MANAGEMENT AGREEMENT





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, two

of which are the Johnson Growth Fund and the Johnson Fixed Income Fund. The

Trust's Board of Trustees (the "Board") is authorized from time to time, as it

deems necessary or desirable, to establish and designate additional series of

shares.



         You have been selected to act as the sole investment adviser of the

Trust and to provide certain other services, 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 Trust with such investment

advice as you in your discretion deem advisable and will furnish a continuous

investment program for each of the Trust's series consistent with the respective

series' investment objectives and policies. You will determine the securities to

be purchased for each series of the Trust, the portfolio securities to be held

or sold by each series of the Trust and the portion of each series' 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 Trust.



         2.       ALLOCATION OF CHARGES AND EXPENSES



                  You will pay all operating expenses of the Trust, including

the compensation and expenses of any trustees, officers and employees of the

Trust and of any other persons rendering any services to the Trust; clerical and

shareholder service staff salaries; office space and other office expenses; fees

and expenses incurred by the Trust in connection with membership in investment

company organizations; legal, auditing and accounting 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 Trust; expenses, including clerical expenses, of issue, sale, redemption or

repurchase of shares of the Trust; 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

Trust's current and prospective shareholders; the cost of printing or preparing

stock certificates or any other documents, statements or reports to

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC