Johnson Investment Counsel Inc – ‘PRES14A’ for 12/17/01

On:  Wednesday, 10/24/01   ·   For:  12/17/01   ·   Accession #:  821197-1-500006   ·   File #:  28-04147

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Preliminary Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     Proxy Main Document                                   19±    81K 
 3: EX-99       Management Agreement                                   9±    37K 
 4: EX-99       Management Agreement                                   7±    27K 
 2: EX-99       Schedule 14A Information                               1      7K 

PRES14A   —   Proxy Main Document

November 1, 2001                                                                

Dear Shareholder:                                                               

I am writing to inform you that a special meeting of                            
the shareholders of the Johnson Mutual Funds will be                            
held on ________. You do not need to attend the                                 
meeting to participate. However, it is important that                           
you take a few minutes to read the enclosed material                            
and then vote your shares. Please be sure to vote and                           
return all ballots if you receive ballots for                                   
multiple funds. You can vote by simply signing and                              
mailing the enclosed proxy voting ballot(s) in the                              
postage-paid envelope.                                                          

The purpose of the meeting is to approve a new                                  
Management Agreement for each of the Johnson Mutual                             
Funds between the Johnson Mutual Funds Trust and                                
Johnson Investment Counsel, Inc. On October 1, 2001,                            
a group of our employees joined me to form a new                                
company, which will retain the name of Johnson                                  
Investment Counsel, Inc. Approval of the Management                             
Agreements is necessary as a result of this change.                             

All significant aspects of the Funds? new investment                            
adviser will remain unchanged. The new employee-                                
owned firm will solidify our independence and                                   
maintain our strong incentive to provide continuity                             
of service to you. No changes are planned that would                            
affect the services or management provided to the                               
Johnson Mutual Funds. All portfolio management,                                 
research and administrative personnel will remain in                            
place.                                                                          

We remain committed to a team approach to investment                            
management, financial planning, consulting and trust                            
services. I will continue to lead the company as                                
President and will focus on developing management and                           
their successors at all levels of the firm.                                     

We request that you vote ?FOR? the proposal by                                  
completing the enclosed proxy ballot and returning in                           
the postage paid envelope. If you have any questions,                           
please give your Portfolio Manager or Marc Figgins,                             
the manager of our Mutual Funds Department, a call.                             
We will be glad to help assist you or answer any                                
questions you may have in this matter. Thank you for                            
your assistance and confidence in us to serve your                              
investment needs.                                                               

Sincerely,                                                                      
Timothy E. Johnson                                                              
President                                                                       

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE                           
ON THE PROPOSALS FOR THE JOHNSON MUTUAL FUNDS                                   

Please read the entire proxy statement. Below is a                              
brief question and answer overview of the matter to                             
be voted upon. Your vote is important. If you have                              
questions regarding the proposals, please call your                             
Portfolio Manager or Marc Figgins at (513) 661-3100                             
in the Cincinnati area or (800) 541-0170 outside of                             
Cincinnati. We appreciate the confidence you have                               
placed in the Johnson Mutual Funds and look forward                             
to helping you achieve your financial goals through                             
our services.                                                                   

What proposal am I being asked to vote on?                                      

You are being asked to vote on the following                                    
proposal:                                                                       
To approve a New Management Agreement with respect to                           
the Fund between the Johnson Mutual Funds Trust and                             
Johnson Investment Counsel, Inc.                                                

Q: Johnson Investment Counsel has always been the                               
Investment Adviser for my Johnson Mutual Fund.   Why                            
do I need to vote on this proposal?                                             
A: Recently, the assets of Johnson Investment                                   
Counsel, Inc. were acquired by a corporation formed                             
by a group of Johnson Investment Counsel?s employees                            
(the ?Acquisition?). The Acquisition was undertaken                             
to promote the independence of Johnson Investment                               
Counsel through employee control of the company. You                            
are being asked to approve new management agreements                            
because the Acquisition caused the original                                     
agreements to terminate. The Board of Trustees of                               
your Funds has acted to permit the newly formed                                 
Johnson Investment Counsel to continue to act as                                
adviser to the Funds on an interim basis, but your                              
approval of the new management agreements is                                    
necessary to permit Johnson Investment Counsel to act                           
as investment adviser after the interim period                                  
expires.                                                                        

Q: Will the management of my mutual fund change?                                
A: No, all portfolio management, research personnel,                            
and administrative employees of the adviser will                                
remain in place to ensure that no change to the                                 
management style will take place. All investment                                
policies will also remain unchanged.                                            

Q: Has my Fund's Board of Trustees approved this                                
change?                                                                         
A: Yes. The Board unanimously approved the                                      
Acquisition on September 19, 2001 and recommends that                           
you vote to approve the new management agreements.                              

Q: Will the fees and expenses of my Fund increase?                              
A: All current fee and expense structures will remain                           
the same. All fee waivers will also remain in place.                            

Q: How do I vote my shares?                                                     
A: Please vote your shares by completing and signing                            
the enclosed proxy ballot and mailing it in the                                 
enclosed postage paid envelope. We encourage you to                             
contact your Portfolio Manager or Marc Figgins at the                           
numbers listed above with any questions.                                        

Q: When and where will the meeting be held?                                     
A: The meeting will be held at Johnson Investment                               
Counsel, Inc. on December xx, 2001 at ____. However,                            
you do not need to attend the meeting and can simply                            
vote through the proxy process.                                                 

Q: What happens if a new management agreement is not                            
approved?                                                                       
A: If the shareholders of a Fund do not approve a new                           
management agreement, the Board of Trustees will take                           
such additional steps as they deem in the best                                  
interests of the shareholders of the Fund.                                      

JOHNSON MUTUAL FUNDS                                                            
3777 West Fork Road                                                             
Cincinnati, OH 45247                                                            
(513) 661-3100                                                                  
(800) 541-0170                                                                  

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS                                       

The Johnson Mutual Funds will host a Special Meeting                            
of Shareholders on December xx, 2001, Eastern Time.                             
This joint meeting for the shareholders of each of                              
the Johnson Mutual Funds will be held at the Johnson                            
Investment Counsel, Inc. offices, 3777 West Fork                                
Road, Cincinnati, Ohio. At the meeting, we will ask                             
shareholders of each Fund to vote on:                                           

A proposal to approve a new Management Agreement with                           
respect to the Fund between the Johnson Mutual Funds                            
Trust and Johnson Investment Counsel, Inc.                                      

By Order of the Board of Trustees                                               
David C. Tedford, Secretary                                                     
3777 West Fork Road                                                             
Cincinnati, Ohio 45247                                                          

JOHNSON MUTUAL FUNDS                                                            

YOUR VOTE IS IMPORTANT                                                          

Shareholders are invited to attend the meeting in                               
person. If you plan to attend this meeting, please                              
contact Marc Figgins at (513) 661-3100 in the                                   
Cincinnati area or (800) 541-0170 outside of                                    
Cincinnati. When you arrive at the meeting, please                              
present your proxy ballot to enter. If you do not                               
expect to attend the meeting, you are urged to vote                             
using the proxy ballot enclosed. Please indicate your                           
voting instructions on the enclosed proxy ballot,                               
date and sign the ballot, and return it in the                                  
envelope provided. If you sign, date and return the                             
proxy ballot but give no voting instructions, your                              
shares will be voted "FOR" the proposal presented                               
above.                                                                          

The following general rules for executing your proxy                            
ballots may be of assistance to you:                                            

1. Individual Accounts: Your name should be signed                              
exactly as it appears in the registration on the                                
proxy ballot.                                                                   

2. Joint Accounts: Either party may sign, but the                               
name of the party signing should conform exactly to a                           
name shown in the registration.                                                 

3. All other accounts should show the capacity of the                           
individual signing. This can be shown either in the                             
form of the account registration itself or by the                               
individual executing the proxy ballot. For example:                             

Registration Example:   Valid Signature                                         
Smith Corporation       James Smith, Secretary                                  
Smith Corporation c/o James Smith, Secretary    James                           
Smith, Secretary                                                                
Smith Corporation Pension Plan  James Smith,                                    
Trustee                                                                         
James Smith Trust       James Smith, Trustee                                    
James Smith, Trustee Under Trust Dated 12/28/78 James                           
Smith, Trustee                                                                  
James Smith, Custodian FBO John Smith UTMA      James                           
Smith                                                                           

REGISTRATION EXAMPLE                                                            
VALID SIGNATURE                                                                 
* Smith Corporation                                                             
* James Smith, Secretary                                                        
* Smith Corporation c/o James Smith, Secretary                                  
* James Smith, Secretary                                                        
* Smith Corporation Pension Plan                                                
* James Smith, Trustee                                                          
* James Smith Trust                                                             
* James Smith, Trustee                                                          
* James Smith, Trustee under Trust dated 12/28/78                               
* James Smith, Trustee                                                          
* James Smith, Custodian f/b/o            John Smith                            
UTMA                                                                            
* James Smith                                                                   

PROXY STATEMENT                                                                 
SPECIAL MEETING OF SHAREHOLDERS OF                                              
JOHNSON MUTUAL FUNDS                                                            
Johnson Growth Fund                                                             
Johnson Opportunity Fund                                                        
Johnson Realty Fund                                                             
Johnson Fixed Income Fund                                                       
Johnson Municipal Income Fund                                                   
JIC Institutional Bond Fund I                                                   
JIC Institutional Bond Fund II                                                  
JIC Institutional Bond Fund III                                                 

TO BE HELD ON DECEMBER XX, 2001 AT _________                                    

This Proxy Statement is furnished in connection with                            
a solicitation of proxies made by, and on behalf of,                            
the Board of Trustees of the Johnson Mutual Funds                               
Trust (the ?Trust?) to be used at the Special Meeting                           
of Shareholders of the Johnson Mutual Funds (the                                
?Funds?) and at any adjournments thereof. The Meeting                           
will be held on December XX, 2001 at ______ a.m. at                             
3777 West Fork Road, Cincinnati, Ohio, the office of                            
the Funds? investment adviser, Johnson Investment                               
Counsel, Inc. Shareholders of each Johnson Mutual                               
Fund will vote separately.                                                      

The purpose of the Meeting is set forth in the                                  
accompanying Notice. The solicitation is being made                             
primarily by the mailing of this Proxy Statement and                            
the accompanying proxy ballot on or about __________                            
XX, 2001. Supplementary solicitations may be made by                            
mail, telephone, telegraph, facsimile, electronic                               
means or by personal interview by representatives of                            
the Trust or Johnson Investment Counsel, Inc. If a                              
Fund records votes by telephone, it will use                                    
procedures designed to authenticate shareholders'                               
identities, to allow shareholders to authorize the                              
voting of their shares in accordance with their                                 
instructions, and to confirm that their instructions                            
have been properly recorded. Johnson Investment                                 
Counsel, Inc. will pay the expenses in connection                               
with preparing this Proxy Statement and its                                     
enclosures and of all solicitations.                                            

If the enclosed proxy ballot is executed and                                    
returned, it may nevertheless be revoked at any time                            
prior to its use by written notification received by                            
the Trust, by the execution of a later-dated proxy                              
ballot, by the Trust's receipt of a subsequent valid                            
telephonic vote or by attending the Meeting and                                 
voting in person. Proxies voted by telephone may be                             
revoked at any time before they are voted in the same                           
manner that proxies voted by mail may be revoked.                               

All proxy ballots solicited by the Board of Trustees                            
that are properly executed and received by the                                  
Secretary prior to the Meeting, and are not revoked,                            
will be voted at the Meeting. Shares represented by                             
such proxies will be voted in accordance with the                               
instructions thereon. If no specification is made on                            
a proxy ballot, it will be voted FOR the matters                                
specified on the proxy ballot. Only proxies that are                            
voted will be counted towards establishing a quorum.                            
Shareholders should note that while votes to ABSTAIN                            
will count toward establishing a quorum, passage of                             
the proposal being considered at the Meeting will                               
occur only if a sufficient number of votes are cast                             
FOR the proposal. Accordingly, votes to ABSTAIN and                             
votes AGAINST will have the same effect in                                      
determining whether the proposal is approved. Johnson                           
Trust Company will vote shares for all accounts                                 
for which it serves as trustee for these accounts.                              

If a quorum is not present at the Meeting, or if a                              
quorum is present at the Meeting but sufficient votes                           
to approve the proposed items are not received, or if                           
other matters arise requiring shareholder attention,                            
the persons named as proxy agents may propose one or                            
more adjournments of the Meeting to permit further                              
solicitation of proxies. Any such adjournment will                              
require the affirmative vote of a majority of those                             
shares present at the Meeting or represented by                                 
proxy. When voting on a proposed adjournment, the                               
persons named as proxy agents will vote FOR the                                 
proposed adjournment all shares that they are                                   
entitled to vote with respect to each item, unless                              
directed to vote AGAINST the item, in which case such                           
shares will be voted AGAINST the proposed adjournment                           
with respect to that item. A shareholder vote may be                            
taken on the item in this Proxy Statement prior to                              
such adjournment if sufficient votes have been                                  
received and it is otherwise appropriate.                                       

Shareholders of record at the close of business on                              
________2001 will be entitled to vote at the Meeting.                           
The following table indicates the shares of the funds                           
issued and outstanding as of this date. Each such                               
shareholder will be entitled to one vote for each                               
share held on that date. Full and fractional shares                             
will be voted.                                                                  

Fund    Shares Outstanding                                                      
Johnson Growth Fund     X                                                       
Johnson Opportunity Fund        X                                               
Johnson Realty Fund     X                                                       
Johnson Fixed Income Fund       X                                               
Johnson Municipal Income Fund   X                                               
JIC Institutional Bond Fund I   X                                               
JIC Institutional Bond Fund II  X                                               
JIC Institutional Bond Fund III X                                               

FUND                                                                            
SHARES OUTSTANDING                                                              
Johnson Growth Fund                                                             
Johnson Opportunity Fund                                                        
Johnson Realty Fund                                                             
Johnson Fixed Income Fund                                                       
Johnson Municipal Income Fund                                                   
JIC Institutional Bond Fund I                                                   
JIC Institutional Bond Fund II                                                  
JIC Institutional Bond Fund III                                                 
X                                                                               
X                                                                               
X                                                                               
X                                                                               
X                                                                               
X                                                                               
X                                                                               
X                                                                               

For a free copy of a Fund's annual report for the                               
fiscal year ended December 31, 2000 and most recent                             
semi-annual report, call (513) 661-3100 or 1-800-541-                           
0170.                                                                           

VOTE REQUIRED: Approval of the Proposal requires the                            
affirmative vote of a "majority of the outstanding                              
voting securities" of each of the Funds. Under the                              
Investment Company Act of 1940 (the ?1940 Act?) the                             
vote of a "majority of the outstanding voting                                   
securities" means the affirmative vote of the lesser                            
of (a) 67% or more of the voting securities present                             
at the Meeting or represented by proxy if the holders                           
of more than 50% of the outstanding voting securities                           
are present or represented by proxy or (b) more than                            
50% of the outstanding voting securities.                                       

PROPOSAL: TO APPROVE A NEW MANAGEMENT AGREEMENT WITH                            
RESPECT TO THE FUND BETWEEN THE JOHNSON MUTUAL FUNDS                            
TRUST AND JOHNSON INVESTMENT COUNSEL, INC.                                      

Introduction                                                                    

Subject to shareholder approval, the Board of                                   
Trustees of the Trust has approved new management                               
agreements for the Funds. The primary purpose of this                           
proposal is to allow Johnson Investment Counsel, Inc.                           
to continue to serve as investment adviser and                                  
manager of your Fund.                                                           

Recently, a group of employees of Johnson Investment                            
Counsel, Inc. (?JIC?), including Timothy E. Johnson,                            
President and Trustee of the Trust, formed NRIA, Inc.                           
and proposed to acquire the assets of JIC. On October                           
1, 2001, NRIA, Inc. acquired substantially all of                               
the assets of JIC for                                                           
$14,818,011 (including $10,500,000 in cash and                                  
promissory notes in the principal amount of                                     
$4,318,011) (the ?Acquisition?). NRIA, Inc.                                     
immediately changed its name to Johnson Investment                              
Counsel, Inc. following the date of closing and will                            
continue to operate under the name ?Johnson                                     
Investment Counsel.? As part of the Acquisition, JIC                            
assigned the Funds? investment management agreements                            
to Johnson Investment Counsel. Under the Investment                             
Company Act of 1940, as amended (the ?Investment                                
Company Act?), a management agreement automatically                             
terminates in the event of its assignment. Thus, the                            
Acquisition resulted in the termination of the Funds?                           
management agreements with JIC on October 1, 2001.                              

As part of the formation of NRIA, Inc., Timothy E.                              
Johnson, President and a Trustee of the Trust,                                  
purchased securities of NRIA, Inc. and became one of                            
the shareholders of the Funds? adviser. Mr. Johnson                             
purchased 20,000 shares of NRIA, Inc. at a price of                             
$10 per share (including $5 per share in cash and $5                            
per share in a personal guarantee of debt of NRIA,                              
Inc.). By agreement of the shareholders, Mr. Johnson                            
has the right to determine the composition of the                               
Board of Directors of Johnson Investment Counsel                                
until the later of (a) June 30, 2008 or (b) the date                            
upon which the promissory notes given in connection                             
with the Acquisition are paid in full. As a result of                           
the above-described ownership in NRIA, Inc., Mr.                                
Johnson may be deemed to have a material interest in                            
the Acquisition.                                                                

The Old Management Agreements                                                   

Prior to October 1, 2001, JIC served as investment                              
adviser to the Funds pursuant to four separate                                  
management agreements. The old management agreement                             
for the Johnson Growth Fund and the Johnson Fixed                               
Income Fund, dated December 18, 1992, as amended on                             
January 1, 1999, was approved by each Fund?s sole                               
shareholder on December 18, 1992. The old management                            
agreement for the Johnson Opportunity Fund and the                              
Johnson Municipal Income Fund, dated Febraury 15,                               
1994, as amended on January 1, 1999, was approved by                            
each Fund?s sole shareholder on May 16, 1994. The old                           
management agreement for the Johnson Realty Fund,                               
dated December 30, 1997, as amended on January 1,                               
1999, was approved by the Fund?s sole shareholder on                            
December 30, 1997. The old management agreement for                             
the JIC Institutional Bond Fund I, the JIC                                      
Institutional Bond Fund II and the JIC Institutional                            
Bond Fund III, dated August 23, 2000, was approved by                           
each Fund?s sole shareholder on August 31, 2000. Each                           
of the old management agreements was renewed by the                             
Board of Trustees, including the Trustees who are not                           
interested persons, as defined in the Investment                                
Company Act (the ?Independent Trustees?) on May 2,                              
2001.                                                                           

The four old management agreements required JIC to                              
furnish an investment program for each Fund; to                                 
determine the securities to be purchased for, held or                           
sold by each Fund; and to determine the portion of                              
each Fund?s assets to be held uninvested. The old                               
management agreements further provided that JIC would                           
not be liable for any error of judgment, mistake of                             
law, act or omission connected with services rendered                           
or payments made pursuant to the agreements, except                             
by reason of willful misfeasance, bad faith, gross                              
negligence or reckless disregard of JIC?s obligations                           
under the agreements.                                                           

Under the old management agreements for the Growth                              
Fund, the Opportunity Fund, the Realty Fund, the                                
Fixed Income Fund and the Municipal Income Fund, as                             
amended, the Funds were obligated to pay JIC a fee                              
computed and accrued daily and paid monthly at an                               
annual rate of 1.00% of the average daily net assets                            
of each Fund. However, JIC committed to waive its fee                           
to 0.95% of such assets for the Growth Fund,                                    
Opportunity Fund and Realty Fund, 0.85% of such                                 
assets for the Fixed Income Fund and 0.65% of such                              
assets for the Municipal Income Fund. Under the old                             
management agreement for the JIC Institutional Bond                             
Fund I, the JIC Institutional Bond Fund II and the                              
JIC Institutional Bond Fund III, the Funds paid a fee                           
at the rate of 0.30% each Fund?s average daily net                              
assets.                                                                         

The Interim Management Agreements                                               

Ordinarily, shareholder approval must be obtained                               
before a management agreement takes effect. Rule 15a-                           
4 under the Investment Company Act, however, permits                            
an adviser to a registered investment company to                                
serve temporarily under an interim agreement that is                            
approved by a fund?s board but that has not received                            
shareholder approval, if the following conditions are                           
met:                                                                            

1. the adviser?s compensation under the interim                                 
agreement is no greater than under the previous                                 
agreement;                                                                      

2. the fund?s Board of Trustees, including a majority                           
of the trustees who are not interested persons as                               
defined in the Investment Company Act (the                                      
?Independent Trustees?), has voted in person to                                 
approve the interim agreement before the previous                               
agreement is terminated;                                                        

3. the fund?s Board of Trustees, including a majority                           
of the Independent Trustees, determines that the                                
scope and quality of services to be provided to the                             
fund under the interim agreement will be at least                               
equivalent to the scope and quality of services                                 
provided under the previous agreement;                                          

4. the interim agreement provides that the fund?s                               
Board of Trustees or a majority of the fund?s                                   
outstanding voting securities may terminate the                                 
agreement at any time, without payment of any                                   
penalty, on not more than 10 calendar days written                              
notice to the adviser;                                                          

5. the interim agreement contains the same provisions                           
as the previous agreement with the exception of                                 
effective and termination dates, provisions required                            
by Rule 15a-4, and other differences determined to be                           
immaterial by the Board of Trustees; and                                        

6. the interim agreement provides, in accordance with                           
the specific provisions of Rule 15a-4, for the                                  
establishment of an escrow account for fees received                            
under the interim agreement pending approval of a new                           
management agreement by shareholders.                                           

The Funds? management agreements terminated on                                  
October 1, 2001. Because shareholder approval for new                           
management agreements was not obtained before that                              
date, interim management agreements for the Funds,                              
which were approved by the Board of Trustees on                                 
September 19, 2001, took effect. The interim                                    
management agreements allow Johnson Investment                                  
Counsel to serve as adviser for 150 days after                                  
Acquisition or, if earlier, until new management                                
agreements are approved by shareholders. If                                     
shareholders approve the new management agreements                              
within the 150-day period, the amount held in the                               
escrow account, plus interest, will be paid to                                  
Johnson Investment Counsel. If shareholders do not                              
approve the new management agreements, Johnson                                  
Investment Counsel will be paid the lesser of the                               
costs incurred in performing its services under the                             
interim agreements or the total amount in the escrow                            
account, plus interest earned.                                                  

The New Management Agreements                                                   

Subject to shareholder approval, the Trust will enter                           
into four new management agreements with Johnson                                
Investment Counsel. The terms and conditions of each                            
new management agreement are identical in all                                   
material respects to those of the corresponding old                             
management agreement, with the exception of the dates                           
of execution, effectiveness, and termination.                                   

The management fees that Johnson Investment Counsel                             
will receive from each Fund under the new management                            
agreements are identical to the fees charged under                              
the old management agreements. Thus, the new                                    
management agreements for the Growth Fund, the                                  
Opportunity Fund, the Realty Fund, the Fixed Income                             
Fund and the Municipal Income Fund provide that the                             
each Fund will each pay a fee of 1.00% of its average                           
daily net assets, although Johnson Investment Counsel                           
has committed to waive its fee to 0.95% of such                                 
assets for the Growth Fund, Opportunity Fund and                                
Realty Fund, 0.85% of such assets for the Fixed                                 
Income Fund and 0.65% of such assets for the                                    
Municipal Income Fund. Johnson Investment Counsel                               
intends that these fee limitations will be permanent,                           
although it reserves the right to remove such                                   
limitations at any time after April 30, 2004. Under                             
the new management agreement for the JIC                                        
Institutional Bond Fund I, the JIC Institutional Bond                           
Fund II and the JIC Institutional Bond Fund III, the                            
Funds will pay a fee at the rate of 0.30% each Fund?s                           
average daily net assets.                                                       

Each new management agreement will become effective                             
upon shareholder approval. The new management                                   
agreements provide that they will remain in force for                           
an initial term of two years, and from year to year                             
thereafter, subject to annual approval by (a) the                               
Board of Trustees or (b) a vote of a majority (as                               
defined in the Investment Company Act) of the                                   
outstanding shares of the Fund; provided that in                                
either event continuance is also approved by a                                  
majority of the Independent Trustees, by a vote cast                            
in person at a meeting called for the purpose of                                
voting on such approval. The new agreements may be                              
terminated at any time, on sixty days written notice,                           
without the payment of any penalty by Johnson                                   
Investment Counsel, by the Board of Trustees or by a                            
vote of the majority of the outstanding voting                                  
securities of the applicable Fund. Each new                                     
management agreement automatically terminates in the                            
event of its assignment.                                                        

Each new management agreement provides that Johnson                             
Investment Counsel shall not be liable for any error                            
of judgment or mistake of law or any loss suffered by                           
a Fund, except a loss resulting from a breach of                                
fiduciary duty with respect to the receipt of                                   
compensation, a loss resulting from willful                                     
misfeasance, bad faith or gross negligence, or a loss                           
resulting from the adviser?s reckless disregard of                              
its obligations under the new management agreement.                             

As a result of the Acquisition, a trustee and several                           
officers of the Trust may be deemed to have a                                   
material interest in the approval of the new                                    
management agreements. Thus, Timothy E. Johnson,                                
President and a Trustee of the Trust, is the                                    
President, CEO, a director, shareholder and employee                            
of Johnson Investment Counsel. David C. Tedford, the                            
Trust?s Secretary, is the Treasurer, a shareholder                              
and an employee of Johnson Investment Counsel. Dianna                           
J. Thiel, the Treasurer and Chief Financial Officer                             
of the Trust, is a shareholder [and an employee] of                             
Johnson Investment Counsel. Dale H. Coates, Vice                                
President of the Trust, is a director, a shareholder                            
and an employee of Johnson Investment Counsel.                                  
Richard T. Miller, Vice President of the Trust, is a                            
shareholder [and an employee] of Johnson Investment                             
Counsel. Because of their roles with Johnson                                    
Investment Counsel, Mr. Johnson, Mr. Tedford, Ms.                               
Thiel, Mr. Coates and Mr. Miller may be deemed to                               
have an interest in the approval of the new                                     
management agreements for the Funds. In addition, Mr.                           
Johnson and Ms. Thiel may be deemed to have a                                   
material interest in Johnson Financial, Inc., a                                 
wholly-owned subsidiary of Johnson Investment Counsel                           
which provides administrative, transfer agency and                              
fund accounting services to the Funds. Mr. Johnson is                           
President and a Director of Johnson Financial, Inc.                             
and Ms. Thiel is Chief Operations Officer of Johnson                            
Financial, Inc.                                                                 

The applicable management agreement is attached as                              
Exhibit A.  If you are a shareholder of the Growth                              
Fund, the Fixed Income Fund, the Opportunity Fund,                              
The Municipal Income Fund or the Realty Fund, you                               
Will receive a form of management agreement for the                             
Non-institutional Funds.  If you are a shareholder                              
Of one of the Institutional Bond Funds, you should                              
read the agreement.  The description is this Proxy                              
Statement of the new management agreements is only                              
A summary.                                                                      

Considerations by the Boards of Trustees                                        

At a meeting of the Board of Trustees held on                                   
September 19, 2001, the Board of Trustees, including                            
the Independent Trustees, evaluated the impact on the                           
Funds of the Acquisition. In evaluating the impact of                           
the Acquisition, the Board, including the Independent                           
Trustees, considered information presented by Timothy                           
E. Johnson. The Independent Trustees met separately                             
with legal counsel.                                                             

Based on its review, the Board of Trustees believes                             
that approval of the proposed new management                                    
agreements is in the best interests of the Trust and                            
the Funds? shareholders. Accordingly, the Board of                              
Trustees, including the Independent Trustees,                                   
unanimously recommends approval by the shareholders                             
of the new management agreements. In making this                                
recommendation, the Trustees primarily evaluated (i)                            
the experience, reputation, qualifications and                                  
background of the investment personnel of Johnson                               
Investment Counsel and the fact that such personnel                             
would remain intact, (ii) the nature and quality of                             
operations and services that Johnson Investment                                 
Counsel is expected to provide the Funds with no                                
change in fees and (iii) the benefits of continuity                             
in services to be provided after the Acquisition.                               

The Trustees also gave careful consideration to                                 
factors deemed relevant to the Trust and the Funds,                             
including, but not limited to (i) the performance of                            
the Funds since commencement of their operations,                               
(ii) the investment objectives and policies of the                              
Funds, (iii) that the compensation to be paid under                             
each new management agreement will be the same as the                           
rate paid under the corresponding old management                                
agreement, (iv) that the terms of the new management                            
agreements are materially identical to the terms of                             
the old agreements, and (v) that the financial and                              
other resources of Johnson Investment Counsel would                             
assure that Johnson Investment Counsel will be able                             
to furnish the same high quality services to each                               
Fund with no negative impact to shareholders.                                   

The Trustees viewed as significant the representation                           
of Mr. Johnson that all operations and personnel                                
would remain the same and that no change is expected                            
in the operation of Johnson Investment Counsel as a                             
result of the Acquisition, or in the scope and                                  
quality of services provided to the Funds.                                      

As a result of their considerations, the Board of                               
Trustees, including all of the Independent Trustees,                            
determined that the new management agreements would                             
be in the best interests of the Funds and their                                 
shareholders. Accordingly, the Board of Trustees, by                            
separate vote of the Independent Trustees and the                               
entire Board of Trustees, unanimously approved the                              
new management agreements and voted to recommend them                           
to shareholders for approval.                                                   

The Board Of Trustees Of The Trust, Including The                               
Independent Trustees, Unanimously Recommends That                               
Shareholders Vote For Approval Of the New Management                            
Agreements                                                                      

OTHER BUSINESS                                                                  

The Board knows of no other business to be brought                              
before the Meeting. However, if any other matters                               
properly come before the Meeting, it is the intention                           
that proxies that do not contain specific                                       
instructions to the contrary will be voted on such                              
matters in accordance with the judgment of the                                  
persons therein designated.                                                     

ACTIVITIES AND MANAGEMENT OF JOHNSON INVESTMENT                                 
COUNSEL.                                                                        

Johnson Investment Counsel, Inc., 3777 West Fork                                
Road, Cincinnati, Ohio serves as investment adviser                             
to the Funds. In this capacity, Johnson Investment                              
Counsel is responsible for the selection and ongoing                            
monitoring of the securities in each Fund?s                                     
investment portfolio and managing the Funds? business                           
affairs. Johnson Investment Counsel is a Cincinnati-                            
based company that has grown, since its inception in                            
1965, to become the largest independent investment                              
advisory firm in the Cincinnati area. As of ----- XX,                           
2001, Johnson Investment Counsel has over ____ of                               
assets under management with services extending to a                            
wide range of clients, including businesses,                                    
individuals, foundations, institutions and                                      
endowments. Johnson Investment Counsel solely                                   
provides investment management, through individually                            
managed portfolios, and has no commission-based                                 
affiliations from the sale of products. An investment                           
committee of Johnson Investment Counsel is                                      
responsible for the investment decisions and the day-                           
to-day management of the Funds. The aggregate                                   
management fees paid for the fiscal year ended                                  
December 31, 2000 by each Fund were: Johnson Growth                             
Fund: $583,222; Johnson Opportunity Fund: $689,197;                             
Johnson Realty Fund: $68,591; Johnson Fixed Income                              
Fund: $262,658; Johnson Municipal Income Fund:                                  
$35,673; JIC Institutional Bond Fund I: $33,562; JIC                            
Institutional Bond Fund II: $31,321 and JIC                                     
Institutional Bond Fund III: $31,463. The following                             
persons own 10% or more of the outstanding voting                               
securities of Johnson Investment Counsel: Timothy E.                            
Johnson, Dale H. Coates, David C. Tedford and Scott                             
F. Muhlhauser. The address of Mr. Johnson, Mr.                                  
Coates, Mr. Tedford and Mr. Muhlhauser is 3777 West                             
Fork Road, Cincinnati, Ohio 45247.                                              

The table below gives the name, address and principal                           
occupation of each current director and principal                               
executive officer of Johnson Investment Counsel.                                
Unless otherwise stated, the mailing address for each                           
person is 3777 West Fork Road, Cincinnati, Ohio                                 
45247.                                                                          

Name and Address        Position with Johnson Investment                        
Counsel, Inc.                                                                   
Timothy E. Johnson      President, CEO and Director                             
Janet L. Johnson        Director                                                
Dale H. Coates  Director [Portfolio Manager]                                    

Name and Address                                                                
Position with Johnson Investment Counsel, Inc.                                  
Timothy E. Johnson                                                              
President, CEO and Director                                                     
Janet L. Johnson                                                                
Director                                                                        
Dale H. Coates                                                                  
Director, [Portfolio Manager]                                                   
David C. Tedford                                                                
Treasurer, [Vice President of Operations]                                       
Michael D. Barnes                                                               
Secretary                                                                       

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS                                 

As of ______2001, the following persons may be deemed                           
to beneficially own five percent (5%) or more of the                            
outstanding shares of each of the Funds:                                        

Growth Fund:                                                                    
Client accounts held at Johnson Investment Counsel,                             
Inc., with full advisory discretion: ______.                                    
Johnson Investment Counsel, Inc. Employee 401K/Profit                           
Sharing Plan: _______.                                                          
The Covenant Foundation, 3777 West Fork Road,                                   
Cincinnati, OH 45224: ______ The Covenant Foundation                            
is an entity which may be deemed to be controlled by                            
officers and/or employees of Johnson Investment                                 
Counsel, Inc.                                                                   

Opportunity Fund:                                                               
Client accounts held at Johnson Investment Counsel,                             
Inc., with full advisory discretion: _____.                                     

Realty Fund:                                                                    
Client accounts held at Johnson Investment Counsel,                             
Inc., with full advisory discretion: ______.                                    
The Covenant Foundation, 3777 West Fork Road,                                   
Cincinnati, OH 45224: _____                                                     
The Oakmont Trust, 3777 West Fork Road, Cincinnati,                             
OH 45247: ______ The Oakmont Trust is an entity which                           
may be deemed to be controlled by officers and/or                               
employees of Johnson Investment Counsel, Inc.                                   

Fixed Income Fund:                                                              
Client accounts held at Johnson Investment Counsel,                             
Inc., with full advisory discretion: ______.                                    
The Covenant Foundation, 3777 West Fork Road,                                   
Cincinnati, Ohio 45224: ______.                                                 

Municipal Income Fund:                                                          
Client accounts held at Johnson Investment Counsel,                             
Inc., with full advisory discretion: _______.                                   

Institutional Bond Fund I:                                                      

Institutional Bond Fund II:                                                     

Institutional Bond Fund III:                                                    

SECURITY OWNERSHIP OF MANAGEMENT                                                

The shares of each Fund beneficially owned by each                              
Trustee and named executive officer of the Trust, as                            
of _____________, 2001, is shown in the following                               
table. For this purpose, ?beneficial ownership? is                              
defined in the regulations under section 13(d) of the                           
Securities Exchange Act of 1934. The information is                             
based on statements furnished to the Trust by the                               
nominees.                                                                       

Name/Position Held      Name of Fund    Amount                                  
Beneficially Owned      % of Fund                                               
Timothy E. Johnson, President and Trustee                                       
John W. Craig, Trustee                                                          
Ronald H. McSwain, Trustee                                                      
Kenneth S. Shull, Trustee                                                       

NAME/POSITION HELD                                                              
NAME OF FUND                                                                    
AMOUNT BENEFICIALLY OWNED                                                       
PERCENT OF FUND                                                                 
Timothy E. Johnson                                                              
President and Trustee                                                           

John W. Craig                                                                   
Trustee                                                                         

Ronald H. McSwain                                                               
Trustee                                                                         

Kenneth S. Shull                                                                
Trustee                                                                         

* less than 1% percent of the Fund.                                             

In addition to the applicable beneficial ownership                              
described above, the officers and Trustees as a group                           
beneficially owned as of ________ 2001, the following                           
percent of the outstanding shares of each of the                                
Funds:                                                                          

Growth Fund:____%       ; Opportunity Fund: _____% ; Realty                     
Fund______%; Fixed Income Fund: _____%;    Municipal                            
Income Fund:______%; Institutional Bond Fund I: 0%;                             
Institutional Bond Fund II: 0%; and Institutional                               
Bond Fund III: 0%.                                                              

OPERATION OF THE FUNDS                                                          

The Funds are series of Johnson Mutual Funds Trust,                             
an open-end investment company organized as an Ohio                             
business trust on September 30, 1992. The Board of                              
Trustees supervises the business activities of the                              
Funds.   As described above, the Trust currently                                
retains Johnson Investment Counsel to serve as                                  
investment adviser to the Funds. The Trust retains                              
Johnson Financial, Inc., 3777 West Fork Road,                                   
Cincinnati, Ohio 45247, a wholly-owned subsidiary of                            
Johnson Investment Counsel (?JFI?) to provide the                               
Funds with administrative services and fund                                     
accounting services. JFI also serves as transfer                                
agent, dividend paying agent and shareholder services                           
agent for the Funds. JFI will continue to provide                               
such services to the Funds after approval of the                                
proposed new management agreements. JFI is an                                   
affiliated person of Johnson Investment Counsel. For                            
the fiscal year ended December 31, 2000, JIC (not the                           
Funds) paid JFI annual fees of $30,000 for services                             
as transfer agent, $18,000 for fund accounting                                  
services and $264,000 for administrative services.                              

SHAREHOLDER PROPOSALS                                                           

The Trust has not received any shareholder proposals                            
to be considered for presentation at the Meeting.                               
Under the proxy rules of the Securities and Exchange                            
Commission, shareholder proposals may, under certain                            
conditions, be included in the Trust's proxy                                    
statement and proxy for a particular meeting. Under                             
these rules, proposals submitted for inclusion in the                           
Trust's proxy materials must be received by the Trust                           
within a reasonable time before the solicitation is                             
made. The fact that the Trust receives a shareholder                            
proposal in a timely manner does not insure its                                 
inclusion in its proxy materials, because there are                             
other requirements in the proxy rules relating to                               
such inclusion. You should be aware that annual                                 
meetings of shareholders are not required as long as                            
there is no particular requirement under the                                    
Investment Company Act that must be met by convening                            
such a shareholder meeting. Any shareholder proposal                            
should be sent to Mr. David C. Tedford, Secretary,                              
Johnson Mutual Funds Trust, 3777 West Fork Road,                                
Cincinnati, Ohio 45247.                                                         

PROXY DELIVERY                                                                  

If you and another shareholder share the same                                   
address, the Trust may only send one proxy statement                            
unless you or the other shareholder(s) request                                  
otherwise. Call or write to the Trust if you wish to                            
receive a separate copy of the proxy statement, and                             
the Trust will promptly mail a copy to you. You may                             
also call or write to the Trust if you wish to                                  
receive a separate proxy in the future, or if you are                           
receiving multiple copies now, and wish to receive a                            
single copy in the future. For such requests, call                              
the Trust at (513) 661-3100 or write the Trust at                               
3777 West Fork Road, Cincinnati, Ohio 45247.                                    

Johnson Mutual Funds                                                            
3777 West Fork Road                                                             
Cincinnati, Ohio 45247                                                          

THIS PROXY BALLOT IS ONLY VALID WHEN SIGNED AND                                 
DATED. PLEASE RETURN                                                            
THIS ENTIRE FORM IN THE POSTAGE PAID ENVELOPE, MAIL                             
TO THE ADDRESS ABOVE [OR FAX TO ___________].                                   

Fund Name from Mail Merge__________________                                     

Account Number from Mail Merge_______________                                   

PROXY SOLICITED BY THE TRUSTEES                                                 

The undersigned hereby appoints David C. Tedford and                            
Dianna J. Thiel, attorneys-in-fact, with full power                             
of substitution, to vote all shares of the Johnson                              
Mutual Fund indicated above which the undersigned is                            
entitled to vote at the Special Meeting of                                      
Shareholders of the fund to be held at the offices of                           
Johnson Investment Counsel, Inc., 3777 West Fork Rd,                            
Cincinnati, OH 45247, on December XX, 2001 at ___a.m.                           
and at any adjournments thereof. All powers may be                              
exercised by a majority of said proxy holders or                                
substitutes voting or acting or, if only one votes                              
and acts, then by that one. This Proxy shall be voted                           
on the proposal described in the Proxy Statement.                               
Receipt of the Notice of the Meeting and the                                    
accompanying Proxy Statement is hereby acknowledged.                            

PROPOSAL: To approve a new Management Agreement with                            
respect to the ________________ Fund between the                                
Trust and Johnson Investment Counsel, Inc.                                      

For []                                                                          
Against []                                                                      
Abstain []                                                                      

Indicate your vote by placing an X inside the                                   
brackets of your choice.                                                        

DATE_________________________________                                           

_______________________________________                                         
_______________________________________                         
SIGNATURE(S) (Titles if applicable)                                             
SIGNATURE(S) (Titles if applicable)                                             

NOTE: Please sign exactly as your name appears on                               
this Proxy. When signing in a fiduciary capacity,                               
such as executor, administrator, trustee, attorney,                             
guardian, etc., please so indicate. Corporate and                               
partnership proxies should be signed by an authorized                           
person indicating the person?s title.                                           

Please refer to the Proxy Statement discussion for                              
discussion of the matter. If no specification is                                
made, the proxy shall be voted for the proposal. As                             
to any other matter, said attorneys-in-fact shall                               
vote in accordance with their best judgment. The                                
Board of Trustees recommends a vote ?FOR? the above                             
proposal.                                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘PRES14A’ Filing		Date		Other Filings
		6/30/08		13F-HR
		4/30/04		13F-HR
For Period End:		12/17/01
		11/1/01
Filed on:		10/24/01
		10/1/01
		9/19/01
		5/2/01
		12/31/00		13F-HR
		8/31/00
		8/23/00
		1/1/99
		12/30/97
		5/16/94
		12/18/92
		9/30/92
				List all Filings