(B)			(0.02	)(B)			0.13	(B)			(0.01	)			0.04				0.04				(0.02	)
Net realized and unrealized gain (loss) on investments			0.71				0.95				(1.29	)			0.25				1.50				(5.07	)			0.99
Total from investment operations			0.68				0.93				(1.16	)			0.24				1.54				(5.03	)			0.97
Less Distributions:
From net investment income			—				(0.17	)			(0.03	)			(0.07	)			—				(0.07	)			—	*
From net realized gains on investments			—				—				—				—				—				—				—
Total distributions			—				(0.17	)			(0.03	)			(0.07	)			—				(0.07	)			—
Net asset value, end of period		$	7.83			$	7.15			$	6.39			$	7.58			$	7.41			$	5.87			$	10.97
Total return (D)(E)			9.51	%(F)			14.88	%			(15.40	)%			3.27	%			26.24	%(F)			(45.79	)%			9.71	%(F)
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	2,069			$	1,617			$	1,427			$	1,941			$	1,417			$	984			$	1,318
Ratio of expenses to average net assets			2.63	%(G)			2.57	%			2.45	%			2.49	%			2.47	%(G)			2.40	%			2.48	%(G)
Ratio of net investment income (loss) to average net assets			(0.81	)%(G)			(0.32	)%			1.58	%			(0.15	)%			0.85	%(G)			0.45	%			(0.44	)%(G)
Portfolio turnover rate			12	%			34	%			62	%			41	%			38	%			32	%			13	%

* Amount is less than $0.005 per share.

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) For the period May 3, 2007 (Commencement of Operations) to December 31, 2007.

(D) Total return calculation does not reflect redemption fee.

(E) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(F) For periods of less than one full year, total return is not annualized.

(G) Annualized.

The accompanying notes are an integral part of these financial statements.

[46]

Timothy Plan Family of Funds

Financial Highlights

	Large/Mid Cap Growth
	(Class A Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Year Ended September 30,												For the Period Ended September 30, 2009 (A)				For the Year Ended December 31,
					2012				2011				2010								2008				2007
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	7.30			$	6.05			$	5.99			$	5.37			$	4.38			$	6.89			$	7.25
Income (loss) from investment operations:
Net investment income (loss)			(0.01	)(B)			(0.04	)(B)			(0.04	)(B)			(0.04	)			(0.02	)			(0.04	)			(0.03	)
Net realized and unrealized gain (loss) on investments			0.73				1.61				0.10				0.66				1.01				(2.46	)			0.39
Total from investment operations			0.72				1.57				0.06				0.62				0.99				(2.50	)			0.36
Less Distributions:
From net investment income			—				—				—				—				—				—				—
From net realized gains on investments			(0.43	)			(0.32	)			—				—				—				(0.01	)			(0.72	)
Total distributions			(0.43	)			(0.32	)			—				—				—				(0.01	)			(0.72	)
Net asset value, end of period		$	7.59			$	7.30			$	6.05			$	5.99			$	5.37			$	4.38			$	6.89
Total return (C)(D)			10.42	%(F)			26.61	%			1.00	%			11.55	%			22.60	%(F)			(36.30	)%			5.09	%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	44,719			$	41,446			$	34,252			$	38,865			$	35,973			$	32,484			$	53,183
Ratios to average net assets
Expenses, before reimbursement			1.69	%(G)			1.68	%			1.60	%			1.66	%			1.67	%(G)			1.56	%			1.46	%
Expenses, net reimbursement			1.69	%(G)			1.68	%			1.60	%			1.66	%			1.67	%(G)			1.56	%			1.46	%
Net investment income (loss), before reimbursement			(0.27	)%(G)			(0.63	)%			(0.64	)%			(0.74	)%			(0.58	)%(G)			(0.64	)%			(0.37	)%
Net investment income (loss), net reimbursement			(0.27	)%(G)			(0.63	)%			(0.64	)%			(0.74	)%			(0.58	)%(G)			(0.64	)%			(0.37	)%
Portfolio turnover rate			38	%			127	%			150	%			78	%			78	%			177	%(E)			45	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect sales load.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. Total return would have been higher or lower if certain expenses had not been reimbursed, waived or recouped.

(E) On January 1, 2008, Chartwell Investment Partners became sub-advisor for the Fund.

(F) For periods of less than one full year, total return is not annualized.

(G) Annualized.

The accompanying notes are an integral part of these financial statements.

[47]

Timothy Plan Family of Funds

Financial Highlights

	Large/Mid Cap Growth
	(Class C Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Year Ended September 30,												For the Period Ended September 30, 2009 (A)				For the Year Ended December 31,
					2012				2011				2010								2008				2007
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	6.63			$	5.57			$	5.55			$	5.01			$	4.11			$	6.51			$	6.95
Income (loss) from investment operations:
Net investment income (loss)			(0.03	)(B)			(0.09	)(B)			(0.09	)(B)			(0.08	)			(0.04	)			(0.08	)			(0.07	)
Net realized and unrealized gain (loss) on investments			0.66				1.47				0.11				0.62				0.94				(2.31	)			0.35
Total from investment operations			0.63				1.38				0.02				0.54				0.90				(2.39	)			0.28
Less Distributions:
From net investment income			—				—				—				—				—				—				—
From net realized gains on investments			(0.43	)			(0.32	)			—				—				—				(0.01	)			(0.72	)
Total distributions			(0.43	)			(0.32	)			—				—				—				(0.01	)			(0.72	)
Net asset value, end of period		$	6.83			$	6.63			$	5.57			$	5.55			$	5.01			$	4.11			$	6.51
Total return (C)(D)			10.10	%(F)			25.47	%			0.36	%			10.78	%			21.90	%(F)			(36.73	)%			4.15	%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	5,222			$	4,483			$	2,726			$	2,523			$	2,120			$	1,971			$	3,097
Ratios to average net assets
Expenses, before reimbursement			2.44	%(G)			2.44	%			2.35	%			2.41	%			2.42	%(G)			2.31	%			2.22	%
Expenses, net reimbursement			2.44	%(G)			2.44	%			2.35	%			2.41	%			2.42	%(G)			2.31	%			2.22	%
Net investment income (loss), before reimbursement			(1.02	)%(G)			(1.38	)%			(1.38	)%			(1.49	)%			(1.33	)%(G)			(1.39	)%			(1.12	)%
Net investment income (loss), net reimbursement			(1.02	)%(G)			(1.38	)%			(1.38	)%			(1.49	)%			(1.33	)%(G)			(1.39	)%			(1.12	)%
Portfolio turnover rate			38	%			127	%			150	%			78	%			78	%			177	%(E)			45	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect redemption fee.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. Total return would have been higher or lower if certain expenses had not been reimbursed, waived or recouped.

(E) On January 1, 2008, Chartwell Investment Partners became sub-advisor for the Fund.

(F) For periods of less than one full year, total return is not annualized.

(G) Annualized.

The accompanying notes are an integral part of these financial statements.

[48]

Timothy Plan Family of Funds

Financial Highlights

	Small Cap Value
	(Class A Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Year Ended September 30,												For the Period Ended September 30, 2009 (A)				For the Year Ended December 31,
					2012				2011				2010								2008				2007
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	14.74			$	10.82			$	11.28			$	10.25			$	8.88			$	13.27			$	14.94
Income (loss) from investment operations:
Net investment income (loss)			0.06	(B)			0.03	(B)			(0.05	)(B)			(0.06	)			(0.05	)			0.01				0.04
Net realized and unrealized gain (loss) on investments			2.82				3.89				(0.41	)(C)			1.09				1.42				(4.33	)			0.36
Total from investment operations			2.88				3.92				(0.46	)			1.03				1.37				(4.32	)			0.40
Less Distributions:
From net investment income			(0.02	)			—				—				—				—				—				(0.03	)
From net realized gains on investments			—				—				—				—				—				(0.07	)			(2.04	)
Total distributions			(0.02	)			—				—				—				—				(0.07	)			(2.07	)
Net asset value, end of period		$	17.60			$	14.74			$	10.82			$	11.28			$	10.25			$	8.88			$	13.27
Total return (D)(E)			19.57	%(F)			36.23	%			(4.08	)%			10.05	%			15.43	%(F)			(32.50	)%			2.87	%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	56,046			$	47,976			$	39,145			$	40,482			$	47,268			$	42,651			$	62,525
Ratio of expenses to average net assets			1.62	%(G)			1.59	%			1.53	%			1.59	%			1.59	%(G)			1.50	%			1.44	%
Ratio of net investment income (loss) to average net assets			0.73	%(G)			0.19	%			(0.36	)%			(0.51	)%			(0.71	)%(G)			0.05	%			0.24	%
Portfolio turnover rate			37	%			65	%			102	%			64	%			57	%			110	%			60	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not agree to the aggregate gains and losses in the Statement of Operations due to the fluctuations in share transactions.

(D) Total return calculation does not reflect sales load.

(E) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(F) For periods of less than one full year, total return is not annualized.

(G) Annualized.

The accompanying notes are an integral part of these financial statements.

[49]

Timothy Plan Family of Funds

Financial Highlights

	Small Cap Value
	(Class C Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Year Ended September 30,												For the Period Ended September 30, 2009 (A)				For the Year Ended December 31,
					2012				2011				2010								2008				2007
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	12.63			$	9.35			$	9.82			$	8.99			$	7.83			$	11.80			$	13.58
Income (loss) from investment operations:
Net investment income (loss)			—	(B)*			(0.06	)(B)			(0.13	)(B)			(0.12	)			(0.09	)			(0.07	)			(0.05	)
Net realized and unrealized gain (loss) on investments			2.43				3.34				(0.34	)(C)			0.95				1.25				(3.83	)			0.31
Total from investment operations			2.43				3.28				(0.47	)			0.83				1.16				(3.90	)			0.26
Less Distributions:
From net investment income			—				—				—				—				—				—				—
From net realized gains on investments			—				—				—				—				—				(0.07	)			(2.04	)
Total distributions			—				—				—				—				—				(0.07	)			(2.04	)
Net asset value, end of period		$	15.06			$	12.63			$	9.35			$	9.82			$	8.99			$	7.83			$	11.80
Total return (D)(E)			19.24	%(F)			35.08	%			(4.79	)%			9.23	%			14.81	%(F)			(32.99	)%			2.13	%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	5,878			$	4,937			$	3,809			$	4,186			$	3,867			$	3,901			$	6,341
Ratio of expenses to average net assets			2.37	%(G)			2.34	%			2.28	%			2.34	%			2.34	%(G)			2.25	%			2.19	%
Ratio of net investment income (loss) to average net assets			(0.02	)%(G)			(0.55	)%			(1.12	)%			(1.26	)%			(1.45	)%(G)			(0.70	)%			(0.47	)%
Portfolio turnover rate			37	%			65	%			102	%			64	%			57	%			110	%			60	%

* Less than $0.005 per share.

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not agree to the aggregate gains and losses in the Statement of Operations due to the fluctuations in share transactions.

(D) Total return calculation does not reflect redemption fee.

(E) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(F) For periods of less than one full year, total return is not annualized.

(G) Annualized.

The accompanying notes are an integral part of these financial statements.

[50]

Timothy Plan Family of Funds

Financial Highlights

	Large/Mid Cap Value
	(Class A Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Year Ended September 30,												For the Period Ended September 30, 2009 (A)				For the Year Ended December 31,
					2012				2011				2010								2008				2007
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	14.80			$	11.83			$	11.84			$	10.72			$	9.10			$	15.48			$	14.31
Income (loss) from investment operations:
Net investment income (loss)			0.06	(B)			0.06	(B)			0.04	(B)			0.05				0.04				0.05				0.15
Net realized and unrealized gain (loss) on investments			2.07				2.94				(0.01	)(C)			1.12				1.58				(6.26	)			2.26
Total from investment operations			2.13				3.00				0.03				1.17				1.62				(6.21	)			2.41
Less Distributions:
From net investment income			(0.05	)			(0.03	)			(0.04	)			(0.05	)			—				(0.03	)			(0.16	)
From net realized gains on investments			—				—				—				—				—				(0.14	)			(1.08	)
From return of capital			—				—				—				—				—				—				—
Total distributions			(0.05	)			(0.03	)			(0.04	)			(0.05	)			—				(0.17	)			(1.24	)
Net asset value, end of period		$	16.88			$	14.80			$	11.83			$	11.84			$	10.72			$	9.10			$	15.48
Total return (D)(E)			14.43	%(F)			25.39	%			0.20	%			10.94	%			17.80	%(F)			(40.05	)%			17.02	%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	115,328			$	100,632			$	78,255			$	80,700			$	82,784			$	69,695			$	103,828
Ratio of expenses to average net assets			1.59	%(G)			1.57	%			1.51	%			1.58	%			1.57	%(G)			1.51	%			1.44	%
Ratio of net investment income (loss) to average net assets			0.85	%(G)			0.42	%			0.33	%			0.39	%			0.57	%(G)			0.39	%			0.99	%
Portfolio turnover rate			4	%			7	%			19	%			38	%			32	%			77	%			48	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not agree to the aggregate gains and losses in the Statement of Operations due to the fluctuations in share transactions.

(D) Total return calculation does not reflect sales load.

(E) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(F) For periods of less than one full year, total return is not annualized.

(G) Annualized.

The accompanying notes are an integral part of these financial statements.

[51]

Timothy Plan Family of Funds

Financial Highlights

	Large/Mid Cap Value
	(Class C Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Year Ended September 30,												For the Period Ended September 30, 2009 (A)				For the Year Ended December 31,
					2012				2011				2010								2008				2007
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	13.20			$	10.61			$	10.68			$	9.73			$	8.31			$	14.24			$	13.28
Income (loss) from investment operations:
Net investment income (loss)			0.01	(B)			(0.04	)(B)			(0.05	)(B)			(0.05	)			(0.01	)			(0.04	)			0.02
Net realized and unrealized gain (loss) on investments			1.85				2.63				—	(C)			1.03				1.43				(5.73	)			2.10
Total from investment operations			1.86				2.59				(0.05	)			0.98				1.42				(5.77	)			2.12
Less Distributions:
From net investment income			—				—				(0.02	)			(0.03	)			—				(0.02	)			(0.08	)
From net realized gains on investments			—				—				—				—				—				(0.14	)			(1.08	)
From return of capital			—				—				—				—				—				—				—
Total distributions			—				—				(0.02	)			(0.03	)			—				(0.16	)			(1.16	)
Net asset value, end of period		$	15.06			$	13.20			$	10.61			$	10.68			$	9.73			$	8.31			$	14.24
Total return (D)(E)			14.09	%(F)			24.41	%			(0.52	)%			10.12	%			17.09	%(F)			16.13	%			16.13	%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	11,813			$	10,669			$	8,903			$	9,484			$	9,552			$	8,544			$	12,722
Ratio of expenses to average net assets			2.34	%(G)			2.32	%			2.26	%			2.33	%			2.32	%(G)			2.26	%			2.19	%
Ratio of net investment income (loss) to average net assets			0.10	%(G)			(0.32	)%			(0.43	)%			(0.35	)%			(0.18	)%(G)			(0.35	)%			0.18	%
Portfolio turnover rate			4	%			7	%			19	%			38	%			32	%			77	%			48	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not agree to the aggregate gains and losses in the Statement of Operations due to the fluctuations in share transactions.

(D) Total return calculation does not reflect redemption fee.

(E) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(F) For periods of less than one full year, total return is not annualized.

(G) Annualized.

The accompanying notes are an integral part of these financial statements.

[52]

Timothy Plan Family of Funds

Financial Highlights

	Fixed Income
	(Class A Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Year Ended September 30,												For the Period Ended September 30, 2009 (A)				For the Year Ended December 31,
					2012				2011				2010								2008				2007
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	10.87			$	10.72			$	10.56			$	10.14			$	9.56			$	9.99			$	9.94
Income (loss) from investment operations:
Net investment income (loss)			0.09	(B)			0.22	(B)			0.28	(B)			0.29	(B)			0.24				0.43				0.44
Net realized and unrealized gain (loss) on investments			(0.07	)			0.18				0.18				0.42				0.58				(0.43	)			0.06
Total from investment operations			0.02				0.40				0.46				0.71				0.82				—				0.50
Less Distributions:
From net investment income			(0.12	)			(0.22	)			(0.30	)			(0.29	)			(0.24	)			(0.43	)			(0.45	)
From return of capital			—				(0.03	)			—				—				—				—				—
Total distributions			(0.12	)			(0.25	)			(0.30	)			(0.29	)			(0.24	)			(0.43	)			(0.45	)
Net asset value, end of period		$	10.77			$	10.87			$	10.72			$	10.56			$	10.14			$	9.56			$	9.99
Total return (C)(D)			(0.49	)%(E)			3.73	%			4.42	%			7.07	%			8.70	%(E)			(0.05	)%			5.19	%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	75,874			$	74,685			$	59,405			$	58,831			$	48,074			$	37,367			$	45,371
Ratios to average net assets
Expenses, before waiver and reimbursement			1.48	%(F)			1.31	%			1.27	%			1.36	%			1.35	%(F)			1.29	%			1.21	%
Expenses, net waiver and reimbursement			1.21	%(F)			1.16	%			1.15	%			1.21	%			1.20	%(F)			1.14	%			1.06	%
Net investment income (loss), before waiver and reimbursement			1.37	%(F)			1.86	%			2.58	%			2.63	%			3.24	%(F)			4.11	%			4.33	%
Net investment income (loss), net waiver and reimbursement			1.64	%(F)			2.01	%			2.71	%			2.78	%			3.39	%(F)			4.26	%			4.48	%
Portfolio turnover rate			4	%			19	%			22	%			26	%			22	%			35	%			45	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect sales load.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. Total return would have been higher or lower if certain expenses had not been reimbursed, waived or recouped.

(E) For periods of less than one full year, total return is not annualized.

(F) Annualized.

The accompanying notes are an integral part of these financial statements.

[53]

Timothy Plan Family of Funds

Financial Highlights

	Fixed Income
	(Class C Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Year Ended September 30,												For the Period Ended September 30, 2009 (A)				For the Year Ended December 31,
					2012				2011				2010								2008				2007
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	10.51			$	10.38			$	10.22			$	9.82			$	9.28			$	9.69			$	9.66
Income (loss) from investment operations:
Net investment income (loss)			0.05	(B)			0.13	(B)			0.20	(B)			0.21				0.18				0.33				0.37
Net realized and unrealized gain (loss) on investments			(0.08	)			0.17				0.17				0.41				0.56				(0.40	)			0.04
Total from investment operations			(0.03	)			0.30				0.37				0.62				0.74				(0.07	)			0.41
Less Distributions:
From net investment income			(0.07	)			(0.14	)			(0.21	)			(0.22	)			(0.20	)			(0.34	)			(0.38	)
From return of capital			—				(0.03	)			—				—				—				—				—
Total distributions			(0.07	)			(0.17	)			(0.21	)			(0.22	)			(0.20	)			(0.34	)			(0.38	)
Net asset value, end of period		$	10.41			$	10.51			$	10.38			$	10.22			$	9.82			$	9.28			$	9.69
Total return (C)(D)			(0.79	)%(E)			2.88	%			3.68	%			6.36	%			8.02	%(E)			(0.72	)%			4.37	%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	9,258			$	8,997			$	8,265			$	8,438			$	5,212			$	2,883			$	2,842
Ratios to average net assets
Expenses, before waiver and reimbursement			2.25	%(F)			2.06	%			2.23	%			2.12	%			2.10	%(F)			2.06	%			1.96	%
Expenses, net waiver and reimbursement			1.96	%(F)			1.91	%			1.90	%			1.97	%			1.95	%(F)			1.91	%			1.81	%
Net investment income (loss), before waiver and reimbursement			0.60	%(F)			1.12	%			1.61	%			1.88	%			2.50	%(F)			3.33	%			3.59	%
Net investment income (loss), net waiver and reimbursement			0.89	%(F)			1.27	%			1.95	%			2.03	%			2.65	%(F)			3.48	%			3.74	%
Portfolio turnover rate			4	%			19	%			22	%			26	%			22	%			35	%			45	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect redemption fee.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. Total return would have been higher or lower if certain expenses had not been reimbursed, waived or recouped.

(E) For periods of less than one full year, total return is not annualized.

(F) Annualized.

The accompanying notes are an integral part of these financial statements.

[54]

Timothy Plan Family of Funds

Financial Highlights

	High Yield Bond
	(Class A Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Year Ended September 30,												For the Period Ended September 30, 2009 (A)				For the Year Ended December 31, 2008				For the Period Ended December 31, 2007 (C)
					2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	9.46			$	8.71			$	9.10			$	8.46			$	6.23			$	9.53			$	10.00
Income (loss) from investment operations:
Net investment income (loss)			0.25	(B)			0.54	(B)			0.54	(B)			0.60				0.48				0.61				0.36
Net realized and unrealized gain (loss) on investments			0.38				0.76				(0.39	)			0.63				2.23				(3.30	)			(0.47	)
Total from investment operations			0.63				1.30				0.15				1.23				2.71				(2.69	)			(0.11	)
Less Distributions:
From net investment income			(0.38	)			(0.53	)			(0.54	)			(0.59	)			(0.48	)			(0.60	)			(0.36	)
From net realized gains on investments			—				—				—				—				—				(0.01	)			—
From return of capital			—				(0.02	)			—				—				—				—				—
Total distributions			(0.38	)			(0.55	)			(0.54	)			(0.59	)			(0.48	)			(0.61	)			(0.36	)
Net asset value, end of period		$	9.71			$	9.46			$	8.71			$	9.10			$	8.46			$	6.23			$	9.53
Total return (D)(E)			5.06	%(F)			15.17	%			1.48	%			14.98	%			45.11	%(F)			(29.55	)%			(1.14	)%(F)
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	38,875			$	33,392			$	23,110			$	21,617			$	18,740			$	13,283			$	20,284
Ratios to average net assets
Expenses, before waiver and reimbursement			1.40	%(G)			1.39	%			1.30	%			1.43	%			1.46	%(G)			1.41	%			1.45	%(G)
Expenses, net waiver and reimbursement			1.40	%(G)			1.39	%			1.30	%			1.43	%			1.46	%(G)			1.41	%			1.35	%(G)
Net investment income (loss), before waiver and reimbursement			5.22	%(G)			5.84	%			5.81	%			6.72	%			8.75	%(G)			7.06	%			5.67	%(G)
Net investment income (loss), net waiver and reimbursement			5.22	%(G)			5.84	%			5.81	%			6.72	%			8.75	%(G)			7.06	%			5.77	%(G)
Portfolio turnover rate			9	%			24	%			60	%			40	%			34	%			28	%			23	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) For the period May 7, 2007 (Commencement of Operations) to December 31, 2007.

(D) Total return calculation does not reflect sales load.

(E) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. Total return would have been higher or lower if certain expenses had not been reimbursed, waived or recouped.

(F) For periods of less than one full year, total return is not annualized.

(G) Annualized.

The accompanying notes are an integral part of these financial statements.

[55]

Timothy Plan Family of Funds

Financial Highlights

	High Yield Bond
	(Class C Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Year Ended September 30,												For the Period Ended September 30, 2009 (A)				For the Year Ended December 31, 2008				For the Period Ended December 31, 2007 (C)
					2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	9.55			$	8.79			$	9.17			$	8.51			$	6.29			$	9.60			$	10.00
Income (loss) from investment operations:
Net investment income (loss)			0.21	(B)			0.47	(B)			0.47	(B)			0.53	(B)			0.43	(B)			0.53				0.26
Net realized and unrealized gain (loss) on investments			0.36				0.77				(0.39	)			0.66				2.24				(3.33	)			(0.40	)
Total from investment operations			0.57				1.24				0.08				1.19				2.67				(2.80	)			(0.14	)
Less Distributions:
From net investment income			(0.33	)			(0.46	)			(0.46	)			(0.53	)			(0.45	)			(0.50	)			(0.26	)
From net realized gains on investments			—				—				—				—				—				(0.01	)			—
From return of capital			—				(0.02	)			—				—				—				—				—
Total distributions			(0.33	)			(0.48	)			(0.46	)			(0.53	)			(0.45	)			(0.51	)			(0.26	)
Net asset value, end of period		$	9.79			$	9.55			$	8.79			$	9.17			$	8.51			$	6.29			$	9.60
Total return (D)(E)			4.55	%(F)			14.33	%			0.72	%			14.36	%			43.90	%(F)			(30.17	)%			(1.38	)%(F)
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	2,143			$	1,683			$	1,194			$	1,039			$	547			$	141			$	241
Ratios to average net assets
Expenses, before wavier and reimbursement			2.14	%(G)			2.14	%			2.05	%			2.18	%			2.20	%(G)			2.14	%			2.20	%(G)
Expenses, net waiver and reimbursement			2.14	%(G)			2.14	%			2.05	%			2.18	%			2.20	%(G)			2.14	%			2.10	%(G)
Net investment income (loss), before waiver and reimbursement			4.48	%(G)			5.08	%			5.06	%			5.99	%			7.55	%(G)			6.26	%			5.24	%(G)
Net investment income (loss), net waiver and reimbursement			4.48	%(G)			5.08	%			5.06	%			5.99	%			7.55	%(G)			6.26	%			5.34	%(G)
Portfolio turnover rate			9	%			24	%			60	%			40	%			34	%			28	%			23	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) For the period May 7, 2007 (Commencement of Operations) to December 31, 2007.

(D) Total return calculation does not reflect redemption fee.

(E) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. Total return would have been higher or lower if certain expenses had not been reimbursed, waived or recouped.

(F) For periods of less than one full year, total return is not annualized.

(G) Annualized.

The accompanying notes are an integral part of these financial statements.

[56]

Timothy Plan Family of Funds

Financial Highlights

	Israel Common Values
	(Class A Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Period Ended September 30, 2012 (A)
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	10.17			$	10.00
Income (loss) from investment operations:
Net investment income (loss) (B)			(0.05	)			(0.15	)
Net realized and unrealized gain on investments			1.40				0.32
Total from investment operations			1.35				0.17
Less Distributions:
From net investment income			—				—
From net realized gains on investments			—				—
Total distributions			—				—
Net asset value, end of period		$	11.52			$	10.17
Total return (C)(D)			13.16	%(E)			1.80	%(E)
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	8,563			$	7,983
Ratio of expenses to average net assets			2.64	%(F)			2.82	%(F)
Ratio of net investment income (loss) to average net assets			(1.01	%)(F)			(1.48	%)(F)
Portfolio turnover rate			18	%			37	%

(A) For the period October 12, 2011 (Commencement of Operations) to September 30, 2012.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect sales load.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) For periods of less than one full year, total return is not annualized.

(F) Annualized.

The accompanying notes are an integral part of these financial statements.

[57]

Timothy Plan Family of Funds

Financial Highlights

	Israel Common Values
	(Class C Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Period Ended September 30, 2012 (A)
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	10.09			$	10.00
Income (loss) from investment operations:
Net investment income (loss) (B)			(0.09	)			(0.22	)
Net realized and unrealized gain on investments			1.39				0.31
Total from investment operations			1.30				0.09
Less Distributions:
From net investment income			—				—
From net realized gains on investments			—				—
Total distributions			—				—
Net asset value, end of period		$	11.39			$	10.09
Total return (C)(D)			12.77	%(E)			1.00	%(E)
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	319			$	217
Ratio of expenses to average net assets			3.39	%(F)			3.53	%(F)
Ratio of net investment income (loss) to average net assets			(1.76	%)(F)			(2.21	%)(F)
Portfolio turnover rate			18	%			37	%

(A) For the period October 12, 2011 (Commencement of Operations) to September 30, 2012.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect redemption fee.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) For periods of less than one full year, total return is not annualized.

(F) Annualized.

The accompanying notes are an integral part of these financial statements.

[58]

Timothy Plan Family of Funds

Financial Highlights

	Defensive Strategies
	(Class A Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Year Ended September 30,								For the Period Ended September 30, 2010 (A)
					2012				2011
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	12.12			$	11.28			$	10.70			$	10.00
Income (loss) from investment operations:
Net investment income (loss)			—	(B)			0.02	(B)			0.09	(B)			0.02
Net realized and unrealized gain (loss) on investments			(0.21	)			1.62				0.54				1.08
Total from investment operations			(0.21	)			1.64				0.63				1.10
Less Distributions:
From net investment income			—	*			(0.10	)			—				—
From net realized gains on investments			(0.02	)			(0.66	)			(0.05	)			(0.21	)
From return of capital			—				(0.04	)			—				(0.19	)
Total distributions			(0.02	)			(0.80	)			(0.05	)			(0.40	)
Net asset value, end of period		$	11.89			$	12.12			$	11.28			$	10.70
Total return (C)(D)			(1.72	)%(E)			14.87	%			5.88	%			10.97	%(E)
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	57,554			$	52,529			$	43,670			$	23,360
Ratio of expenses to average net assets			1.37	%(F)			1.33	%			1.29	%			1.51	%(F)
Ratio of net investment income (loss) to average net assets			0.05	%(F)			0.20	%			0.75	%			0.13	%(F)
Portfolio turnover rate			27	%			247	%			64	%			41	%

* Less than $0.005 per share.

(A) For the period November 4, 2009 (Commencement of Operations) to September 30, 2010.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect sales load.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) For periods of less than one full year, total return is not annualized.

(F) Annualized.

The accompanying notes are an integral part of these financial statements.

[59]

Timothy Plan Family of Funds

Financial Highlights

	Defensive Strategies
	(Class C Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Year Ended September 30,								For the Period Ended September 30, 2010 (A)
					2012				2011
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	11.88			$	11.09			$	10.58			$	10.00
Income (loss) from investment operations:
Net investment income (loss)			(0.04	)(B)			(0.07	)(B)			0.02	(B)			(0.06	)
Net realized and unrealized gain (loss) on investments			(0.21	)			1.58				0.54				1.08
Total from investment operations			(0.25	)			1.51				0.56				1.02
Less Distributions:
From net investment income			—	*			(0.02	)			—				—
From net realized gains on investments			(0.02	)			(0.66	)			(0.05	)			(0.21	)
From return of capital			—				(0.04	)			—				(0.23	)
Total distributions			(0.02	)			(0.72	)			(0.05	)			(0.44	)
Net asset value, end of period		$	11.61			$	11.88			$	11.09			$	10.58
Total return (C)(D)			(2.09	)%(E)			13.91	%			5.28	%			10.18	%(E)
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	20,473			$	18,801			$	13,100			$	5,527
Ratio of expenses to average net assets			2.12	%(F)			2.09	%			2.03	%			2.28	%(F)
Ratio of net investment income (loss) to average net assets			(0.70	)%(F)			(0.60	)%			0.15	%			(0.64	)%(F)
Portfolio turnover rate			27	%			247	%			64	%			41	%

* Less than $0.005 per share.

(A) For the period November 4, 2009 (Commencement of Operations) to September 30, 2010.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect redemption fee.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) For periods of less than one full year, total return is not annualized.

(F) Annualized.

The accompanying notes are an integral part of these financial statements.

[60]

Timothy Plan Family of Funds

Financial Highlights

	Strategic Growth
	(Class A Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Year Ended September 30,												For the Period Ended September 30, 2009 (A)				For the Year Ended December 31,
					2012				2011				2010								2008				2007
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	7.44			$	6.27			$	6.49			$	5.97			$	4.86			$	9.12			$	9.69
Income (loss) from investment operations:
Net investment income (loss)			0.07	(B)			0.04	(B)			(0.02	)(B)			0.02				(0.01	)			0.01				0.10
Net realized and unrealized gain (loss) on investments			0.53				1.13				(0.19	)			0.50				1.12				(3.66	)			0.90
Total from investment operations			0.60				1.17				(0.21	)			0.52				1.11				(3.65	)			1.00
Less Distributions:
From net investment income			(0.05	)			—				—				—				—				(0.09	)			(0.10	)
From net realized gains on investments			—				—				—				—				—				(0.52	)			(1.47	)
From return of capital			—				—				(0.01	)			—				—				—				—
Total distributions			(0.05	)			—				(0.01	)			—				—				(0.61	)			(1.57	)
Net asset value, end of period		$	7.99			$	7.44			$	6.27			$	6.49			$	5.97			$	4.86			$	9.12
Total return (C)(D)			8.04	%(G)			18.66	%			(3.29	)%			8.71	%			22.84	%(G)			(39.82	)%			10.45	%
Ratios/Supplemental Data:
Net assets, end of period (in 000’s)		$	32,759			$	32,250			$	31,269			$	34,098			$	30,066			$	25,440			$	44,231
Ratio of expenses to average net assets (E)			1.21	%(H)			1.15	%			1.05	%			1.11	%			1.11	%(H)			1.03	%			1.00	%
Ratio of net investment income (loss) to average net assets (E)(F)			1.76	%(H)			(0.60	)%			(0.23	)%			0.30	%			(0.25	)%(H)			0.12	%			1.10	%
Portfolio turnover rate			11	%			33	%			22	%			25	%			5	%			17	%			45	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect sales load.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) These ratios exclude the impact of expenses of the underlying security holdings as represented in the Schedule of Investments.

(F) Recognition of net investment income (loss) by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(G) For periods of less than one full year, total return is not annualized.

(H) Annualized.

The accompanying notes are an integral part of these financial statements.

[61]

Timothy Plan Family of Funds

Financial Highlights

	Strategic Growth
	(Class C Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Year Ended September 30,												For the Period Ended September 30, 2009 (A)				For the Year Ended December 31,
					2012				2011				2010								2008				2007
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	6.87			$	5.82			$	6.09			$	5.64			$	4.62			$	8.70			$	9.31
Income (loss) from Investment Operations:
Net investment income (loss)			0.04	(B)			(0.01	)(B)			(0.07	)(B)			(0.03	)			(0.04	)			(0.05	)			0.03
Net realized and unrealized gain (loss) on investments			0.49				1.06				(0.20	)			0.48				1.06				(3.47	)			0.86
Total from investment operations			0.53				1.05				(0.27	)			0.45				1.02				(3.52	)			0.89
Less Distributions:
From net investment income			—				—				—				—				—				(0.04	)			(0.03	)
From net realized gains on investments			—				—				—				—				—				(0.52	)			(1.47	)
Total distributions			—				—				—				—				—				(0.56	)			(1.50	)
Net asset value, end of period		$	7.40			$	6.87			$	5.82			$	6.09			$	5.64			$	4.62			$	8.70
Total return (C)(D)			7.71	%(G)			18.04	%			(4.43	)%			7.98	%			22.08	%(G)			(40.32	)%			9.73	%
Ratios/Supplemental Data:
Net assets, end of period (in 000’s)		$	7,144			$	6,836			$	6,446			$	6,950			$	7,608			$	6,423			$	9,836
Ratio of expenses to average net assets (E)			1.96	%(H)			1.90	%			1.82	%			1.86	%			1.85	%(H)			1.78	%			1.75	%
Ratio of net investment income (loss) to average net assets (E)(F)			1.01	%(H)			(0.22	)%			(1.00	)%			(0.46	)%			(1.00	)%(H)			(0.61	)%			0.43	%
Portfolio turnover rate			11	%			33	%			22	%			25	%			5	%			17	%			45	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect redemption fee.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) These ratios exclude the impact of expenses of the underlying security holdings as represented in the Schedule of Investments.

(F) Recognition of net investment income (loss) by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(G) For periods of less than one full year, total return is not annualized.

(H) Annualized.

The accompanying notes are an integral part of these financial statements.

[62]

Timothy Plan Family of Funds

Financial Highlights

	Conservative Growth
	(Class A Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Year Ended September 30,												For the Period Ended September 30, 2009 (A)				For the Year Ended December 31,
					2012				2011				2010								2008				2007
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	9.95			$	8.80			$	8.83			$	8.25			$	6.94			$	10.49			$	11.10
Income (loss) from investment operations:
Net investment income (loss)			0.05	(B)			0.07	(B)			0.04	(B)			0.09				0.04				0.13				0.22
Net realized and unrealized gain (loss) on investments			0.44				1.09				0.01				0.60				1.27				(3.18	)			0.75
Total from investment operations			0.49				1.16				0.05				0.69				1.31				(3.05	)			0.97
Less Distributions:
From net investment income			(0.07	)			(0.01	)			(0.08	)			(0.11	)			—				(0.15	)			(0.20	)
From net realized gains on investments			—				—				—				—				—				(0.35	)			(1.38	)
Total distributions			(0.07	)			(0.01	)			(0.08	)			(0.11	)			—				(0.50	)			(1.58	)
Net asset value, end of period		$	10.37			$	9.95			$	8.80			$	8.83			$	8.25			$	6.94			$	10.49
Total return (C)(D)			4.94	%(G)			13.22	%			0.50	%			8.47	%			18.88	%(G)			(28.88	)%			8.85	%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	42,137			$	40,042			$	35,331			$	35,031			$	33,128			$	26,206			$	38,102
Ratio of expenses to average net assets (E)			1.17	%(H)			1.11	%			1.05	%			1.13	%			1.10	%(H)			1.02	%			1.02	%
Ratio of net investment income (loss) to average net assets (E)(F)			1.07	%(H)			0.71	%			0.48	%			1.07	%			0.82	%(H)			1.36	%			2.09	%
Portfolio turnover rate			9	%			32	%			23	%			31	%			16	%			26	%			41	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect sales load.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) These ratios exclude the impact of expenses of the underlying security holdings as represented in the Schedule of Investments.

(F) Recognition of net investment income (loss) by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(G) For periods of less than one full year, total return is not annualized.

(H) Annualized.

The accompanying notes are an integral part of these financial statements.

[63]

Timothy Plan Family of Funds

Financial Highlights

	Conservative Growth
	(Class C Shares)
	For the Six Months Ended March 28, 2013 (Unaudited)				For the Year Ended September 30,												For the Period Ended September 30, 2009 (A)				For the Year Ended December 31,
					2012				2011				2010								2008				2007
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	9.27			$	8.24			$	8.32			$	7.83			$	6.61			$	10.02			$	10.68
Income (loss) from investment operations:
Net investment income (loss)			0.01	(B)			(0.01	)(B)			(0.02	)(B)			0.02				—	*			0.06				0.12
Net realized and unrealized gain (loss) on investments			0.40				1.04				—	*			0.57				1.22				(3.03	)			0.72
Total from investment operations			0.41				1.03				(0.02	)			0.59				1.22				(2.97	)			0.84
Less Distributions:
From net investment income			—				—				(0.06	)			(0.10	)			—				(0.09	)			(0.12	)
From net realized gains on investments			—				—				—				—				—				(0.35	)			(1.38	)
Total distributions			—				—				(0.06	)			(0.10	)			—				(0.44	)			(1.50	)
Net asset value, end of period		$	9.68			$	9.27			$	8.24			$	8.32			$	7.83			$	6.61			$	10.02
Total return (C)(D)			4.42	%(G)			12.50	%			(0.25	)%			7.57	%			18.46	%(G)			(29.45	)%			7.98	%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	9,525			$	9,191			$	7,963			$	7,365			$	7,500			$	6,438			$	7,164
Ratio of expenses to average net assets (E)			1.92	%(H)			1.86	%			1.80	%			1.88	%			1.85	%(H)			1.77	%			1.77	%
Ratio of net investment income (loss) to average net assets (E)(F)			0.32	%(H)			(0.06	)%			(0.27	)%			0.29	%			0.05	%(H)			0.72	%			1.40	%
Portfolio turnover rate			9	%			32	%			23	%			31	%			16	%			26	%			41	%

* Amount is less than $0.005 per share.

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect redemption fee.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) These ratios exclude the impact of expenses of the underlying security holdings as represented in the Schedule of Investments.

(F) Recognition of net investment income (loss) by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(G) For periods of less than one full year, total return is not annualized.

(H) Annualized.

The accompanying notes are an integral part of these financial statements.

[64]

Timothy Plan Family of Funds

Financial Highlights

	Emerging Markets
	(Class A Shares)
	For the Period Ended March 28, 2013 (Unaudited) (A)
Selected data based on a share outstanding throughout the period
Net asset value, beginning of period		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (B)			(0.08	)
Net realized and unrealized gain on investments			0.68
Total from investment operations			0.60
Less Distributions:
From net investment income			—
From net realized gains on investments			—
Total distributions			—
Net asset value, end of period		$	10.60
Total return (C)(D)			6.00	%(E)
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	6,927
Ratio of expenses to average net assets			3.27	%(F)
Ratio of net investment income (loss) to average net assets			(2.49	%)(F)
Portfolio turnover rate			3	%

(A) For the period December 3, 2012 (Commencement of Operations) to March 28, 2013.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect sales load.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) For periods of less than one full year, total return is not annualized.

(F) Annualized.

The accompanying notes are an integral part of these financial statements.

[65]

Timothy Plan Family of Funds

Financial Highlights

	Emerging Markets
	(Class C Shares)
	For the Period Ended March 28, 2013 (Unaudited) (A)
Selected data based on a share outstanding throughout the period
Net asset value, beginning of period		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (B)			(0.12	)
Net realized and unrealized gain on investments			0.71
Total from investment operations			0.59
Less Distributions:
From net investment income			—
From net realized gains on investments			—
Total distributions			—
Net asset value, end of period		$	10.59
Total return (C)(D)			5.90	%(E)
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	128
Ratio of expenses to average net assets			4.04	%(F)
Ratio of net investment income (loss) to average net assets			(3.26	%)(F)
Portfolio turnover rate			3	%

(A) For the period December 3, 2012 (Commencement of Operations) to March 28, 2013.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect redemption fee.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) For periods of less than one full year, total return is not annualized.

(F) Annualized.

The accompanying notes are an integral part of these financial statements.

[66]

Notes to Financial Statements

March 28, 2013 (Unaudited)

Timothy Plan Family of Funds

Note 1 | Significant Accounting Policies

The Timothy Plan (the “Trust”) is organized as a series of a Delaware business trust pursuant to a trust agreement dated December 16, 1993. The Trust is registered under the Investment Company Act of 1940, as amended, as an open-end diversified management investment company. As of March 28, 2013, the Trust consisted of fourteen series. These financial statements include the following twelve series: Timothy Plan Aggressive Growth Fund, Timothy Plan International Fund, Timothy Plan Large/Mid Cap Growth Fund, Timothy Plan Small Cap Value Fund, Timothy Plan Large/Mid Cap Value Fund, Timothy Plan Fixed Income Fund, Timothy Plan High Yield Bond Fund, Timothy Plan Defensive Strategies Fund, Timothy Plan Israel Common Values Fund, Timothy Plan Strategic Growth Fund, Timothy Plan Conservative Growth Fund and Timothy Plan Emerging Markets Fund (the “Funds”).

The Timothy Plan Aggressive Growth Fund’s investment objective is long-term growth of capital. The 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 and investing in the securities of a limited number of companies which the Fund’s Advisor believes show a high probability for superior growth.

The Timothy Plan International Fund’s investment objective is long-term growth of capital. The Fund seeks to achieve its investment objective by normally investing at least 80% of the Fund’s total assets in the common stock and similar securities of foreign companies through the purchase of American Depositary Receipts (“ADRs”) without regard to market capitalization, investing its assets in the ADRs of companies which the Fund’s investment manager believes show a high probability for superior growth, and allocating investments across countries and regions considering the size of the market in each country and region relative to the size of the international market as a whole. Although the Fund maintains a diversified investment portfolio, the political or economic developments within a particular country or region may have an adverse effect on the ability of domiciled issuers to meet their obligations. Additionally, political or economic developments may have an effect on the liquidity and volatility of portfolio securities and currency holdings.

The Timothy Plan Large/Mid Cap Growth Fund’s investment objective is long-term growth of capital. Current income is not a significant investment consideration and any such income realized will be considered incidental to the Fund’s investment objective. The Fund seeks to achieve its investment objective by normally investing at least 80% of the Fund’s total assets in U.S. common stocks with market capitalizations in excess of $2 billion.

The Timothy Plan Small Cap Value Fund’s primary objective is long-term capital growth, with a secondary objective of current income. The Fund seeks to achieve its investment objective by primarily investing at least 80% of its assets in U.S. common stocks whose market capitalization is generally less than $2 billion.

The Timothy Plan Large/Mid Cap Value Fund’s investment objective is long-term capital growth, with a secondary objective of current income. The Fund seeks to achieve its investment objective by primarily investing in U.S. common stocks. The Fund will invest at least 80% of its assets in the common stock of companies whose total market capitalization generally exceeds $2 billion.

The Timothy Plan Fixed Income Fund seeks to generate a high level of current income consistent with prudent investment risk. To achieve its investment objective, the Fund normally invests in a diversified portfolio of debt securities. These include corporate bonds, U.S. Government and agency securities, convertible securities and preferred securities. The Fund will generally only purchase high quality securities.

The Timothy Plan High Yield Bond Fund’s investment objective is to generate a high level of current income. To achieve its investment objective, the Fund normally invests in a diversified portfolio of debt securities. These include corporate bonds, U.S. Government and agency securities, convertible securities and preferred securities. The Fund will generally purchase securities that are not investment-grade, meaning securities with a rating of “BBB” or lower as rated by Standard and Poor’s or a comparable rating by another nationally recognized rating agency. Investments in these higher yielding securities are generally accompanied by a greater degree of credit risk than higher rated securities. Additionally, lower rated securities may be more susceptible to adverse economic and competitive industry conditions than investment-grade securities.

Timothy Plan Notes to Financial Statements

[67]

Notes to Financial Statements

March 28, 2013 (Unaudited)

Timothy Plan Family of Funds

The Timothy Plan Defensive Strategies Fund’s investment objective is the protection of principal through aggressive, proactive reactions to prevailing economic conditions. To achieve its investment objective, the Fund normally invests in Real Estate Investment Trusts (“REITs”), commodities based Exchange-Traded Funds (“ETFs”), and Treasury Inflation Protected Securities (“TIPS”).

The Timothy Israel Common Values Fund seeks to provide long-term growth of capital. This Fund seeks to achieve its investment objectives by normally investing at least 80% of the Fund’s total assets in the common stock of companies domiciled and/or headquartered in Israel through the purchase of American Depository Receipts (ADRs) and direct investments in such companies on foreign stock exchanges, without regard to market capitalizations.

The Timothy Plan Strategic Growth Fund seeks to generate medium to high levels of long-term capital growth. The Fund seeks to achieve its investment objective by normally investing at least 75% of its net assets in the following Funds which are other series of the Trust: approximately 5-10% of its net assets in the Timothy Plan Small Cap Value Fund; approximately 15-25% of its net assets in the Timothy Plan Large/Mid Cap Value Fund; approximately 15-25% of its net assets in the Timothy Plan Large/Mid Cap Growth Fund; approximately 5-15% of its net assets in the Timothy Plan High Yield Bond Fund; approximately 20-30% of its net assets in the Timothy Plan International Fund; approximately 5%-10% of its net assets in the Timothy Plan Aggressive Growth Fund; approximately 5%-15% of its net assets in the Timothy Plan Defensive Strategies Fund; approximately 5-10% of its net assets in the Timothy Plan Israel Common Values Fund; and approximately 5%-10% of its net assets in the Timothy Plan Emerging Markets Fund.

The Timothy Plan Conservative Growth Fund seeks to generate moderate levels of long-term capital growth with a secondary objective of current income. The Fund seeks to achieve its investment objective by normally investing at least 75% of its net assets in the following Funds which are other series of the Trust: approximately 0-10% of its net assets in the Timothy Plan Small Cap Value Fund; approximately 10-20% of its net assets in the Timothy Plan Large/Mid Cap Value Fund; approximately 5-15% of its net assets in the Timothy Plan Large/Mid Cap Growth Fund; approximately 0-5% of its net assets in the Timothy Plan Aggressive Growth Fund; approximately 5-15% of its net assets in the Timothy Plan High Yield Bond Fund; approximately 5-15% of its net assets in the Timothy Plan International Fund; approximately 20%-40% of its net assets in the Timothy Plan Fixed Income Fund; approximately 10-30% of its net assets in the Timothy Plan Defensive Strategies Fund; approximately 0-5% of its net assets in the Timothy Plan Israel Common Values Fund; and approximately 0-5% of its net assets in the Timothy Plan Emerging Markets Fund.

The Timothy Plan Emerging Markets Fund’s investment objective is long-term growth of capital. The Fund seeks to achieve its investment objectives by normally investing at least 80% of the Fund’s total assets in the common stock of companies domiciled and/or headquartered in countries that the Investment Manager believes are experiencing rapid or above average growth or industrialization through the purchase of American Depository Receipts (ADRs) and direct investments in such companies on Foreign stock exchanges, without regard to market capitalizations.

The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of their financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for investment companies.

A. SECURITY VALUATION AND FAIR VALUE MEASUREMENTS

All investments in securities are recorded at their estimated fair value as described in Note 2.

B. INVESTMENT INCOME AND SECURITIES TRANSACTIONS

Security transactions are accounted for on the date the securities are purchased or sold (trade date). Dividend income is recognized on the ex-dividend date. Interest income and expenses are recognized on an accrual basis. The Timothy Plan Aggressive Growth Fund, Large/Mid Cap Growth Fund, Large/Mid Cap Value Fund, Small Cap Value Fund, Israel Common Values Fund, Defensive Strategies Fund and Emerging Markets Fund have made certain investments in REITs and Master Limited Partnerships (“MLPs”). Dividend income from REITs and MLPs is recognized on the ex-dividend date. It is common for distributions from REITs and MLPs to exceed taxable earnings and profits, resulting in the excess portion of such

Timothy Plan Notes to Financial Statements

[68]

Notes to Financial Statements

March 28, 2013 (Unaudited)

Timothy Plan Family of Funds

dividends being designated as a return of capital. Income or loss from the MLPs is reclassified upon receipt of the MLPs’ K-1. Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding of the applicable country’s tax rules and rates. Discounts and premiums on securities purchased are amortized over the lives of the respective securities. The ability of issuers of debt securities held by the Funds to meet their obligations may be affected by economic and political developments in a specific country or region.

C. FOREIGN CURRENCY

Investment securities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included in the net realized and unrealized gain or loss from investments. Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Funds’ books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

D. NET ASSET VALUE PER SHARE

The Net Asset Value (“NAV”) per share of the capital stock of the Funds is determined daily as of the close of trading on the New York Stock Exchange by dividing the value of its net assets by the number of Fund shares outstanding. The NAV is calculated separately for each class of each Fund in the Trust. The net asset value of the classes may differ because of different fees and expenses charged to each class.

E. EXPENSES

Expenses incurred by the Trust that do not relate to a specific Fund of the Trust are allocated to the individual Funds based on each Fund’s relative net assets or another appropriate basis as determined by the Board of Trustees (the “Board”).

F. CLASSES

There are two classes of shares currently offered by the Trust: Class A shares are offered with a front-end sales charge and ongoing service/distribution fees; Class C shares are offered with a contingent deferred sales charge (“CDSC”) that ends after the first year and ongoing service and distribution fees.

Class specific expenses are borne by each specific class. Income, expenses, and realized and unrealized gains/losses are allocated to the respective classes on the basis of relative daily net assets.

G. USE OF ESTIMATES

In the preparation of financial statements in conformity with GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

H. FEDERAL INCOME TAXES

It is the policy of each Fund to continue to comply with all requirements under subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Each Fund also intends to distribute sufficient net investment income and net capital gains, if any, so that it will not be subject to excise tax on undistributed income or gains. Therefore, no federal income tax or excise provision is required.

As of March 28, 2013, the Funds did not have a liability for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statements of operations. During the six

Timothy Plan Notes to Financial Statements

[69]

Notes to Financial Statements

March 28, 2013 (Unaudited)

Timothy Plan Family of Funds

months ended March 28, 2013, the Funds did not incur any interest or penalties. The Funds are not subject to examination by U.S. federal tax authorities for tax years before 2009 and are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially within the next twelve months.

I. INDEMNIFICATION

The Trust indemnifies its officers and trustees for certain liabilities that may arise from the performance of their duties to the Trust. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties and which provide general indemnities. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Funds expect the risk of loss due to these warranties and indemnities to be remote.

J. DISTRIBUTIONS TO SHAREHOLDERS

Distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. The treatment for financial reporting purposes of distributions made to shareholders during the period from net investment income or net realized capital gains may differ from their ultimate treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations, or NAVs per share of the Funds. Reclassifications for the fiscal year ended September 30, 2012 are as follows:

Fund	Paid in Capital			Accumulated Undistributed Net Investment Income (Loss)			Accumulated Undistributed Net Realized Gain (Loss) on Investments
Aggressive Growth	$	(57,002	)	$	56,207		$	795
International		-			6,261			(6,261	)
Large/Mid Cap Growth		(1,798	)		291,183			(289,385	)
Small Cap Value		(13,114	)		-			13,114
Large/Mid Cap Value		-			(53,177	)		53,177
Fixed Income		(186,818	)		186,818			-
High Yield Bond		(51,714	)		51,714			-
Israel Common Values		(16,073	)		25,363			(9,290	)
Defensive Strategies		(299,411	)		1,776,781			(1,477,370	)
Strategic Growth		(22,164	)		(14,351	)		36,515
Conservative Growth		-			(76,932	)		76,932

Note 2 | Security Valuation and Fair Value Measurements

Fair value is defined as the price that a Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. GAAP established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes.

Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk (the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique). Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data

Timothy Plan Notes to Financial Statements

[70]

Notes to Financial Statements

March 28, 2013 (Unaudited)

Timothy Plan Family of Funds

obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

VALUATION OF FUND OF FUNDS

A Fund may invest in portfolios of open-end or closed-end investment companies (the “Underlying Funds”). The Underlying Funds value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value to the methods established by the board of directors of the Underlying Funds.

Open-ended funds are valued at their respective net asset values as reported by such investment companies. The shares of many closed-end investment companies, after their initial public offering, frequently trade at a price per share, which is different than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any closed-end investment company purchased by the Fund will not change.

The Trust utilizes various methods to measure the fair value of all of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:

•Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.

•Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument in an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

•Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Each Fund generally determines the total value of each class of its shares by using market prices for the securities comprising its portfolio. Equity securities, including common stock, ADRs, REITs, MLPs, ETFs and warrants are generally valued by using market quotations, but may be valued on the basis of prices furnished by a pricing service when the Advisor or Sub-Advisor believes such prices more accurately reflect the fair value of such securities. Securities that are traded on any stock exchange are generally valued by the pricing service at the last quoted sale price. Lacking a last sale price, an exchange traded security is generally valued by the pricing service at its last bid price. Securities traded in the NASDAQ over-the-counter market are generally valued by the pricing service at the NASDAQ Official Closing Price. When using the market quotations or close prices provided by the pricing service and when the market is considered active, the security will be classified as a Level 1 security. Sometimes, when the market is considered inactive, an equity security (such as some ADRs owned by the International Fund, Israel Common Values Fund and Emerging Markets Fund) owned by the Funds will be valued by the pricing service at an evaluated bid, with inputs such as the underlying securities price, the exchange rate for the currency and the ADR factor. When this happens, the security will generally be classified as a Level 2 security. When market quotations are not readily available, when the Advisor or Sub-Advisor determines that the market quotation or the price provided by the pricing service does not accurately reflect the current fair value, or when restricted or illiquid securities are being valued, such securities are valued as determined in good faith by the Advisor or Sub-Advisor, in conformity with guidelines adopted by and subject to review by the Board. These securities will generally be categorized as Level 3 securities.

Investments in mutual funds, including money market mutual funds, are generally priced at the ending NAV provided by the service agent of the funds. These securities will be categorized as Level 1 securities.

Timothy Plan Notes to Financial Statements

[71]

Notes to Financial Statements

March 28, 2013 (Unaudited)

Timothy Plan Family of Funds

Fixed income securities such as corporate bonds, restricted corporate bonds, asset-backed securities, mortgage-backed securities, U.S. government securities, U.S. government agency securities and treasury inflation protected securities, when valued using market quotations in an active market, will be categorized as Level 1 securities. However, they may be valued on the basis of prices furnished by a pricing service when the Advisor or Sub-Advisor believes such prices more accurately reflect the fair value of such securities. A pricing service utilizes electronic data processing techniques based on yield spreads relating to securities with similar characteristics to determine prices for normal institutional-size trading units of debt securities without regard to sale or bid prices. These securities will generally be categorized as Level 2 securities. If the Advisor or Sub-Advisor decides that a price provided by the pricing service does not accurately reflect the fair value of the securities, when prices are not readily available from a pricing service, or when restricted or illiquid securities are being valued, securities are valued at fair value as determined in good faith by the Advisor or Sub-Advisor, in conformity with guidelines adopted by and subject to review of the Board. These securities will be categorized as Level 3 securities.

Short-term investments in fixed income securities (those with maturities of less than 60 days when acquired, or which subsequently are within 60 days of maturity) are valued by using the amortized cost method of valuation, which the Board has determined will represent fair value. These securities will be classified as Level 2 securities.

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

The following is a summary of the inputs used to value each Fund’s assets as of March 28, 2013:

Aggressive Growth Fund

Assets	Level 1		Level 2		Level 3		Total
Common Stocks	$	16,449,698	$	-	$	-	$	16,449,698
REITs		379,042		-		-		379,042
Money Market Fund		320,390		-		-		320,390
Total	$	17,149,130	$	-	$	-	$	17,149,130

International Fund

Assets	Level 1		Level 2		Level 3		Total
Common Stocks	$	33,454,928	$	-	$	-	$	33,454,928
Money Market Fund		761,014		-		-		761,014
Total	$	34,215,942	$	-	$	-	$	34,215,942

Large/Mid Cap Growth Fund

Assets	Level 1		Level 2		Level 3		Total
Common Stocks	$	46,944,369	$	-	$	-	$	46,944,369
REITs		1,124,432		-		-		1,124,432
Money Market Fund		1,564,704		-		-		1,564,704
Total	$	49,633,505	$	-	$	-	$	49,633,505

Timothy Plan Notes to Financial Statements

[72]

Notes to Financial Statements

March 28, 2013 (Unaudited)

Timothy Plan Family of Funds

Small Cap Value Fund

Assets	Level 1		Level 2		Level 3		Total
Common Stocks	$	53,551,587	$	-	$	-	$	53,551,587
REITs		5,406,812		-		-		5,406,812
Money Market Fund		2,520,127		-		-		2,520,127
Total	$	61,478,526	$	-	$	-	$	61,478,526

Large/Mid Cap Value Fund

Assets	Level 1		Level 2		Level 3		Total
Common Stocks	$	113,968,376	$	-	$	-	$	113,968,376
Master Limited Partnerships		2,689,444		-		-		2,689,444
REITs		7,945,373		-		-		7,945,373
Money Market Fund		2,526,264		-		-		2,526,264
Total	$	127,129,457	$	-	$	-	$	127,129,457

Fixed Income Fund

Assets	Level 1		Level 2		Level 3		Total
Corporate Bonds	$	-	$	28,416,539	$	-	$	28,416,539
U.S. Government Notes & Bonds		-		25,820,449		-		25,820,449
Government Mortgage-Backed Securities		-		23,514,628		-		23,514,628
Treasury Inflation Protected Securities		-		3,587,998		-		3,587,998
Money Market Fund		5,296,728		-		-		5,296,728
Total	$	5,296,728	$	81,339,614	$	-	$	86,636,342

High Yield Bond Fund

Assets	Level 1		Level 2		Level 3		Total
Corporate Bonds	$	-	$	39,291,168	$	-	$	39,291,168
Money Market Fund		743,911		-		-		743,911
Total	$	743,911	$	39,291,168	$	-	$	40,035,079

Israel Common Values Fund

Assets	Level 1		Level 2		Level 3		Total
Common Stocks	$	8,293,087	$	-	$	-	$	8,293,087
Investment Companies		303,238		-		-		303,238
Money Market Fund		344,510		-		-		344,510
Total	$	8,940,835	$	-	$	-	$	8,940,835

Defensive Strategies Fund

Assets	Level 1		Level 2		Level 3		Total
Common Stocks	$	23,486,861	$	-	$	-	$	23,486,861
REITs		14,005,439		-		-		14,005,439
Exchange Traded Funds		13,276,538		-		-		13,276,538
Government Mortgage-Backed Securities		-		1,502,027		-		1,502,027
Treasury Inflation Protected Securities (TIPS)		-		21,121,250		-		21,121,250
Money Market Fund		4,801,903		-		-		4,801,903
Total	$	55,570,741	$	22,623,277	$	-	$	78,194,018

Timothy Plan Notes to Financial Statements

[73]

Notes to Financial Statements

March 28, 2013 (Unaudited)

Timothy Plan Family of Funds

Strategic Growth Fund

Assets	Level 1		Level 2		Level 3		Total
Mutual Funds	$	39,713,627	$	-	$	-	$	39,713,627
Money Market Fund		237,670		-		-		237,670
Total	$	39,951,297	$	-	$	-	$	39,951,297

Conservative Growth Fund

Assets	Level 1		Level 2		Level 3		Total
Mutual Funds	$	51,636,879	$	-	$	-	$	51,636,879
Money Market Fund		45,853		-		-		45,853
Total	$	51,682,732	$	-	$	-	$	51,682,732

Emerging Markets Fund

Assets	Level 1		Level 2		Level 3		Total
Common Stocks	$	5,801,508	$	-	$	-	$	5,801,508
Preferred Stock		249,814		-		-		249,814
REITs		88,194		-		-		88,194
Money Market Fund		1,508,272		-		-		1,508,272
Total	$	7,647,788	$	-	$	-	$	7,647,788

Refer to the Schedules of Investments for industry classifications.

The Funds did not hold any assets at any time during the reporting period in which significant unobservable inputs were used in determining fair value; therefore, no reconciliation of Level 3 securities is included for this reporting period. The Funds did not hold any derivative instruments during the reporting period. During the six months ended March 28, 2013, there were no transfers into and out of Level 1 and Level 2. The Funds’ policy is to recognize transfers at the end of the reporting period.

Note 3 | Purchases and Sales of Securities

The following is a summary of the cost of purchases and proceeds from the sale of securities, other than short-term investments, for the fiscal six months ended March 28, 2013:

	Purchases				Sales
Fund	U.S. Gov’t Obligations		Other		U.S. Gov’t Obligations		Other
Aggressive Growth	$	-	$	9,134,119	$	-	$	10,249,972
International		-		4,663,805		-		208,225
Large/Mid Cap Growth		-		17,122,624		-		17,287,841
Small Cap Value		-		19,743,798		-		22,621,593
Large/Mid Cap Value		-		6,394,644		-		4,006,714
Fixed Income		5,608,047		5,268,172		1,997,402		1,313,113
High Yield Bond		-		8,599,450		-		-
Israel Common Values		-		1,390,174		-		1,763,534
Defensive Strategies		4,983,240		22,004,117		2,686,408		15,749,320
Strategic Growth		-		4,023,458		-		4,926,930
Conservative Growth		-		5,547,589		-		4,658,139
Emerging Markets*		-		5,877,678		-		147,045

* The Emerging Markets Fund commenced operations on December 3, 2012.

Timothy Plan Notes to Financial Statements

[74]

Notes to Financial Statements

March 28, 2013 (Unaudited)

Timothy Plan Family of Funds

Note 4 | Investment Management Fee and Other Transactions with Affiliates

Timothy Partners, Ltd., (“TPL”) is the investment advisor for the Funds pursuant to an investment advisory agreement (the “Agreement”) that was renewed by the Board on February 22, 2013. TPL supervises the investment of the assets of each Fund in accordance with the objectives, policies and restrictions of the Trust. Under the terms of the Agreement, as amended, TPL receives a fee, accrued daily and paid monthly, at an annual rate of 1.10% of the average daily net assets of the Timothy Plan Emerging Markets Fund; 1.00% of the average daily net assets of the Timothy Plan International Fund and Timothy Plan Israel Common Values Fund; 0.85% of the average daily net assets of the Timothy Plan Aggressive Growth, the Timothy Plan Small Cap Value, the Timothy Plan Large/Mid Cap Growth, and the Timothy Plan Large/Mid Cap Value Funds; 0.60% of the average daily net assets of the Timothy Plan Fixed Income, the Timothy Plan High Yield Bond, and the Timothy Plan Defensive Strategies Funds; and 0.65% of the average daily net assets of the Timothy Plan Conservative Growth and the Timothy Plan Strategic Growth Funds. TPL has voluntarily agreed to reduce the fee it receives from the Timothy Plan Fixed Income Fund to 0.45%. Such voluntary fee reductions/reimbursements may be authorized by TPL at any time, but such action shall not obligate TPL to waive any fees in the near future. Such voluntary fee reductions/reimbursements are not subject to future recoupment. An officer and trustee of the Funds is also an officer and owner of the Advisor.

For the six months ended March 28, 2013, TPL waived and reimbursed the Fund as follows:

Fund	Six Months Ended March 28, 2013
Fixed Income	$	61,906

Gemini Fund Services, LLC (“GFS”) provides administrative, fund accounting, and transfer agency services to the Funds pursuant to agreements with the Trust, for which it receives from each Fund: (i) basis points in decreasing amounts as assets reach certain breakpoints; and (ii) any related out-of-pocket expenses. Fees are billed monthly as follows:

Fund Accounting and Fund Administration Fees:

Fund Complex Base annual fee:

25 basis points (0.25%) on the first $200 million of net assets

15 basis points (0.15%) on the next $200 million of net assets;

8 basis points (0.08%) on the next $600 million of net assets; and

6 basis points (0.06%) on net assets greater than $1 billion.

Transfer agency fees for the Funds are combined with the Fund Accounting and Fund Administration fees under the Trust’s agreement with GFS. Therefore, there is no separate base annual fee per Fund or share class.

An officer of the Trust is also an employee of GFS, and is not paid any fees directly by the Trust for serving in such capacity.

The Timothy Plan Aggressive Growth, Timothy Plan International, Timothy Plan Large/Mid Cap Growth, Timothy Plan Small Cap Value, Timothy Plan Large/Mid Cap Value, Timothy Plan Fixed Income, Timothy Plan High Yield Bond, Timothy Plan Defensive Strategies, Timothy Plan Israel Common Values, and Timothy Plan Emerging Markets Funds have adopted shareholder services plans (the “Plans”) pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. The Plans provide that the Funds will pay TPL or others for expenses that relate to the promotion or distribution of shares. Under the Class A Plan, the Funds will pay TPL a fee at an annual rate of 0.25%, payable monthly, of the average daily net assets attributable to such class of shares. Under the Class C Plan, the Funds will pay TPL a fee at an annual rate of 1.00%, payable monthly, of which, 0.25% may be a service fee and 0.75% may be payable to outside broker/dealers, of the average daily net assets attributable to such class of shares.

The Timothy Plan Conservative Growth and Timothy Plan Strategic Growth Funds have adopted shareholder services plans (the “Plans”) pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. The Plans provide that the Funds will pay TPL or others for expenses that relate to the promotion or distribution of shares. Class A shares of the Funds do not impose a

Timothy Plan Notes to Financial Statements

[75]

Notes to Financial Statements

March 28, 2013 (Unaudited)

Timothy Plan Family of Funds

service fee. Under the Class C Plan, the Funds will pay TPL a fee at an annual rate of 0.75%, payable monthly to outside broker/dealers, of the average daily net assets attributable to such class of shares.

For the six months ended March 28, 2013, the Funds paid TPL under the terms of the Plans as follows:

Fund	12b-1 Fees
	Six Months Ended March 28, 2013
Aggressive Growth		$	27,468
International			45,825
Large/Mid Cap Growth			74,699
Small Cap Value			85,713
Large/Mid Cap Value			180,881
Fixed Income			136,625
High Yield Bond			53,041
Israel Common Values			10,648
Defensive Strategies			163,182
Strategic Growth			25,054
Conservative Growth			33,895
Emerging Markets*			5,170

* The Emerging Markets Fund commenced operations on December 3, 2012.

TPL also serves as the principal underwriter of the Funds’ shares. An officer and trustee of the Funds is also an officer of the principal underwriter. For the six months ended March 28, 2013, TPL received sales charges deducted from the proceeds of sales of Class A capital shares and CDSC fees deducted from the redemption of C capital shares as follows:

Fund	Sales Charges (Class A)			CDSC Fees (Class C)
Aggressive Growth		$	2,461		$	101
International			2,861			52
Large/Mid Cap Growth			5,151			312
Small Cap Value			5,660			131
Large/Mid Cap Value			12,437			1,229
Fixed Income			12,735			1,385
High Yield Bond			11,304			29
Israel Common Values			1,596			-
Defensive Strategies			21,407			4,872
Strategic Growth			5,570			49
Conservative Growth			11,702			820
Emerging Markets Fund*			529			-

* The Emerging Markets Fund commenced operations on December 3, 2012.

Note 5 | Control Ownership

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a Fund creates the presumption of control of the Fund under Section 2(a) 9 of the Investment Company Act of 1940. At March 28, 2013 there were no shareholders with ownership, either directly or indirectly, of more than 25% of the voting securities of a Fund.

Timothy Plan Notes to Financial Statements

[76]

Notes to Financial Statements

March 28, 2013 (Unaudited)

Timothy Plan Family of Funds

Certain Timothy Plan Funds own shares of other Timothy Plan Funds. U.S. Bank, N.A., custodian of the Timothy Plan Funds, holds these shares in omnibus accounts, some of which are controlled by National Financial Services, Inc. The following shows the percentage of each Timothy Plan Fund that is held by U.S. Bank, N.A., as custodian of the Timothy Funds. These accounts can be considered affiliated to the Timothy Plan.

Fund - Class A	% of Fund Owned by Other Timothy Plan Funds
Aggressive Growth		36.86	%
International		43.11	%
Large/Mid Cap Growth		45.58	%
Small Cap Value		15.47	%
Large/Mid Cap Value		22.92	%
Fixed Income		34.75	%
High Yield Bond		39.96	%
Israel Common Values		79.22	%
Defensive Strategies		49.40	%
Emerging Markets		91.43	%

Note 6 | Distributions to Shareholders

The tax character of distributions paid during the fiscal year ended September 30, 2012 and the fiscal year ended September 30, 2011 were as follows:

	Aggressive Growth			International *			Large/Mid Cap Growth			Small Cap Value
Year ended September 30, 2012
Ordinary Income		$	-		$	1,113,188		$	-		$	-
Short-term Capital Gains			-			-			-			-
Long-term Capital Gains			-			-			1,810,584			-
Return of Capital			-			-			-			-
		$	-		$	1,113,188		$	1,810,584		$	-
Year ended September 30, 2011
Ordinary Income		$	-		$	298,149		$	-		$	-
Short-term Capital Gains			-			-			-			-
Long-term Capital Gains			-			-			-			-
Return of Capital			-			-			-			-
		$	-		$	298,149		$	-		$	-
	Large/Mid Cap Value			Fixed Income			High Yield Bond			Israel Common Values
Year ended September 30, 2012
Ordinary Income		$	192,686		$	1,507,322		$	1,738,714		$	-
Short-term Capital Gains			-			-			-			-
Long-term Capital Gains			-			-			-			-
Return of Capital			-			186,818			51,714			-
		$	192,686		$	1,694,140		$	1,790,428		$	-
Year ended September 30, 2011
Ordinary Income		$	276,108		$	1,813,005		$	1,486,556
Short-term Capital Gains			-			-			-
Long-term Capital Gains			-			-			-
Return of Capital			-			-			-
		$	276,108		$	1,813,005		$	1,486,556

Timothy Plan Notes to Financial Statements

[77]

Notes to Financial Statements

March 28, 2013 (Unaudited)

Timothy Plan Family of Funds

	Defensive Strategies			Strategic Growth			Conservative Growth
Year ended September 30, 2012
Ordinary Income		$	199,461		$	-		$	49,894
Short-term Capital Gains			1,018,858			-			-
Long-term Capital Gains			3,161,636			-			-
Return of Capital			227,139			-			-
		$	4,607,094		$	-		$	49,894
Year ended September 30, 2011
Ordinary Income		$	-		$	41,359		$	393,428
Short-term Capital Gains			145,797			-			-
Long-term Capital Gains			-			-			-
Return of Capital			-			-			-
		$	145,797		$	41,359		$	393,428

* The difference between ordinary distributions paid from book and ordinary distributions paid from tax relates to $71,631 and $78,668 of allowable foreign tax credits from fiscal years ended September 30, 2012 and September 30, 2011, respectively, which have been passed through to the Fund’s underlying shareholders.

As of September 30, 2012, the components of distributable earnings on a tax basis were as follows:

	Aggressive Growth				International				Large/Mid Cap Growth				Small Cap Value
Undistributed Ordinary Income		$	-			$	172,441			$	1,244,970			$	62,933
Long-Term Capital Gains			-				-				1,288,687				-
Capital Loss Carry Forward			(831,852	)			(15,647,658	)			-				(2,502,791	)
Post October and Other Losses			(243,524	)			(631,604	)			-				-
Unrealized Appreciation (Depreciation)			1,379,531				2,715,750				2,944,421				5,581,720
		$	304,155			$	(13,391,071	)		$	5,478,078			$	3,141,862
	Large/Mid Cap Value				Fixed Income				High Yield Bond				Israel Common Values
Undistributed Ordinary Income		$	322,463			$	-			$	-			$	-
Long-Term Capital Gains			-				-				-				-
Capital Loss Carry Forward			(11,547,534	)			(324,491	)			(1,603,836	)			-
Post October and Other Losses			-				-				-				(54,920	)
Unrealized Appreciation (Depreciation)			23,106,193				5,037,686				1,233,019				62,041
		$	11,881,122			$	4,713,195			$	(370,817	)		$	7,121
	Defensive Strategies				Strategic Growth				Conservative Growth
Undistributed Ordinary Income		$	-			$	182,207			$	266,215
Long-Term Capital Gains			-				-				-
Capital Loss Carry Forward			-				(8,037,659	)			(3,397,636	)
Post October and Other Losses			-				-				-
Unrealized Appreciation (Depreciation)			6,185,568				(61,844	)			2,669,089
		$	6,185,568			$	(7,917,296	)		$	(462,332	)

Timothy Plan Notes to Financial Statements

[78]

Notes to Financial Statements

March 28, 2013 (Unaudited)

Timothy Plan Family of Funds

Note 7 | Capital Loss Carryforwards

At September 30, 2012, the following capital loss carryforwards are available to offset future capital gains.

	Capital Loss Carry Forward						Year Expiring
Fund	Short-Term			Long-Term
Aggressive Growth Fund		$	831,852		$	-	2017
International Fund		$	498,385		$	-	2015
		$	4,243,183		$	-	2016
		$	8,833,573		$	-	2017
		$	592,985		$	-	2018
		$	844,129		$	-	2019
		$	630,789		$	4,614	Non-Expiring
Small Cap Value Fund		$	2,502,791		$	-	2017
Large/Mid Cap Value Fund		$	106,188		$	-	2016
		$	11,441,346		$	-	2017
Fixed Income Fund		$	324,491		$	-	2017
High Yield Bond Fund		$	1,603,836		$	-	2017
Strategic Growth Fund		$	844,160		$	-	2016
		$	2,564,555		$	-	2017
		$	125,171		$	-	2018
		$	3,833,489		$	-	2019
		$	-		$	670,284	Non-Expiring
Conservative Growth Fund		$	3,397,636		$	-	2019

To the extent these loss carryforwards are used to offset future capital gains, it is probable that the amount, which is offset, will not be distributed to shareholders.

Late year losses incurred after December 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The following Funds incurred and elected to defer such late year losses as follows:

Fund	Late Year Losses
Aggressive Growth	$	243,524
Israel Common Values		46,996

The Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted on December 22, 2010. The Act makes changes to several tax rules impacting the Funds. In general, the provisions of the Act were effective for the Funds fiscal year ending September 30, 2012. Although the Act provides several benefits, including unlimited carryover on future capital losses, there may be greater likelihood that all or a portion of the Funds pre-enactment capital loss carryovers may expire without being utilized due to the fact that post-enactment capital losses get utilized before pre-enactment capital loss carryovers.

Capital losses incurred after October 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The following Funds incurred and elected to defer such capital losses as follows:

Fund	Capital Losses
International	$	631,604
Israel Common Values		7,924

Timothy Plan Notes to Financial Statements

[79]

Notes to Financial Statements

March 28, 2013 (Unaudited)

Timothy Plan Family of Funds

Note 8 | New Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11 related to disclosures about offsetting assets and liabilities. In January 2013, the FASB issued ASU No. 2013-01 which gives additional clarification to ASU 2011-11. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. Management is currently evaluating the impact this amendment may have on the Fund’s financial statements.

Note 9 | Subsequent Events

The Funds are required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Funds are required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has determined that there were no subsequent events to report through the issuance of these financial statements.

Timothy Plan Notes to Financial Statements

[80]

Notes to Financial Statements

March 28, 2013 (Unaudited)

Timothy Plan Family of Funds

Board Annual Approval/Renewals of Advisory and Sub-Advisory Agreements (Unaudited)

Timothy Partners, Ltd; Investment Advisor to all Funds.

The continuance of the Investment Advisory Agreement (the “IA Agreement”) on behalf of each series of the Trust between the Trust and Timothy Partners, Ltd. (“TPL”) was last approved by the Board of Trustees (“the Board”), including a majority of the Trustees who are not interested persons of the Trust or any person who is a party to the Agreement, at an in-person meeting held on February 22, 2013. The Trust’s Board considered the factors described below prior to approving the Agreement. The Trustees, including the Independent Trustees, noted the Advisor’s experience in incorporating and implementing the unique, biblically-based management style that is a stated objective as set forth in the Funds’ prospectus.

To further assist the Board in making its determination as to whether the IA Agreement should be renewed, the Board requested and received the following information: a description of TPL’s business and any personnel changes, a description of the compensation received by TPL from the Funds, information relating to the Advisor’s compliance and operational policies and procedures, and a description of any material legal proceedings or securities enforcement proceedings regarding TPL or its personnel (there were none of either). In addition, the Board requested and received financial statements of TPL for its fiscal year ended December 31, 2012. The Board also received a report from TPL relating to the fees charged by TPL, both as an aggregate and in relation to fees charged by other advisors to similar funds. The materials prepared by TPL were provided to the Board in advance of the meeting. The Board considered the fees charged by TPL in light of the services provided to the Funds by TPL, the unique nature of the Funds and their moral screening requirements, which are maintained by TPL, and TPL’s role as a manager of managers. After full and careful consideration, the Board, with the independent trustees separately concurring, agreed that the fees charged by TPL were fair and reasonable in light of the services provided to the Funds. The Board also discussed the nature, extent and quality of TPL’s services to the Funds. In particular, the Board noted with approval TPL’s commitment to maintaining certain targeted expense ratios for the Funds, its efforts in providing comprehensive and consistent moral screens to the investment managers, its efforts in maintaining appropriate oversight of the investment managers to each Fund, and its efforts to maintain ongoing regulatory compliance for the Funds. The Board also discussed TPL’s current fee structure and whether such structure would allow the Funds to realize economies of scale as they grow. The Board next considered the investment performance of each Fund and the Advisor’s performance in monitoring the investment managers of the underlying funds. The Board generally approved of each Fund’s performance, noting that the Funds invested in a manner that did not rely exclusively on investment performance. Further, the Board noted with approval that the investment managers of each Fund did not succumb to “style drift” in their management of each Fund’s assets, and that each Fund was committed to maintain its investment mandate, even if that meant under performance during periods when that style was out of favor. The Board noted with approval the Advisor’s ongoing efforts to maintain such consistent investment discipline. The Board also noted with approval that the Advisor’s business was devoted exclusively to serving the Funds, and that the Advisor did not realize any ancillary benefits or profits deriving from its relationship with the Funds. The Board further noted with approval the Advisor’s past activities on monitoring the performance of the underlying Funds’ various investment managers and the promptness and efficiency with which problems were brought to the Board’s attention and responsible remedies offered and executed. After careful discussion and consideration, the Board, including the separate concurrence of the independent Trustees, unanimously cast an affirmative vote, and determined that the renewal of the IA Agreement for another one-year period would be in the best interests of the Funds’ shareholders. In approving the renewal of the IA Agreement for an additional one year period, the Board did not place specific emphasis on any one factor discussed above, but considered all factors in equal light. Further, the Board had available and availed itself of the assistance of legal counsel at all times during its consideration of the IA Agreement renewal.

Barrow, Hanley, Mewhinney & Strauss; Sub-Advisor for the Fixed Income, High Yield Bond, and Defensive Strategies TIPS sleeve.

The Sub-Advisory Agreement between the Trust, TPL and Barrow, Hanley, Mewhinney & Strauss (“BHM&S”), on behalf of the Timothy Plan Fixed Income, High Yield Bond and Defensive Strategies TIPS sleeve Funds, was last renewed by the Board at a meeting held for that purpose, among others, on February 22, 2013. The Board considered the following factors in arriving at its conclusions to renew the BHM&S Sub-Advisory Agreement for an additional year. First, the Board considered the fees charged by

Timothy Plan Notes to Financial Statements

[81]

Notes to Financial Statements

March 28, 2013 (Unaudited)

Timothy Plan Family of Funds

BHM&S in light of the services provided by BHM&S. After full and careful consideration, the Board, with the independent trustees separately concurring, agreed that the fees charged by BHM&S and paid out of the fees received by TPL were fair and reasonable in light of the services provided by BHM&S. In reaching that determination, the Board relied on reports describing the fees paid to BHM&S and comparing those fees against fees paid to other investment advisors operating under similar circumstances. Next, the Board discussed the nature, extent and quality of BHM&S’s services to each Fund, including the investment performance of the Funds under BHM&S’s investment management. The Board generally approved of BHM&S’s performance, noting that the Funds managed by BHM&S invested in a manner that did not rely exclusively on investment performance. Further, the Board noted with approval that BHM&S did not succumb to “style drift” in its management of each Fund’s assets, and that BHM&S was committed to maintain its investment mandate, even if that meant under performance during periods when that style was out of favor. The Board noted with approval BHM&S’s ongoing efforts to maintain such consistent investment discipline. Next, the Board considered whether BHM&S’s current fee structure would allow the Funds to realize economies of scale as they grow. The Board decided that this particular factor was moot with respect to the BHM&S Sub-Advisory Agreement because BHM&S was paid out of the fees paid to TPL. After careful discussion and consideration, the Board, including the independent Trustees separately concurring, unanimously determined that the renewal of the BHM&S Sub-Advisory Agreement for another one-year period would be in the best interests of the Funds’ shareholders. In approving the renewal of the BHM&S Sub-Advisory Agreement for an additional one year period, the Board did not place specific emphasis on any one factor discussed above, but considered all factors in equal light. Further, the Board had available and availed itself of the assistance of legal counsel at all times during its consideration of the BHM&S Sub-Advisory Agreement renewal.

Westwood Management Corporation; Sub-Advisor to the Large/Mid Cap Value and the Small Cap Value Funds.

The Sub-Advisory Agreement between the Trust, TPL and Westwood Management Corporation (“Westwood”), on behalf of the Timothy Plan Small Cap Value and Large/Mid Cap Value Funds, was last renewed by the Board at a meeting held for that purpose, among others, on February 22, 2013. The Board considered the following factors in arriving at its conclusions to renew the Westwood Sub-Advisory Agreement for an additional year. First, the Board considered the fees charged by Westwood in light of the services provided by Westwood. After full and careful consideration, the Board, with the independent trustees separately concurring, agreed that the fees charged by Westwood and paid out of the fees received by TPL were fair and reasonable in light of the services provided by Westwood. In reaching that determination, the Board relied on reports describing the fees paid to Westwood and comparing those fees against fees paid to other investment advisors operating under similar circumstances. Next, the Board discussed the nature, extent and quality of Westwood’s services to each Fund, including the investment performance of the Funds under Westwood’s investment management. The Board generally approved of Westwood’s performance, noting that the Funds managed by Westwood invested in a manner that did not rely exclusively on investment performance. Further, the Board noted with approval that Westwood did not succumb to “style drift” in its management of each Fund’s assets, and that Westwood was committed to maintain its investment mandate, even if that meant under performance during periods when that style was out of favor. The Board noted with approval Westwood’s ongoing efforts to maintain such consistent investment discipline. Next, the Board considered whether Westwood’s current fee structure would allow the Funds to realize economies of scale as they grow. The Board decided that this particular factor was moot with respect to the Westwood Sub-Advisory Agreement because Westwood was paid out of the fees paid to TPL. After careful discussion and consideration, the Board, including the independent Trustees separately concurring, unanimously determined that the renewal of the Westwood Sub-Advisory Agreement for another one-year period would be in the best interests of the Funds’ shareholders. In approving the renewal of the Westwood Sub-Advisory Agreement for an additional one year period, the Board did not place specific emphasis on any one factor discussed above, but considered all factors in equal light. Further, the Board had available and availed itself of the assistance of legal counsel at all times during its consideration of the Westwood Sub-Advisory Agreement renewal.

Chartwell Investment Partners; Sub-Advisor to the Aggressive Growth and Large/Mid Cap Growth Funds.

The Sub-Advisory Agreement between the Trust, TPL and Chartwell Investment Partners (“Chartwell”), on behalf of the Timothy Plan Aggressive Growth and Large/Mid Cap Growth Funds, was last renewed by the Board at a meeting held for that purpose, among others, on February 22, 2013. The Board considered the following factors in arriving at its conclusions to renew the Chartwell Sub-Advisory Agreement for an additional year. First, the Board considered the fees charged by Chartwell in light of

Timothy Plan Notes to Financial Statements

[82]

Notes to Financial Statements

March 28, 2013 (Unaudited)

Timothy Plan Family of Funds

the services provided by Chartwell. After full and careful consideration, the Board, with the independent trustees separately concurring, agreed that the fees charged by Chartwell and paid out of the fees received by TPL were fair and reasonable in light of the services provided by Chartwell. In reaching that determination, the Board relied on reports describing the fees paid to Chartwell and comparing those fees against fees paid to other investment advisors operating under similar circumstances. Next, the Board discussed the nature, extent and quality of Chartwell’s services to each Fund, including the investment performance of the Funds under Chartwell’s investment management. The Board generally approved of Chartwell’s performance, noting that the Funds managed by Chartwell invested in a manner that did not rely exclusively on investment performance. Further, the Board noted with approval that Chartwell did not succumb to “style drift” in its management of each Fund’s assets, and that Chartwell was committed to maintain its investment mandate, even if that meant under performance during periods when that style was out of favor. The Board noted with approval Chartwell’s ongoing efforts to maintain such consistent investment discipline. Next, the Board considered whether Chartwell’s current fee structure would allow the Funds to realize economies of scale as they grow. The Board decided that this particular factor was moot with respect to the Chartwell Sub-Advisory Agreement because Chartwell was paid out of the fees paid to TPL. After careful discussion and consideration, the Board, including the independent Trustees separately concurring, unanimously determined that the renewal of the Chartwell Sub-Advisory Agreement for another one-year period would be in the best interests of the Funds’ shareholders. In approving the renewal of the Chartwell Sub-Advisory Agreement for an additional one year period, the Board did not place specific emphasis on any one factor discussed above, but considered all factors in equal light. Further, the Board had available and availed itself of the assistance of legal counsel at all times during its consideration of the Chartwell Sub-Advisory Agreement renewal.

Eagle Global Advisors; Sub-Advisor to the International Fund and Israel Common Values Fund.

The Sub-Advisory Agreement between the Trust, TPL and Eagle Global Advisors (“Eagle”), on behalf of the Timothy Plan International Fund and Israel Common Values Fund, was last renewed by the Board at a meeting held for that purpose, among others, on February 22, 2013. The Board considered the following factors in arriving at its conclusions to renew the Eagle Sub-Advisory Agreement for an additional year. First, the Board considered the fees charged by Eagle in light of the services provided by Eagle. After full and careful consideration, the Board, with the independent trustees separately concurring, agreed that the fees charged by Eagle and paid out of the fees received by TPL were fair and reasonable in light of the services provided by Eagle. In reaching that determination, the Board relied on reports describing the fees paid to Eagle and comparing those fees against fees paid to other investment advisors operating under similar circumstances. Next, the Board discussed the nature, extent and quality of Eagle’s services to the Funds, including the investment performance of the Funds under Eagle’s investment management. The Board generally approved of Eagle’s performance, noting that the Funds managed by Eagle invested in a manner that did not rely exclusively on investment performance. Further, the Board noted with approval that Eagle did not succumb to “style drift” in its management of the Funds’ assets, and that Eagle was committed to maintain its investment mandate, even if that meant under performance during periods when that style was out of favor. The Board noted with approval Eagle’s ongoing efforts to maintain such consistent investment discipline. Next, the Board considered whether Eagle’s current fee structure would allow the Funds to realize economies of scale as they grow. The Board decided that this particular factor was moot with respect to the Eagle Sub-Advisory Agreement because Eagle was paid out of the fees paid to TPL. After careful discussion and consideration, the Board, including the independent Trustees separately concurring, unanimously determined that the renewal of the Eagle Sub-Advisory Agreement for another one-year period would be in the best interests of the Funds’ shareholders. In approving the renewal of the Eagle Sub-Advisory Agreement for an additional one year period, the Board did not place specific emphasis on any one factor discussed above, but considered all factors in equal light. Further, the Board had available and availed itself of the assistance of legal counsel at all times during its consideration of the Eagle Sub-Advisory Agreement renewal.

Brandes Investment Partners; Sub-Advisor to the Emerging Markets Fund.

The Sub-Advisory Agreement between the Trust, TPL and Brandes Investment Partners (“Brandes”), on behalf of the Timothy Plan Emerging Market Fund, was initially approved by the Board at a meeting held for that purpose, among others, on November 18, 2012. The Board considered the following factors in arriving at its conclusions to approve the Brandes Sub-Advisory Agreement. First, the Board considered the fees charged by Brandes in light of the services to be provided by

Timothy Plan Notes to Financial Statements

[83]

Notes to Financial Statements

March 28, 2013 (Unaudited)

Timothy Plan Family of Funds

Brandes. After full and careful consideration, the Board, with the independent trustees separately concurring, agreed that the fees to be charged by Brandes and paid out of the fees received by TPL were fair and reasonable in light of the services provided by Brandes. In reaching that determination, the Board relied on reports describing the fees paid to Brandes and comparing those fees against fees paid to other investment advisors operating under similar circumstances. Next, the Board discussed the nature, extent and quality of Brande’s proposed services to the Fund, including the investment performance of other Brnades accounts with similar investment mandates. The Board generally approved of Brandes’ performance, noting that the Fund invested in a manner that did not rely exclusively on investment performance. Further, the Board noted with approval that Brandes did not appear to succumb to “style drift” in its management of its client’s assets, and that Brandes was committed to maintain its investment mandate, even if that meant under performance during periods when that style was out of favor. The Board noted with approval Brandes’ ongoing efforts to maintain such consistent investment discipline. Next, the Board considered whether Brandes’ current fee structure would allow the Fund to realize economies of scale as it grows. The Board decided that this particular factor was moot with respect to the Eagle Sub-Advisory Agreement because Brandes was paid out of the fees paid to TPL. After careful discussion and consideration, the Board, including the independent Trustees separately concurring, unanimously determined that the approval of the Brandes Sub-Advisory Agreement would be in the best interests of the Fund’s shareholders. In approving the Brandes Sub-Advisory Agreement, the Board did not place specific emphasis on any one factor discussed above, but considered all factors in equal light. Further, the Board had available and availed itself of the assistance of legal counsel at all times during its consideration of the Brandes Sub-Advisory Agreement.

Delaware Management Company; Sub-Advisor to the Defensive Strategies Fund REITs sleeve.

The Sub-Advisory Agreement between the Trust, TPL and Delaware Management Company (“Delaware”), on behalf of the Timothy Plan Defensive Strategies Fund REITs sleeve, was last renewed by the Board at a meeting held for that purpose, among others, on February 22, 2013. The Board considered the following factors in arriving at its conclusions to renew the Delaware Sub-Advisory Agreement for an additional year. First, the Board considered the fees charged by Delaware in light of the services provided by Delaware. After full and careful consideration, the Board, with the independent trustees separately concurring, agreed that the fees charged by Delaware and paid out of the fees received by TPL were fair and reasonable in light of the services provided by Delaware. In reaching that determination, the Board relied on reports describing the fees paid to Delaware and comparing those fees against fees paid to other investment advisors operating under similar circumstances. Next, the Board discussed the nature, extent and quality of Delaware’s services to the Fund, including the investment performance of the Fund under Delaware’s investment management. The Board generally approved of Delaware’s performance, noting that the Fund managed by Delaware invested in a manner that did not rely exclusively on investment performance. Further, the Board noted with approval that Delaware did not succumb to “style drift” in its management of the Fund’s assets, and that Delaware was committed to maintain its investment mandate, even if that meant under performance during periods when that style was out of favor. The Board noted with approval Delaware’s ongoing efforts to maintain such consistent investment discipline. Next, the Board considered whether Delaware’s current fee structure would allow the Fund to realize economies of scale as it grows. The Board decided that this particular factor was moot with respect to the Delaware Sub-Advisory Agreement because Delaware was paid out of the fees paid to TPL. After careful discussion and consideration, the Board, including the independent Trustees separately concurring, unanimously determined that the renewal of the Delaware Sub-Advisory Agreement for another one-year period would be in the best interests of the Fund’s shareholders. In approving the renewal of the Delaware Sub-Advisory Agreement for an additional one year period, the Board did not place specific emphasis on any one factor discussed above, but considered all factors in equal light. Further, the Board had available and availed itself of the assistance of legal counsel at all times during its consideration of the Delaware Sub-Advisory Agreement renewal.

Timothy Plan Notes to Financial Statements

[84]

Expense Examples �� (UNAUDITED)

March 28, 2013

As a shareholder of a Fund, you incur two types of costs: direct costs, such as wire fees and low balance fees; and indirect costs, including management fees, and other Fund operating expenses. This example is intended to help you understand your indirect costs, also referred to as “ongoing costs”, (in dollars) of investing in each Fund, and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period of October 1, 2012, through March 28, 2013.

Actual Expenses

The first line of the following tables provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested at the beginning of the period, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the tables provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare ongoing costs of investing in each Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any direct costs, such as wire fees or low balance fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these direct costs were included, your costs would be higher.

AGGRESSIVE GROWTH FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	10/1/2012			3/28/2013			10/1/2012 through 3/28/2013
Actual - Class A *		$	1,000.00		$	1,121.00		$	10.40
Hypothetical - Class A **		$	1,000.00		$	1,014.71		$	9.88
Actual - Class C *		$	1,000.00		$	1,118.20		$	14.28
Hypothetical - Class C **		$	1,000.00		$	1,011.03		$	13.56

* Expenses are equal to the Fund’s annualized expense ratio of 2.00% for Class A and 2.75% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 179 days/365 days (to reflect the partial year period). The Aggressive Growth Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 12.10% for Class A and 11.82% for Class C for the six-month period of October 1, 2012, to March 28, 2013.

** Assumes a 5% return before expenses.

INTERNATIONAL FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	10/1/2012			3/28/2013			10/1/2012 through 3/28/2013
Actual - Class A *		$	1,000.00		$	1,100.10		$	9.68
Hypothetical - Class A **		$	1,000.00		$	1,015.30		$	9.29
Actual - Class C *		$	1,000.00		$	1,095.10		$	13.51
Hypothetical - Class C **		$	1,000.00		$	1,011.62		$	12.97

* Expenses are equal to the Fund’s annualized expense ratio of 1.88% for Class A and 2.63% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 179 days/365 days (to reflect the partial year period). The International Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 10.01% for Class A and 9.51% for Class C for the six-month period of October 1, 2012, to March 28 2013.

** Assumes a 5% return before expenses.

[85]

Expense Examples – (UNAUDITED)(Continued)

March 28, 2013

LARGE/MID CAP GROWTH FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	10/1/2012			3/28/2013			10/1/2012 through 3/28/2013
Actual - Class A *		$	1,000.00		$	1,104.20		$	8.72
Hypothetical - Class A **		$	1,000.00		$	1,016.23		$	8.36
Actual - Class C *		$	1,000.00		$	1,101.00		$	12.57
Hypothetical - Class C **		$	1,000.00		$	1,012.55		$	12.04

* Expenses are equal to the Fund’s annualized expense ratio of 1.69% for Class A and 2.44% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 179 days/365 days (to reflect the partial year period). The Large/Mid Cap Growth Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 10.42% for Class A and 10.10% for Class C for the six-month period of October 1, 2012, to March 28, 2013.

** Assumes a 5% return before expenses.

SMALL CAP VALUE FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	10/1/2012			3/28/2013			10/1/2012 through 3/28/2013
Actual - Class A *		$	1,000.00		$	1,195.70		$	8.72
Hypothetical - Class A **		$	1,000.00		$	1,016.58		$	8.01
Actual - Class C *		$	1,000.00		$	1,192.40		$	12.74
Hypothetical - Class C **		$	1,000.00		$	1,012.90		$	11.70

* Expenses are equal to the Fund’s annualized expense ratio of 1.62% for Class A and 2.37% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 179 days/365 days (to reflect the partial year period). The Small Cap Value Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 19.57% for Class A and 19.24% for Class C for the six-month period of October 1, 2012, to March 28, 2013.

** Assumes a 5% return before expenses.

LARGE/MID CAP VALUE FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	10/1/2012			3/28/2013			10/1/2012 through 3/28/2013
Actual - Class A *		$	1,000.00		$	1,144.30		$	8.36
Hypothetical - Class A **		$	1,000.00		$	1,016.72		$	7.86
Actual - Class C *		$	1,000.00		$	1,140.90		$	12.28
Hypothetical - Class C **		$	1,000.00		$	1,013.04		$	11.55

* Expenses are equal to the Fund’s annualized expense ratio of 1.59% for Class A and 2.34% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 179 days/365 days (to reflect the partial year period). The Large/Mid Cap Value Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 14.43% for Class A and 14.09% for Class C for the six-month period of October 1, 2012, to March 28, 2013.

** Assumes a 5% return before expenses.

[86]

Expense Examples – (UNAUDITED)(Continued)

March 28, 2013

FIXED INCOME FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	10/1/2012			3/28/2013			10/1/2012 through 3/28/2013
Actual - Class A *		$	1,000.00		$	995.10		$	5.92
Hypothetical - Class A **		$	1,000.00		$	1,018.59		$	5.99
Actual - Class C *		$	1,000.00		$	992.10		$	9.57
Hypothetical - Class C **		$	1,000.00		$	1,014.91		$	9.68

* Expenses are equal to the Fund’s annualized expense ratio of 1.21% for Class A and 1.96% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 179 days/365 days (to reflect the partial year period). The Fixed Income Fund’s ending account value on the first line of each share class in the table is based on its actual total return of (0.49)% for Class A and (0.79)% for Class C for the six-month period of October 1, 2012, to March 28 2013.

** Assumes a 5% return before expenses.

HIGH YIELD BOND FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	10/1/2012			3/28/2013			10/1/2012 through 3/28/2013
Actual - Class A *		$	1,000.00		$	1,050.60		$	7.00
Hypothetical - Class A **		$	1,000.00		$	1,017.56		$	6.89
Actual - Class C *		$	1,000.00		$	1,045.50		$	10.67
Hypothetical - Class C **		$	1,000.00		$	1,013.95		$	10.51

* Expenses are equal to the Fund’s annualized expense ratio of 1.40% for Class A and 2.14% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 179 days/365 days (to reflect the partial year period). The High Yield Bond Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 5.06% for Class A and 4.55% for Class C for the six-month period of October 1, 2012, to March 28, 2013.

** Assumes a 5% return before expenses.

DEFENSIVE STRATEGIES FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	10/1/2012			3/28/2013			10/1/2012 through 3/28/2013
Actual - Class A *		$	1,000.00		$	982.80		$	6.66
Hypothetical - Class A **		$	1,000.00		$	1,017.80		$	6.78
Actual - Class C *		$	1,000.00		$	979.10		$	10.29
Hypothetical - Class C **		$	1,000.00		$	1,014.12		$	10.47

* Expenses are equal to the Fund’s annualized expense ratio of 1.37% for Class A and 2.12% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 179 days/365 days (to reflect the partial year period). The Defensive Strategies Fund’s ending account value on the first line of each share class in the table is based on its actual total return of (1.72)% for Class A and (2.09)% for Class C for the period of October 1, 2012, to March 28 2013.

** Assumes a 5% return before expenses.

[87]

Expense Examples – (UNAUDITED)(Continued)

March 28, 2013

STRATEGIC GROWTH FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	10/1/2012			3/28/2013			10/1/2012 through 3/28/2013
Actual - Class A *		$	1,000.00		$	1,080.40		$	6.17
Hypothetical - Class A **		$	1,000.00		$	1,018.59		$	5.99
Actual - Class C *		$	1,000.00		$	1,077.10		$	9.98
Hypothetical - Class C **		$	1,000.00		$	1,014.91		$	9.68

* Expenses are equal to the Fund’s annualized expense ratio of 1.21% for Class A and 1.96% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 179 days/365 days (to reflect the partial year period). The Strategic Growth Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 8.04% for Class A and 7.71% for Class C for the six-month period of October 1, 2012, to March 28, 2013.

** Assumes a 5% return before expenses.

CONSERVATIVE GROWTH FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	10/1/2012			3/28/2013			10/1/2012 through 3/28/2013
Actual - Class A *		$	1,000.00		$	1,049.40		$	5.88
Hypothetical - Class A **		$	1,000.00		$	1,018.78		$	5.79
Actual - Class C *		$	1,000.00		$	1,044.20		$	9.62
Hypothetical - Class C **		$	1,000.00		$	1,015.10		$	9.49

* Expenses are equal to the Fund’s annualized expense ratio of 1.17% for Class A and 1.92% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 179 days/365 days (to reflect the partial year period). The Conservative Growth Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 4.94% for Class A and 4.42% for Class C for the six-month period of October 1, 2012, to March 28, 2013.

** Assumes a 5% return before expenses.

ISRAEL COMMON VALUES FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	10/1/2012			3/28/2013			10/1/2012 through 3/28/2013
Actual - Class A *		$	1,000.00		$	1,131.60		$	13.80
Hypothetical - Class A **		$	1,000.00		$	1,011.57		$	13.02
Actual - Class C *		$	1,000.00		$	1,127.70		$	17.69
Hypothetical - Class C **		$	1,000.00		$	1,007.90		$	16.69

* Expenses are equal to the Fund’s annualized expense ratio of 2.64% for Class A and 3.39% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 179 days/365 days (to reflect the partial year period). The Israel Common Values Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 13.16% for Class A and 12.77% for Class C for the six-month period of October 1, 2012, to March 28, 2013.

** Assumes a 5% return before expenses.

[88]

Expense Examples – (UNAUDITED)(Continued)

March 28, 2013

EMERGING MARKETS FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	12/3/2012			3/28/2013			12/3/2012 through 3/28/2013
Actual - Class A *		$	1,000.00		$	1,049.40		$	10.65
Hypothetical - Class A **		$	1,000.00		$	1,018.78		$	5.79
Actual - Class C *		$	1,000.00		$	1,044.20		$	13.12
Hypothetical - Class C **		$	1,000.00		$	1,015.10		$	9.49

* Expenses are equal to the Fund’s annualized expense ratio of 3.27% for Class A and 4.04% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 116 days/365 days (to reflect the partial year period). The Emerging Markets Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 6.00% for Class A and 5.90% for Class C for the period of December 3, 2012, to March 28, 2013.

** Assumes a 5% return before expenses.

[89]

Timothy Plan Family of Funds

Privacy Policy

The following is a description of the Trust’s policies regarding disclosure of nonpublic personal information that you provide to the Fund or that the Fund collects from other sources. In the event that you hold shares of a Fund through a broker-dealer or other financial intermediary, the privacy policy of your financial intermediary would govern how your nonpublic personal information would be shared with nonaffiliated third parties.

CATEGORIES OF INFORMATION THE FUND COLLECTS

The Fund collects the following nonpublic personal information about you:

1.    Information the Fund receives from you on or in applications or other forms, correspondence, or conversations (such as your name, address, phone number, social security number, assets, income and date of birth); and

2.    Information about your transactions with the Fund, its affiliates, or others (such as your account number and balance, payment history, parties to transactions, cost basis information, and other financial information).

CATEGORIES OF INFORMATION THE FUND DISCLOSES

The Fund does not disclose any nonpublic personal information about its current or former shareholders to unaffiliated third parties, except as required or permitted by law. The Fund is permitted by law to disclose all of the information it collects, as described above, to its service providers (such as the Fund’s custodian, administrator and transfer agent) to process your transactions and otherwise provide services to you.

CONFIDENTIALITY AND SECURITY

The Fund restricts access to your nonpublic personal information to those persons who require such information to provide products or services to you. The Fund maintains physical, electronic, and procedural safeguards that comply with federal standards to guard your nonpublic personal information.

Customer Identification Program

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

Disclosures

HOW TO OBTAIN PROXY VOTING INFORMATION

Information regarding how the Funds voted proxies relating to Fund securities during the period ended June 30 as well as a description of the policies and procedures that the Funds use to determine how to vote proxies is available without charge, upon request, by calling 1-800-732-0330 or by referring to the Security and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

HOW TO OBTAIN 1^ST AND 3^RD FISCAL QUARTER PORTFOLIO HOLDINGS

Each Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Form N-Q is available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (1-800-SEC-0330). The information on Form N-Q is available without charge, upon request, by calling 1-800-732-0330.

[90]

BOARD OF TRUSTEES

Arthur D. Ally

Kenneth Blackwell

Joseph E. Boatwright

Rick Copeland

Deborah Honeycutt

Bill Johnson

John C. Mulder

Charles E. Nelson

Scott Preissler

Alan Ross

Mathew D. Staver

Patrice Tsague

OFFICERS

Arthur D. Ally, President

Joseph E. Boatwright, Secretary

INVESTMENT ADVISOR

Timothy Partners, Ltd.

1055 Maitland Center Commons

Maitland, FL 32751

DISTRIBUTOR

Timothy Partners, Ltd.

1055 Maitland Center Commons

Maitland, FL 32751

TRANSFER AGENT

Gemini Fund Services, LLC

17605 Wright St.

Omaha, NE 68130

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen Fund Audit Services, Ltd.

1350 Euclid Ave., Suite 800

Cleveland, OH 44115

LEGAL COUNSEL

David Jones & Assoc., P.C.

422 Fleming St.

Key West, FL 33040

For additional information or a prospectus, please call: 1-800-846-7526 Visit the Timothy Plan web site on the internet at: www.timothyplan.com

This report is submitted for the general information of the shareholders of the Funds. It is not authorized for distribution to prospective investors in the Funds unless preceded or accompanied by an effective Prospectus which includes details regarding the Funds’ objectives, policies, expenses and other information. Distributed by Timothy Partners, Ltd.

HEADQUARTERS

The Timothy Plan

1055 Maitland Center Commons

Maitland, Florida 32751

(800) 846-7526

www.timothyplan.com

invest@timothyplan.com

SHAREHOLDER SERVICES

Gemini Fund Services, LLC

17605 Wright St.

Omaha, NE 68130

(800) 662-0201

Item 2. Code of Ethics. NOT APPLICABLE – disclosed with annual report

Item 3. Audit Committee Financial Expert. NOT APPLICABLE – disclosed with annual report

Item 4. Principal Accountant Fees and Services. NOT APPLICABLE – disclosed with annual report

Item 5. Audit Committee of Listed Companies. NOT APPLICABLE – applies to listed companies only

Item 6. Schedule of Investments. NOT APPLICABLE – schedule filed with Item 1.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds. NOT APPLICABLE – applies to closed-end funds only

Item 8. Portfolio Managers of Closed-End Management Investment Companies. NOT APPLICABLE – applies to closed-end funds only

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. NOT APPLICABLE – applies to closed-end funds only

Item 10. Submission of Matters to a Vote of Security Holders. The registrant has not adopted procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

Item 11. Controls and Procedures.

(a) Based on an evaluation of the registrant’s disclosure controls and procedures within 90 days, the disclosure controls and procedures are reasonably designed to ensure that the information required in filings on Forms N-CSR is recorded, processed, summarized, and reported on a timely basis.

(b) There were no significant changes in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1)	Not Applicable – filed with annual report
(a)(2)	Certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2 under the Investment Company Act of 1940 are filed herewith.
(a)(3)	Not Applicable
(b)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) The Timothy Plan

By	/s/ Arthur D. Ally
	Arthur D. Ally, President
Date	6/5/13

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ Arthur D. Ally
	Arthur D. Ally, President
Date	6/5/13