Preview | Management Agreement |

MANAGEMENT AGREEMENT

FOR JOHNSON MUTUAL FUNDS

Johnson Equity Income Fund

Johnson Dynamic Growth Fund

Johnson Disciplined Small Company Fund

Johnson Disciplined Large Company Fund

Johnson Enhanced Equity Fund

TO:	JOHNSON INVESTMENT COUNSEL, INC.
	3777 WEST FORK ROAD
	CINCINNATI, OHIO 45247

Dear Sirs:

Johnson Mutual Funds Trust (hereinafter referred to as the "Trust") herewith confirms our agreement with you.

The Trust has been organized to engage in the business of an investment company. The Trust currently offers several series of shares to investors, five of which are the Johnson Equity Income Fund, Johnson Dynamic Growth Fund, Johnson Disciplined Small Company Fund, Johnson Disciplined Large Company Fund and Johnson Enhanced Equity Fund. (the "Funds").

You have been selected to act as the sole investment adviser to the Funds and to provide certain other services to the Funds, as more fully set forth below, and you are willing to act as such investment adviser and to perform such services under the terms and conditions hereinafter set forth. Accordingly, the Trust agrees with you, as follows, upon the date of the execution of this Agreement.

1. ADVISORY SERVICES - You will regularly provide the Funds with such investment advice as you, in your discretion, deem advisable, and will furnish a continuous investment program for each of the Funds consistent with the respective series' investment objectives and policies. You will determine the securities to be purchased for each of the Funds, the portfolio securities to be held or sold by each of the Funds, and the portion of the Funds assets to be held uninvested, subject always to the series investment objectives, policies, and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board may from time to time establish. You will advise and assist the officers of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board and the appropriate committees of the Board regarding the conduct of the business of the Funds.

2. ALLOCATION OF CHARGES AND EXPENSES - You will pay all organizational and operating expenses of the Funds, including the compensation and expenses of any trustees, officers, and employees of the Trust and of any other persons rendering any services to the Funds; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by the Funds in connection with membership in investment company organizations; legal, auditing and account expenses; non-organizational expenses of registering shares under federal and state securities laws; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of the Funds; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of the Funds; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Funds current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders' meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of the Funds shares (excluding expenses which each Fund is authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"); and all other organizational and operating expenses not specifically assumed by the Funds.

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