Toll Free: 800-662-0201

PROXY STATEMENT

Dated November 6, 2007

SPECIAL MEETING OF SHAREHOLDERS

To be Held on December 17, 2007

Introduction

The Board of Trustees (the “Board”) of the Timothy Plan (the “Trust”) has voted to call a special meeting of all shareholders of the Timothy Plan Large/Mid Cap Growth Fund (the “Fund”), in order to seek shareholder approval of one proposal relating to the Fund. The Special Meeting will be held at the offices of the Trust’s Administrator, Unified Fund Services, Inc. (“Unified”), 2960 Meridian Street, Suite 300, Indianapolis, IN 46208, at 10:00 AM Eastern Time, on Monday, December 17, 2007. If you expect to attend the Special Meeting in person, please call the Trust at 1-800-662-0201 to inform them of your intention. This proxy was first mailed to eligible shareholders on or about November 5, 2007.

Items for Consideration

The Special Meeting will be held to consider the following items of business:

Eligibility to Vote

If you were the record owner of any shares of the Fund as of the close of business on November 1, 2007 (the “Record Date”), then you are eligible to vote at the Special Meeting. As of the Record Date, the Fund had a total of 7,292,760.6 shares issued and outstanding. Each full share counts as one vote, and fractional shares count as fractional votes.

Voting by Proxy

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

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

If an additional matter is presented for vote at the Special Meeting, one of the appointed proxies will vote in accordance with his best judgment. At the time this proxy statement was printed, the Board was not aware of any other matter that needed to be acted upon at the Special Meeting other than the one Proposal discussed in this proxy statement.

If you appoint a proxy by signing and returning your proxy card(s), you can revoke that appointment at any time before it is exercised. You can revoke your proxy by sending in another proxy with a later date, or by notifying the Trust’s Secretary in writing, that you have revoked your proxy prior to the Special Meeting. The Trust’s Secretary is Mr. Joseph Boatwright and he may be reached at the following address: The Timothy Plan, 1055 Maitland Center Commons, Maitland, FL 32751.

Voting in Person

If you attend the Special Meeting and wish to vote in person, you will be given one ballot for each of your accounts when you arrive. If you have already voted by proxy and wish to vote in person instead, you will be given an opportunity to do so during the Special Meeting. If you attend the Special Meeting, but your shares are held in the name of your broker, bank or other nominee, you must bring with you a letter from that nominee stating that you are the beneficial owner of the shares on the Record Date and authorizing you to vote.

Requirement of a Quorum

A quorum is the number of outstanding shares, as of the Record Date, that must be present in person or by proxy in order for the Trust to hold a valid shareholder meeting. The Trust cannot hold a valid shareholder meeting unless there is a quorum of shareholders. For this Special Meeting, 3,646,381.3 (50% + 1) eligible shares of the Fund must be present, in person or by proxy, to constitute a quorum.

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

Required Votes to Approve the Proposal

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

Adjournments

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

Cost Of The Shareholder Meeting And Proxy Solicitation

The Fund is paying the costs of the Special Meeting. Certain employees of Timothy Partners, Ltd, Investment Adviser and Principal Underwriter to the Fund (“TPL”), or their designees, may be conducting proxy solicitations. TPL will not be charging the Fund for any costs associated with such solicitations.

Background

The Timothy Plan Large/Mid Cap Growth Fund (the “Fund”) invests the majority of its assets in the common stock of larger capitalization (over $2 billion in market capitalization) U.S. domestic companies with the objective of providing long term growth of capital (balance of sentence deleted). The Fund currently offers Class A and Class C shares. Class A shares of the Fund commenced investment operations on July 14, 1999, and Class C shares commenced investment operations on February 3, 2004.

Timothy Partners, Ltd. (“TPL”), 1055 Maitland Center Commons, Maitland, FL 32751, serves as investment adviser to the Fund under a written investment advisory agreement approved by the Board and separately ratified by the Fund’s shareholders. The investment advisory agreement with TPL has been in effect since the Fund’s inception and was last renewed by the Board on February 23, 2007.

TPL is a Florida limited partnership organized on December 6, 1993 and is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser. Mr. Arthur D. Ally is President of TPL and is responsible for the day-to-day activities of TPL. Covenant Funds, Inc., a Florida corporation (“CFI”), is the managing general partner of TPL. Mr. Ally also is President and 75% shareholder of CFI. Mr. Ally had over eighteen years experience in the investment industry prior to founding TPL, having worked for Prudential Bache, Shearson Lehman Brothers and Investment Management & Research. In addition to his positions as President of TPL and CFI, Mr. Ally also serves as President and Chairman of the Board of Trustees of the Trust. Mr. Ally does not receive any compensation for his services to the Trust as an officer or Trustee of the Trust, but he does receive compensation from TPL as a result of his ownership interest in TPL and service as an officer and director of TPL.

For its services to the Fund, TPL receives a fee, calculated daily and paid monthly, equal to an annual rate of 0.85% of the average daily net assets of the Fund.

The Investment Management Structure

Along with most of the Timothy Plan funds, the Fund operates under a “manager of managers” structure. Under that structure, TPL serves as the investment adviser to the Fund and is responsible for the overall management and supervision of the Fund and its operations. However, the day-to-day selection of securities for the Fund and the provision of a continuing and cohesive Fund investment strategy is handled by one or more sub-advisers. One of TPL’s principal responsibilities to the Fund as investment adviser is to select and recommend suitable firms to offer day-to-day investment management services to the Fund as sub-advisers. These sub-advisory firms are paid for their services to the Fund by TPL out of the fees paid to TPL by the Fund.

Rittenhouse Financial Services, Inc. (“Rittenhouse”), One Radnor Corporate Center, Radnor, PA 19087, currently serves as sub-investment adviser to the Fund under a written sub-advisory agreement with the Trust and TPL. The sub-advisory agreement was originally approved by the Fund’s shareholders pursuant to a special shareholders meeting and was last renewed by the Board on February 23, 2007.

On or about August 24, 2007, TPL, on behalf of the Board of Trustees, informed Rittenhouse that its agreement to serve as sub-adviser to the Fund was being terminated, such termination to become effective as of the close of business on November 13, 2007. This action was taken after ongoing consultations by and between TPL and the Board concerning Rittenhouse’s ongoing capabilities and historical investment performance. As a result of the departure of the Fund's principal portfolio manager and an impending change of control of Rittenhouse, TPL and the Board ultimately agreed that a new firm with greater resources and a more consistent track record of performance would likely be beneficial to the Fund’s future growth and would better serve the Fund’s shareholders. TPL will manage the Fund’s investment operations until Chartwell is approved as the new sub-adviser.

TPL, in anticipation of the departure of Rittenhouse, engaged the firm of UBS PRIME Consultants to assist it in a search to find a new sub-adviser for the Fund. A thorough search and vetting process involving a number of candidates was undertaken, and after interviewing a number of potential replacements, TPL and UBS submitted Chartwell Investment Partners (“Chartwell”) to the Board for its consideration. Chartwell, in turn, agreed to begin providing services to the Fund on the first business day of January 2008, subject to Board and Fund shareholder approval.

Chartwell Investment Partners (“Chartwell”)

Chartwell Investment Partners, 1235 Westlakes Drive, Suite 400, Berwyn, PA 19312, was established in 1997 as a Pennsylvania Partnership and is registered with the Securities and Exchange Commission as an investment advisory firm under the Investment Advisers Act of 1940, as amended. As of September 30, 2007, Chartwell managed approximately $6.2 billion in client assets.

Chartwell will utilize a team of investment professionals to manage the Large/Mid Cap Growth Fund's assets. The portfolio team members include:

Jason P. Small, CFA: Principal, Assistant Portfolio Manager

Mr. Small earned a Bachelor’s degree in Mechanical Engineering from Vanderbilt University and an MBA from the University of North Carolina, Kenan-Flagler Business School. He holds the Chartered Financial Analyst designation. Prior to joining Chartwell, he was a Project Engineer of Research and Development at Tyco International, Ltd. from 1998 to 2001. Prior to 1998, he worked at Honeywell, Inc. as a Mechanical Engineer.

Mark J. Cunnee: Managing Partner, Senior Portfolio Manager

Mr. Cunneen earned a Bachelor of Business Administration degree in Accounting from The University of Notre Dame and an MBA from the University of Pennsylvania's Wharton School. Prior to joining Chartwell, Mr. Cunneen was a Managing Partner and Portfolio Manager at Churchfield Capital where he founded and managed long/short equity hedge funds. From 2000 to 2002, he was employed by J. & W. Seligman as a Portfolio Manager and was head of the Small Cap Growth product. From 1999 to 2000, he was a Portfolio Manager and headed the Small Cap Growth product at Alliance Capital Management. From 1992 to 1998, he was a Partner and Portfolio Manager and also headed the Small Cap Growth product at Chancellor Capital Management.

Each team member has a number of other Chartwell professionals supporting their efforts. The members of the Chartwell investment team average in excess of 18 years experience in the investment field.

The compensation paid to a Chartwell portfolio manager consists of base salary, annual bonus and ownership distributions. A portfolio manager’s base salary is determined by Chartwell’s Compensation Committee and is reviewed at least annually. A portfolio manager’s experience, historical performance, and role in firm or product team management are the primary considerations in determining the base salary. Industry benchmarking is utilized by the Compensation Committee on an annual basis. Annual bonuses are determined by the Compensation Committee based on a number of factors. The primary factor is a performance-based compensation schedule that is applied to all accounts managed by a portfolio manager within a particular investment product and is not specific to any one account. The bonus is calibrated based on the gross composite performance of such accounts for one-year and three-year periods (where applicable) versus (1) the appropriate benchmark and (2) peer group rankings by product category. The bonus also considers the individual’s stock selection performance as it relates to sector responsibilities versus sector performance within the appropriate benchmark. Portfolio construction, sector and security weighting and performance are reviewed by the Compliance and Compensation Committees to prevent a manager from taking undue risks.

Additional factors used to determine the annual bonus include the portfolio manager’s contribution as an analyst, product team management and contribution to the strategic planning and development of the investment group, as well as the firm. Ownership distributions are paid to a portfolio manager based on the portfolio manager’s ownership interest or percentage limited partner interest in Chartwell multiplied by total net cash distributions paid during the year.

Board Considerations

On August 24, 2007, the Fund's Board of Trustees held a regular Quarterly meeting to consider, among its stated business, a new sub-investment adviser for the Fund, and after full deliberation, selected Chartwell to serve in that capacity.

During its deliberations, the Board reviewed the qualifications of Chartwell and heard a presentation by representatives of UBS PRIME Consultants and TPL relating to Chartwell. Mr. Ally reported that he and Independent Trustee Wes Pennington had traveled to Chartwell's offices in Berwyn Pennsylvania to conduct due diligence on the firm, to hear a formal presentation from the firm with respect to managing the Fund, and to assure themselves that no material negative matters existed that would prevent the Fund from engaging Chartwelll. Mr. Ally and Mr. Pennington each expressed confidence and praise for the firm and in the firm’s ability to serve the Fund.

The Board then received written information relating to the experience, strengths, other clients and past investment performance of Chartwell and noted with approval the firm’s consistently above-average investment performance, its size and level of expertise, and quality of clientele. The Board noted with further approval that no officer or trustee of the Fund or Trust was affiliated with Chartwell, and that no compensation was to be paid to Chartwell other than advisory fees under the proposed agreement. The Board also reviewed the financial condition of Chartwell and questioned both TPL and UBS at length to assure themselves that Chartwell was financially capable of undertaking the responsibilities of serving the Fund.

The Board then turned its attention to the terms of the proposed sub-advisory agreement. Under the terms of the proposed sub-advisory agreement with Chartwell, Chartwell would be responsible for providing day-to-day investment advice and choosing the securities in which the Fund invests. Chartwell would report directly to TPL, and TPL would be responsible to report to the Board for any errors or omissions made by Chartwell. Chartwell would not be responsible for mistakes or errors of judgment in its management of the investments of the Fund unless those mistakes or errors of judgment resulted from gross negligence, willful misfeasance or intentional wrongdoing. The proposed sub-advisory agreement would have an initial term of not more than two years, and could be renewed annually thereafter by affirmative vote of a majority of the Board of Trustees and a separate concurring majority vote of the Trust’s independent Trustees. The proposed sub-advisory agreement may be terminated by any party at any time, without penalty, upon sixty (60) days written notice. The proposed sub-advisory agreement would become effective on the first business day of 2008, cintingent upon receipt of shareholder approval. A copy of the proposed sub-advisory agreement with Chartwell is included as Exhibit B to this proxy, which is incorporated by reference into this discussion as if fully set forth herein.

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

Based on the Board’s review and UBS and TPL’s recommendation, the Board unanimously voted to approve Chartwell as sub-adviser to the Fund and to seek shareholder approval of their choice.

The fees paid to Chartwell on behalf of the Fund under the sub-advisory agreement will be paid by TPL out of the fees received by TPL under its Investment Advisory Agreement with the Fund, so overall fees to the Fund’s shareholders will not change.

Financial Effect on the Fund

If Chartwell becomes the new Sub-Adviser to the Fund, the fees paid by shareholders of the Fund will remain exactly the same. Fund shareholders currently pay total investment advisory fees of 0.85% per annum of the average daily assets of the Fund. That fee will not change if Chartwell becomes the new Sub-Adviser to the Fund. TPL receives the 0.85% advisory fee, and will pay a portion of that fee to Chartwell. The table below shows the overall expenses of the before and after the engagement of Chartwell. The fees stated below are actual fees incurred by the Fund for its fiscal year ended December 31, 2006. Fees shown as “Proposed” reflect the anticipated effect of the changeover from Rittenhouse to Chartwell.

The following example is intended to help you compare the cost of investing in this Fund versus the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% annual return each year and that the Fund’s operating expenses remain the same each year. Although your actual costs may be higher or lower, based on these assumptions, your costs under the current fee structure and proposed fee structure would be:

If you did not redeem your shares, your costs would be:

If the Fund’s shareholders do not approve this Proposal, the Trust will consider other alternatives.

Board Recommendation

The Fund’s Board of Trustees , including the independent Trustees, unanimously

recommends that you vote “For” the Proposal.