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 Opportunity Fund and the Johnson Municipal Income 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 the Funds, the portfolio securities to be held or sold by each

Fund and the portion of each 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 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 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 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'

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