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, one

of which is the Johnson Realty Fund (the "Fund").



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

Fund and to provide certain other services to the Fund, 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 Fund with such investment

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

investment program for the Fund consistent with the respective series'

investment objective and policies. You will determine the securities to be

purchased for the Fund, the portfolio securities to be held or sold by the Fund

and the portion of the Fund's assets to be held uninvested, subject always to

the series' investment objective, 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 Fund.



2.       ALLOCATION OF CHARGES AND EXPENSES



                  You will pay all operating expenses of the Fund, including the

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

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

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

and expenses incurred by the Fund 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 Fund; expenses, including clerical expenses, of issue, sale, redemption or

repurchase of shares of the Fund; 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 Fund's current and

prospective shareholders; the cost of printing or preparing stock certificates

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