Timothy Plan US Small Cap Core ETF (TPSC) N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMN-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number                        811-08228                                                                         

Timothy Plan

(Exact name of registrant as specified in charter)

1055 Maitland Center Commons, Maitland, FL 32751

(Address of principal executive offices) (Zip code)

Citi Fund Services Ohio, Inc., 4400 Easton Commons, Suite 200, Columbus, OH 43219-8000

(Name and address of agent for service)

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

Date of fiscal year end:December 31

Date of reporting period:June 30, 2019

Item 1. Reports to Stockholders.

SEMI ANNUAL REPORT

June 30, 2019

	Ticker Symbol
TIMOTHY PLAN U.S. LARGE CAP CORE ETF	TPLC
TIMOTHY PLAN HIGH DIVIDEND STOCK ETF	TPHD

Listed and traded on: The New York Stock Exchange

Table of Contents

Schedule of Portfolio Investments	1
Timothy Plan US Large Cap Core ETF	1
Timothy Plan High Dividend Stock ETF	9
Statements of Assets and Liabilities	12
Statements of Operations	13
Statements of Changes in Net Assets	14
Financial Highlights	15
Notes to Financial Statements	16
Other Information	25
Approval of Investment Advisory and Subadvisory Agreement	27

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission (the “SEC”), paper copies of the Fund’s shareholder reports like this one will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website www.timothyplan.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically or to continue receiving paper copies of shareholder reports, which are available free of charge, by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by following the instructions included with paper Fund documents that have been mailed to you.

Schedule of Portfolio Investments

June 30, 2019

Timothy Plan US Large Cap Core ETF (Unaudited)

SECURITY DESCRIPTION	SHARES		VALUE
Common Stocks (99.9%)
Communication Services (0.2%):
Zayo Group Holdings, Inc.		3,619		119,101
			$	119,101
Consumer Discretionary (9.9%):
Advance Auto Parts, Inc.		987		152,136
AutoZone, Inc.		188		206,700
Booking Holdings, Inc.		94		176,222
BorgWarner, Inc.		3,760		157,845
Bright Horizons Family Solutions, Inc.		2,209		333,272
Burlington Stores, Inc.		987		167,938
CarMax, Inc.		2,491		216,295
Columbia Sportswear Co.		1,645		164,763
Dollar General Corp.		1,786		241,396
Dr Horton, Inc.		3,384		145,952
Five Below		940		112,819
Foot Locker, Inc.		2,350		98,512
Garmin Ltd.		2,209		176,278
Genuine Parts Co.		2,820		292,095
Grand Canyon Education, Inc.		1,363		159,498
Hanesbrands, Inc.		6,157		106,024
Kohl’s Corp.		2,162		102,803
Lear Corp.		1,081		150,551
Leggett & Platt, Inc.		4,465		171,322
Lennar Corp.		3,149		152,601
LKQ Corp.		6,721		178,846
Mohawk Industries, Inc.		940		138,622
NVR, Inc.		47		158,402
Ollie’s Bargain Outlet Holdings, Inc.		1,598		139,202
O’Reilly Automotive, Inc.		564		208,296
Pool Corp.		1,504		287,264
Pultegroup, Inc.		5,687		179,822
Qurate Retail, Inc.		9,212		114,137
Ross Stores, Inc.		2,162		214,297
Service Corp. International		5,546		259,442
Tapestry, Inc.		4,465		141,674
Tractor Supply Co.		1,880		204,544
Yum China Holdings, Inc.		3,102		143,312
			$	5,852,882
Consumer Staples (2.4%):
Costco Wholesale Corp.		940		248,404
Herbalife Nutrition Ltd.		4,183		178,865
Ingredion, Inc.		2,209		182,220

See notes to financial statements.

1

Schedule of Portfolio Investments

June 30, 2019

Timothy Plan US Large Cap Core ETF (Unaudited)

SECURITY DESCRIPTION	SHARES		VALUE
Lamb Weston Holding, Inc.		3,055		193,565
McCormick & Co., Inc.		1,598		247,707
The JM Smucker Co.		1,739		200,315
US Foods Holding Corp.		4,606		164,711
			$	1,415,787
Energy (4.4%):
Anadarko Petroleum Corp.		2,350		165,816
Cabot Oil & Gas Corp.		6,016		138,127
Cimarex Energy Co.		1,927		114,329
ConocoPhillips		2,726		166,286
Continental Resources, Inc.		2,585		108,803
Diamondback Energy, Inc.		1,363		148,526
EOG Resources, Inc.		1,504		140,113
Halliburton Co.		5,076		115,428
HollyFrontier Corp.		2,867		132,685
Marathon Oil Corp.		7,191		102,184
Marathon Petroleum Corp.		2,726		152,329
Occidental Petroleum Corp.		3,055		153,605
ONEOK, Inc.		3,055		210,214
Parsley Energy, Inc.		6,392		121,512
Phillips 66		1,974		184,648
Pioneer Natural Resources Co.		940		144,628
Schlumberger Ltd.		4,136		164,365
Valero Energy Corp.		1,880		160,947
			$	2,624,545
Financials (13.0%):
Aflac, Inc.		5,781		316,857
Arch Capital Group Ltd.		8,836		327,639
Arthur J Gallagher & Co.		4,042		354,039
Assurant, Inc.		2,726		289,992
BOK Financial Corp.		2,679		202,211
Brown & Brown, Inc.		10,528		352,688
CBOE Global Markets, Inc.		2,491		258,142
Commerce Bancshares, Inc.		4,653		277,597
Credit Acceptance Corp.		376		181,920
Cullen/Frost Bankers, Inc.		2,303		215,699
E*TRADE Financial Corp.		3,901		173,985
East West BanCorp, Inc.		3,854		180,252
FactSet Research Systems, Inc.		940		269,366
Fidelity National Financial, Inc.		5,781		232,974
First American Financial Corp.		4,089		219,579
Franklin Resources, Inc.		5,593		194,636
Intercontinental Exchange, Inc.		3,713		319,096

See notes to financial statements.

2

Schedule of Portfolio Investments

June 30, 2019

Timothy Plan US Large Cap Core ETF (Unaudited)

SECURITY DESCRIPTION	SHARES		VALUE
Invesco Ltd.		8,413		172,130
LPL Financial Holdings, Inc.		2,444		199,357
MarketAxess Holdings, Inc.		846		271,922
MSCI, Inc.		893		213,239
New York Community BanCorp, Inc.		17,155		171,207
People’s United Financial, Inc.		14,805		248,428
Popular, Inc.		3,901		211,590
Reinsurance Group of America, Inc.		1,645		256,669
Santander Consumer USA Holdings, Inc.		9,212		220,720
SEI Investments Co.		3,854		216,209
Signature Bank		1,457		176,064
SVB Financial Group		564		126,669
Synovus Financial Corp.		5,170		180,950
Torchmark Corp.		3,055		273,300
WR Berkley Corp.		5,828		384,241
			$	7,689,367
Health Care (9.1%):
ABIOMED, Inc.		376		97,944
Agilent Technologies, Inc.		2,585		193,022
Align Technology, Inc.		376		102,911
Bruker Corp.		4,324		215,984
Centene Corp.		3,337		174,992
Cerner Corp.		3,290		241,157
Charles River Laboratories International, Inc.		1,175		166,733
Edwards Lifesciences Corp.		799		147,607
Encompass Health Corp.		3,572		226,322
Exelixis, Inc.		4,465		95,417
Henry Schein, Inc.		3,431		239,827
Hill-Rom Holdings, Inc.		1,927		201,603
IDEXX Laboratories, Inc.		799		219,988
Illumina, Inc.		376		138,424
Intuitive Surgical, Inc.		282		147,923
IQVIA Holdings, Inc.		1,363		219,307
Jazz Pharmaceuticals PLC		1,175		167,508
Masimo Corp.		1,457		216,831
Mettler-Toledo International		282		236,879
PerkinElmer, Inc.		1,786		172,063
PRA Health Sciences, Inc.		1,551		153,782
Regeneron Pharmaceuticals, Inc.		423		132,399
ResMed, Inc.		1,598		195,004
United Therapeutics Corp.		1,551		121,071
Varian Medical Systems, Inc.		1,504		204,740
Veeva Systems, Inc.		940		152,383
Vertex Pharamaceuticals, Inc.		987		180,996

See notes to financial statements.

3

Schedule of Portfolio Investments

June 30, 2019

Timothy Plan US Large Cap Core ETF (Unaudited)

SECURITY DESCRIPTION	SHARES		VALUE
Waters Corp.		799		171,977
West Pharmaceutical Services, Inc.		1,645		205,872
Zoetis, Inc.		2,209		250,699
			$	5,391,365
Industrials (23.0%):
Allegion PLC		2,679		296,163
Allison Transmission Holding, Inc.		3,995		185,168
AMERCO, Inc.		705		266,878
Ametek, Inc.		2,632		239,091
AO Smith Corp.		3,713		175,105
Arconic, Inc.		6,110		157,760
Carlisle Companies, Inc.		1,692		237,574
Caterpillar, Inc.		1,081		147,329
CH Robinson Worldwide, Inc.		2,726		229,938
Cintas Corp.		1,034		245,358
Copart, Inc.		2,585		193,203
Costar Group, Inc.		376		208,327
CSX Corp.		2,867		221,820
Deere & Co.		1,128		186,921
Donaldson Co., Inc.		3,666		186,453
Dover Corp.		2,350		235,470
Eaton Corp. PLC		2,820		234,850
Emerson Electric Co.		3,102		206,965
Equifax, Inc.		1,551		209,757
Expeditors International of Washington, Inc.		2,867		217,491
Fastenal Co.		6,204		202,189
Flowserve Corp.		3,290		173,350
Fortive Corp.		2,679		218,392
Fortune Brands Home & Security, Inc.		3,478		198,698
General Dynamics Corp.		1,363		247,821
Graco, Inc.		4,371		219,337
Harris Corp.		1,034		195,560
HEICO Corp.		1,833		245,274
Hexcel Corp.		3,243		262,293
Honeywell International, Inc.		1,786		311,817
Hubbell, Inc.		1,504		196,122
Huntington Ingalls Industries, Inc.		893		200,693
IAA, Inc.		3,713		143,990
IDEX Corp.		1,410		242,718
Illinois Tool Works, Inc.		1,363		205,554
J.B. Hunt Transport Services, Inc.		1,974		180,443
Johnson Controls International PLC		6,251		258,229
Kansas City Southern		1,786		217,571
KAR Auction Services, Inc.		3,713		92,825

See notes to financial statements.

4

Schedule of Portfolio Investments

June 30, 2019

Timothy Plan US Large Cap Core ETF (Unaudited)

SECURITY DESCRIPTION	SHARES		VALUE
Knight-Swift Transportation Holdings, Inc.		3,572		117,304
Lennox International, Inc.		893		245,575
Lincoln Electric Holdings, Inc.		2,350		193,452
Masco Corp.		4,559		178,895
Middleby Corp.		1,316		178,581
Nordson Corp.		1,410		199,247
Norfolk Southern Corp.		1,081		215,476
Old Dominion Freight Line, Inc.		1,128		168,365
PACCAR, Inc.		3,149		225,657
Parker Hannifin Corp.		1,081		183,781
Rollins, Inc.		5,734		205,679
Roper Technologies, Inc.		611		223,785
Snap-on, Inc.		1,222		202,412
Spirit Aerosystems Holdings, Inc.		2,350		191,220
Teledyne Technologies, Inc.		893		244,566
Toro Co.		3,619		242,112
TransDigm Group, Inc.		423		204,647
Transunion		2,773		203,843
Union Pacific Corp.		1,222		206,652
United Rentals, Inc.		940		124,672
Verisk Analytics, Inc.		1,974		289,112
WABCO Holdings, Inc.		1,269		168,269
Wabtec Corp.		1,927		138,282
Waste Management, Inc.		3,055		352,455
Woodward, Inc.		1,786		202,104
XPO Logistics, Inc.		1,504		86,946
Xylem, Inc.		2,397		200,485
			$	13,688,071
Information Technology (18.5%):
Advanced Micro Devices, Inc.		2,538		77,079
Alliance Data Systems Corp.		893		125,136
Amphenol Corp.		2,303		220,950
Analog Devices, Inc.		1,598		180,366
ANSYS, Inc.		987		202,157
Arrow Electronics, Inc.		2,491		177,534
Aspen Technology, Inc.		1,410		175,235
Black Knight, Inc.		3,995		240,299
Broadcom, Inc.		423		121,765
Broadridge Financial Solutions		1,645		210,034
Cadence Design Systems, Inc.		2,632		186,372
CDK Global, Inc.		3,713		183,571
CDW Corp.		1,692		187,812
Ciena Corp.		4,042		166,247
Citrix Systems, Inc.		2,961		290,594

See notes to financial statements.

5

Schedule of Portfolio Investments

June 30, 2019

Timothy Plan US Large Cap Core ETF (Unaudited)

SECURITY DESCRIPTION	SHARES		VALUE
Cognex Corp.		2,115		101,478
Cognizant Technology Solutions Corp.		2,914		184,718
Cypress Semiconductor Corp.		9,024		200,693
Dolby Laboratories, Inc.		3,478		224,678
DXC Technology Co.		2,256		124,418
EPAM Systems, Inc.		987		170,850
Euronet Worldwide, Inc.		1,081		181,867
F5 Networks, Inc.		1,128		164,271
Fair Isaac Corp.		658		206,625
Fidelity National Information Services, Inc.		2,303		282,532
Fiserv, Inc.		2,632		239,933
Fleetcor Technologies, Inc.		846		237,599
FLIR Systems, Inc.		3,525		190,703
Fortinet, Inc.		1,410		108,330
Genpact Ltd.		6,956		264,954
Godaddy, Inc.		1,880		131,882
IPG Photonics Corp.		564		86,997
Jack Henry & Associates, Inc.		1,786		239,181
Juniper Networks, Inc.		7,332		195,251
KLA Corp.		1,175		138,885
Lam Research Corp.		705		132,427
Maxim Integrated Products, Inc.		2,961		177,127
Microchip Technology, Inc.		1,457		126,322
Micron Technology, Inc.		2,679		103,383
Monolithic Power Systems, Inc.		987		134,015
National Instruments Corp.		3,572		149,988
NetApp, Inc.		1,880		115,996
NVIDIA Corp.		517		84,907
On Semiconductor Corp.		5,170		104,486
Paychex, Inc.		3,572		293,941
Paycom Software, Inc.		611		138,526
PTC, Inc.		1,598		143,436
RealPage, Inc.		2,397		141,063
Sabre Corp.		8,789		195,116
Seagate Technology PLC		2,773		130,664
Skyworks Solutions, Inc.		1,645		127,109
Synopsys, Inc.		1,692		217,743
TE Connectivity Ltd.		2,585		247,592
Teradyne, Inc.		3,243		155,372
The Trade Desk, Inc.		329		74,940
Total System Services, Inc.		2,256		289,377
Trimble, Inc.		3,901		175,974
Tyler Technologies, Inc.		940		203,059
Universal Display Corp.		517		97,227

See notes to financial statements.

6

Schedule of Portfolio Investments

June 30, 2019

Timothy Plan US Large Cap Core ETF (Unaudited)

SECURITY DESCRIPTION	SHARES		VALUE
VeriSign, Inc.		893		186,780
Western Union Co.		15,275		303,821
Wex, Inc.		940		195,614
Xilinx, Inc.		940		110,845
Zebra Technologies Corp.		564		118,152
			$	11,095,998
Materials (9.7%):
Albemarle Corp.		1,974		138,989
AptarGroup, Inc.		2,491		309,732
Avery Dennison Corp.		1,833		212,041
Ball Corp.		4,277		299,347
Berry Global Group, Inc.		3,666		192,795
Celanese Corp.		1,880		202,664
CF Industries Holdings, Inc.		3,196		149,285
Chemours Co.		3,243		77,832
Crown Holdings, Inc.		3,384		206,762
Eastman Chemical Co.		2,397		186,559
Ecolab, Inc.		1,692		334,069
FMC Corp.		2,491		206,628
Freeport-McMoRan, Inc.		8,366		97,129
International Flavors & Fragrances, Inc.		1,739		252,312
International Paper Co.		3,854		166,955
LyondellBasell Industries N.V., Class A		2,303		198,357
Martin Marietta Materials, Inc.		846		194,673
Nucor Corp.		3,619		199,407
Packaging Corp. of America		1,692		161,281
PPG Industries, Inc.		1,833		213,929
Reliance Steel & Aluminum Co.		2,632		249,040
RPM International, Inc.		3,854		235,518
Sherwin-Williams Co.		517		236,936
Sonoco Products Co.		4,606		300,957
Steel Dynamics, Inc.		5,076		153,295
The Mosaic Co.		5,781		144,698
Vulcan Materials Co.		1,222		167,793
Westlake Chemical Corp.		1,974		137,114
Westrock Co.		4,230		154,268
			$	5,780,365
Utilities (9.7%):
AES Corp.		12,643		211,897
Alliant Energy Corp.		6,815		334,480
American Electric Power Co., Inc.		3,995		351,600
American Water Works Co., Inc.		2,961		343,476
Atmos Energy Corp.		3,008		317,525

See notes to financial statements.

7

Schedule of Portfolio Investments

June 30, 2019

Timothy Plan US Large Cap Core ETF (Unaudited)

SECURITY DESCRIPTION	SHARES		VALUE
CMS Energy Corp.		5,922		342,943
Consolidated Edison, Inc.		3,572		313,193
Dominion Energy, Inc.		4,136		319,796
DTE Energy Co.		2,679		342,591
Evergy, Inc.		5,687		342,073
Eversource Energy		4,700		356,072
NextEra Energy, Inc.		1,739		356,252
OGE Energy Corp.		7,661		326,052
Pinnacle West Capital Corp.		3,290		309,556
PPL Corp.		8,507		263,802
Public Service Enterprise Group, Inc.		5,123		301,335
UGI Corp.		5,123		273,619
WEC Energy Group		4,230		352,654
			$	5,758,916
Total Common Stocks (Cost $58,174,055)			$	59,416,397
Total Investments (Cost $58,174,055) — 99.9%			$	59,416,397
Other assets in excess of liabilities — 0.1%			$	73,657
NET ASSETS - 100.00%			$	59,490,054

Percentages indicated are based on net assets as of June 30, 2019.

See notes to financial statements.

8

Schedule of Portfolio Investments

June 30, 2019

Timothy Plan High Dividend Stock ETF (Unaudited)

SECURITY DESCRIPTION	SHARES		VALUE
Common Stocks (99.7%)
Consumer Discretionary (5.6%):
Foot Locker, Inc.		6,251		262,042
Garmin Ltd.		5,781		461,324
Genuine Parts Co.		7,426		769,185
Hanesbrands, Inc.		16,403		282,460
Kohl’s Corp.		5,687		270,417
Lear Corp.		2,914		405,833
Leggett & Platt, Inc.		11,797		452,651
Tapestry, Inc.		11,797		374,318
			$	3,278,230
Consumer Staples (1.7%):
Ingredion, Inc.		5,781		476,875
The JM Smucker Co.		4,606		530,565
			$	1,007,440
Energy (6.5%):
Anadarko Petroleum Corp.		6,204		437,754
Halliburton Co.		13,489		306,740
HollyFrontier Corp.		7,520		348,026
Marathon Petroleum Corp.		7,238		404,459
Occidental Petroleum Corp.		8,084		406,464
ONEOK, Inc.		8,037		553,025
Phillips 66		5,264		492,395
Schlumberger Ltd.		10,951		435,193
Valero Energy Corp.		4,982		426,509
			$	3,810,565
Financials (17.3%):
Aflac, Inc.		15,369		842,375
Arthur J Gallagher & Co.		10,716		938,614
Assurant, Inc.		7,191		764,979
BOK Financial Corp.		7,144		539,229
Cullen/Frost Bankers, Inc.		6,157		576,665
East West BanCorp, Inc.		10,105		472,611
Fidelity National Financial, Inc.		15,322		617,477
First American Financial Corp.		10,763		577,973
Franklin Resources, Inc.		14,899		518,485
Invesco Ltd.		22,372		457,731
New York Community BanCorp, Inc.		45,496		454,050
People’s United Financial, Inc.		39,292		659,319
Popular, Inc.		10,293		558,292
Santander Consumer USA Holdings, Inc.		24,487		586,709
Synovus Financial Corp.		13,818		483,630

See notes to financial statements.

9

Schedule of Portfolio Investments

June 30, 2019

Timothy Plan High Dividend Stock ETF (Unaudited)

SECURITY DESCRIPTION	SHARES		VALUE
WR Berkley Corp.		15,463		1,019,475
			$	10,067,614
Health Care (1.0%):
Encompass Health Corp.		9,353		592,606
Industrials (18.3%):
Caterpillar, Inc.		2,914		397,149
CH Robinson Worldwide, Inc.		7,238		610,525
Deere & Co.		2,961		490,667
Dover Corp.		6,157		616,932
Eaton Corp. PLC		7,473		622,351
Emerson Electric Co.		8,272		551,908
Fastenal Co.		16,356		533,042
General Dynamics Corp.		3,525		640,916
Honeywell International, Inc.		4,700		820,573
Hubbell, Inc.		3,995		520,948
IAA, Inc.		9,729		377,291
Illinois Tool Works, Inc.		3,666		552,869
Johnson Controls International PLC		16,638		687,316
KAR Auction Services, Inc.		9,729		243,225
Lincoln Electric Holdings, Inc.		6,204		510,713
PACCAR, Inc.		8,319		596,140
Snap-on, Inc.		3,243		537,171
Union Pacific Corp.		3,243		548,424
Waste Management, Inc.		8,037		927,228
			$	10,785,388
Information Technology (11.7%):
Analog Devices, Inc.		4,230		477,440
Broadcom, Inc.		1,175		338,236
Cypress Semiconductor Corp.		24,017		534,137
Juniper Networks, Inc.		19,458		518,167
KLA Corp.		3,102		366,656
Lam Research Corp.		1,833		344,311
Maxim Integrated Products, Inc.		7,802		466,716
National Instruments Corp.		9,400		394,706
NetApp, Inc.		4,935		304,490
Paychex, Inc.		9,400		773,526
Sabre Corp.		23,359		518,570
Seagate Technology PLC		7,332		345,483
TE Connectivity Ltd.		6,862		657,242
Western Union Co.		40,561		806,758
			$	6,846,438

See notes to financial statements.

10

Schedule of Portfolio Investments

June 30, 2019

Timothy Plan High Dividend Stock ETF (Unaudited)

SECURITY DESCRIPTION	SHARES		VALUE
Materials (13.1%):
Avery Dennison Corp.		4,888		565,444
Celanese Corp.		4,935		531,993
CF Industries Holdings, Inc.		8,460		395,167
Chemours Co.		8,601		206,424
Eastman Chemical Co.		6,392		497,489
International Flavors & Fragrances, Inc.		4,653		675,103
International Paper Co.		10,105		437,749
LyondellBasell Industries N.V., Class A		6,016		518,158
Nucor Corp.		9,541		525,709
Packaging Corp. of America		4,512		430,084
Reliance Steel & Aluminum Co.		6,909		653,729
RPM International, Inc.		10,152		620,389
Sonoco Products Co.		12,079		789,242
Steel Dynamics, Inc.		13,489		407,368
Westrock Co.		11,186		407,953
			$	7,662,001
Utilities (24.5%):
AES Corp.		33,417		560,069
Alliant Energy Corp.		18,048		885,796
American Electric Power Co., Inc.		10,528		926,569
Atmos Energy Corp.		8,037		848,386
CMS Energy Corp.		15,792		914,515
Consolidated Edison, Inc.		9,447		828,313
Dominion Energy, Inc.		10,857		839,463
DTE Energy Co.		7,050		901,554
Evergy, Inc.		15,087		907,483
Eversource Energy		12,549		950,712
NextEra Energy, Inc.		4,653		953,214
OGE Energy Corp.		20,351		866,139
Pinnacle West Capital Corp.		8,695		818,113
PPL Corp.		22,607		701,043
Public Service Enterprise Group, Inc.		13,630		801,717
UGI Corp.		13,583		725,468
WEC Energy Group		11,186		932,576
			$	14,361,130
Total Common Stocks (Cost $58,124,618)			$	58,411,412
Total Investments (Cost $58,124,618) — 99.7%			$	58,411,412
Other assets in excess of liabilities — 0.3%			$	164,974
NET ASSETS - 100.00%			$	58,576,386

Percentages indicated are based on net assets as of June 30, 2019.

See notes to financial statements.

11

	Statements of Assets and Liabilities
	June 30, 2019
Timothy Plan	(Unaudited)

	Timothy Plan US Large Cap Core ETF		Timothy Plan High Dividend Stock ETF
ASSETS:
Investments, at value (Cost $58,174,055 and $58,124,618)	$	59,416,397	$	58,411,412
Cash and cash equivalents		45,180		75,396
Interest and dividends receivable		52,353		113,469
Total Assets		59,513,930		58,600,277
LIABILITIES:
Accrued expenses and other payables:
Investment advisory fees		23,876		23,891
Total Liabilities		23,876		23,891
NET ASSETS:
Capital		58,186,491		58,175,059
Total distributable earnings/(loss)		1,303,563		401,327
Net Assets	$	59,490,054	$	58,576,386
Shares Outstanding (unlimited shares authorized, no par value):		2,350,000		2,350,000
Net asset value:	$	25.31	$	24.93

See notes to financial statements.

12

	Statements of Operations
	For the Period Ended June 30, 2019(a)
Timothy Plan	(Unaudited)

	Timothy Plan US Large Cap Core ETF			Timothy Plan High Dividend Stock ETF
Investment Income:
Dividend income	$	175,667		$	353,458
Interest income		55			98
Foreign tax withholding		(105	)		(296	)
Total Income		175,617			353,260
Expenses:
Investment advisory fees		43,219			44,588
Total Expenses		43,219			44,588
Net Investment Income (Loss)		132,398			308,672
Realized/Unrealized Gains (Losses) from Investment Transactions:
Net realized gains (losses) from in-kind transactions		—			(35,568	)
Net change in unrealized appreciation/depreciation on investments		1,242,342			286,794
Net realized/unrealized gains on investments		1,242,342			251,226
Change in net assets resulting from operations	$	1,374,740		$	559,898

Amounts designated as ‘‘—’’ are $0 or have been rounded to $0.

(a) For the period from the commencement of operations on May 1, 2019 through June 30, 2019.

See notes to financial statements.

13

	Statements of Changes in Net Assets
Timothy Plan

	Timothy Plan US Large Cap Core ETF			Timothy Plan High Dividend Stock ETF
	For the Period May 1, 2019(a) through June 30, 2019			For the Period May 1, 2019(a) through June 30, 2019
	(Unaudited)			(Unaudited)
From Investment Activities:
Operations:
Net investment income (loss)	$	132,398		$	308,672
Net realized gains (losses) from investment transactions		—			(35,568	)
Net change in unrealized appreciation (depreciation) on investments		1,242,342			286,794
Change in net assets resulting from operations		1,374,740			559,898
Distributions to Shareholders:
Distributions		(71,177	)		(158,571	)
Change in net assets resulting from distributions to shareholders		(71,177	)		(158,571	)
Change in net assets resulting from capital transactions		58,186,491			58,175,059
Change in net assets		59,490,054			58,576,386
Net Assets:
Beginning of period		—			—
End of period	$	59,490,054		$	58,576,386
Capital Transactions:
Proceeds from shares issued		58,186,491			61,800,133
Cost of shares redeemed		—			(3,625,074	)
Change in net assets resulting from capital transactions		58,186,491			58,175,059
Share Transactions:
Issued		2,350,000			2,500,000
Redeemed		—			(150,000	)
Change in Shares		2,350,000			2,350,000

Amounts designated as ‘‘—’’ are $0 or have been rounded to $0.

(a) Commencement of operations.

See notes to financial statements.

14

	Financial Highlights
Timothy Plan

	Timothy Plan US Large Cap Core ETF			Timothy Plan High Dividend Stock ETF
	May 1, 2019(a) through June 30, 2019			May 1, 2019(a) through June 30, 2019
Net Asset Value, Beginning of Period	$	25.16		$	25.10
Investment Activities:
Net Investment Income (Loss)(b)		0.07			0.15
Net Realized and Unrealized Gains (Losses) on Investments		0.11			(0.25	)
Total from Investment Activities		0.18			(0.10	)
Distributions to Shareholders:
Net Investment Income		(0.03	)		(0.07	)
Net Realized Gains From Investments		—			—
Total Distributions		(0.03	)		(0.07	)
Net Asset Value, End of Period	$	25.31		$	24.93
Total Return (excludes sales charge)(c)		0.76%			-0.40%
Ratios/Supplemental Data:
Ratio of Expenses to Average Net Assets(d)		0.52%			0.52%
Ratio of Net Investment Income (Loss) to Average Net Assets(d)		1.59%			3.59%
Net Assets, End of Period (000’s)		$59,490			$58,576
Portfolio Turnover(c)		—%			—%

(a) Commencement of operations.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(c) Not annualized for periods less than one year.

(d) Annualized for periods less than one year.

Amounts designated as ‘‘—’’ are 0 or have been rounded to 0.

See notes to financial statements.

15

	Notes to Financial Statements
	June 30, 2019
Timothy Plan	(Unaudited)

1. ORGANIZATION:

The Timothy Plan (the “Trust”) was organized pursuant to a trust agreement dated December 16, 1993 as a Delaware business trust. The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as anopen-end investment company and thus is determined to be an investment company for accounting purposes. The Trust follows the investment company accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 “Financial Services—Investment Companies.” The Trust is comprised of multiple series funds, two of which are exchange-traded funds (“ETFs”), and are authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value. Each ETF is classified as diversified under the 1940 Act.

The accompanying financial statements are those of the Timothy Plan US Large Cap Core ETF (“US Large Cap Core ETF”) and the Timothy Plan High Dividend Stock ETF (“High Dividend Stock ETF”) (individually, a “Fund” and collectively, the “Funds”). The Funds seek to provide investment results that track the performance of an underlying index, before fees and expenses. The underlying index for the US Large Cap Core ETF and the High Dividend Stock ETF is the Victory US Large Cap Volatility Weighted BRI Index and the Victory US Large Cap High Dividend Volatility Weighted BRI Index (individually, an “Index” and collectively, the “Indices”), respectively. The remaining series funds are presented in separate annual reports.

Under the Trust’s organizational documents, its officers and Board of Trustees (the “Board”) are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts with their vendors and others that provide for general indemnifications. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds. However, based on experience, the Funds expect that risk of loss to be remote.

2. SIGNIFICANT ACCOUNTING POLICIES:

Shares of the Funds are listed and traded on the New York Stock Exchange (“NYSE” or the “Exchange”). The Funds’ shares are offered at net asset value (“NAV”) only in aggregations of 50,000 Shares (each a “Creation Unit”). The Funds will issue and redeem Creation Units principally in exchange for a basket of securities included in the respective Fund’s Index (the “Deposit Securities”), together with the deposit of a specified cash payment (the “Cash Component”), plus transaction fees (“Transaction Fees”) as further described below. Shares trade on the Exchange at market prices that may be below, at, or above NAV

Shares of a Fund may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System (“Clearing Process”) of the National Securities Clearing Corporation (“NSCC”) or (ii) a DTC

16

	Notes to Financial Statements
	June 30, 2019
Timothy Plan	(Unaudited)

participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the shares directly from a Fund.

The Funds reserve the right to offer creations and redemptions of Shares for cash. In addition, Shares may be issued in advance of receipt of Deposit Securities subject to various conditions, including a requirement to maintain on deposit with the Trust cash equal to up to 105% of the market value of the missing Deposit Securities. In each instance of such cash creations or redemptions, transaction fees may be imposed and may be higher than the transaction fees associated within-kind creations or redemptions.

Transaction Fees include a fixed fee (“Fixed Fee”) payable to the Custodian (“Citibank N.A.”), which is imposed on each creation and redemption transaction regardless of the number of Creation Units involved in the transaction. Transaction Fees may also include an additional variable charge (“Variable Charge” for purchases and redemptions of Creation Units for cash or involvingcash-in-lieu, to compensate each Fund and its ongoing shareholders for brokerage and market impact expenses relating to Creation Unit transactions. Under certain circumstances, the Transaction Fees may be waived or adjusted. In such cases, the Authorized Participant will reimburse each Fund for, among other things, any difference between the market value at which the securities and/or financial instruments were purchased by each Fund and thecash-in-lieu amount, applicable registration fees, brokerage commissions and certain taxes and other costs and expenses related to the execution of trades resulting from such transaction (up to the maximum amount shown below). In addition, purchasers of Creation Units are responsible for the costs of transferring the Deposit Securities to the account of each Fund. Variable fees received by each Fund are displayed in the Capital Share Transaction section of the Statements of Changes in Net Assets as an increase toPaid-In-Capital.

Investors who use the services of a broker, or other such intermediary may be charged a fee for such services.

The Transaction Fees for each Fund are listed below:

Fund	Fee for In Kind and Cash Purchases and Redemptions			Maximum Additional Variable Charge for Cash Purchases and Redemptions*
US Large Cap Core ETF		$	500		2.00	%
High Dividend Stock ETF		$	500		2.00	%

* As a percentage of the amount invested.

17

	Notes to Financial Statements
	June 30, 2019
Timothy Plan	(Unaudited)

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in accordance with GAAP requires management to make 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 and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Funds follow the specialized accounting and reporting requirements under GAAP that are applicable to investment companies.

Investment Valuation:

The Funds record investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Funds’ investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities or interest rates applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risk associated with entering into those investments.

Portfolio securities listed or traded on securities exchanges, American Depositary Receipts (“ADRs”) and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the NASDAQ Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy. Futures contracts are valued at the settlement price established each day by the board of trade or an exchange on which they are traded. These valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments inopen-end investment companies are valued at net asset value. These valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value in accordance with procedures established by and under

18

	Notes to Financial Statements
	June 30, 2019
Timothy Plan	(Unaudited)

the general supervision and responsibility of the Trust’s Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value.

A summary of the valuations as of June 30, 2019, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed in the Schedules of Portfolio Investments:

Investment Securities	LEVEL 1 — Quoted Prices		LEVEL 2 — Other Significant Observable Input		LEVEL 3 — Other Significant Unobservable Input		Total
US Large Cap Core ETF
Common Stock	$	59,416,397	$	—	$	—	$	59,416,397
Total Investments	$	59,416,397	$	—	$	—	$	59,416,397
High Dividend Stock ETF
Common Stock	$	58,411,412	$	—	$	—	$	58,411,412
Total Investments	$	58,411,412	$	—	$	—	$	58,411,412

Real Estate Investment Trusts (“REITs”):

The Funds may invest in REITs which report information on the source of their distributions annually. REITs are pooled investment vehicles that invest primarily in income-producing real estate or real estate related loans or interests (such as mortgages). Certain distributions received from REITs during the year are recorded as realized gains or return of capital as estimated by the Funds or when such information becomes known.

Investment Companies:

The Funds may invest in portfolios ofopen-end investment companies. These investment companies 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 by the methods established by the board of directors of the underlying funds.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is recognized on an accrual basis and includes, where applicable,

19

	Notes to Financial Statements
	June 30, 2019
Timothy Plan	(Unaudited)

the amortization of premiums or accretion of discounts. Dividend income is recorded on theex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Funds have been provided for in accordance with each investment’s applicable country’s tax rules and rates.

Foreign Currency Translations:

The accounting records of the Funds are maintained in U.S. dollars. Investment securities and other assets and liabilities of a Fund denominated in a foreign currency are translated into U.S. dollars at current exchange rates. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the exchange rates on the date of the transactions. The Funds do not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are disclosed as net change in unrealized appreciation/depreciation on investments and foreign currency translations on the Statements of Operations. Any realized gains or losses from these fluctuations are disclosed as net realized gains or losses from investment transactions and foreign currency translations on the Statements of Operations.

Foreign Taxes:

The Funds may be subject to foreign taxes related to foreign income received (a portion of which may be reclaimable), capital gains on the sale of securities, and certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable regulations and rates that exist in the foreign jurisdictions in which the Funds invest.

Dividends to Shareholders:

Dividends from net investment income, if any, are declared and paid monthly for the Funds. Distributable net realized gains, if any, are declared and distributed at least annually from each Fund.

The amounts of dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these “book/tax” differences are permanent in nature (i.e., that they result from other than timing of recognition - “temporary difference”), such amounts are reclassified within the components of net assets based on their federaltax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by a Fund may be reclassified as an offset to capital on the accompanying Statements of Assets and Liabilities.

20

	Notes to Financial Statements
	June 30, 2019
Timothy Plan	(Unaudited)

Federal Income Taxes:

It is the policy of each Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements.

Management of the Funds has reviewed tax positions, including federal. Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

3. PURCHASES AND SALES OF SECURITIES:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) and in-kind transactions associated with purchases and sales for the period ended June 30, 2019 were as follows:

	Excluding in-kind transactions				Associated with in-kind transactions
Fund	Purchases		Sales		Purchases		Sales
US Large Cap Core ETF	$	21,563	$	—	$	55,636,584	$	—
High Dividend Stock ETF		—		—		59,270,588		3,620,106

For the period ended June 30, 2019, there were no purchases or sales of U.S. Government Securities.

4. FEES AND TRANSACTIONS WITH AFFILIATES AND OTHER PARTIES:

Timothy Partners, Ltd. (“TPL” or the “Advisor”), a Florida limited partnership, serves as the Funds’ investment advisor pursuant to an Investment Advisory Agreement. Subject at all times to the supervision and approval of the Board, the Advisor is responsible for the overall management of the Funds. The Advisor has arranged for distribution, custody, fund administration, transfer agency and all other services necessary for the Funds to operate. The Advisor receives a fee for its services, (the “Management Fee”). From the Management Fee, the Advisor is obligated to pay or arrange for the payment of substantially all expenses of the Funds, including the cost of transfer agency, custody, fund administration and accounting, legal, audit, independent trustees and other services, except for interest expenses, distribution fees or expenses, brokerage expenses, acquired fund fees and expenses, taxes and extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of the Fund’s business. The Advisor’s Management Fee is designed to cause substantially all of the Funds’ expenses to be paid and to compensate

21

	Notes to Financial Statements
	June 30, 2019
Timothy Plan	(Unaudited)

the Advisor for providing services for the Funds. Both US Large Cap Core ETF and High Dividend Stock ETF pay a Management Fee equivalent to 0.52% of the Fund’s average daily net assets, computed daily and paid monthly.

Victory Capital Management, Inc., a New York corporation, serves as the Funds’sub-advisor pursuant to a writtensub-advisory agreement with the Advisor and receives fees from the Advisor for these services.

Citibank, N.A. serves as the Funds’ Custodian and Transfer Agent pursuant to a Global Custodial and Agency Services Agreement with the Trust. Citi Fund Services Ohio, Inc. (“Citi”), an affiliate of Citibank, N.A., serves as the Funds’ administrator and fund accountant pursuant to a Services Agreement with the Trust.

Foreside Fund Services, LLC (“Foreside”) serves as the Funds’ distributor.

Drake Compliance LLC provides compliance services to the Trust.

Certain officers and/or interested trustees of the Funds are also officers and/or employees of the Advisor.

5. INVESTMENT RISKS:

Each Fund may be subject to other risks in addition to these identified risks.

ETF Risk

The NAV of a Fund can fluctuate up or down, and you could lose money investing in a Fund if the prices of the securities owned by the Fund decline. In addition, a Fund may be subject to the following risks: (1) the market price of a Fund’s shares may trade above or below its NAV; (2) an active trading market for a Fund’s shares may not develop or be maintained; or (3) trading of a Fund’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally.

Market Risk

The prices of the securities, particularly the common stocks, in which the Funds invest, may decline for a number of reasons. The price declines of common stocks, in particular, may be steep, sudden, and/or prolonged. Adverse market conditions, sometimes in response to general economic or industry news, may cause the prices of a Fund’s holdings to fall as part of a broad market decline. In addition, certain unanticipated events, such as natural disasters, terrorist attacks, and other geopolitical events, can have a dramatic adverse effect on securities held by a Fund.

22

	Notes to Financial Statements
	June 30, 2019
Timothy Plan	(Unaudited)

Foreign Securities Risk

Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations can involve additional risks relating to political, economic, or regulatory conditions in foreign countries. These risks include fluctuations in foreign currencies; imposition of additional taxes; trading, settlement, custodial and other operational risks; and risk arising from the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign investments more volatile and potentially less liquid than U.S. investments. In addition, foreign markets can perform differently from the U.S. market.

Excluded Security Risk

Because the Index omits Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. Biblically Responsible Investing (“BRI”) may not be successful. Because the Index is reconstituted only at prescribed times during the year, the Fund may temporarily hold securities that do not comply with the BRI screening criteria if the application of the criteria or the nature of a company’s business changes in between these dates.

6. FEDERAL INCOME TAX INFORMATION:

As of June 30, 2019, the tax cost of securities and the breakdown of unrealized appreciation (depreciation) for each Fund was as follows:

Fund	Tax Cost		Tax Unrealized Appreciation		Tax Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
US Large Cap Core ETF	$	58,174,055	$	2,294,846	$	(1,052,504	)	$	1,242,342
High Dividend Stock ETF		58,124,618		1,502,046		(1,215,252	)		286,794

7. RECENT ACCOUNTING PRONOUNCEMENTS:

In August 2018, the FASB issued ASUNo. 2018-13, “Fair Value Measurements” (“ASU2018-13”). This update makes certain removals from, changes to and additions to existing disclosure requirements for fair value measurements. ASU2018-13 does not change fair value measurements already required or permitted by existing standards. ASU2018-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Funds’ early adoption of certain provisions of the ASU2018-13 disclosure requirements are reflected within these financial statements prepared as of June 30, 2019. The adoption of the remaining disclosure requirements within ASU 2018-13 will not materially impact the Funds’ financial statements.

23

	Notes to Financial Statements
	June 30, 2019
Timothy Plan	(Unaudited)

8. SUBSEQUENT EVENTS:

The Funds have evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have a material impact on the Funds’ financial statements.

24

	Other Information
	June 30, 2019
Timothy Plan	(Unaudited)

OTHER INFORMATION

Proxy Voting and FormN-PORT Information

Proxy Voting:

Information regarding the policies and procedures that each Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling800-539-3863. The information is also included in the Funds’ Statement of Additional Information, which is available on the SEC’s website at www.sec.gov.

Information relating to how the Funds voted proxies relating to portfolio securities held during the most recent twelve months ended June 30 is available on the SEC’s website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarters of each fiscal year on Form N- PORT. Forms N- PORT are available on the SEC’s website at www.sec.gov.

Expense Examples

As a shareholder of the Funds, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from May 1, 2019 (commencement of operations) through June 30, 2019.

TheActual Expensefigures in the table below provide information about actual account values and actual expenses. You may use the information below, together with the amount you invested, 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 table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

TheHypothetical Expensefigures in the table below provide 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

25

	Other Information
	June 30, 2019
Timothy Plan	(Unaudited)

use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds.

Please note the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, 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 transactional costs were included, your costs would have been higher.

Fund	Beginning Account Value 5/1/19*		Actual Ending Account Value 6/30/19		Hypothetical Ending Account Value 6/30/19		Actual Expenses Paid During Period 5/1/19 – 6/30/19**		Hypothetical Expenses Paid During Period 1/1/19 – 6/30/19***		Annualized Expense Ratio During Period 5/1/19 – 6/30/19
US Large Cap Core ETF
ETF Shares	$	1,000	$	1,007.60	$	1,022.22	$	0.87	$	2.61		0.52	%
High Dividend Stock ETF
ETF Shares	$	1,000	$	996.00	$	1,022.22	$	0.87	$	2.61		0.52	%

* Commencement of operations

** Expenses are equal to the average account value multiplied by the Fund’s annualized expense ratio multiplied by 61/365 (to reflect the number of days from commencement of operations on May 1, 2019 through June 30, 2019).

*** Expenses are equal to the average account value multiplied by the Fund’s annualized expense ratio multiplied by 181/365 (the number of days in the more recent fiscal half-year divided by the number of days in the fiscal year).

26

	Approval of Investment Advisory and Subadvisory Agreement
	(Unaudited)
Timothy Plan

Board Initial Approval of Advisory andSub-Advisory Agreement(Unaudited)

Timothy Partners,Ltd-Investment Advisory Agreement

The initial approval of the Investment Advisory Agreement (the “IA Agreement”) between the Trust and Timothy Partners, Ltd. (“TPL”), on behalf of the Timothy Plan Large Cap Core ETF, Timothy Plan Small Cap Core ETF, Timothy Plan International ETF, and Timothy Plan High Dividend Stock ETF was 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 anin-person meeting held on February 23, 2018, and ratified again on November 16, 2018. The IA Agreement became effective on or about April 29, 2019. A description of the material factors considered by the Board in approving the IA Agreement are set forth below.

The Trustees, including the Independent Trustees, noted with approval the Advisor’s experience and consistency in incorporating and implementing the unique, biblically-based management style that is a stated objective of all the Funds, as set forth in the Funds’ prospectus.

At the February 23, 2018 Meeting, the Board received and reviewed 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, 2017, and noted that updated financial statements were provided at each Board Meeting. At the November 16, 2018 Meeting, TPL confirmed that there were no material changes to the materials considered at the prior Meeting.

At the February 23, 2018 Meeting, the Board 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 to 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

27

	Approval of Investment Advisory and Subadvisory Agreement
	(Unaudited)
Timothy Plan

Funds. At the November 16, 2018 Meeting, TPL confirmed that there were no material changes to the materials considered at the prior Meeting.

At the February 23, 2018 Meeting, the Board also discussed the nature, extent and quality of TPL’s services to be provided 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 manager 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. Because ETF’s are unique in their structures, and the fees to be charged by TPL were so low, economies of scale were not considered to be a relevant consideration. Because these were to be new Funds without an operating history, past performance was not a consideration. However, the Board noted with approval that the investment managers of each Traditional 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 approval of the IA Agreement for an initialtwo-year period would be in the best interests of the Funds’ shareholders. In approving the IA 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 IA Agreement. All of the considerations discussed above were ratified at the November 16, 2018 Meeting.

28

	Approval of Investment Advisory and Subadvisory Agreement
	(Unaudited)
Timothy Plan

Victory Capital Management,Inc.-Sub-Advisory Agreement

The initial approval of theSub-Investment Advisory Agreement (the“Sub-IA Agreement”) between Timothy Partners, Ltd. (“TPL”) and Victory Capital Management, Inc. (“Victory”), on behalf of the Timothy Plan Large Cap Core ETF, Timothy Plan Small Cap Core ETF, Timothy Plan International ETF, and Timothy Plan High Dividend Stock ETF was 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 anin-person meeting held on November 16, 2018. TheSub-IA Agreement became effective on or about April 29, 2019. A description of the material factors considered by the Board in approving theSub-IA Agreement are set forth below.

The Board considered the following material factors in arriving at its conclusions to approve theSub-IA Agreement. First, the Board considered the fees to be charged by Victory in light of the services provided by Victory to other similar clients. After full and careful consideration, the Board, with the independent trustees separately concurring, agreed that the fees charged by Victory and paid out of the fees received by TPL were fair and reasonable in light of the services provided by Victory. In reaching that determination, the Board relied on reports describing the fees paid to Victory. Next, the Board discussed the nature, extent and quality of Victory’s services to each Fund, including the investment performance of the Funds under Victory’s investment management. Because these were new Funds without an operating history, the Board considered Victory’s performance record for its other clients, noting that the Funds managed by Victory were generally robust. The Board noted with approval the reports of UBS PRIME, TPL, the Trust’s CCO, and TPL’s CCO, stating that Victory was an industry leader in the ETF management space, describing the assistance and guidance provided by Victory during the registration process, describing the assistance and guidance provided by Victory in coordinating the various service providers required for ETF’s, and describing their obvious expertise in ETF operations. Next, the Board considered whether Victory’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 theSub-IA Agreement because Victory 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 theSub-IA Agreement would be in the best interests of the Funds’ shareholders. In approving theSub-IA 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 theSub-IA Agreement consideration.

29

Timothy Plan

1055 Maitland Center Commons

Maitland, Florida 32751

PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS, AND YOU MAY LOSE MONEY. You should consider the fund’s investment objectives, risks, charges, and expenses. This and other important information can be found in the fund’s prospectus. To obtain a copy, visit timothyplan.com or call 800.846.7526. Read the prospectus carefully before investing or sending money. ETFs distributed by Foreside Fund Services, LLC, member FINRA and SIPC. Timothy Partners, Ltd. is not affiliated with Foreside Fund Services, LLC.

Visit our website at	Call Timothy Plan at
etf.timothyplan.com	800.846.7526

Item 2. Code of Ethics.

Not applicable^__ only for annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable^__ only for annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable^__ only for annual reports.

Item 5.    Audit Committee of Listed Registrants.

Not applicable – only for annual reports.

Item 6.  Investments.

(a)  The Schedule of Investments as of the close of the reporting period are included as part of the report to shareholders filed  under Item 1 of the FormN-CSR.

(b)  Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures forClosed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers ofClosed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities byClosed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11. Controls and Procedures.

(a) The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on FormN-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule30a-3(d) under the Act (17 CFR270.30a-3(d)) that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities forClosed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

(a)(1) Not applicable^__ only for annual reports.

(a)(2) Certifications pursuant to Rule30a-2(a) are attached hereto.

(a)(3) Not applicable.

(b) Certifications pursuant to Rule30a-2(b) are furnished 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)Timothy Plan                                                      

By (Signature and Title)     /s/ Arthur D. Ally                                                                             

Arthur D. Ally, Principal Executive Officer and Principal Financial Officer

Date    August 28, 2019

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 (Signature and Title)    /s/ Arthur D. Ally                                                                                          

Arthur D. Ally, Principal Executive Officer and Principal Financial Officer

Date    August 28, 2019