As filed with the Securities and Exchange Commission on January 18, 2005.
File Nos. 333-_______
811-08228
US SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. _____ [ ]
Post-Effective Amendment No. ____ [ ]
TIMOTHY PLAN
------------
(Name of Registrant as Specified in Its Charter)
800-846-7526
------------
(Registrant's Area Code and Telephone Number)
1304 WEST FAIRBANKS AVENUE, WINTER PARK, FL 32789
-------------------------------------------------
(Address of Principal Executive Offices: Number, Street, City, State, Zip)
TERRY COVERT, ESQ.
1304 WEST FAIRBANKS AVENUE, WINTER PARK, FL 32789
-------------------------------------------------
(Name and Address of Agent for Service of Process)
Copies to:
MERRILL STEINER, ESQ.
STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 ONE COMMERCE SQUARE
PHILADELPHIA, PA 19103-7098
DAVID D. JONES, ESQ.
DAVID JONES & ASSOC., P.C.
395 SAWDUST ROAD, # 2148
THE WOODLANDS, TX 77380
Title of Securities being Registered: Class A shares of beneficial interest of
the Timothy Plan Large/Mid-Cap Growth Fund. No filing fee is due because
Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as
amended.
It is proposed that this filing will become effective on February 17, 2005
pursuant to Rule 488.
1
NOAH FUND EQUITY PORTFOLIO
IMPORTANT SHAREHOLDER INFORMATION
Dear Shareholder:
The enclosed materials are for a Special Meeting (the "Meeting") of the
shareholders of the NOAH FUND Equity Portfolio (the "NOAH Fund") a separate
series of The NOAH Investment Group, Inc. ("NOAH"), which will be held at the
offices of Citco Mutual Fund Services, Inc.,("CMFS") NOAH's Administrator, on
Tuesday, March 15, 2005 at 10:00 a.m., Eastern Time. They discuss the proposal
to be voted on at the Meeting and contain your Prospectus/Proxy Statement and
proxy card. A proxy card is, in essence, your ballot to vote on the issue(s)
presented.
This Meeting is very important. The Directors of your Fund unanimously recommend
that you consider and approve an Agreement and Plan of Reorganization (the
"Reorganization Plan") pursuant to which the NOAH Fund would be reorganized into
the Timothy Plan Large/Mid-Cap Growth Fund (the "TIMOTHY Fund"), an existing
series of the Timothy Plan ("TIMOTHY"). If the NOAH Fund shareholders approve
the Reorganization Plan, you will receive shares of the TIMOTHY Fund equal in
value to your shares in the NOAH Fund. You will then no longer be a shareholder
in the NOAH Fund, and you will instead be a shareholder in the TIMOTHY Fund. The
NOAH Fund will cease to exist after the reorganization is complete.
The proposed transaction is intended to be tax-free, which means that you will
not have a taxable gain or loss on the exchange of your shares.
You must sign and return your proxy in order for us to count your vote. If you
fill out and sign your proxy, we will vote it exactly as you have indicated. If
you simply sign and return the proxy card, we will vote in accordance with the
NOAH Board of Directors' recommendations. You may vote by completing and
returning the enclosed proxy card in the envelope provided, or you may vote by
facsimile, at your convenience.
Your vote is important regardless of the number of shares you own. In order to
avoid the added cost of follow-up solicitations and possible adjournments,
please take the time to read the enclosed Prospectus/Proxy Statement and cast
your vote. It is important that your vote be received no later than 5 p.m.
Eastern Time on March 14, 2005.
We appreciate your participation and prompt response in this matter and thank
you for your continued support.
By Order of the Board of Directors
/s/ William L. Van Alen, Jr., Esq.
----------------------------------
WILLIAM L. VAN ALEN, JR., ESQ.
President
The NOAH Investment Group, Inc.
February 17, 2005
2
NOAH FUND EQUITY PORTFOLIO
A SEPARATE SERIES OF
THE NOAH INVESTMENT GROUP, INC.
975 DELCHESTER ROAD
NEWTON, PA 19073
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 15, 2005
- --------------------------------------------------------------------------------
To the Shareholders:
Notice is hereby given that the NOAH Investment Group, Inc. ("NOAH") will hold a
special meeting of the shareholders of the NOAH FUND Equity Portfolio (the "NOAH
Fund") at the offices of Citco Mutual Fund Services, Inc. ("CMFS"),
administrator to NOAH, located at 83 General Warren Blvd., Suite 200, Malvern,
PA 19355, on March 15, 2005, at 10:00 a.m., Eastern Time, as may be adjourned
from time to time (the "Meeting"), for the following purposes:
(1) To approve or disapprove an Agreement and Plan of Reorganization (the
"Reorganization Plan") between the NOAH Fund and the Timothy Plan
Large/Mid-Cap Growth Fund (the "TIMOTHY Fund") that provides for (i) the
acquisition of substantially all of the assets of the NOAH Fund by the
TIMOTHY Fund in exchange for Class A shares of the TIMOTHY Fund, (ii) the
distribution of such shares to the shareholders of the NOAH Fund, and
(iii) the complete liquidation of the NOAH Fund; and
(2) To transact such other business as may properly come before the Meeting.
The matters referred to above are discussed in detail in the prospectus/proxy
statement enclosed with this notice. A copy of the Reorganization Plan is
attached to this prospectus/proxy statement as Exhibit 1 and describes the
proposed transactions in more detail.
NOAH's Board of Directors has fixed the close of business on January 15, 2005 as
the record date for determining shareholders entitled to notice of and to vote
at the Meeting. Each share of the NOAH Fund is entitled to one vote, and a
proportionate fractional vote for each fractional share held with respect to
each proposal. If you have returned a proxy card and are present at the Meeting,
you may change the vote specified in your proxy card at that time. However,
attendance in person at the Meeting, by itself, will not revoke a previously
tendered proxy.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING, BUT IF YOU CANNOT DO SO, THE
BOARD OF DIRECTORS URGES YOU TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED
PROXY CARD IN THE ENCLOSED POSTAGE PAID RETURN ENVELOPE OR BY FACSIMILE. IT IS
VERY IMPORTANT THAT YOU RETURN YOUR SIGNED PROXY CARD PROMPTLY SO THAT A QUORUM
MAY BE ENSURED AND THE COSTS OF FURTHER SOLICITATIONS AVOIDED. YOU MAY REVOKE
YOUR PROXY AT ANY TIME BEFORE IT IS EXERCISED BY EXECUTING AND SUBMITTING A NEW
PROXY CARD WITH A MORE RECENT DATE, BY GIVING WRITTEN NOTICE OF REVOCATION TO
NOAH AT ANY TIME PRIOR TO EXECUTION, OR BY VOTING IN PERSON AT THE MEETING.
REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE VOTE YOUR
SHARES.
By Order of the Board of Directors
/s/ William L. Van Alen, Jr., Esq.
----------------------------------
WILLIAM L. VAN ALEN, JR., ESQ., President
NOAH Investment Group, Inc.
February 17, 2005
3
PROSPECTUS/PROXY STATEMENT
TABLE OF CONTENTS
COVER PAGE ................................................................ 5
SUMMARY ................................................................... 6
What Proposal am I Voting For? ........................................ 6
How Will Shareholder Voting Be Handled? ............................... 6
KEY POINTS ABOUT THE REORGANIZATION ....................................... 9
COMPARISONS OF SOME IMPORTANT FEATURES .................................... 10
Comparison of Principal Investment Objectives, Strategies and Risks ... 10
Comparison of Operating Expenses of the NOAH Fund and the TIMOTHY Fund 12
Comparison of Purchase, Redemption and Exchange Features .............. 14
Comparison of Certain Service Providers ............................... 16
Comparison Investment Advisory Services and Fees ...................... 16
Comparison of Shareholder Servicing & Distribution (12b-1) Plans ...... 19
Calculating Net Asset Value ........................................... 20
Distribution Schedule ................................................. 21
Comparison of Business Structures ..................................... 21
INFORMATION ABOUT THE REORGANIZATION ...................................... 23
Terms of the Reorganization Plan ...................................... 23
Arrangements Between Polestar and TPL ................................. 23
REASONS WHY THE NOAH BOARD APPROVED THE REORGANIZATION .................... 24
CAPITALIZATION ............................................................ 26
VOTING INFORMATION ........................................................ 27
Proxy Solicitation .................................................... 27
Shareholder Voting .................................................... 27
Quorum ................................................................ 27
Voting by Mail or Fax ................................................. 28
Required Vote ......................................................... 28
Shareholder Proposals ................................................. 28
Householding .......................................................... 28
Dissenter' Rights ..................................................... 28
Other Matters to be Voted at the Meeting .............................. 29
Information About the TIMOTHY Fund .................................... 29
Information About the NOAH Fund ....................................... 29
Information About Each Fund ........................................... 29
PRINCIPAL HOLDERS OF SHARES ............................................... 29
4
PROSPECTUS/PROXY STATEMENT
TABLE OF CONTENTS
EXHIBITS TO PROSPECTUS/PROXY STATEMENT
1. Agreement and Plan of Reorganization between the NOAH Investment Group,
Inc, on behalf of the NOAH Fund Equity Portfolio, and the Timothy Plan, on
behalf of the Timothy Plan Large/Mid-Cap Growth Fund (attached)
2. Proxy Card (enclosed)
3. Prospectus of the Timothy Plan Large/Mid-Cap Growth Fund, dated May 1,
2004, as supplemented on August 6, 2004 (enclosed)
4. Annual Report of Timothy Plan Large/Mid-Cap Growth Fund, dated December
31, 2003 (enclosed)
5. Semi-Annual Report of Timothy Plan Large/Mid-Cap Growth Fund, dated June
30, 2004 (enclosed)
5
PROSPECTUS/PROXY STATEMENT
DATED FEBRUARY 15, 2005
ACQUISITION OF THE ASSETS OF
THE NOAH FUND EQUITY PORTFOLIO
(A SERIES OF THE NOAH INVESTMENT GROUP, INC.)
975 DELCHESTER ROAD
NEWTON SQUARE, PA 19355
800-794-6624
BY AND IN EXCHANGE FOR SHARES OF
TIMOTHY PLAN LARGE/MID-CAP GROWTH FUND
(A SERIES OF THE TIMOTHY PLAN)
1304 WEST FAIRBANKS AVENUE
WINTER PARK, FL 32789
800-662-0201
This combined Prospectus/Proxy Statement is furnished to you as a shareholder of
the NOAH Fund Equity Portfolio (the "NOAH Fund"), a separate series of The Noah
Investment Group, Inc., an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). This
Prospectus/Proxy Statement solicits your vote at a special meeting of NOAH Fund
shareholders (the "Meeting") to approve or disapprove an Agreement and Plan of
Reorganization (the "Reorganization Plan"). If NOAH Fund shareholders approve
the Reorganization Plan, substantially all of the assets of the NOAH Fund will
be acquired by the Timothy Plan Large/Mid-Cap Growth Fund (the "TIMOTHY Fund"),
an existing series of the Timothy Plan, also an open-end management investment
company registered under the 1940 Act ("TIMOTHY"), in exchange for Class A
shares of beneficial interest of the TIMOTHY Fund and the assumption by the
TIMOTHY Fund of certain liabilities of the NOAH Fund (the "Reorganization").
The Meeting will be held at the offices of Citco Mutual Fund Services, Inc.,
administrator to both the NOAH Fund and the TIMOTHY Fund, located at 83 General
Warren Blvd., Suite 200, Malvern, PA 19355, on March 15, 2005, at 10:00 a.m.,
Eastern Time, as may be adjourned from time to time. This Prospectus/Proxy
Statement was first sent to NOAH Fund shareholders on or about February 17,
2005.
If NOAH Fund shareholders approve the Reorganization Plan, you will receive
Class A shares of the TIMOTHY Fund of equivalent aggregate net asset value
("NAV") of your Class A shares of the NOAH Fund. After the Reorganization is
complete, the NOAH Fund will be liquidated and dissolved.
Both the NOAH Fund and the TIMOTHY Fund invest primarily in common stocks of
U.S. companies. Each Fund has similar investment objectives, namely to realize
long term capital growth. Both Funds invest in accordance with biblical
principles. Both Funds employ the same transfer agent/administrator.
This Prospectus/Proxy Statement provides information about the proposed
Reorganization and the TIMOTHY Fund that you should know before voting on the
Reorganization Plan. Please read this Prospectus/Proxy Statement and retain it
for future reference. Additional information about the TIMOTHY Fund has been
filed with the Securities and Exchange Commission (the "Commission") and can be
found in the following documents:
6
o The Prospectus of the TIMOTHY Fund, Class A and C shares, dated May 1,
2004, as supplemented on August 6, 2004, which has been filed with the
Commission, is enclosed with and considered a part of this
Prospectus/Proxy Statement;
o The Annual Report to shareholders of the TIMOTHY Fund, dated December 31,
2003, which contains financial and performance information relating to the
TIMOTHY Fund, which has been filed with the Commission, is enclosed with
and considered a part of this Prospectus/Proxy Statement;
o The Semi-Annual Report to shareholders of the TIMOTHY Fund, dated June 30,
2004, which contains financial and performance information relating to the
TIMOTHY Fund, which has been filed with the Commission, is enclosed with
and considered a part of this Prospectus/Proxy Statement;
o A Statement of Additional Information (the "SAI") relating to this
Prospectus/Proxy Statement, dated February 15, 2005, has been filed with
the Commission and is incorporated by reference into and considered part
of this Prospectus/Proxy Statement.
You may request a free copy of any of the documents referred to above without
charge by calling 800-662-0201 or writing to TIMOTHY at 1304 West Fairbanks
Avenue, Winter Park, FL 32789.
The NOAH Fund prospectus, dated March 1, 2004, as supplemented on April 2, 2004,
has been filed with the Commission and is incorporated by reference into and
considered a part of this Prospectus/Proxy Statement. You may request a free
copy of the NOAH Fund prospectus and/or SAI without charge by calling
800-794-6624 or writing to NOAH at 975 Delchester Road, Newton Square, PA 19355.
You may also view or obtain copies of this Prospectus/Proxy Statement, any of
the materials incorporated herein by reference, and additional information
relating to the TIMOTHY Fund and the NOAH Fund from the Commission's web site,
www.sec.gov.
THE COMMISION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON
THE ADEQUACY OF THIS PROSPECTUS/PROXY STATEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
MUTUAL FUND SHARES ARE NOT OBLIGATIONS OF OR GUARANTEED OR ENDORSED BY ANY BANK,
AND THEY ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENTAL AGENCY. AN INVESTMENT IN
TIMOTHY OR IN THE TIMOTHY FUND INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF PRINICPAL.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
7
SUMMARY
This is only a summary of certain information contained in this Prospectus/
Prospectus/Proxy Statement. You should read the more complete information in the
rest of this Prospectus/ Proxy Statement, including the Reorganization Plan
(attached as Exhibit 1 to the Prospectus/ Proxy Statement), and the TIMOTHY Fund
Prospectus and Semi-Annual and Annual Reports included with this Prospectus/
Proxy Statement.
WHAT PROPOSAL AM I VOTING ON?
- -----------------------------
At a meeting held on December 20, 2004, the Board of Directors of NOAH, on
behalf of the NOAH Fund, considered a proposal to reorganize the NOAH Fund into
the TIMOTHY Fund, approved the Reorganization Plan, and voted to recommend that
NOAH Fund shareholders approve the Reorganization Plan. If the NOAH Fund
shareholders approve the Reorganization Plan, it will result in the transfer of
substantially all of the NOAH Fund's assets into the TIMOTHY Fund in exchange
for Class A shares of the TIMOTHY Fund. Your Class A shares of the NOAH Fund
will be exchanged for Class A shares of the TIMOTHY Fund having the same
equivalent aggregate NAV. This means that, although the value of your investment
will remain the same both immediately before and after the Reorganization, the
number of TIMOTHY Fund shares that you receive will likely be different than the
number of NOAH Fund shares you previously held. After shares of the TIMOTHY Fund
are distributed to NOAH Fund shareholders, you will be shareholders of the
TIMOTHY Fund and the NOAH Fund will be liquidated and dissolved. The
above-described transaction is hereafter referred to as the "Reorganization".
The exchange of shares will occur on the closing date of the Reorganization,
which is planned for a few days after the Meeting.
The TIMOTHY Fund has investment objectives, policies and restrictions that are
substantially similar to the NOAH Fund, including significant restrictions
against investing in any company that is involved in the business of alcohol
production, tobacco production or casino gambling, or which is involved, either
directly or indirectly, in abortion or pornography, or promoting anti-family
entertainment or non-traditional married lifestyles. TIMOTHY Partners, Ltd.
("TPL") 1304 West Fairbanks Avenue, Winter Park, FL, currently serves as the
investment adviser to the TIMOTHY Fund, and Rittenhouse Financial Services, Inc.
("Rittenhouse"), One Radnor Place, Radnor, PA, serves as investment sub-adviser
to the TIMOTHY Fund. Neither TPL nor Rittenhouse is affiliated with NOAH, the
NOAH Fund, NOAH Fund's investment adviser, Polestar Management Company
("Polestar") or the investment sub-adviser of the NOAH Fund, Geewax Terker & Co.
Because the proposed transaction would have the effect of converting NOAH Fund
shareholders into TIMOTHY Fund shareholders, NOAH Fund shareholder investments
would be managed by a different investment adviser and sub-investment adviser,
and certain characteristics of the TIMOTHY Fund might be different than those of
the NOAH Fund. For the reasons set forth in the "Reasons for the Reorganization"
section of this Prospectus/Proxy Statement, the Board of Directors of NOAH, on
behalf of the NOAH Fund, has determined that the Reorganization is in the best
interests of the NOAH Fund's shareholders. It further determined that
shareholders of the NOAH Fund would not suffer any dilution in the value of
their holdings as a result of the Reorganization.
It is expected that the Reorganization will not result in any gain or loss for
federal income tax purposes to NOAH Fund shareholders. However, you should
consult with your tax adviser with respect to the consequences of the
Reorganization for state and local taxation. You can find more information about
the tax consequences of the Reorganization in the section of this
Prospectus/Proxy Statement entitled "Information About the Reorganization Plan",
"Terms of the Reorganization"
8
After careful consideration, the NOAH Board of Directors unanimously recommends
that you approve the Reorganization Plan.
HOW WILL SHAREHOLDER VOTING BE HANDLED?
- ---------------------------------------
NOAH Fund shareholders who own shares as of the close of business on January 15,
2005 will be entitled to vote at the Meeting. Each full share owned will be
entitled to one one full vote and fractional shares owned will be entitled to
equal fractional votes. To approve the Reorganization, a majority of shares
outstanding and entitled to vote must vote in favor of the Reorganization Plan.
Please vote by proxy as soon as you receive this Prospectus/Proxy Statement. You
may vote by completing, signing, and mailing your proxy back to NOAH in the
enclosed postage paid return mail envelope, or you may fax your completed and
signed proxy card back to the NOAH Fund's Administrator, Citco Mutual Fund
Services, Inc., at 610-232-1777.
You can revoke your proxy or change your voting instructions at any time until
the vote is taken at the Meeting. You may also vote in person at the Meeting.
For more details about voting, see the "Voting Information" section of this
Prospectus/Proxy Statement.
KEY POINTS ABOUT THE REORGANIZATION
Under the proposed Reorganization, the NOAH Fund's assets and liabilities would
be transferred to the TIMOTHY Fund. TPL will continue to serve as the TIMOTHY
Fund's investment adviser, subject to the direction of TIMOTHY's Board of
Trustees. Rittenhouse will continue to serve as investment sub-adviser to the
TIMOTHY Fund to manage the TIMOTHY Fund on a day-to-day basis, as described in
more detail below. The following points describe certain important aspects of
the new arrangement immediately after the Reorganization takes effect.
o The TIMOTHY Fund has investment objectives, policies and restrictions that
are substantially similar to the NOAH Fund, including significant
restrictions against investing in any company that is involved in the
business of alcohol production, tobacco production or casino gambling, or
which is involved, either directly or indirectly, in abortion or
pornography, or promoting anti-family entertainment or non-traditional
married lifestyles.
o The Reorganization is designed to be tax-free for federal income tax
purposes. Neither NOAH Fund shareholders nor TIMOTHY Fund shareholders are
expected to recognize any gain or loss for federal income tax purposes
from the transactions contemplated by the Reorganization Plan.
o The TIMOTHY Fund has significantly more assets than the NOAH Fund. As a
result, as shareholders of the TIMOTHY Fund, NOAH Fund shareholders will
likely benefit from the economies of scale afforded by the larger fund and
will likely enjoy lower ongoing expenses than the NOAH Fund's.
o The TIMOTHY Fund Distribution Plan provides for payment of substantially
the same fees as the existing NOAH Fund Distribution Plan and is expected
to permit TPL to facilitate the distribution of the TIMOTHY Fund, which
could ultimately result in a larger asset base and lower operating
expenses.
o If shareholders approve the Reorganization, your existing NOAH Fund shares
will be exchanged for an equivalent dollar amount of the TIMOTHY Fund's
shares. Your account registration and account options will remain the same
unless you change them.
9
o NOAH and TIMOTHY both employ the same company, Citco Mutual Fund Services,
Inc. ("CMFS") to provide transfer agency, fund accounting and fund
administrative services. Accordingly, the same people who currently
administer your NOAH Fund shares will administer your TIMOTHY Fund shares.
o TIMOTHY currently offers eleven series (funds), each with its own distinct
investment objectives, strategies and restrictions. Accordingly, as a
TIMOTHY Fund shareholder, you will have the option of exchanging at any
time into Class A shares of other TIMOTHY Funds and will have the
opportunity to gain diversification options within a single fund family,
all the funds of which operate in accordance with Christian moral
screening restrictions similar to those of the NOAH Fund.
COMPARISONS OF SOME IMPORTANT FEATURES
COMPARISON OF PRINCIPAL INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
Summaries of the Principal Investment Objectives, Principal Investment
Strategies and Principal Investment Risks of the NOAH Fund and TIMOTHY Fund
appear below. The NOAH Fund's latest prospectus, dated March 1, 2004, as
supplemented April 2, 2004, and the Timothy Fund's Prospectus, dated May 1,
2004, as supplemented August 6, 2004 are incorporated by reference herein. The
summary below is qualified in its entirety by reference to each Fund's
prospectus.
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CATEGORY NOAH FUND TIMOTHY FUND
- ---------------------------------------------------------------------------------------------------------------------
MORAL "As a matter of fundamental policy, the NOAH FUND "[A]ll the Funds ..... employ a
SCREENING will not invest in any business, or in the zero-tolerance policy against investing in
REQUIREMENT securities of any business, that is engaged, any company that is involved in the business
either directly or through a subsidiary, in the of alcohol production, tobacco production or
alcoholic beverage, tobacco, pornography and/or casino gambling, or which is involved,
gambling industries, nor will the Funds invest in either directly or indirectly, in abortion
any company that is in the business of aborting or pornography, or promoting anti-family
life before birth. In addition, the [NOAH] Fund entertainment or non-traditional married
will not invest in companies that make donations lifestyles...."
to Planned Parenthood or that promote anti-family
entertainment or non-traditional married
lifestyles"
- ---------------------------------------------------------------------------------------------------------------------
INVESTMENT ".....capital growth, consistent with the Long Term Growth of Capital
OBJECTIVE preservation of invested capital (adjusted for
inflation), and current income."
- ---------------------------------------------------------------------------------------------------------------------
10
- ---------------------------------------------------------------------------------------------------------------------
CATEGORY NOAH FUND TIMOTHY FUND
- ---------------------------------------------------------------------------------------------------------------------
PRINCIPAL 1. normally investing at least 80% of the 1. Primarily investing in equity
INVESTMENT Fund's assets (plus any borrowings for securities with market capitalization in
STRATEGIES investment purposes) in a diversified excess of $2 billion;
portfolio of common stocks and other equity 2. Normally investing at least 80% of
securities of companies with any size of the Fund's assets in a portfolio of
market capitalizations securities which includes a broadly
2. holding from 60 to 200 stocks in the diversified number of U.S. equity
Fund's investment portfolio; securities that the Fund's investment
3. maintaining an investment portfolio that manager believes show a high probability
has, on average, a higher price/earnings of superior prospects for above average
ratio and lower yield than the S&P 500(R) Index; growth. The Fund's investment manager
4. investing in companies with strong chooses these securities using a "bottom
fundamentals, increasing sales and earnings, up" approach of extensively analyzing
a conservative balance sheet and reasonable the financial, management, and overall
expectations of continuing earnings economic conditions of each potential
increases; and investment.
5. controlling portfolio turnover to the
extent that it any reduce capital gains.
- ---------------------------------------------------------------------------------------------------------------------
PRINCIPAL 1. General Risks 1. General Risks
INVESTMENT 2. Stock Market Risks 2. Stock Market Risks
RISKS 3. Moral Policy Risk 3. Moral Policy Risk
4. Mid-Size Company Investment Risk 4. Mid-Size Company Investment Risk
5. Small Company Investment Risk 5. Growth Risk
6. Growth Risk
7. Portfolio Turnover Risk
- ---------------------------------------------------------------------------------------------------------------------
MORE INFORMATION ON PRINCIPAL INVESTMENT RISKS
- ----------------------------------------------
Both the TIMOTHY Fund and the NOAH Fund are subject to similar risks. This
section briefly discusses those risks common to and unique to each Fund.
1. General Risk- Both Funds are subject to this type of risk. As with most
other mutual funds, you can lose money by investing in either Fund. Each
Fund's share prices fluctuate from day to day, and when you sell your
shares, they may be worth less than you paid for them.
2. Stock Market Risk- Both Funds are subject to this type of risk. Each Fund
is an equity fund, so it is subject to the risks inherent in the stock
market in general. The stock market is cyclical, with prices generally
rising and falling over periods of time. Some of these price cycles can be
pronounced and last for a long time.
3. Moral Policy Risk- Both Funds are subject to this type of risk. As
described in the above table under the caption, "Moral Screening
Requirement", each Fund is precluded from investing in the securities of
companies that violate its moral screens. Because the Funds do not invest
in such securities, each Fund may be riskier than other funds that invest
in a broader array of securities.
4. Mid-Sized Company Investing Risk- Both Funds are subject to this type of
risk. Investing in smaller companies often involves greater risk than
investing in larger companies. Smaller companies may not have the
management experience, financial resources, product diversification and
competitive strengths of larger companies. The securities of smaller
companies, therefore, tend to be more volatile than the securities of
larger, more established companies. Smaller company stocks tend to be
bought and sold less often and in smaller amounts than larger company
stocks. Because of this, if a Fund wants to sell a large quantity
11
of a small-sized company's stock, it may have to sell at a lower price
than would otherwise be indicated, or it may have to sell in smaller than
desired quantities over an increased time period.
5. Small Company Investing Risk- The NOAH Fund is subject to this risk, but
not the Timothy Fund, because the NOAH Fund may invest in smaller
companies than can the TIMOTHY Fund. Small company investing risk is the
same as mid-size company risk, except to a greater degree. The smaller the
company, the more severe are the risks involved.
6. Growth Risk- Both Funds are subject to this type of risk. Each Fund
invests in companies that appear to be growth-oriented companies. Growth
companies are companies that the Fund's investment manager believes will
have revenue and earnings that grow faster than the economy as a whole,
offering above-average prospects for capital appreciation and little or no
emphasis on dividend income. If the Fund's investment manager's
perceptions of a company's growth potential are wrong, the securities
purchased may not perform as expected, reducing the Fund's return.
7. Portfolio Turnover Risk- The NOAH Fund is subject to this risk, but not
the Timothy Fund, because the NOAH Fund historically has a higher
portfolio turnover ratio than does the TIMOTHY Fund. Although the NOAH
Fund's investment adviser and investment sub-adviser monitor portfolio
turnover to the extent of its effect on capital gains, the NOAH Fund may
still have portfolio turnover rates in excess of 100%, which may cause the
Fund to incur higher brokerage costs or have a lower return.
COMPARISON OF OPERATING EXPENSES OF THE NOAH FUND AND THE TIMOTHY FUND
- ----------------------------------------------------------------------
The following tables show a comparison of the shareholder fees and operating
expenses of Class A shares of the NOAH Fund and Class A shares of the TIMOTHY
Fund, as of the NOAH Fund's fiscal year ended October 31, 2004 and the TIMOTHY
Fund's fiscal year ended December 31, 2003. Expenses for the NOAH Fund reflect
the voluntary expense limitation arrangement in effect at that time, which may
be terminated at any time. Expenses for the TIMOTHY Fund reflect expenses of the
TIMOTHY Fund after after taking into account TPL's contractual commitment to
limit certain TIMOTHY Fund operating expenses in effect at that time.
- --------------------------------------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES NOAH FUND(1) TIMOTHY FUND(1) TIMOTHY FUND(2)
(FEES PAID DIRECTLY FROM YOUR INVESTMENT) (AFTER REORGANIZATION)
- --------------------------------------------------------------------------------------------------------------
Maximum sales charge on purchases
(as percentage of offering price) 5.50% 5.25% 5.25%
- --------------------------------------------------------------------------------------------------------------
Maximum deferred sales charge
(as a percentage of the lesser of original
purchase price or redemption proceeds) None None None
- --------------------------------------------------------------------------------------------------------------
Redemption Fees None None None
- --------------------------------------------------------------------------------------------------------------
Exchange Fees None None None
- --------------------------------------------------------------------------------------------------------------
12
- --------------------------------------------------------------------------------------------------------------
TOTAL ANNUAL OPERATING EXPENSES AS OF NOAH FUND(1) TIMOTHY FUND(1) TIMOTHY FUND(2)
EACH FUND'S LATEST FISCAL YEAR END (AFTER REORGANIZATION)
- --------------------------------------------------------------------------------------------------------------
Management Fees(3) 1.00% 0.85% 0.85%
- --------------------------------------------------------------------------------------------------------------
Service & Distribution (12b-1) Fees(4) 0.25% 0.25% 0.25%
- --------------------------------------------------------------------------------------------------------------
Other Expenses(5) 1.46% 0.52% 0.52%
----- ----- -----
- --------------------------------------------------------------------------------------------------------------
TOTAL ANNUAL OPERATING EXPENSES
(before reimbursement by Advisor) 2.71% 1.62% 1.62%
----- ----- -----
- --------------------------------------------------------------------------------------------------------------
TOTAL ANNUAL OPERATING EXPENSES
(after reimbursement by Advisor)(6) 2.20% 1.60% 1.60%
===== ===== =====
- --------------------------------------------------------------------------------------------------------------
(1) Total Annual Operating Expenses of the NOAH Fund are as of that Fund's
fiscal year ended October 31, 2004. Total Annual Operating Expenses of the
TIMOTHY Fund are as of that Fund's fiscal year ended December 31, 2003.
(2) Projected Expenses are based on anticipated TIMOTHY Fund expenses after
the Reorganization.
(3) Out of the investment advisory fees it received for its services to the
NOAH Fund, Polestar paid fees to Geewax Terker & Co., investment
sub-advisor to the NOAH Fund, of $1, during its fiscal year ended October
31, 2004. Out of the investment advisory fees it received for its services
to the TIMOTHY Fund, TPL paid fees to Rittenhouse, investment sub-advisor
to the Timothy Fund, at a rate equal to 0.35% annually during its fiscal
year ended December 31, 2003.
(4) Each Fund has adopted a servicing and distribution plan (12b-1 Plan) for
its Class A shares. Each 12b-1 Plan provides for a maximum fee of 0.25%
annually to be charged against the Class A share assets for servicing and
distribution purposes. Each Plan has been approved by each respective
Board and ratified by the respective Fund's shareholders.
(5) "Other Expenses" include fees paid to each Fund's transfer agent, fund
accounting agent, administrator, principal underwriter, legal counsel,
auditors and other miscellaneous vendors and regulatory authorities.
(6) Polestar has voluntarily agreed to waive receipt of its fees and/or absorb
certain expenses of the NOAH Fund in order to assist the Fund to maintain
a Total Annual Operating Expense Ratio of not greater than 2.20%.
Polestar's agreement may be terminated at any time. TPL is contractually
obligated to waive receipt of its fees and/or absorb certain expenses of
the TIMOTHY Fund in order to assist the Fund to maintain a Total Annual
Operating Expense Ratio of not greater than 1.60%. TPL's contractual
obligation expires in April, 2005, but may be renewed from year to year.
Any fees waived and/or expenses reimbursed by TPL in a given year may be
recaptured by TPL for a period not to exceed three years thereafter if
they can be recaptured without exceeding the Fund's 1.60% expense cap.
Example. This example is intended to help you compare the cost of investing in
the NOAH Fund and in the TIMOTHY Fund. Your actual costs may be higher or lower.
The example assumes that you invest $10,000 in the NOAH Fund and in the TIMOTHY
Fund after the Reorganization for the time periods indicated. The Example also
assumes that your investment has a 5% return each year and that each Fund's
Total Annual Operating Expenses (after reimbursements) remain the same as
currently shown in the above tables. The 5% return is an assumption and is not
intended to portray past or future investment results. The example does not
include the imposition of any sales charges, since the example is intended to
apply to existing shareholders
13
for time periods after the Reorganization. Based on the above assumptions, you
would pay the following expenses if you redeemed your shares at the end of each
period shown. Those expenses would stay the same even if you did not redeem your
shares.
- --------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
NOAH FUND $223 $688 $1,180 $2,534
- --------------------------------------------------------------------------------
TIMOTHY FUND $163 $505 $871 $1,900
- --------------------------------------------------------------------------------
COMPARISON OF PURCHASE, REDEMPTION AND EXCHANGE FEATURES
- --------------------------------------------------------
The following table highlights purchase, redemption and exchange features of the
NOAH Fund compared to those of the TIMOTHY Fund. The comparison of NOAH Fund and
TIMOTHY Fund features are based on Class A shares of each Fund, as described in
each Fund's respective prospectus. Both the NOAH Fund and TIMOTHY Fund charge
front-end sales loads on purchases of Class A shares. The differences in how
each Fund imposes such charges is also shown below.
YOU SHOULD BE AWARE THAT, SHOULD THE REORGANIZATION BE APPROVED AND TIMOTHY FUND
SHARES BE ISSUED TO YOU, NO SALES CHARGES WILL BE IMPOSED ON THAT TRANSACTION.
The table below is qualified in its entirety by reference to the prospectus of
each Fund.
- ------------------------------------------------------------------------------------------------------------
ITEM NOAH FUND TIMOTHY FUND
- ------------------------------------------------------------------------------------------------------------
CLASS A SHARE SALES CHARGE $0.00 to $49,999----------5.50% $0.00 to $49,999----------5.25%
BREAKPOINTS $50,000 to $99,999--------4.75% $50,000 to $99,999--------4.25%
$100,000 to $249,000------3.75% $100,000 to $249,000------3.25%
$250,000 to $499,999------2.75% $250,000 to $499,999------2.00%
$500,000 to $999,999------2.00% $500,000 to $1,000,000----1.00%
Over $1,000,000-----------1.00% Over $1,000,000------------None
- ------------------------------------------------------------------------------------------------------------
Purchasing by Mail Allowed Allowed
- ------------------------------------------------------------------------------------------------------------
Purchasing by Wire Transfer Allowed Allowed
- ------------------------------------------------------------------------------------------------------------
Purchasing by Telephone Allowed, with Restrictions Allowed, with Restrictions
- ------------------------------------------------------------------------------------------------------------
Purchasing through
Broker/Dealers Allowed Allowed
- ------------------------------------------------------------------------------------------------------------
Purchasing Through
Intermediaries, such as Charles
Schwab, Fidelity Allowed Allowed
- ------------------------------------------------------------------------------------------------------------
Exchanges into other funds of
the complex, without imposition
of additional sales charges NA Allowed
- ------------------------------------------------------------------------------------------------------------
14
- ------------------------------------------------------------------------------------------------------------
ITEM NOAH FUND TIMOTHY FUND
- ------------------------------------------------------------------------------------------------------------
Aggregating Trades to decrease
sales charges Allowed Allowed
- ------------------------------------------------------------------------------------------------------------
Letters of Intent to Purchase
Larger Amounts of Shares Allowed Allowed
- ------------------------------------------------------------------------------------------------------------
Circumstances under which sales For For:
charges are waived
1. purchases by fee-based 1. fee-based registered
registered investment advisors for investment advisers for their
their clients, clients,
2. broker/ dealers with wrap fee 2. broker/dealers with wrap
accounts, fee accounts,
3. registered investment advisors or 3. registered investment
brokers for their own accounts, advisers or brokers for their
own accounts, or family
4. employees and employee related members of their household,
accounts of the Advisor and
Sub-Advisor, 4. trustees, directors,
officers, agents, employees,
5. Fund shareholders who held Fund and employee-related accounts
shares in an account with the Fund of the Trust or any entity
prior to May 1, 2003 and have since which provides services to the
held Fund shares in such account Timothy Plan pursuant to a
continuously, and written agreement for such
services approved by the Board
6. for an organization's qualified of Trustees of the Timothy
retirement plan that places either Plan.
(i) 100 or more participants or
(ii) $300,000 or more of combined For purchasers that qualify
participant initial assets into the for a fee waiver, shares will
Fund, in the aggregate. be purchased at NAV.
For purchasers that qualify for a For purchasers that qualify
fee waiver, shares will be for a fee waiver, shares will
purchased at NAV. be purchased at NAV.
- ------------------------------------------------------------------------------------------------------------
Minimum Investment Amounts REGULAR ACCOUNTS REGULAR ACCOUNTS
Initial Investment------$1,000 Initial Investment-------$1,000
Subsequent Investments $ 50 Subsequent Investments----None
IRA ACCOUNTS IRA ACCOUNTS
Initial Investment------$ 500 Initial Investment--------None
Subsequent Investments $ 50 Subsequent Investments----None
- ------------------------------------------------------------------------------------------------------------
Redemptions by Mail Allowed Allowed
- ------------------------------------------------------------------------------------------------------------
Does the Fund Offer an Yes Yes
Automatic investment Plan
- ------------------------------------------------------------------------------------------------------------
Redemptions by Wire Transfer Allowed Allowed
- ------------------------------------------------------------------------------------------------------------
Redemptions by Telephone Allowed, with Restrictions Allowed, with Restrictions
- ------------------------------------------------------------------------------------------------------------
15
- ------------------------------------------------------------------------------------------------------------
ITEM NOAH FUND TIMOTHY FUND
- ------------------------------------------------------------------------------------------------------------
Redemptions through
Broker/Dealers Allowed Allowed
- ------------------------------------------------------------------------------------------------------------
Redemptions Through
Intermediaries, such as Charles
Schwab, Fidelity Allowed Allowed
- ------------------------------------------------------------------------------------------------------------
Redemption at the Option of the On accounts less than $500, with 30 On accounts less than $1,000,
Fund days notice with 30 days notice
- ------------------------------------------------------------------------------------------------------------
COMPARISON OF CERTAIN SERVICE PROVIDERS
- ---------------------------------------
The primary service providers for the NOAH Fund and the TIMOTHY Fund, other than
their investment advisers and investment sub-advisers, are set forth below:
- ------------------------------------------------------------------------------------------------------------
SERVICE PROVIDER NOAH FUND TIMOTHY FUND
- ------------------------------------------------------------------------------------------------------------
Transfer/Fund Accounting Citco Mutual Fund Services, Citco Mutual Fund Services, Inc.,
Agent Inc., Malvern, PA Malvern, PA
- ------------------------------------------------------------------------------------------------------------
Administrator Citco Mutual Fund Services, Citco Mutual Fund Services, Inc.,
Inc., Malvern, PA Malvern, PA
- ------------------------------------------------------------------------------------------------------------
Custodian Wachovia Bank, Philadelphia, PA US Bank, Cleveland, OH
- ------------------------------------------------------------------------------------------------------------
Principal Underwriter Citco Mutual Fund Distributors, Timothy Partners, Ltd., Winter
Inc., Malvern, PA Park, FL
- ------------------------------------------------------------------------------------------------------------
COMPARISON OF INVESTMENT ADVISORY SERVICES AND FEES
- ---------------------------------------------------
NOAH FUND
- ---------
Polestar has served as the NOAH Fund's investment adviser pursuant to a written
investment advisory agreement (the "Polestar Agreement") since the inception of
the NOAH Fund. Under the terms of the Polestar Agreement, Polestar is
responsible for providing or procuring investment advisory services on behalf of
the NOAH Fund, as well as the general management of the NOAH Fund. Polestar is
obligated to manage the NOAH Fund in accordance with the applicable policies of
NOAH and the NOAH Fund. Consistent with the requirements of the 1940 Act, the
Polestar Agreement provides that Polestar shall not be protected against any
liability to NOAH or its shareholders by reason of willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties, or from
reckless disregard of its obligations or duties thereunder.
The Polestar Agreement is terminable at any time on 60 days' written notice
without penalty by the Directors, by vote of a majority of the outstanding
shares of the NOAH Fund, or by Polestar. The Polestar Agreement also terminates
automatically in the event of any assignment, as defined in the 1940 Act.
Investment Advisory Fees. The NOAH Fund pays Polestar investment advisory fees
which are computed daily and paid monthly at the annual rate of 1.00%
(calculated as a percentage of the NOAH Fund's average daily net assets).
16
Polestar may periodically waive all or a portion of its advisory fee to limit
the NOAH Fund's total operating expenses. For the fiscal year ended October 31,
2004, Polestar received $96,325 in aggregate advisory fees and waived $48,786
pursuant to the expense limitation agreement that was then in effect for the
NOAH Fund.
Manager of Managers Structure. Polestar, with the consent of NOAH's Board of
Directors and approval of the NOAH Fund's shareholders, and subject to the
ongoing supervision and approval of the Board, is permitted to hire, terminate
or replace investment sub-advisers for the NOAH Fund. The purpose of this
"manager of managers" structure is to give Polestar the maximum flexibility with
respect to the management of the NOAH Funds, and to permit Polestar and the
Board of Directors to react to poor investment performance by an investment
sub-adviser or other service issues.
Investment Sub-Advisory Arrangement. Polestar, with the consent of the NOAH
Board and the approval of the NOAH Fund's shareholders, has retained Geewax
Terker & Co., ("GTC") to provide investment sub-advisory services to the NOAH
Fund. The current investment sub-advisory agreement with GTC has provisions for
liability of the sub-adviser, continuation and termination similar to those of
the Polestar Agreement except that the agreement also may be terminated by
Polestar according to the terms of the "manager of managers" structure. GTC is
subject to the supervision and control of Polestar and the Directors.
Investment Sub-Advisory Fees. For its services to the NOAH Fund, Polestar pays
GTC, out of its investment advisory fees and not out of NOAH Fund assets, the
following investment sub-advisory fees for the NOAH Fund which are computed
daily and paid monthly based on a percentage of the average daily net asset
value of the NOAH Fund:
- ---------------------------------------------------------------
ASSET LEVELS ANNUAL FEE
- ---------------------------------------------------------------
$0 to $20 Million $1.00
- ---------------------------------------------------------------
$20 million to $50 million 0.75%
- ---------------------------------------------------------------
$50 million to $100 million 0.50%
- ---------------------------------------------------------------
$100 million and above 0.35%
- ---------------------------------------------------------------
For the fiscal year ending October 31, 2004, Polestar paid GTC $1.00 for its
services as sub-adviser to the NOAH Fund.
Upon consummation of the Reorganization, the current Polestar Agreement and GTC
sub-advisory agreement will terminate.
TIMOTHY FUND
- ------------
TPL has served as the TIMOTHY Fund's investment adviser pursuant to a written
investment advisory agreement (the "TPL Agreement") since the inception of the
TIMOTHY Fund. Under the terms of the TPL Agreement, TPL is responsible for
providing or procuring investment advisory services on behalf of the TIMOTHY
Fund, as well as the general management of the TIMOTHY Fund. TPL is obligated to
manage the TIMOTHY Fund in accordance with the applicable policies of TIMOTHY
and the TIMOTHY Fund. Consistent with the requirements of
17
the 1940 Act, the TPL Agreement provides that TPL shall not be protected against
any liability to TIMOTHY or its shareholders by reason of willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties, or
from reckless disregard of its obligations or duties thereunder.
The TPL Agreement is terminable at any time on 60 days' written notice without
penalty by the Trustees, by vote of a majority of the outstanding shares of the
TIMOTHY Fund, or by TPL. The TPL Agreement also terminates automatically in the
event of any assignment, as defined in the 1940 Act.
TPL, 1304 West Fairbanks Avenue, Winter Park, Florida, 32789, is a Florida
limited partnership organized on December 6, 1993, and is registered with the
Securities and Exchange Commission as an investment adviser. TPL supervises the
investment of the assets of each series of TIMOTHY, including the TIMOTHY Fund,
in accordance with the objectives, policies and restrictions of TIMOTHY. TPL
approves the portfolio of securities selected by the investment sub-advisers to
each series, including the TIMOTHY Fund. TPL has been the adviser to each series
of TIMOTHY, including the TIMOTHY Fund, since each Fund's inception.
No board member or officer of NOAH has any ownership interest in TPL or a
control affiliate of TPL.
There have been no transactions between a director of NOAH and TPL (or an
affiliate of TPL) at any time other than the arrangements between Polestar and
TPL described below in connection with the Reorganization.
Investment Advisory Fees. TIMOTHY pays TPL, for its services to the TIMOTHY
Fund, investment advisory fees which are computed daily and paid monthly at the
annual rate of 0.85% (calculated as a percentage of the TIMOTHY Fund's average
daily net assets). For the fiscal year ended December 31, 2004, TPL received
$________ in gross investment advisory fees for its services to the TIMOTHY Fund
and waived/reimbursed $________.
Manager of Managers Structure. TPL, with the consent of TIMOTHY's Board of
Trustees and approval of the TIMOTHY Fund's shareholders, and subject to the
ongoing supervision and approval of the Board, is permitted to hire, terminate
or replace investment sub-advisers for the TIMOTHY Fund. The purpose of the
"manager of managers" structure is to give TPL the maximum flexibility with
respect to the management of the TIMOTHY Funds, and to permit TPL and the Board
of Trustees to react to poor investment performance by an investment sub-adviser
or other service issues.
Investment Sub-Advisory Arrangement. TPL has retained Rittenhouse Financial
Services, Inc, One Radnor Corporate Center, Radnor, PA 19087 ("Rittenhouse") to
serve as investment sub-adviser for the TIMOTHY Fund. Rittenhouse is a
registered investment adviser and wholly-owned subsidiary of The John Nuveen
Company. Established in 1979, Rittenhouse provides equity, fixed income and
balanced portfolio management to corporations, hospitals, Taft-Hartley plans,
public funds, endowments and foundations, and high-net-worth individuals.
As of December 31, 2004, Rittenhouse managed approximately $_______ billion in
assets for programs such as Merrill Lynch, PaineWebber and Salomon Smith Barney
and accounts such as the Society of the Holy Child Jesus (MD) and the United
Food & Commercial Workers (OH). Rittenhouse is registered with the Commission
under the Investment Advisers Act of 1940, as amended.
18
Rittenhouse's Investment Committee makes firm-wide investment recommendations,
while the Institutional Group is responsible for managing institutional
accounts. William L. Conrad, Managing Director, is responsible for the
day-to-day investing of the Fund's assets.
Mr. William L. Conrad, Managing Director/Institutional Group, joined Rittenhouse
in 1991. He has over 20 years of experience in the investment industry, is a
member of the firm's Investment Committee, and has a B.A. degree in Political
Science/International Relations from Georgetown University in Washington, D.C.
There are no affiliations between Rittenhouse and TPL, between the TIMOTHY Board
and Rittenhouse, and there have been no transactions between TPL (or its
affiliates) or TIMOTHY and the Rittenhouse, other than matters that have been
disclosed herein.
The Investment Sub-Advisory Agreement with Rittenhouse. The current investment
sub-advisory agreement between TPL, TIMOTHY and Rittenhouse (the "Rittenhouse
Agreement"), on behalf of the TIMOTHY Fund, dated October 2, 2000, is
substantially similar to the current investment sub-advisory agreement between
Polestar, NOAH and GTC on behalf of the NOAH Fund, except for the parties to the
agreement and the investment advisory fees to be received by Rittenhouse
thereunder. Under the Rittenhouse Agreement, Rittenhouse, subject to the
supervision of TPL and the TIMOTHY Trustees, will manage the TIMOTHY Fund's
portfolio investments, consistently with its investment objective, and will
execute any of the TIMOTHY Fund's investment policies that it deems appropriate
to utilize from time to time.
The Rittenhouse Agreement has provisions for liability of the investment
sub-adviser, continuation and termination similar to those of the TPL Agreement
except that the agreement also may be terminated by TPL according to the terms
of the "manager of managers" structure of the TIMOTHY Fund. The NOAH Board does
not anticipate that the Rittenhouse Agreement will cause any reduction in the
quality or types of services that would be provided by Rittenhouse to the
TIMOTHY Fund as compared to those currently provided by GTC to the NOAH Fund.
Investment Sub-Advisory Fees. For its services to the TIMOTHY Fund, TPL pays
Rittenhouse, out of its advisory fees and not out of TIMOTHY Fund assets, the
following sub-advisory fees for the TIMOTHY Fund which are computed daily and
paid monthly based on a percentage of the average daily net asset value of the
TIMOTHY Fund:
- ---------------------------------------------------------------
ASSET LEVELS ANNUAL FEE
- ---------------------------------------------------------------
$0 to $50 Million $0.35%
- ---------------------------------------------------------------
Over $50 million 0.25%
- ---------------------------------------------------------------
COMPARISON OF SHAREHOLDER SERVICING & DISTRIBUTION (12B-1) PLANS
- ----------------------------------------------------------------
THE NOAH FUND
- -------------
NOAH has a Distribution Plan (the "NOAH 12b-1 Plan") for Class A shares of the
NOAH Fund. The Distribution Plan provides that the Fund may finance activities
which are primarily intended to result in the sale of Fund shares, including,
but not limited to, advertising, printing and mailing of prospectuses and
reports for prospective shareholders, printing and distribution of sales
literature, and the compensation of persons primarily engaged in the sale and
marketing of the Fund's shares.
19
Pursuant to the Noah 12b-1 Plan, the Fund may pay a fee in an amount or at a
rate not to exceed 0.25% on an annual basis of the average daily net asset value
of shares of the NOAH Fund (the "Plan Fee"). Such Plan Fee is calculated daily
and paid monthly or at such other intervals as the Board shall determine. An
Authorized Service Provider is authorized to pay its affiliates or independent
third party service providers for performing service activities consistent with
the NOAH 12b-1 Plan. All expenses incurred by the NOAH Fund in connection with
the shareholder services agreements and the implementation of the NOAH 12b-1
Plan are borne entirely by the holders of NOAH Fund shares and result in an
equivalent increase to the NOAH Fund's Total Annual Fund Operating Expenses.
Polestar currently receives from the NOAH Fund a distribution fee at the annual
rate of 0.25% of the average net asset value of the shares of the NOAH Fund held
of record by Polestar by such clients.
The NOAH Fund has entered into agreements with several intermediaries, including
but not limited to Charles Schwab & Co. and Fidelity Investments, whereby shares
of the NOAH Fund are available for sale to clients of those selected financial
intermediaries. Polestar passes through to these service providers the Plan Fees
its receives from shares held through these intermediaries, up to a maximum of
0.25% of the average daily net asset value of the shares of the NOAH Fund held
of record by the service provider. These servicing agreements will be terminated
as the result of the reorganization of the NOAH Fund into the TIMOTHY Fund;
however, TIMOTHY, on behalf of each of its series, including the TIMOTHY Fund,
has also entered into similar agreements with these and other shareholder
servicing agents under a Distribution and Shareholder Services (12b-1) Plan for
Class A shares of its series, including the TIMOTHY Fund (the "TIMOTHY 12b-1
Plan"), described below, the TIMOTHY 12b-1 Plan provides continuity of ownership
and services to shareholders.
THE TIMOTHY FUND
- ----------------
TIMOTHY, on behalf of each of its series, including the TIMOTHY Fund, has
adopted the TIMOTHY 12b-1 Plan for Class A shares, pursuant to which each
series, including the TIMOTHY Fund, can pay out of its current assets amounts
needed to secure appropriate distribution-related and/or shareholder services,
not to exceed, in the aggregate, 0.25% of the TIMOTHY Fund's average daily net
assets. Those portions of the Distribution Plan that permit payments for
distribution services are adopted pursuant to Rule 12b-1 under the 1940 Act.
The TIMOTHY 12b-1 Plan provides that the TIMOTHY Fund may bear expenses relating
to the distribution of shares of the TIMOTHY Funds and the provision of
shareholder services. Under the TIMOTHY 12b-1 Plan, the TIMOTHY Fund's
distributor, TPL, may provide those services itself, or may enter into
arrangements under which third parties provide such services and are compensated
by TPL. TPL may retain as profit any difference between the fee it receives and
the amount it pays such third parties. In addition, the TIMOTHY Fund may enter
into such arrangements directly.
Under the TIMOTHY 12b-1 Plan, TPL is entitled to receive aggregate fees for
distribution services and/or shareholder services not exceeding, in the
aggregate, twenty-five basis points (0.25%) of the TIMOTHY Fund's average daily
net assets. Fees paid for distribution services are paid in return for providing
a broad range of distribution services, including: (i) compensation for its
services in connection with distribution assistance; or (ii) a source of
payments to financial institutions and intermediaries such as banks, savings and
loan associations, insurance companies and investment counselors,
broker-dealers, and mutual fund supermarkets as compensation for services or
reimbursement of expenses incurred in connection with distribution assistance.
Fees paid for shareholder services are paid in return for providing a broad
range of shareholder
20
services, including: (i) maintaining accounts relating to shareholders that
invest in shares of the TIMOTHY Fund; (ii) arranging for bank wires; (iii)
responding to shareholder inquiries relating to the services performed by TPL
and/or service providers; (iv) responding to inquiries from shareholders
concerning their investment in shares of the TIMOTHY Fund; (v) assisting
shareholders in changing dividend options, account designations and addresses;
(vi) providing information periodically to shareholders showing their position
in shares of the TIMOTHY Fund; (vii) forwarding shareholder communications from
the TIMOTHY Fund such as proxies, shareholder reports, annual reports, and
dividend distribution and tax notices to shareholders; (viii) processing
purchase, exchange and redemption requests from shareholders and placing orders
with the TIMOTHY Fund or its service providers; and (ix) processing dividend
payments from the TIMOTHY Fund on behalf of shareholders.
CALCULATING NET ASSET VALUE
- ---------------------------
The NOAH Fund and TIMOTHY Fund each calculates its net asset value per share
("NAV") once each business day at the regularly scheduled close of normal
trading on the New York Stock Exchange (normally, 4:00 p.m. Eastern Time).
DISTRIBUTION SCHEDULE
- ---------------------
The TIMOTHY Fund has essentially the same dividend and distribution policy as
the NOAH Fund. After the Reorganization, NOAH Fund shareholders who have elected
to have dividends and distributions reinvested in shares of the NOAH Fund will
have dividends and distributions reinvested in the TIMOTHY Fund.
COMPARISON OF BUSINESS STRUCTURES AND STATE LAW
- -----------------------------------------------
The Timothy Plan ("TIMOTHY") was organized as a Delaware statutory trust on
December 16, 1993, and is a mutual fund company of the type known as, and
registered with the Commission as, an open-end management investment company. It
is authorized to create an unlimited number of series of shares (each, a "Fund")
and an unlimited number of share classes within each series. TIMOTHY currently
offers eleven series of shares (funds), including the TIMOTHY Fund. The shares
of each series are fully paid and non-assessable. They are entitled to such
dividends and distributions as may be paid with respect to the shares and shall
be entitled to such sums on liquidation of the Fund as shall be determined.
Other than these rights, they have no preference as to conversion, exchange,
dividends, retirement or other features and have no preemption rights. There are
three Classes of shares currently offered by TIMOTHY; 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 that ends after the
first year and ongoing service and distribution fees; No-Load shares are offered
without sales charges or ongoing service/distribution fees (the Timothy Plan
Money Market Fund and the Timothy Plan Small-Cap Variable Series only). Sales of
new Class B shares were suspended by the Board of Trustees during their meeting
on February 27, 2004, with the suspension effective May 1, 2004.
Shareholder meetings will not be held unless required by federal or state law.
Unlike TIMOTHY, NOAH is organized as a Maryland corporation. As a consequence,
NOAH shareholders who become TIMOTHY Fund shareholders will benefit from
advantages offered to statutory trust shareholders under the Delaware Statutory
Trust Act (the "Delaware Act") that may not be available under the Maryland
corporations law. The Delaware Act offers investment companies such as TIMOTHY
and its shareholders a significant amount of operational flexibility, resulting
in efficiencies of operation. For example, the Delaware Act allows management of
an investment company to take various actions without requiring shareholder
approval, if permitted by the trust document. The Delaware Act also permits any
amendment to the trust's governing instrument without the need for a state
filing, which reduces administrative burdens and costs.
21
The operations of a Delaware statutory trust formed under the Delaware Act are
governed by a declaration of trust and by-laws. The TIMOTHY Agreement and
Declaration of Trust ("Declaration of Trust") and By-Laws streamline some of the
provisions in NOAH's amended and restated Articles of Incorporation and By-Laws
and, thus, should lead to enhanced flexibility in management and administration
as compared to the NOAH's current operation as a Maryland corporation. As a
Delaware statutory trust, TIMOTHY may be able to adapt more quickly and cost
effectively to new developments in the mutual fund industry and the financial
markets.
Moreover, to the extent provisions in TIMOTHY's Declaration of Trust and By-Laws
are addressed by rules and principles established under Delaware corporate law
and the laws governing other Delaware business entities (such as limited
partnerships and limited liability companies), the Delaware courts may look to
such other laws to help interpret provisions of its Declaration of Trust and
By-Laws. Applying this body of law to the operation of TIMOTHY and its funds
should prove beneficial because these laws are extensively developed and
business-oriented. In addition, Delaware's Chancery Court is dedicated to
business law matters, which means that the judges tend to be more specialized in
the nuances of the law that will be applied to TIMOTHY. These legal advantages
tend to make more certain the resolution of legal controversies and help to
reduce legal costs resulting from uncertainty in the law.
Shares of TIMOTHY and NOAH each have one vote per full share and a proportionate
fractional vote for each fractional share. Both TIMOTHY and NOAH provide for
noncumulative voting in the election of their Trustees/Directors. Like NOAH,
TIMOTHY is not required by its governing instrument to hold annual shareholder
meetings. Shareholder meetings may be called at any time by a majority of the
TIMOTHY Board or by the president, and shall be called by the Secretary for the
purpose of taking action upon matters requested by shareholders at the request
of shareholders holding not less than 10% of TIMOTHY's outstanding shares
entitled to vote. Any such shareholders' meeting called at the request of
shareholders shall be called and held, if the request states the purpose of the
meeting and the matters to be acted upon, and the shareholders requesting the
meeting make payment to TIMOTHY of certain related expenses. A meeting of the
shareholders for the purpose of consideration of the removal of one or more
trustees shall be called at the request of the shareholders holding not less
than 10% of TIMOTHY's outstanding shares entitled to vote. In contrast,
shareholder meetings may be called at any time by the NOAH Board, by the
chairperson of the NOAH Board or by any other officer or officers as authorized
by the NOAH BOARD. A meeting of the shareholders shall be called by the
secretary of NOAH at the request of shareholders entitled to cast not less than
25% of all of the votes entitled to be cast at the meeting. Any shareholders'
meeting called at the request of shareholders shall be called and held, if the
shareholders requesting the meeting make payment to NOAH of the reasonably
estimated cost of preparing and mailing a notice of the meeting, as determined
by the secretary of NOAH.
While shareholders of TIMOTHY will have similar distribution and voting rights
as they currently have as shareholders of NOAH, there are certain differences.
Under TIMOTHY's Declaration of Trust, (i) all or substantially all of the assets
of TIMOTHY or the TIMOTHY Fund may be sold to another fund or trust in exchange
for cash or securities (including securities of the other fund or trust in a
reorganization) if authorized by the Board and by vote of a majority of the
shares of TIMOTHY or the applicable TIMOTHY Fund, unless a different shareholder
approval is required by the 1940 Act, and (ii) TIMOTHY or TIMOTHY Fund may be
liquidated or dissolved by the Trustees without shareholder approval, but only
upon at least 60 days' prior written notice to shareholders. Under NOAH's
Declaration of Trust, shareholder approval is required for each of those
actions.
22
Under the Delaware Act, shareholders of TIMOTHY will be entitled to the same
limitation of personal liability as is extended to shareholders of a private
corporation organized for profit under the General Corporation Law of the State
of Delaware. In addition, the Delaware Act permits TIMOTHY to limit the
enforceability of the liabilities of one TIMOTHY Fund solely to the assets of
that TIMOTHY Fund.
23
INFORMATION ABOUT THE REORGANIZATION
TERMS OF THE REORGANIZATION PLAN
- --------------------------------
The NOAH Fund's shareholders are being asked to vote to approve the
Reorganization Plan. If the Reorganization Plan is approved by the shareholders,
the Reorganization is expected to occur on or about March 18, 2005, or on such
other closing date as the parties may agree under the Reorganization Plan.
The following is a summary of the principal terms of the Reorganization Plan,
which is included with this Prospectus/Proxy Statement as Exhibit 1. Please
review the Reorganization Plan itself for more detailed information. This
summary is qualified in its entirety by reference to the Reorganization Plan.
o The NOAH Fund will transfer all of its assets and liabilities at closing
to the TIMOTHY Fund in exchange for Class A shares of beneficial interest
of the TIMOTHY Fund with an aggregate net asset value equal to the net
asset value of the transferred assets and liabilities;
o As part of the Reorganization, Class A shares of beneficial interest of
the TIMOTHY Fund received by the NOAH Fund will be distributed to the
shareholders of the NOAH Fund pro rata in accordance with each NOAH Fund
shareholder's percentage ownership in the NOAH Fund in liquidation of the
NOAH Fund;
o After such distribution to NOAH Fund shareholders of TIMOTHY Fund Class A
shares, the NOAH Fund will be terminated and its affairs wound up in an
orderly fashion;
o The Reorganization requires the approval of a majority of the shares of
the NOAH Fund and which are outstanding and entitled to vote at the
Meeting, and is also subject to a number of other conditions as described
in the Reorganization Plan; and
o If approved by shareholders of the NOAH Fund, the Reorganization will
close as of the close of business (currently scheduled to be 4:00 p.m.
Eastern Time) on March 18, 2005, when the net assets of the NOAH Fund and
TIMOTHY Fund are valued for purposes of the Reorganization, unless a later
date is agreed to by the parties;
ARRANGEMENTS BETWEEN POLESTAR AND TPL
- -------------------------------------
By contract, TPL has agreed to pay Polestar certain compensation in the form of
a non-dilutable partnership interest in TPL based on 0.50% of the value of the
net assets of the NOAH Fund (measured, as further adjusted, as of the date of
the Reorganization) represented by NOAH Fund shares transferred in connection
with the reorganization that are not redeemed by the shareholders for the period
of three years after the date of the Reorganization.. TPL will pay this
compensation to Polestar for certain assets and assistance in connection with
the Reorganization and Polestar's recommendation to the Board of NOAH that the
Reorganization Plan be approved. This compensation would be paid by TPL to
Polestar from its own resources, and not from NOAH Fund or TIMOTHY Fund assets,
and would become fully vested in Polestar and non-adjustable on the third
anniversary of the consummation of the Reorganization.
Section 15(f) of the 1940 Act provides that an investment adviser (such as
Polestar) to a registered investment company (such as NOAH) may receive any
amount or benefit in connection with a sale of any interest in such investment
adviser that results in an assignment of an advisory contract if the following
two conditions are satisfied: (1) for a period of three years after such
assignment, at least 75% of the board of directors/trustees of the investment
company
24
cannot be "interested persons" (as defined in the 1940 Act) of the new
investment adviser or its predecessor; and (2) no "unfair burden" (as defined in
the 1940 Act) may be imposed on the investment company as a result of the
assignment or any express or implied terms, conditions or understandings
applicable to the transaction. Technically, it might be deemed that no
securities of or interest in Polestar are transferred to TPL in the foregoing
arrangements and such arrangements might not be deemed to result technically in
an assignment of the advisory contract between Polestar and the NOAH Fund. The
NOAH and TIMOTHY Boards, however, have each been advised by Polestar and TPL,
respectively, that they are not aware of any circumstances arising from the
Reorganization that might result in an unfair burden being imposed on TIMOTHY or
the TIMOTHY Fund. With respect to the condition regarding board composition, TPL
will use its best efforts to cause TIMOTHY to comply with the requirements of
Section 15(f) and will assure that after the Reorganization, at least 75% of the
Board of Trustees of TIMOTHY are not "interested persons" for the applicable
periods following completion of the Reorganization. Notwithstanding the
foregoing, by the end of January, 2006, recently promulgated Commission rules
will require that TIMOTHY's board, along with most other mutual funds, be
composed of at least 75% trustees who are not "interested persons" (as defined
in the 1940 Act) of the TIMOTHY Fund or its investment adviser or investment
sub-adviser.
REASONS WHY THE NOAH BOARD APPROVED THE REORGANIZATION
At a meeting of NOAH's Board held on December 20, 2004, the Board of Directors,
including the Directors who are not "interested persons" (as defined in the 1940
Act) of the NOAH Fund or its investment adviser or investment sub-adviser (the
"Independent Directors"), approved the submission of the Reorganization Plan to
shareholders for their approval and recommended approval of the Reorganization
Plan. The Directors unanimously determined that the Reorganization is in the
best interest of the NOAH Fund and its shareholders.
In determining whether it was appropriate to recommend approval by shareholders,
the Board requested information, provided by Polestar, TPL and TIMOTHY, that it
believed to be reasonably necessary to reach its conclusion. The Board carefully
evaluated this information. The Directors recommended that shareholders approve
the Reorganization Plan on the basis of the following considerations, among
others:
o that no dilution with respect to the shareholders of the NOAH Fund will
result from the Reorganization, so the shareholders of the NOAH Fund will
retain the same value of their holdings in the TIMOTHY Fund as they had in
the NOAH Fund;
o the TIMOTHY Fund will have investment objectives, policies and
restrictions that are substantially similar to the NOAH Fund and biblical
moral screens that are at least as strict as those of the NOAH Fund, so
the shareholders of the NOAH Fund, as shareholders of the TIMOTHY Fund,
will continue to have investments made on a biblical moral basis;
o TIMOTHY offers a wider range of investment options than does NOAH, so the
shareholders of the NOAH Fund, as shareholders of the TIMOTHY Fund, will
have the opportunity to enjoy a broader and more diverse range of
investment options;
o TPL is an experienced investment advisory firm that has guided TIMOTHY
from start-up to a complex with multiple funds and assets in excess of
$300 million, so the shareholders of the NOAH Fund, as shareholders of the
TIMOTHY Fund, will likely enjoy the benefits of continued professional
fund management;
25
o Rittenhouse is an experienced investment advisory firm with extensive
resources and a long history of consistent performance, so the
shareholders of the NOAH Fund, as shareholders of the TIMOTHY Fund, will
likely continue to enjoy high quality professional management of their
assets;
o the Reorganization will be effected on a tax-free basis for federal income
tax purposes, so the Reorganization will be tax-free to the shareholders
of the NOAH Fund;
o the investment advisory fees to be charged to the TIMOTHY Fund by TPL will
be lower than the fees charged by Polestar for similar services, and like
Polestar, TPL pays Rittenhouse fees out of the fees it receives for
investment management services, so the shareholders of the NOAH Fund, as
shareholders of the TIMOTHY Fund, will realize lower management fees;
o The total annual operating expenses of the TIMOTHY Fund are significantly
lower than those of the NOAH Fund, so the shareholders of the NOAH Fund,
as shareholders of the TIMOTHY Fund, will enjoy the economies of scale
that accrue from being part of larger fund;
o TPL has agreed that it will comply with the terms of Section 15(f) of the
1940 Act, so that there will be no "unfair burden" (as defined in the 1940
Act) placed upon the TIMOTHY Fund or its shareholders;
o TIMOTHY has retained a management team experienced in the operation of
mutual funds that will operate the business of the TIMOTHY Fund and have
elected an experienced Board of Trustees, which offers the NOAH Fund
shareholders a comparable level of expertise to that which they currently
have;
o TPL, the TIMOTHY Fund and Polestar have each agreed to bear their
respective costs associated with the Reorganization, including the legal
expenses of the Independent Directors incurred in connection with the
Reorganization, so that there will be no costs incurred in effecting this
transaction that will be borne by the current NOAH Fund shareholders;
o the fees to be paid by the TIMOTHY Fund pursuant to the TIMOTHY 12b-1 Plan
will not exceed the fees currently paid by the NOAH Fund under the NOAH
12b-1 Plan, thereby keeping those fees borne by the shareholders of the
TIMOTHY Fund comparable to those incurred by the shareholders of the NOAH
Fund;
o the service providers for the TIMOTHY Fund each enjoy a favorable
reputation throughout the mutual fund industry for the services they will
be providing the TIMOTHY Fund consistent with those currently enjoyed by
the shareholders of the NOAH Fund, and in the case of services provided by
the transfer agent, fund accounting agent and administrator, TIMOTHY and
NOAH employ the same entity, so the shareholders of the NOAH Fund, as
shareholders of the TIMOTHY Fund, will enjoy the same level of service as
in the past;
o TIMOTHY is organized as a Delaware statutory trust, so the shareholders of
the NOAH Fund, as shareholders of the TIMOTHY Fund, will likely obtain
certain benefits from the flexibility afforded to investment companies
under applicable Delaware law;
26
o the TIMOTHY Fund has substantially the same purchase, redemption and
exchange features as the NOAH Fund, except that TIMOTHY offers the
shareholders of the TIMOTHY Fund the opportunity to exchange, without
incurring a sales charge, for Class A shares of a universe of eleven
funds, an opportunity not currently available to the NOAH Fund's
shareholders;
o TPL's process of sub-adviser selection, monitoring and management process
were viewed as comparable to those employed by Polestar for the NOAH
Funds; and the fees of the TIMOTHY Fund are comparable to those of mutual
funds in the marketplace which have similar characteristics, and are lower
than those of the NOAH Fund.
o The Board of Trustees of TIMOTHY appears to be fully committed to ensuring
that the TIMOTHY Fund and all other series of TIMOTHY continue to invest
in accordance with biblical principles.
IN REACHING ITS DECISION TO RECOMMEND APPROVAL OF THE REORGANIZATION PLAN, THE
BOARD DID NOT IDENTIFY ANY SINGLE FACTOR AS BEING OF PARAMOUNT IMPORTANCE.
ACCORDINGLY, AFTER CONSIDERATION OF THE ABOVE FACTORS, AND SUCH OTHER FACTORS
AND INFORMATION IT CONSIDERED RELEVANT, THE BOARD VOTED UNANIMOUSLY TO RECOMMEND
APPROVAL OF THE REORGANIZATION PLAN BY THE NOAH FUND'S SHAREHOLDERS.
CAPITALIZATION
The following table sets forth, as of December 31, 2004, the capitalization of
the NOAH Fund and the TIMOTHY Fund. The table also shows the projected
capitalization of the TIMOTHY Fund as adjusted to give effect to the
Reorganization. The capitalization of the TIMOTHY Fund and its classes is likely
to be different when the Reorganization is completed.
- -----------------------------------------------------------------------------------------------------------
TIMOTHY FUND-PROJECTED
NOAH FUND TIMOTHY FUND AFTER REORGANIZATION
(UNAUDITED) (UNAUDITED) (UNAUDITED)
- -----------------------------------------------------------------------------------------------------------
NET ASSETS
- -----------------------------------------------------------------------------------------------------------
Class A
- -----------------------------------------------------------------------------------------------------------
Class B NA
- -----------------------------------------------------------------------------------------------------------
Class C NA
- -----------------------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE
- -----------------------------------------------------------------------------------------------------------
Class A
- -----------------------------------------------------------------------------------------------------------
Class B NA
- -----------------------------------------------------------------------------------------------------------
Class C NA
- -----------------------------------------------------------------------------------------------------------
SHARES OUTSTANDING
- -----------------------------------------------------------------------------------------------------------
Class A
- -----------------------------------------------------------------------------------------------------------
Class B NA
- -----------------------------------------------------------------------------------------------------------
Class C NA
- -----------------------------------------------------------------------------------------------------------
27
The NOAH Fund offers only Class A Shares, while the TIMOTHY Fund offers Class A
and Class C shares, and has previously offered Class B shares.
VOTING INFORMATION
PROXY SOLICITATION.
- -------------------
NOAH is soliciting proxies by U.S. mail and may also solicit them in person, by
telephone, by facsimile, or by other electronic means. TPL is paying for the
expense of the preparation, printing, and mailing of the enclosed proxy card(s),
this Prospectus/Proxy Statement, and other expenses relating to the Meeting.
Employees of Polestar and TPL may make additional solicitations to obtain the
necessary representation at the Meeting, but will receive no additional
compensation for doing so. NOAH will forward to record owners proxy materials
for any beneficial owners that such record owners may represent.
SHAREHOLDER VOTING.
- -------------------
Shareholders of record at the close of business on January 15, 2005 (the "Record
Date") are entitled to notice of, and to vote at, the Meeting. Each share of
common stock of the NOAH Fund is entitled to one vote, and a proportionate
fractional vote for each fractional share held.
As of the Record Date, there were issued and outstanding ________________shares
of the NOAH Fund, representing _______________ eligible votes:
QUORUM.
- -------
A majority of all of the NOAH Fund's shares entitled to be cast at the Meeting
constitutes a quorum. Shares held by shareholders present in person or
represented by proxy at the Meeting will be counted both for the purposes of
determining the presence of a quorum and for calculating the votes cast on the
issues before the Meeting.
Proxies that reflect abstentions or broker "non-votes" (that is, shares held by
brokers or nominees as to which (a) such persons have not received instructions
from the beneficial owner or other persons entitled to vote and/or (b) the
brokers or nominees do not have discretionary voting power on a particular
matter) will be counted as shares that are present and entitled to vote for
purposes of determining the presence of a quorum; however, they will have the
effect of a vote against the proposals (see "Required Vote").
In the event that a quorum is not present at the Meeting, the persons named as
proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of those shares represented at the Meeting in person or by proxy
and entitled to vote at the Meeting. In the event that a quorum is present at
the Meeting but sufficient votes to approve any proposal are not received, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies or to obtain the vote required for
approval of one or more proposals. Any such adjournment will require the
affirmative vote of a majority of those shares represented at the
28
Meeting in person or by proxy. If a quorum is present, the persons named as
proxies will vote those proxies which they are entitled to vote FOR the proposal
in favor of such an adjournment and will vote those proxies required to be voted
AGAINST the proposal against any such adjournment. A shareholder vote may be
taken prior to any adjournment of the Meeting on any proposal for which there
are sufficient votes for approval, even though the Meeting is adjourned as to
other proposals. Signed proxies that have been returned to NOAH without any
indication of how the shareholder wished to vote will be voted FOR the proposal
in favor of such an adjournment. Polestar and TPL will bear the cost of any
adjourned session.
29
VOTING BY MAIL OR BY FAX.
- -------------------------
In addition to voting in person at the Meeting, shareholders also may sign and
mail the proxy card received with this Prospectus/Proxy Statement. Timely,
properly executed proxies will be voted as instructed by shareholders.
Shareholders may also vote by faxing their signed proxy card to NOAH at
610-232-1777. A shareholder may revoke his or her proxy at any time prior to its
exercise by written notice addressed to the Secretary of NOAH prior to the
Meeting at The NOAH Investment Group, Inc., c/o Citco Mutual Fund Services,
Inc., 83 General Warren Blvd., Suite 200, Malvern, PA 19355; by submitting a
properly-executed proxy bearing a later date, but prior to the Meeting; or by
attending and voting in person at the Meeting and giving oral notice of
revocation to the Chairman of the Meeting. However, attendance in person at the
Meeting, by itself, will not revoke a previously tendered proxy.
REQUIRED VOTE.
- --------------
Approval of the Reorganization Plan requires the vote of a majority of the
outstanding voting securities of the NOAH Fund entitled to notice of and to vote
at the Meeting. Accordingly, assuming the presence of a quorum, abstentions and
non-votes have the effect of a negative vote on the Proposal.
SHAREHOLDER PROPOSALS.
- ----------------------
NOAH does not hold regular shareholders' meetings. Shareholders wishing to
submit proposals for inclusion in a proxy statement for a subsequent
shareholders' meeting should send their written proposals to the Secretary of
NOAH at the address given above.
Proposals must be received a reasonable time prior to the date of a meeting of
shareholders to be considered for inclusion in the proxy materials for a
meeting. Timely submission of a proposal does not, however, necessarily mean
that the proposal will be included. Persons named as proxies for any subsequent
shareholders' meeting will vote in their discretion with respect to proposals
submitted on an untimely basis.
TO ENSURE THE PRESENCE OF A QUORUM AT THE MEETING, PROMPT EXECUTION AND RETURN
OF THE ENCLOSED PROXY IS REQUESTED. YOU MAY ALSO VOTE BY FAX. PLEASE FOLLOW THE
ENCLOSED INSTRUCTIONS TO USE THESE METHODS OF VOTING.
HOUSEHOLDING.
- -------------
As permitted by law, only one copy of this Prospectus/Proxy Statement is being
delivered to shareholders residing at the same address, unless such shareholders
have notified NOAH of their desire to receive multiple copies of the reports and
proxy statements NOAH sends. If you would like to receive an additional copy,
please contact NOAH by writing to NOAH's address, or by calling the telephone
number shown on the front page of this Prospectus/Proxy Statement. NOAH will
then promptly deliver, upon request, a separate copy of the Prospectus/Proxy
Statement to any shareholder residing at an address to which only one copy was
mailed. Shareholders wishing to receive separate copies of NOAH's reports and
proxy statements in the future, and shareholders sharing an address that wish to
receive a single copy if they are receiving multiple copies should also direct
requests as indicated.
DISSENTER'S RIGHTS
- ------------------
NOAH Fund shareholders will not be entitled to any dissenter's rights because
the proposed Reorganization involves two open-end investment companies
registered under the 1940 Act (commonly called mutual funds). Although no
dissenter's rights may be available, you have the right to redeem your shares at
NAV until the closing date. Thereafter, you may redeem your TIMOTHY Fund shares
or exchange them for other series offered by TIMOTHY, subject to the
30
terms for redemption and/or exchange contained in the applicable series'
prospectus(es).
OTHER MATTERS TO BE VOTED AT THE MEETING
- ----------------------------------------
The Directors do not know of any matters to be presented at the Meeting other
than those set forth in this Prospectus/Proxy Statement. If other business
should properly come before the Meeting, proxies will be voted in accordance
with the judgment of the persons named in the accompanying proxy.
INFORMATION ABOUT THE TIMOTHY FUND
- ----------------------------------
Information about the TIMOTHY Fund is included in the TIMOTHY Fund Prospectus,
which is included with and considered a part of this Proxy Statement/Prospectus.
Additional information about the TIMOTHY Fund is included in its Statement of
Additional Information dated May 1, 2004 and the Statement of Additional
Information dated February 15, 2005 (relating to this Proxy
Statement/Prospectus), each of which is incorporated by reference herein. You
may request free copies of the Statements of Additional Information, which have
been filed with the SEC, by calling 1-800-996-2862 or by writing to TIMOTHY at
1304 West Fairbanks Avenue, Winter Park, FL 32789.
This Proxy Statement/Prospectus, which constitutes part of a Registration
Statement filed by the TIMOTHY Fund with the SEC under the Securities Act of
1933, as amended, omits certain of the information contained in the Registration
Statement. Reference is hereby made to the Registration Statement and to the
exhibits and amendments thereto for further information with respect to the
TIMOTHY Fund and the shares it offers. Statements contained herein concerning
the provisions of documents are necessarily summaries of such documents, and
each such statement is qualified in its entirety by reference to the copy of the
applicable document filed with the SEC.
INFORMATION ABOUT THE NOAH FUND
- -------------------------------
Information about the NOAH Fund is included in its current Prospectus dated
March 1, 2004, as supplemented on April 2, 2004, Annual Report to Shareholders
dated October 31, 2004, Statement of Additional Information dated March 1, 2004,
and the Statement of Additional Information dated February 15, 2005 (relating to
this Proxy Statement/Prospectus), each of which is incorporated by reference
herein. You may request free copies of these documents, which have been filed
with the SEC, by calling 1-800-794-6624 or writing to NOAH at 975 Delchester
Road, Newtown Square, PA 19355.
INFORMATION ABOUT EACH FUND
- ---------------------------
Each Fund files proxy materials, reports, and other information with the SEC in
accordance with the informational requirements of the Securities Exchange Act of
1934, as amended, and the Investment Company Act of 1940, as amended. These
materials can be inspected and copied at the public reference facilities
maintained by the SEC, Room 1200, 450 Fifth Street, N.W., Washington, D.C.
20549. Also, copies of these materials can be obtained from the Public Reference
Branch, SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates
or from the SEC's Internet site at http://www.sec.gov. To request information
regarding the Funds, you may also send an e-mail to the SEC at
publicinfo@sec.gov.
PRINCIPAL HOLDERS OF SHARES
As of January 15, 2005 (the record date), the officers and directors of NOAH, as
a group, owned ___________% of the outstanding voting shares of the NOAH Fund.
As of the record date, the officers and trustees of TIMOTHY, as a group, owned
less than 1% of the outstanding voting shares of the TIMOTHY Fund. The following
persons were the only persons who were record
31
owners or, to the knowledge of NOAH and TIMOTHY, respectively, beneficial owners
of 5% or more of the shares of the NOAH Fund and TIMOTHY Fund, respectively.
NOAH FUND
- -----------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES
OWNED OF RECORD OF PERCENTAGE OF TOTAL
BENEFICIALLY OUTSTANDING FUND SHARES
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
TIMOTHY FUND
- -----------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES
OWNED OF RECORD OF PERCENTAGE OF TOTAL
BENEFICIALLY OUTSTANDING FUND SHARES
- -----------------------------------------------------------------------------------------------------------
Class A
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Class B
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Class C
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
EXHIBITS TO PROSPECTUS/PROXY STATEMENT
Exhibit 1- Agreement and Plan of Reorganization
32
OTHER DOCUMENTS INCLUDED WITH THIS
PROSPECTUS/PROXY STATEMENT
Prospectus of the TIMOTHY Fund, dated May 1, 2004, as amended August 6, 2004, as
previously filed via EDGAR is incorporated into this filing by reference to
Post-Effective Amendment No. 20 filed April 30, 2004 and will be included with
the mailing to shareholders.
Semi-Annual Report to Shareholders of the TIMOTHY Fund for the period ended June
30, 2004 as previously filed via EDGAR is incorporated herein by reference to
Form N-CSR filed August 30, 2004 and will be included with the mailing to
shareholders.
Annual Report to Shareholders of the TIMOTHY Fund for the fiscal year ended
December 31, 2003 as previously filed via EDGAR is incorporated herein by
reference to Form N-CSR filed March 4, 2004 and will be included with the
mailing to shareholders.
.................................................................................
EXHIBIT 1
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement"), made as of
this 20th day of December, 2004, by and between the TIMOTHY Plan ("TIMOTHY"), a
statutory trust created under the laws of the State of Delaware, with its
principal place of business at 1304 West Fairbanks Avenue, Winter Park, FL
32789, on behalf of its series, the Timothy Plan Large/Mid-Cap Growth Fund (the
"TIMOTHY Fund"), and the NOAH Investment Group. Inc. ("NOAH"), a corporation
created under the laws of the State of Maryland, with its principal place of
business at 975 Delchester Road, Newton Square, PA 19073, on behalf of its
series, the NOAH Fund Equity Portfolio (the "NOAH Fund").
PLAN OF REORGANIZATION
----------------------
The reorganization (hereinafter referred to as the "Plan of
Reorganization") will consist of:
i. the acquisition by TIMOTHY on behalf of the TIMOTHY Fund of
substantially all of the property, assets and goodwill of the NOAH
Fund in exchange solely for full and fractional shares of beneficial
interest, $0.0001 par value, of Class A shares of the TIMOTHY Fund;
ii. the assumption by TIMOTHY on behalf of the TIMOTHY Fund of all of
the normal and recognized liabilities of the NOAH Fund as of the
Valuation Date (defined below);
iii. the distribution of TIMOTHY Fund shares to the shareholders of the
NOAH Fund, without the imposition of any sales charges or
commissions, according to their respective interests in complete
liquidation of the NOAH Fund; and
iv. the dissolution of NOAH and the NOAH Fund as soon as practicable
after the closing (as referenced in Section 2, hereof, hereinafter
called the "Closing");
33
all upon and subject to the terms and conditions of this Agreement as
hereinafter set forth.
AGREEMENT
---------
In order to consummate the Plan of Reorganization and in consideration of
the premises and of the covenants and agreements hereinafter set forth, and
intending to be legally bound, the parties hereto covenant and agree as follows:
34
1. SALE AND TRANSFER OF ASSETS AND LIABILITIES, LIQUIDATION AND DISSOLUTION
OF THE NOAH FUND
1.1 Subject to the terms and conditions of this Agreement, and in reliance on
the representations and warranties of TIMOTHY herein contained, and in
consideration of the delivery by TIMOTHY of the number of its shares of
beneficial interest that are Class A Shares of the TIMOTHY Fund as hereinafter
provided, NOAH, on behalf of the NOAH Fund, agrees that it will sell, convey,
transfer and deliver to TIMOTHY, on behalf of the TIMOTHY Fund, at the Closing
provided for in Section 2, the then existing assets of the NOAH Fund and the
incidental liabilities, debts, obligations and duties of any nature, whether
accrued, absolute, contingent or otherwise, if any ("Liabilities"), as of the
close of business (which hereinafter shall be, unless otherwise noted, the
regular close of business of the New York Stock Exchange, Inc. ("NYSE")) ("Close
of Business") on the valuation date (as defined in Section 2 hereof, hereinafter
called the "Valuation Date"), free and clear of all liens, encumbrances, and
claims whatsoever (other than shareholders' rights of redemption and such
restrictions as might arise under the Securities Act of 1933, as amended (the
"1933 Act"), with respect to privately placed or otherwise restricted securities
that the NOAH Fund may have acquired in the ordinary course of business), and
excluding those contingent liabilities and obligations that would otherwise be
discharged at a later date in the ordinary course of business, to pay such
contingent liabilities as the Directors of NOAH shall reasonably deem to exist
against the NOAH Fund, if any, at the Close of Business on the Valuation Date,
for which contingent and other appropriate liability reserves shall have been
established on the books of the NOAH Fund (hereinafter "Net Assets"). NOAH, on
behalf of the NOAH Fund, shall also retain any and all rights that it may have
over and against any person that may have accrued up to and including the Close
of Business on the Valuation Date. NOAH agrees to use its best efforts to
identify all of the NOAH Fund's Liabilities prior to the Valuation Date and to
discharge all such known Liabilities on or prior to the Valuation Date. TIMOTHY
shall not be obligated to accept any Liability of the NOAH Fund after the
Valuation date unless such Liability is one that arose or would have arisen in
the normal course of business of the NOAH Fund and relating to which an adequate
reserve has been previously established by NOAH.
1.2 Subject to the terms and conditions of this Agreement, and in reliance on
the representations and warranties of NOAH on behalf of the NOAH Fund herein
contained, and in consideration of such sale, conveyance, transfer, and
delivery, TIMOTHY agrees at the Closing to assume the Liabilities, on behalf of
the TIMOTHY Fund, and to deliver to NOAH on behalf of the NOAH Fund the number
of TIMOTHY Fund Class A Shares, determined by dividing the net asset value per
share of the NOAH Fund's Shares as of the Close of Business on the Valuation
Date by the net asset value per share of the TIMOTHY Fund's Class A Shares as of
Close of Business on the Valuation Date, and multiplying the result by the
number of outstanding shares of the NOAH Fund shares as of the Close of Business
on the Valuation Date. All such values shall be determined in the manner and as
of the time set forth in Section 2 hereof.
1.3 As soon as practicable following the Closing, NOAH shall dissolve the NOAH
Fund and distribute pro rata to each of the NOAH Fund's shareholders of record
as of the Close of Business on the Valuation Date, the Class a Shares of
beneficial interest of the TIMOTHY Fund received by the NOAH Fund pursuant to
this Section 1. Such dissolution and distribution shall be accomplished by the
establishment of accounts on the share records of the TIMOTHY Fund of the type
and in the amounts due such shareholders pursuant to this Section 1 based on
their respective holdings of shares of the NOAH Fund as of the Close of Business
on the Valuation Date. Fractional Class A Shares of beneficial interest of the
35
TIMOTHY Fund shall be carried to the third decimal place. No certificates
representing Class a Shares of beneficial interest of the TIMOTHY Fund will be
issued to shareholders of the NOAH Fund irrespective of whether such
shareholders hold their shares of the NOAH Fund in certificated form.
1.4 The value of the NOAH Fund's Net Assets to be acquired by the TIMOTHY Fund
hereunder shall be computed as of Close of Business on the Valuation Date using
the valuation procedures set forth in the NOAH Fund's then currently effective
prospectus and statement of additional information.
1.5 The net asset value of a share of beneficial interest of the TIMOTHY Fund's
Class A Shares shall be determined to the nearest full cent as of the Close of
Business on the Valuation Date using the valuation procedures set forth in the
TIMOTHY Fund's then currently effective prospectus and statement of additional
information.
1.6 The net asset value of a share of common stock of the NOAH Fund's shares
shall be determined to the nearest full cent as of the Close of Business on the
Valuation Date, using the valuation procedures as set forth in the NOAH Fund's
then currently effective prospectus and statement of additional information.
2. CLOSING AND VALUATION DATE
The Valuation Date shall be March 16, 2005, or such later date as the
parties may mutually agree. The Closing shall take place at the principal office
of TIMOTHY, 1304 West Fairbanks Avenue, Winter Park, FL 32789 at approximately
9:00 a.m. Eastern time on the first business day following the Valuation Date.
Notwithstanding anything herein to the contrary, in the event that on the
Valuation Date (a) the NYSE shall be closed to trading or trading thereon shall
be restricted or (b) trading or the reporting of trading on such exchange or
elsewhere shall be disrupted so that, in the judgment of TIMOTHY or NOAH,
accurate appraisal of the value of the net assets of the NOAH Fund and/or the
TIMOTHY Fund is impracticable, the Valuation Date shall be postponed until the
first business day after the day when trading shall have been fully resumed
without restriction or disruption, reporting shall have been restored and
accurate appraisal of the value of the net assets of the NOAH Fund and/or
TIMOTHY Fund, as applicable, is practicable in the judgment of TIMOTHY and NOAH.
NOAH shall have provided for delivery as of the Closing of those Net Assets of
the NOAH Fund to be transferred to the TIMOTHY Fund's Custodian. Also, NOAH
shall deliver at the Closing a list (which may be in electronic form) of names
and addresses of the shareholders of record of the NOAH Fund's Shares, and the
number of full and fractional shares of common stock owned by each such
shareholder, indicating thereon which such shares are represented by outstanding
certificates and which by book-entry accounts, all as of the Close of Business
on the Valuation Date, certified by its transfer agent, or by its President or
Vice-President to the best of their knowledge and belief. TIMOTHY shall issue
and deliver a certificate or certificates evidencing the Class A Shares of the
TIMOTHY Fund to be delivered at the Closing to said transfer agent registered in
such manner as NOAH may request, or provide evidence satisfactory to NOAH in
such manner as NOAH may request that such Class A Shares of beneficial interest
of the TIMOTHY Fund have been registered in an open account on the books of
TIMOTHY.
3. REPRESENTATIONS AND WARRANTIES BY NOAH
NOAH represents and warrants to TIMOTHY that:
(a) NOAH is a corporation created under the laws of the State of Maryland on
December 16, 1992, and is validly existing and in good standing under the
laws of that State. NOAH, of which the NOAH Fund is a separate series, is
duly registered under the Investment
36
Company Act of 1940, as amended (the "1940 Act") as an open-end,
management investment company. Such registration is in full force and
effect as of the date hereof and will be in full force and effect as of
the Closing, and all of its shares sold have been sold pursuant to an
effective registration statement filed under the 1933 Act, except for any
shares sold pursuant to the private offering exemption for the purpose of
raising initial capital.
(b) NOAH is authorized to issue 100,000,000 shares of common stock of the NOAH
Fund, having a par value of $0.001. Each outstanding share of the NOAH
Fund is validly issued, fully paid, non-assessable and has full voting
rights and, except for any such shares sold pursuant to the private
offering exemption for purposes of raising initial capital, is freely
transferable.
(c) The financial statements appearing in the NOAH Fund's Annual Report to
Shareholders for the fiscal year ended October 31, 2004, audited by
Sanville & Company, copies of which have been delivered to TIMOTHY, and
the unaudited financial statements for NOAH for the month ended on the
Closing, 2005, copies of which will have been furnished to TIMOTHY, fairly
present the financial position of NOAH as of the dates indicated, and the
results of its operations for the periods indicated, in conformity with
accounting principles generally accepted in the United States for
investment companies, applied on a consistent basis (with the exception of
the omission of footnotes) .
(d) The books and records of NOAH made available to TIMOTHY and/or its counsel
are true and correct in all material respects and contain no material
omissions with respect to the business and operations of the NOAH Fund.
(e) The statement of assets and liabilities to be furnished by NOAH as of the
Close of Business on the Valuation Date for the purpose of determining the
number of shares of beneficial interest of the TIMOTHY Fund to be issued
pursuant to Sections 1and 2 hereof will accurately reflect the Net Assets
of the NOAH Fund and all outstanding shares of common stock, as of such
date, in conformity with accounting principles generally accepted in the
United States for investment companies, applied on a consistent basis.
(f) At the Closing, NOAH will have good and marketable title to all of the
securities and other assets shown on the statement of assets and
liabilities referred to in subsection (e) above, free and clear of all
liens or encumbrances of any nature whatsoever except such restrictions as
might arise under the 1933 Act with respect to privately placed or
otherwise restricted securities that it may have acquired in the ordinary
course of business and such imperfections of title or encumbrances as do
not materially detract from the value or use of the assets subject
thereto, or materially affect title thereto. With respect to privately
placed or otherwise restricted securities that it may have acquired, NOAH
shall provide to TIMOTHY a list of all privately placed or otherwise
restricted securities that it holds on behalf of the NOAH Fund as of the
execution date of this Agreement. TIMOTHY shall review the list and shall
inform NOAH of any securities that the TIMOTHY Fund is not permitted to
hold, either because of prospectus restrictions or because such securities
appear on Timothy's screen list. All such identified securities shall be
liquidated by NOAH prior to the Valuation Date.
(g) NOAH has the necessary power and authority to conduct its business and the
business of the NOAH Fund as such business is now being conducted.
37
(h) NOAH is not limited, prohibited or restricted from executing or performing
its obligations as set forth in this Agreement under any provision of its
Articles of Incorporation, any amendments or supplements thereto, its
By-Laws, or any material contract or any other material commitment or
obligation, and is not subject to any order or decree that would be
violated by its execution of or performance under this Agreement.
(i) NOAH has full power and authority to enter into and perform its
obligations under this Agreement, subject to approval of the Plan of
Reorganization by the NOAH Fund's shareholders. Except as provided in the
immediately preceding sentence, the execution, delivery and performance of
this Agreement have been validly authorized, executed and delivered by it,
and this Agreement constitutes its legal, valid and binding obligation
enforceable against it in accordance with its terms, subject as to
enforcement to the effect of bankruptcy, insolvency, reorganization,
arrangement among creditors, moratorium, fraudulent transfer or
conveyance, and other similar laws of general applicability relating to or
affecting creditor's rights and to general equity principles.
(j) Neither NOAH nor the NOAH Fund is under the jurisdiction of a Court in a
Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the
Internal Revenue Code of 1986, as amended (the "Code").
(k) NOAH does not have any unamortized or unpaid organizational fees or
expenses.
(l) NOAH has elected to treat the NOAH Fund as a regulated investment company
("RIC") for federal income tax purposes under Part I of Subchapter M of
the Code, the NOAH Fund is a "fund" as defined in Section 851(g)(2) of the
Code, has qualified as a RIC for each taxable year since its inception and
will qualify as a RIC as of the Closing, and consummation of the
transactions contemplated by the Plan of Reorganization will not cause it
to fail to be qualified as a RIC as of the Closing.
4. REPRESENTATIONS AND WARRANTIES BY TIMOTHY
TIMOTHY represents and warrants to NOAH that:
(a) TIMOTHY is a statutory trust created under the laws of the State of
Delaware on December 14, 1993 and is validly existing and in good standing
under the laws of that State. TIMOTHY, of which the TIMOTHY Fund is a
separate series of shares, is duly registered under the 1940 Act as an
open-end, management investment company, such registration is in full
force and effect as of the date hereof and will be in full force and
effect as of the Closing, and all of its shares sold have been sold
pursuant to an effective registration statement filed under the 1933 Act,
except for any shares sold pursuant to the private offering exemption for
the purpose of raising initial capital.
(b) TIMOTHY is authorized to issue an unlimited number of shares of beneficial
interest, $0.0001 par value, of the TIMOTHY Fund. Each outstanding share
of the TIMOTHY Fund is fully paid, non-assessable and has full voting
rights and, except for any shares sold pursuant to the private offering
exemption for purposes of raising initial capital, is freely transferable.
The shares of beneficial interest of the TIMOTHY Fund to be issued
pursuant to Sections 1 and 2 hereof will, upon their issuance, be validly
issued and fully paid and non-assessable, freely transferable and have
full voting rights.
38
(c) At the Closing, shares of beneficial interest of the TIMOTHY Fund to be
issued pursuant to this Agreement will be eligible for offering to the
public in those States of the United States and jurisdictions in which the
shares of the NOAH Fund are presently eligible for offering to the public,
and there are shares registered under the 1933 Act such that there is a
sufficient number of such shares to permit the transfers contemplated by
this Agreement to be consummated.
(d) The statement of assets and liabilities of the TIMOTHY Fund to be
furnished by TIMOTHY as of the Close of Business on the Valuation Date for
the purpose of determining the number of shares of beneficial interest of
the TIMOTHY Fund to be issued pursuant to Sections 1and 2 hereof will
accurately reflect the net assets of said TIMOTHY Fund and outstanding
shares of beneficial interest, as of such date, in conformity with
accounting principles generally accepted in the United States for
investment companies, applied on a consistent basis.
(e) At the Closing, TIMOTHY will have good and marketable title to all of the
securities and other assets shown on the statement of assets and
liabilities referred to in subsection (d) above, free and clear of all
liens or encumbrances of any nature whatsoever except such restrictions as
might arise under the 1933 Act with respect to privately placed or
otherwise restricted securities that it may have acquired in the ordinary
course of business and such imperfections of title or encumbrances as do
not materially detract from the value or use of the assets subject
thereto, or materially affect title thereto.
(f) TIMOTHY has the necessary power and authority to conduct its business and
the business of the TIMOTHY Fund as such businesses are now being
conducted.
(g) TIMOTHY is not limited, prohibited or restricted from executing or
performing its obligations as set forth in this Agreement under any
provision of its Declaration of Trust, any amendments or supplements
thereto, its By-Laws, or any material contract or any other material
commitment or obligation, and is not subject to any order or decree that
would be violated by its execution of or performance under this Agreement.
(h) TIMOTHY has full power and authority to enter into and perform its
obligations under this Agreement. The execution, delivery and performance
of this Agreement have been validly authorized, executed and delivered by
it, and this Agreement constitutes its legal, valid and binding obligation
enforceable against it in accordance with its terms, subject only to the
effects of bankruptcy, insolvency reorganization, arrangements among
creditors, moratorium, fraudulent transfer or conveyance, and other
similar laws of general applicability relating to or affecting creditors
rights and to general equity principles.
(i) Neither TIMOTHY nor the TIMOTHY Fund is under the jurisdiction of a Court
in a Title 11 or similar case within the meaning of Section 368(a)(3)(A)
of the Code.
(j) The books and records of the TIMOTHY Fund made available to NOAH and/or
its counsel are true and correct in all material respects and contain no
material omissions with respect to the business and operations of said
Fund.
(k) TIMOTHY has elected to treat the TIMOTHY Fund as a regulated investment
company ("RIC") for federal income tax purposes under Part I of Subchapter
M of the Code, the TIMOTHY Fund is a "fund" as defined in Section
851(g)(2) of the Code, has qualified as a RIC for each taxable year since
its inception and will qualify as a RIC as of the Closing, and
consummation of the transactions contemplated by the Plan will not cause
it to fail to be qualified as a RIC as of the Closing.
39
5. REPRESENTATIONS AND WARRANTIES BY NOAH AND TIMOTHY
NOAH and TIMOTHY each represents and warrants to the other that:
(a) There are no legal, administrative or other proceedings or investigations
against it, or, to its knowledge, threatened against it, that would
materially affect its financial condition or its ability to consummate the
transactions contemplated by this Agreement. It is not charged with or, to
its knowledge, threatened with, any violation or investigation of any
possible violation of any provisions of any federal, state or local law or
regulation or administrative ruling relating to any aspect of its
business.
(b) There are no known actual or proposed deficiency assessments with respect
to any taxes payable by it.
(c) It has duly and timely filed, on behalf of the NOAH Fund or the TIMOTHY
Fund, as appropriate, all Tax (as defined below) returns and reports
(including information returns), which are required to be filed by the
NOAH Fund or TIMOTHY Fund, and all such returns and reports accurately
state the amount of Tax owed for the periods covered by the returns, or,
in the case of information returns, the amount and character of income
required to be reported by the NOAH Fund or TIMOTHY Fund. On behalf of the
NOAH Fund or TIMOTHY Fund, as appropriate, it has paid or made provision
and properly accounted for all Taxes (as defined below) due or properly
shown to be due on such returns and reports. The amounts set up as
provisions for Taxes in the books and records of the NOAH Fund or the
TIMOTHY Fund, as appropriate, as of the Close of Business on the Valuation
Date will, to the extent required by accounting principles generally
accepted for investment companies in the United States, be sufficient for
the payment of all Taxes of any kind, whether accrued, due, absolute,
contingent or otherwise, which were or which may be payable by the NOAH
Fund or the TIMOTHY Fund, as appropriate, for any periods or fiscal years
prior to and including the Close of Business on the Valuation Date,
including all Taxes imposed before or after the Close of Business on the
Valuation Date that are attributable to any such period or fiscal year. No
return filed by it, on behalf of the NOAH Fund or TIMOTHY Fund, as
appropriate, is currently being audited by the Internal Revenue Service or
by any state or local taxing authority. As used in this Agreement, "Tax"
or "Taxes" means all federal, state, local and foreign (whether imposed by
a country or political subdivision or authority thereunder) income, gross
receipts, excise, sales, use, value added, employment, franchise, profits,
property, ad valorem or other taxes, stamp taxes and duties, fees,
assessments or charges, whether payable directly or by withholding,
together with any interest and any penalties, additions to tax or
additional amounts imposed by any taxing authority (foreign or domestic)
with respect thereto. To its knowledge, there are no levies, liens or
encumbrances relating to Taxes existing, threatened or pending with
respect to the assets of the NOAH Fund or TIMOTHY Fund, as appropriate.
(d) All information provided to NOAH by TIMOTHY, and by TIMOTHY to NOAH, for
inclusion in, or transmittal with, the Proxy Statement/Prospectus with
respect to this Agreement pursuant to which approval of the NOAH Fund's
shareholders will be sought, shall not contain any untrue statement of a
material fact, or omit to state a material fact required to be stated in
order to make the statements made therein, in light of the circumstances
under which they were made, not misleading.
40
(e) Except in the case of NOAH with respect to the approval of the NOAH Fund's
shareholders of the Agreement, no consent, approval, authorization or
order of any court or governmental authority, or of any other person or
entity, is required for the consummation of the transactions contemplated
by this Agreement, except as may be required by the 1933 Act, the
Securities Exchange Act of 1934, as amended (the "1934 Act"), the 1940
Act, or state securities laws of Maryland or Delaware statutory trust laws
(including, in the case of each of the foregoing, the rules and
regulations thereunder).
6. COVENANTS OF NOAH
NOAH represents and warrants to TIMOTHY that:
(a) it will operate the business of the NOAH Fund as currently conducted
between the date hereof and the Closing and, upon approval of the NOAH
Fund's shareholders of this Agreement, that management of NOAH will
consult with TIMOTHY, and direct any sub-adviser to the NOAH Fund to
consult with Timothy, prior to acquiring any additional portfolio
securities on behalf of the NOAH Fund to assure that any such securities
may properly be held by the TIMOTHY Fund after the Closing.
(b) the NOAH Fund will not acquire the shares of beneficial interest of the
TIMOTHY Fund for the purpose of making distributions thereof other than to
the NOAH Fund's shareholders.
(c) by the Closing, all of the NOAH Fund's federal and other Tax returns and
reports required by law to be filed on or before such date shall have been
filed, and all federal and other Taxes shown as due on said returns shall
have either been paid or adequate liability reserves shall have been
provided for the payment of such Taxes.
(d) it will at the Closing provide TIMOTHY with:
1. a statement of the respective tax basis of all investments to be
transferred by the NOAH Fund to the TIMOTHY Fund.
2. a copy (which may be in electronic form) of the shareholder ledger
accounts including, without limitation, the name, address and
taxpayer identification number of each shareholder of record, the
number of shares of common stock of the NOAH Fund held by each
shareholder, the dividend reinvestment elections applicable to each
shareholder, and the backup withholding and nonresident alien
withholding certifications, notices or records on file with the NOAH
Fund with respect to each shareholder, for all of the shareholders
of record of the NOAH Fund's shares as of the Close of Business on
the Valuation Date, who are to become holders of the TIMOTHY Fund as
a result of the transfer of assets that is the subject of this
Agreement, certified by its transfer agent or its President or its
Vice-President to the best of their knowledge and belief.
(e) NOAH shall hold an Annual or Special Meeting of the NOAH Fund's
shareholders to consider and vote upon this Agreement (the "Special
Meeting") and shall take all other actions reasonably necessary to obtain
approval of the transactions contemplated herein. NOAH agrees to mail to
each shareholder of record entitled to vote at the Special Meeting at
which action on this Agreement is to be considered, in sufficient time to
comply with the requirements as to notice thereof, a Proxy Statement that
complies in all material respects with the applicable provisions of
Section 14(a) of the 1934 Act, and Section 20(a) of the 1940 Act, and the
rules and regulations promulgated thereunder.
41
(f) NOAH shall supply to TIMOTHY at the Closing, the statement of the assets
and liabilities described in Section 3(e) of this Agreement in conformity
with the requirements described in such Section.
7. COVENANTS OF TIMOTHY
TIMOTHY represents and warrants to NOAH that:
(a) the shares of beneficial interest of the TIMOTHY Fund to be issued and
delivered to the NOAH Fund pursuant to the terms of Sections 1 and 2
hereof shall have been duly authorized as of the Closing and, when so
issued and delivered, shall be registered under the 1933 Act, validly
issued, and fully paid and non-assessable, and no shareholder of the
TIMOTHY Fund shall have any statutory or contractual preemptive right of
subscription or purchase in respect thereof.
(b) it will continue to operate the business of the TIMOTHY Fund as presently
conducted between the date hereof and the Closing.
(c) by the Closing, all of TIMOTHY's federal and other tax returns and reports
required by law to be filed on or before such date shall have been filed
and all federal and other taxes shown as due on said returns shall have
either been paid or adequate liability reserves shall have been provided
for the payment of such taxes.
(d) it shall supply to NOAH, at the Closing, the statement of assets and
liabilities described in Section 4(d) of this Agreement in conformity with
the requirements described in such Section.
8. CONDITIONS PRECEDENT TO BE FULFILLED BY NOAH AND TIMOTHY
The obligations of NOAH and TIMOTHY to effectuate this Agreement and the
Plan of Reorganization hereunder shall be subject to the following respective
conditions:
(a) That (1) all the representations and warranties of each party contained
herein shall be true and correct in all material respects as of the
Closing with the same effect as though made as of and at such date; (2)
each party shall have performed all obligations required by this Agreement
to be performed by it at or prior to the Closing; and (3) each party shall
have delivered to such party a certificate signed by the President or
Vice-President and by the Secretary or equivalent officer to the foregoing
effect.
(b) That each party shall have delivered to the other party a copy of the
resolutions approving this Agreement adopted by each party's Board of
Directors or Trustees, as applicable, certified by the Secretary or
equivalent officer.
42
(c) That NOAH shall have delivered to TIMOTHY a copy of the letter from its
Board of Directors terminating the sub-advisory agreement with Geewax
Terker & Co. on behalf of the NOAH Fund, such termination to be effective
on the date of Closing and written notice of which shall have been given
not less than sixty (60) days prior to the date of Closing.
(c) That the Securities and Exchange Commission (the "Commission") shall not
have issued an unfavorable advisory report under Section 25(b) of the 1940
Act, nor instituted nor threatened to institute any proceeding seeking to
enjoin the consummation of the reorganization contemplated hereby under
Section 25(c) of the 1940 Act, and no other legal, administrative or other
proceeding shall be instituted or threatened that would materially and
adversely affect the financial condition of either party or would prohibit
the transactions contemplated hereby.
(d) That this Agreement and the Plan of Reorganization and the transactions
contemplated hereby shall have been approved by the appropriate actions of
the shareholders of the NOAH Fund at an annual or special meeting or any
adjournment thereof.
(e) That NOAH shall have declared a distribution or distributions prior to the
Valuation Date that, together with all previous distributions, shall have
the effect of distributing to the shareholders of the NOAH Fund (i) all of
its ordinary income and all of its capital gain net income, if any, for
the period from the close of its last fiscal year to the Close of Business
on the Valuation Date, and (ii) any undistributed ordinary income and
capital gain net income from any prior period. Capital gain net income has
the meaning given such term by Section 1222(g) of the Code.
(f) That all required consents of other parties and all other consents, orders
and permits of federal, state and local authorities (including those of
the Commission and of state blue sky securities authorities, including any
necessary "no-action" positions or exemptive orders from such federal and
state authorities) to permit consummation of the transactions contemplated
hereby shall have been obtained, except where failure to obtain any such
consent, order or permit would not involve risk of material adverse effect
on the assets and properties of the NOAH Fund.
(g) That prior to or at the Closing, TIMOTHY, on behalf of the TIMOTHY Fund,
shall receive an opinion from David Jones & Assoc., P.C. (the "Jones Law
Firm") to the effect that, provided the acquisition contemplated hereby is
carried out in accordance with this Agreement and in accordance with
customary representations provided by TIMOTHY and the TIMOTHY certificates
delivered to the Jones Law Firm:
1. The acquisition by TIMOTHY of substantially all of the assets and
the assumption of the liabilities of the NOAH Fund in exchange
solely for the TIMOTHY Fund Class A Shares to be issued pursuant to
Sections 1 and 2 hereof, followed by the distribution by the NOAH
Fund to its shareholders of the TIMOTHY Fund Class A Shares in
complete liquidation of the NOAH Fund, will qualify as a
reorganization within the meaning of Section 368(a)(1)(F) of the
Code, and the TIMOTHY Fund and the NOAH Fund will each be a "party
to the reorganization" within the meaning of Section 368(b) of the
Code;
2. No gain or loss will be recognized by the NOAH Fund upon the
transfer of substantially all of its assets to, and the assumption
of the liabilities by the TIMOTHY Fund in exchange solely for the
voting shares of the TIMOTHY Fund (to be issued in accordance with
Sections 1 and 2 hereof) under Section 361(a) and Section 357(a) of
the Code;
3. No gain or loss will be recognized by the TIMOTHY Fund upon the
receipt by it of substantially all of the assets and the assumption
of the liabilities of the NOAH Fund in exchange solely for the
voting shares of the TIMOTHY Fund (to be issued in accordance with
Section 1 hereof) under Section 1032(a) of the Code;
43
4. No gain or loss will be recognized by the NOAH Fund upon the
distribution of the TIMOTHY Fund shares to the NOAH Fund
shareholders in accordance with Sections 1 and 2 hereof in
liquidation of the NOAH Fund under Section 361(c)(1) of the Code.
5. The basis of the assets of the NOAH Fund received by the TIMOTHY
Fund will be the same as the basis of such assets to the NOAH Fund
immediately prior to the exchange under Section 362(b) of the Code;
6. The holding period of the assets of the NOAH Fund received by the
TIMOTHY Fund will include the period during which such assets were
held by the NOAH Fund under Section 1223(2) of the Code;
7. No gain or loss will be recognized by the shareholders of the NOAH
Fund upon the exchange of their shares in the NOAH Fund for the
voting shares (including fractional shares to which they may be
entitled) of the TIMOTHY Fund (to be issued in accordance with
Sections 1 and 2 hereof) under Section 354(a) of the Code;
8. The basis of the TIMOTHY Fund shares received by the NOAH Fund
shareholders in accordance with Sections 1 and 2 hereof (including
fractional shares to which they may be entitled) will be the same as
the basis of the shares of the NOAH Fund exchanged therefor under
Section 358(a)(1) of the Code;
9. The holding period of the TIMOTHY Fund's shares received by the NOAH
Fund's shareholders in accordance with Sections 1 and 2 hereof
(including fractional shares to which they may be entitled) will
include the holding period of the NOAH Fund's shares surrendered in
exchange therefor, provided that the NOAH Fund shares were held as a
capital asset on the date of the Reorganization under Section
1223(l) of the Code; and
10. The TIMOTHY Fund will succeed to and take into account as of the
date of the transfer (as defined in Section 1.381(b)-1(b) of the
regulations issued by the United States Treasury (the "Treasury
Regulations")) the items of the NOAH Fund described in Section
381(c) of the Code.
(h) That TIMOTHY shall have received an opinion in form and substance
reasonably satisfactory to it from Stradley, Ronon, Stevens & Young, LLP
(SRS&Y"), counsel to NOAH, to the effect that, subject in all respects to
the effects of bankruptcy, insolvency, arrangement among creditors,
moratorium, fraudulent transfer or conveyance, and other similar laws of
general applicability relating to or affecting creditor's rights and to
general equity principles:
1. NOAH was created as a corporation under the laws of the State of
Maryland on December 16, 1992 and is validly existing and in good
standing under the laws of the State of Maryland;
2. NOAH is authorized to issue 100,000,000 shares of common stock,
having a par value of $0.001, of the the NOAH Fund. Assuming that
the initial shares of common stock of the NOAH Fund were issued in
accordance with the 1940 Act, the Articles of Incorporation, all
amendments and supplements thereto, and By-
44
Laws of NOAH, and that all other such outstanding shares of the NOAH
Fund were sold, issued and paid for in accordance with the terms of
the NOAH Fund prospectus in effect at the time of such sales, each
such outstanding share is validly issued, fully paid, non-assessable
and has full voting rights and, except for any shares sold pursuant
to the private offering exemption for purposes of raising initial
capital, is freely transferable;
3. NOAH is an open-end, investment management company of the series
type registered as such under the 1940 Act;
4. Except as disclosed in the NOAH Fund's currently effective
prospectus, such counsel does not know of any material suit, action,
or legal or administrative proceeding pending or threatened against
NOAH, the unfavorable outcome of which would materially and
adversely affect NOAH or the NOAH Fund;
5. To such counsel's knowledge, no consent, approval, authorization or
order of any court, governmental authority or agency is required for
the consummation by NOAH of the transactions contemplated by this
Agreement, except such as have been obtained under the 1933 Act, the
1934 Act, the 1940 Act, and Maryland laws (including, in the case of
each of the foregoing, the rules and regulations thereunder) and
such as may be required under state securities laws;
6. Neither the execution, delivery nor performance of this Agreement by
NOAH violates any provision of its Articles of Incorporation, any
amendments or supplements thereto, its By-Laws, or the provisions of
any agreement or other instrument, known to such counsel to which
NOAH is a party or by which NOAH is otherwise bound; and
7. This Agreement has been validly authorized, executed and delivered
by NOAH and represents the legal, valid and binding obligation of
NOAH and is enforceable against NOAH in accordance with its terms.
In giving the opinions set forth above, the Jones Law Firm and/or SRS&Y,
as the case may be, may state that it is relying on certificates of the officers
of NOAH with regard to matters of fact and certain certifications and written
statements of governmental officials with respect to the good standing of NOAH.
(i) That NOAH shall have received an opinion in form and substance reasonably
satisfactory to it from the Jones Law Firm, counsel to TIMOTHY, to the
effect that, subject in all respects to the effects of bankruptcy,
insolvency, arrangement among creditors, moratorium, fraudulent transfer
or conveyance, and other similar laws of general applicability relating to
or affecting creditor's rights and to general equity principles:
1. TIMOTHY was created as a statutory trust under the laws of the State
of Delaware on December 14, 1993, and is validly existing and in
good standing under the laws of the State of Delaware;
2. TIMOTHY is authorized to issue an unlimited number of shares of
beneficial interest, $0.0001 par value, of the TIMOTHY Fund.
Assuming that the initial shares of beneficial interest of the
TIMOTHY Fund were issued in accordance with the 1940 Act and
TIMOTHY's Agreement and Declaration of Trust and By-
45
Laws, and that all other such outstanding shares of the TIMOTHY Fund
were sold, issued and paid for in accordance with the terms of the
TIMOTHY Fund's prospectus in effect at the time of such sales, each
such outstanding share is validly issued, fully paid, non-assessable
and has full voting rights and, except for any shares sold pursuant
to the private offering exemption for purposes of raising initial
capital, is freely transferable;
3. TIMOTHY is an open-end management investment company of the series
type registered as such under the 1940 Act;
4. Except as disclosed in the TIMOTHY Fund's currently effective
prospectus, such counsel does not know of any material suit, action,
or legal or administrative proceeding pending or threatened against
TIMOTHY, the unfavorable outcome of which would materially and
adversely affect TIMOTHY or the TIMOTHY Fund;
5. The shares of beneficial interest of the TIMOTHY Fund to be issued
pursuant to the terms of Sections 1 and 2 hereof have been duly
authorized and, when issued and delivered as provided in this
Agreement, will have been validly issued and fully paid and will be
non-assessable by TIMOTHY or the TIMOTHY Fund, and to such counsel's
knowledge, no shareholder has any preemptive right to subscription
or purchase in respect thereof;
6. To such counsel's knowledge, no consent, approval, authorization or
order of any court, governmental authority or agency is required for
the consummation by TIMOTHY of the transactions contemplated by this
Agreement, except such as have been obtained under the 1933 Act, the
1934 Act, the 1940 Act, and Delaware laws (including, in the case of
each of the foregoing, the rules and regulations thereunder) and
such as may be required under state securities laws;
7. Neither the execution, delivery nor performance of this Agreement by
TIMOTHY violates any provision of its Agreement and Declaration of
Trust, its By-Laws, or the provisions of any agreement or other
instrument, known to such counsel to which TIMOTHY is a party or by
which TIMOTHY is otherwise bound; and
8. This Agreement has been validly authorized, executed and delivered
by TIMOTHY and represents the legal, valid and binding obligation of
TIMOTHY and is enforceable against TIMOTHY in accordance with its
terms.
In giving the opinions set forth above, the Jones Law Firm may state that
it is relying on certificates of the officers of TIMOTHY with regard to matters
of fact and certain certifications and written statements of governmental
officials with respect to the good standing of TIMOTHY.
(j) That TIMOTHY's Registration Statement with respect to the shares of
beneficial interest of the TIMOTHY Fund to be delivered to the NOAH Fund's
shareholders in accordance with Section 1 hereof shall be effective as of
the Closing, and no stop order suspending the effectiveness of the
Registration Statement or any amendment or supplement thereto, shall have
been issued prior to the Closing or shall be in effect at the Closing, and
no proceedings for the issuance of such an order shall be pending or
threatened on that date.
(k) That the shares of beneficial interest of the TIMOTHY Fund to be delivered
in
46
accordance with Sections 1 and 2 hereof shall be eligible for sale by
TIMOTHY with each state commission or agency with which such eligibility
is required in order to permit the shares lawfully to be delivered to each
NOAH Fund shareholder.
(k) That at the Closing, NOAH, on behalf of the NOAH Fund, transfers to the
TIMOTHY Fund aggregate Net Assets of the NOAH Fund comprising at least 90%
in fair market value of the total net assets and 70% in fair market value
of the total gross assets recorded on the books of the NOAH Fund at the
Close of Business on the Valuation Date.
9. FEES AND EXPENSES; OTHER AGREEMENTS
(a) The expenses of entering into and carrying out the provisions of this
Agreement, whether or not consummated, shall be borne by TPL, investment
manager of the TIMOTHY Fund, except for those expenses contemplated in
Section 8(h), which expenses shall be borne by Polestar, and such other
legal expenses of NOAH as may be incurred by the Independent Directors
and/or the Board of NOAH in furtherance of this Agreement and the
transactions contemplated thereby, all of which shall be borne by
Polestar.
(b) Any other provision of this Agreement to the contrary notwithstanding, any
liability of NOAH under this Agreement with respect to any series of NOAH,
or in connection with the transactions contemplated herein with respect to
any series of NOAH, shall be discharged only out of the assets of that
series of NOAH, and no other series of the NOAH shall be liable with
respect thereto.
(c) Any other provision of this Agreement to the contrary notwithstanding, any
liability of TIMOTHY under this Agreement with respect to any series of
TIMOTHY, or in connection with the transactions contemplated herein with
respect to any series of TIMOTHY, shall be discharged only out of the
assets of that series of TIMOTHY, and no other series of TIMOTHY shall be
liable with respect thereto.
10. TERMINATION; WAIVER; ORDER
(a) Anything contained in this Agreement to the contrary notwithstanding, this
Agreement may be terminated and the Plan of Reorganization abandoned at
any time (whether before or after adoption thereof by the shareholders of
the NOAH Fund) prior to the Closing as follows:
1. by mutual consent of NOAH and TIMOTHY;
2. by TIMOTHY if NOAH shall have materially breached any condition or
obligation set forth in this Agreement, unless waived by TIMOTHY;
3. by NOAH if TIMOTHY shall have materially breached any condition or
obligation set forth in this Agreement, unless waived by NOAH; or
4. by either party in the event that the non-terminating party becomes
subject to an event or condition that results or may result in a
materially adverse change in its condition or in the condition of
its respective series.
(b) If the transactions contemplated by this Agreement have not been
consummated by March 15, 2005, this Agreement shall automatically
terminate on that date, unless a later date is agreed to by both NOAH and
TIMOTHY.
47
(c) In the event of termination of this Agreement pursuant to the provisions
hereof, the same shall become void and have no further effect, and there
shall not be any liability on the part of either NOAH or TIMOTHY or
persons who are their Directors, officers, agents or shareholders in
respect of this Agreement, except that if NOAH and TIMOTHY terminate this
Agreement in reliance upon Section 10(a)(1) above, Polestar shall be
liable to TPL for all expenses relating to this Agreement incurred by TPL
through the date of termination, unless waived by TPL.
(d) At any time prior to the Closing, any of the terms or conditions of this
Agreement may be waived by either NOAH or TIMOTHY, respectively (whichever
is entitled to the benefit thereof).
(e) The respective representations, warranties and covenants contained in
Sections 3-7 hereof shall expire with, and be terminated by, the
consummation of the Plan of Reorganization, and neither NOAH nor TIMOTHY,
nor any of their officers, Directors, agents or shareholders shall have
any liability with respect to such representations or warranties after the
Closing. This provision shall not protect any officer, Director, agent or
shareholder of NOAH or TIMOTHY against any liability to the entity for
which that officer, Director, agent or shareholder so acts or to its
shareholders to which that officer, Director, agent or shareholder would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties in the conduct of such
office.
(f) If any order or orders of the Commission with respect to this Agreement
shall be issued prior to the Closing and shall impose any terms or
conditions that are determined by action of the Board of Directors of NOAH
or the Board of Trustees of TIMOTHY to be acceptable, such terms and
conditions shall be binding as if a part of this Agreement without further
vote or approval of the shareholders of the NOAH Fund, unless such further
vote is required by applicable law or by mutual consent of the parties. If
any order or orders of the Commission with respect to this Agreement shall
be issued prior to the Closing and shall impose any terms or conditions
that are determined by NOAH or TIMOTHY to be unacceptable, then this
Agreement shall immediately terminate.
11. LIABILITY OF TIMOTHY AND NOAH
(a) Each party acknowledges and agrees that all obligations of TIMOTHY under
this Agreement are binding only with respect to the TIMOTHY Fund; that any
liability of TIMOTHY under this Agreement with respect to the TIMOTHY
Fund, or in connection with the transactions contemplated herein with
respect to the TIMOTHY Fund, shall be discharged only out of the assets of
the TIMOTHY Fund; that no other series of TIMOTHY shall be liable with
respect to this Agreement or in connection with the transactions
contemplated herein; and that neither NOAH nor the NOAH Fund shall seek
satisfaction of any such obligation or liability from the shareholders of
TIMOTHY, the Trustees, officers, employees or agents of TIMOTHY, or any of
them.
(b) Each party acknowledges and agrees that all obligations of NOAH under this
Agreement are binding only with respect to the NOAH Fund; that any
liability of NOAH under this Agreement with respect to the NOAH Fund, or
in connection with the transactions contemplated herein with respect to
the NOAH Fund shall be discharged only out of the assets of the NOAH Fund;
that no other series of NOAH shall be liable with respect to this
48
Agreement or in connection with the transactions contemplated herein; and
that neither TIMOTHY nor the TIMOTHY Fund shall seek satisfaction of any
such obligation or liability from the shareholders of NOAH, the Directors,
officers, employees or agents of NOAH, or any of them.
12. COOPERATION AND EXCHANGE OF INFORMATION
TIMOTHY and NOAH will provide each other and their respective
representatives with such cooperation and information as either of them
reasonably may request of the other in filing any Tax returns, amended returns
or claims for refund, determining a liability for Taxes or a right to a refund
of Taxes or participating in or conducting any audit or other proceeding in
respect of Taxes. Each party or their respective agents will retain for a period
of six (6) years following the Closing all returns, schedules and work papers
and all material records or other documents relating to Tax matters of the NOAH
Fund and the TIMOTHY Fund for its taxable period first ending after the Closing
and for all prior taxable periods.
13. ENTIRE AGREEMENT AND AMENDMENTS
This Agreement embodies the entire agreement between the parties, and
there are no agreements, understandings, restrictions, or warranties between the
parties other than those set forth herein or herein provided for. This Agreement
may be amended only by mutual consent of the parties in writing. Neither this
Agreement nor any interest herein may be assigned without the prior written
consent of the other party.
14. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all such counterparts together
shall constitute but one instrument.
15. NOTICES
Any notice, report, or demand required or permitted by any provision of
this Agreement shall be in writing and shall be deemed to have been given if
delivered or mailed, first class postage prepaid, addressed to the following
addresses:
TO NOAH:
The Noah Investment Group, Inc.
975 Delchester Road
Newton Square, PA 19073
Attn: William L. Van Alen, Jr.
TO TIMOTHY:
The TIMOTHY Plan
1304 West Fairbanks Avenue
Winter Park, FL 32789
Attn: Arthur D. Ally
16. GOVERNING LAW
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the state of Delaware, except that any conflict of
law rule of Delaware that may require reference to the laws of some other
jurisdiction shall be disregarded, provided that nothing herein shall be
construed in a manner inconsistent with the 1940 Act or the Advisers Act or the
rules, orders, or regulations of such governmental agencies having authority
with respect to such Acts.
49
17. EFFECT OF FACSIMILE SIGNATURE
A facsimile signature of an authorized officer of a party hereto on this
Agreement and/or any transfer document shall have the same effect as if executed
in the original by such officer.
IN WITNESS WHEREOF, NOAH and TIMOTHY have each caused this Agreement and
Plan of Reorganization to be executed on its behalf by its duly authorized
officers, all as of the day and year first-above written.
THE NOAH INVESTMENT GROUP, INC., ON BEHALF OF
THE NOAH FUND EQUITY PORTFOLIO
- --------------------------------------
By: William L. Van Alen, Jr
Title: President & Chairman of the Board
THE TIMOTHY PLAN, ON BEHALF OF
THE TIMOTHY PLAN LARGE/MID-CAP GROWTH FUND
- --------------------------------------
By: Arthur D. Ally
Title: President & Chairman of the Board
50
NOAH INVESTMENT GROUP, INC.
C/O CITCO MUTUAL FUND SERVICES, INC.
83 GENERAL WARREN BLVD., SUITE 200
MALVERN, PA 19355
PROXY FOR THE SPECIAL MEETING OF THE SHAREHOLDERS
OF THE
NOAH FUND EQUITY PORTFOLIO
MARCH 15, 2005
PROXY
The undersigned hereby revokes all previous proxies for his/her shares and
appoints William L. Van Alen, Jr., Edmond R. Cocci and Theresa McNamee as
attorney and proxy with full power of substitution to vote and act with respect
to all shares of the NOAH Fund Equity Portfolio (the "Fund"), a series of NOAH
Investment Group, Inc. ("NOAH"), held of record by the undersigned at the
Special Meeting of Shareholders of the Fund to be held at the offices of NOAH's
administrator, Citco Mutual Fund Services, Inc., 83 General Warren Blvd., Suite
200, Malvern, PA 19355 on March 15, 2005, at 10:00 a.m. Eastern Time, as
adjourned from time to time ("Meeting"), and instructs each of them to vote as
indicated on the matters referred to in the Prospectus/Proxy Statement for the
Meeting, with discretionary power to vote upon such other business as may
properly come before the Meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF NOAH. THE BOARD OF
DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE FOLLOWING PROPOSALS:
VOTE ON PROPOSAL:
PROPOSALS:
1. Approve the proposed Plan of Reorganization and the transactions contemplated
thereby with respect to the Fund.
FOR |__| AGAINST |__| ABSTAIN |__|
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE FOR THE
PROPOSAL, THIS PROXY WILL BE VOTED FOR THAT PROPOSAL.
Receipt of the Notice of Special Meeting and Prospectus/Proxy Statement is
hereby acknowledged.
Date:__________________, 2005
Please date and sign exactly as the name or names appear on your shareholder
account statement. When signing as attorney, Director, executor, administrator,
custodian, guardian or corporate officer, please give full title. If shares are
held jointly, each shareholder should sign.
- --------------------------- ------------------------------
Signature Signature (if held jointly)
- --------------------------- ------------------------------
Title (If applicable) Title (If applicable)
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
51
PART B
STATEMENT OF ADDITIONAL INFORMATION
DATED FEBRUARY 15, 2005
ACQUISITION OF THE ASSETS OF THE
NOAH FUND EQUITY PORTFOLIO
A SERIES OF THE NOAH INVESTMENT GROUP, INC.
BY AND IN EXCHANGE FOR SHARES OF THE
TIMOTHY PLAN LARGE/MID-CAP GROWTH FUND
A SERIES OF THE TIMOTHY PLAN
(REGISTRANT)
This Statement of Additional Information (SAI) relates specifically to the
proposed delivery of substantially all of the assets of the NOAH Fund Equity
Portfolio (the "NOAH Fund") in exchange for shares of the Timothy Plan
Large/Mid-Cap Growth Fund (the "TIMOTHY Fund") and the assumption by the TIMOTHY
Fund of the liabilities of the NOAH Fund.
This SAI consists of this Cover Page and the following documents, each of which
is attached to and considered to be a part of this SAI:
1. Statement of Additional Information of the TIMOTHY Fund dated May 1, 2004.
2. Annual Report of the NOAH Fund for the fiscal year ended October 31, 2004.
3. Annual Report of the TIMOTHY Fund for the period ended December 31, 2003.
4. Semi-Annual Report of the TIMOTHY Fund for the period ended June 30, 2004.
This SAI is not a prospectus; you should read this SAI in conjunction with the
Proxy Statement/Prospectus dated February 15, 2005, relating to the
above-referenced transaction. You can request a copy of the Proxy
Statement/Prospectus by calling 1-800-794-6624 or writing to NOAH at 975
Delchester Road, Newtown Square, PA 19355.
Statement of Additional Information of the TIMOTHY Fund dated May 1, 2004, as
amended August 6, 2004, as previously filed via EDGAR is incorporated herein by
reference to Post-Effective Amendment No. 20 filed April 30, 2004 and will be
mailed to any Shareholder who requests this SAI.
FINANCIAL STATEMENTS
Annual Report of the NOAH Fund for the fiscal year ended October 31, 2004 as
previously filed via EDGAR is incorporated herein by reference and will be
mailed to any Shareholder who requests this SAI.
Annual Report of the TIMOTHY Fund for the period ended December 31, 2003 as
previously filed via EDGAR is incorporated herein by reference and will be
mailed to any Shareholder who requests this SAI.
Semi-Annual Report of the TIMOTHY Fund for the period ended June 30, 2004 as
previously filed via EDGAR is incorporated herein by reference and will be
mailed to any Shareholder who requests this SAI.
52
Pro forma financial statements are not included for Registrant because the net
asset value of the NOAH Fund did not exceed ten percent of the net asset value
of Registrant as of January 11, 2005, which is within 30 days prior to the
filing of the registration statement related to the reorganization, no pro forma
financial statements are included as part of this SAI.
.................................................................................
PART C
OTHER INFORMATION
DATED FEBRUARY 15, 2005
ACQUISITION OF THE ASSETS OF THE
NOAH FUND EQUITY PORTFOLIO
A SERIES OF THE NOAH INVESTMENT GROUP, INC.
BY AND IN EXCHANGE FOR SHARES OF THE
TIMOTHY PLAN LARGE/MID-CAP GROWTH FUND
A SERIES OF THE TIMOTHY PLAN
(REGISTRANT)
ITEM 15. INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to the Trustees, officers and controlling persons of the Registrant
pursuant to the foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a Trustee,
officer, or controlling person of the Registrant in connection with the
successful defense of any action, suit or proceeding) is asserted against the
Registrant by such Trustee, officer or controlling person in connection with the
shares being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
Under the terms of the Delaware Business Trust Act and the Registrant's
Agreement and Declaration of Trust and By-Laws, no officer or Trustee of the
Trust shall have any liability to the Trust or its shareholders for damages,
except to the extent such limitation of liability is precluded by Delaware law,
the Agreement and Declaration of Trust or the By-Laws.
The Delaware Business Trust Act, section 3817, permits a business trust to
indemnify any trustee, beneficial owner, or other person from and against any
claims and demands whatsoever. Section 3803 protects a trustee, when acting in
such capacity, from liability to any person other than the business trust or
beneficial owner for any act, omission, or obligation of the business trust or
any trustee thereof, except as otherwise provided in the Agreement and
Declaration of Trust.
53
The Agreement and Declaration of Trust provides that the Trustees shall not be
responsible or liable in any event for any neglect or wrong-doing of any
officer, agent, employee, manager or principal underwriter of the Trust, nor
shall any Trustee be responsible for the act or omission of any other Trustee,
and, subject to the provisions of the By-Laws, the Trust out of its assets may
indemnify and hold harmless each and every officer and Trustee of the Trust from
and against any and all claims, demands, costs, losses, expenses, and damages
whatsoever arising out of or related to such Trustee's performance of his or her
duties as a officer or Trustee of the Trust; provided that nothing contained in
the Agreement and Declaration of Trust shall indemnify, hold harmless or protect
any officer or Trustee from or against any liability to the Trust or any
shareholder to which he or she would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office.
The By-Laws provide indemnification for an officer or Trustee who was or is a
party or is threatened to be made a party to any proceeding (other than an
action by or in the right of the Trust), by reason of the fact that such person
is or was an agent of the Trust, against expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with such
proceeding, if it is determined that such person acted in good faith and
reasonably believed: (a) in the case of conduct in his official capacity as an
agent of the Trust, that his conduct was in the Trust's best interests and (b)
in all other cases, that his conduct was at least not opposed to the Trust's
best interests and (c) in the case of a criminal proceeding, that he had no
reasonable cause to believe the conduct of that person was unlawful.
The termination of any proceeding by judgment, order or settlement shall not of
itself create a presumption that the person did not meet the requisite standard
of conduct set forth above. The termination of any proceeding by conviction, or
a plea of nolo contendere or its equivalent, or any entry of an order of
probation prior to judgment, shall create a rebuttable presumption that the
person did not meet the requisite standard of conduct set forth above.
The By-Laws further provide indemnification for an officer or Trustee who was or
is a party or is threatened to be made a party to any proceeding by or in the
right of the Trust to procure a judgment in its favor by reason of the fact that
the person is or was an agent of the Trust, against expenses actually and
reasonably incurred by that person in connection with the defense or settlement
of that action if that person acted in good faith, in a manner that person
believed to be in the best interests of the Trust and with such care, including
reasonable inquiry, as an ordinarily prudent person in a like position would use
under similar circumstances.
The By-Laws provide no right to indemnification for any liability arising by
reason of willful misfeasance, bad faith, gross negligence, or the reckless
disregard of the duties involved in the conduct of an officer's or Trustee's
office with the Trust. Further no indemnification shall be made:
(a) In respect of any proceeding as to which an officer or Trustee shall have
been adjudged to be liable on the basis that personal benefit was
improperly received by him, whether or not the benefit resulted from an
action taken in the person's official capacity; or
(b) In respect of any proceeding as to which an officer or Trustee shall have
been adjudged to be liable in the performance of that person's duty to the
Trust, unless and only to the extent that the court in which that action
was brought shall determine upon application that in view of all the
relevant circumstances of the case, that person is fairly and
54
reasonably entitled to indemnity for the expenses which the court shall
determine; however, in such case, indemnification with respect to any
proceeding by or in the right of the Trust or in which liability shall
have been adjudged by reason of the disabling conduct set forth in the
preceding paragraph shall be limited to expenses; or
(c) Of amounts paid in settling or otherwise disposing of a proceeding, with
or without court approval, or of expenses incurred in defending a
proceeding which is settled or otherwise disposed of without court
approval, unless the required approval as set forth below is obtained.
The By-Laws provide to the extent that an officer or Trustee has been
successful, on the merits or otherwise, in the defense of any proceeding as set
forth above before a court or other body before whom a proceeding was brought,
the officer or Trustee shall be indemnified against expenses actually and
reasonably incurred by the officer or Trustee in connection therewith, provided
that the Board of Trustees, including a majority who are disinterested,
non-party Trustees, also determines that based upon a review of the facts, the
officer or Trustee was not liable by reason of the disabling conduct also as set
forth above.
Except as provided for in the preceding paragraph, the By-Laws provide that any
indemnification provided therein shall be made by the Trust only if authorized
in the specific case on a determination that indemnification of the officer or
Trustee is proper in the circumstances because the officer or Trustee has met
the applicable standard of conduct as set forth above and is not prohibited from
indemnification because of the disabling conduct also as set forth above, by:
(a) A majority vote of a quorum consisting of Trustees who are not parties to
the proceeding and are not interested persons of the Trust (as defined in
the Investment Company Act of 1940);
(b) A written opinion by an independent legal counsel; or
(c) The shareholders; however, shares held by an officer or Trustee who is a
party to the proceeding may not be voted on the subject matter.
The By-Laws permit expenses incurred in defending any proceeding as set forth
above to be advanced by the Trust before the final disposition of the proceeding
if (a) receipt of a written affirmation by the officer or Trustee of his good
faith belief that he has met the standard of conduct necessary for
indemnification as set forth therein and a written undertaking by or on behalf
of the officer or Trustee, such undertaking being an unlimited general
obligation to repay the amount of the advance if it is ultimately determined
that he has not me those requirements, and (b) a determination would not
preclude indemnification as set forth therein. Determinations and authorizations
of payments must be made in the manner specified above for determining that the
indemnification is permissible.
No indemnification or advance is permitted under the By-Laws, with limited
exceptions as set forth therein, in any circumstances where it appears:
(a) That it would be inconsistent with a provision of the Agreement and
Declaration of Trust of the Trust, a resolution of the shareholders, or an
agreement in effect at the time of accrual of the alleged cause of action
asserted in the proceeding in which the expenses were incurred or other
amounts were paid which prohibits or otherwise limits indemnification; or
55
(b) That it would be inconsistent with any condition expressly imposed by a
court in approving a settlement.
The Trustees and officers of the Trust are entitled and empowered under the
Agreement and Declaration of Trust and By-Laws, to the fullest extent permitted
by law, to purchase errors and omissions liability insurance with assets of the
Trust, whether or not a Fund would have the power to indemnify him against such
liability under the Agreement and Declaration of Trust or By-Laws.
ITEM 16. EXHIBITS
(1) Agreement and Declaration of Trust of Registrant was previously filed as
an Exhibit to Registrant's Post-Effective Amendment No. 4, and is
incorporated by reference herein.
(2) By-Laws of Registrant was previously filed as an Exhibit to Registrant's
Post-Effective Amendment No. 4, and is incorporated by reference herein.
(3) Not Applicable
(4) Agreement and Plan of Reorganization, dated December 20, 2004, by and
between Registrant, on behalf of the Timothy Plan Large/Mid-Cap Growth
Fund and The NOAH Investment Group, Inc., on behalf of the NOAH FUND
Equity Portfolio, is included as Exhibit 1 to Part A of this Registration
Statement and is incorporated by reference herein.
(5) Reference is made to the Agreement and Declaration of Trust of Registrant,
previously filed as an Exhibit to Registrant's Post-Effective Amendment
No. 4, and incorporated by reference herein.
(6) Investment Advisory Agreements Relating to Transaction.
(a) Registrant's Form of Amendment to the Investment Advisory Agreement
dated May 1, 1999 with Timothy Partners, Ltd., which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 9, is
incorporated by reference herein.
(b) Registrant's Form of Amendment to the Investment Advisory Agreement
dated May 1, 1998 with Timothy Partners, Ltd., which was filed as an
Exhibit to Registrant's Post-Effective No. 8, is incorporated by
reference herein.
(c) Registrant's Amendment dated March 12, 1997 to the Investment
Advisory Agreement dated January 19, 1994 with Timothy Partners,
Ltd., which was filed as an Exhibit to Registrant's Post-Effective
No. 6, is incorporated by reference herein .
(d) Registrant's Amendment dated August 28, 1995 to the Investment
Advisory Agreement dated January 19, 1994 with Timothy Partners,
Ltd., which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 4, is incorporated by reference herein.
(e) Registrant's Investment Advisory Agreement dated January 19, 1994
with Timothy Partners, Ltd., which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 4, is incorporated by
reference herein.
56
(f) Registrant's Sub-Advisory Agreement dated October 1, 2000 with
Timothy Partners, Ltd. and Rittenhouse Financial Services, Inc.,
which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 11 on August 17, 2001, is incorporated by reference
herein.
(7) Registrant's Underwriting Agreement dated July 1, 1997 with Timothy
Partners, Ltd. was previously filed as an Exhibit to Registrant's
Post-Effective No. 6 and is incorporated by reference herein.
(8) Not Applicable
(9) Registrant's Custodian Agreement was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 15 and is incorporated by reference herein.
(10) Registrant's Plan of Distribution for Class A Shares was was previously
filed as an Exhibit to Registrant's Post-Effective Amendment No. 9 and is
incorporated by reference herein. Registrant's Multiple Class Plan
pursuant to Rule 18f-3 was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 6 and is incorporated by reference herein.
(11) Opinion and Consent of David Jones & Assoc., P.C. as to the legality of
securities being registered was previously filed as an Exhibit to
Registrant's post-Effective Amendment # 20 and is incorporated by
reference herein.
(12) Opinions and Consents of Counsel Relating to Tax Matters
(a) Opinion and Consent of David Jones & Assoc., P.C.-to be filed by
amendment (b) Opinion and Consent of Stradley Ronon Stevens & Young,
LLP -to be filed by amendment
(13) Not Applicable
(14) Other Opinions and Consents
(a) Consent of Sanville & Co.-to be filed by amendment
(b) Consent of Tait, Weller & Baker-to be filed by amendment
(15) Not Applicable
(16) Powers of Attorney were filed as an Exhibit to Registrant's Post-Effective
Amendment No. 20 on March 5, 2004 and are incorporated by reference
herein.
(17) Not Applicable
ITEM 17. UNDERTAKINGS
1. The undersigned registrant agrees that prior to any public reoffering of
the securities registered through the use of a prospectus which is a part
of this registration statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) of the Securities Act of
1933, as amended, the reoffering prospectus will contain the information
called for by the applicable registration form for the reofferings by the
persons who may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
57
2. The undersigned registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act, each
post-effective amendment will be deemed to be a new registration statement
for the securities offered therein, and the offering of the securities at
that time shall be deemed to be the initial bona fide offering of them.
58
SIGNATURES
As required by the Securities Act of 1933, as amended, this registration
statement has been signed on behalf of the registrant, in the city of Winter
Park and the State of Florida on January __, 2005.
THE TIMOTHY PLAN
By: /s/ Arthur D. Ally
----------------------------
ARTHUR D. ALLY
Chairman, President and Treasurer
As required by the Securities Act of 1933, as amended, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Arthur D. Ally Chairman, President & January 18, 2005
- ------------------------------ Treasurer-Trustee
ARTHUR D. ALLY
/s/ Joseph E. Boatwright* Trustee, Secretary January 18, 2005
- ------------------------------
JOSEPH E. BOATWRIGHT
/s/ Matthew D. Staver* Trustee January 18, 2005
- ------------------------------
MATHEW D. STAVER
/s/ Jock M. Sneddon* Trustee January 18, 2005
- ------------------------------
JOCK M. SNEDDON
/s/ Wesley W. Pennington* Trustee January 18, 2005
- ------------------------------
WESLEY W. PENNINGTON
/s/ Charles E. Nelson* Trustee January 18, 2005
- ------------------------------
CHARLES E. NELSON
/s/ Scott Preissler, Ph.D.* Trustee January 18, 2005
- ------------------------------
SCOTT PREISSLER, Ph.D.
/s/ Alan M. Ross* Trustee January 18, 2005
- ------------------------------
Alan M. Ross
/s/ Robert Scraper* Trustee January 18, 2005
- ------------------------------
ROBERT SCRAPER
* By Arthur D. Ally, Attorney-In-Fact under Powers of Attorney
59