<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. ______ [ ]
Post-Effective No. 7 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT [ ]
OF 1940
Amendment No. 8 [X]
(Check appropriate box or boxes.)
JOHNSON MUTUAL FUNDS TRUST
File Nos. 33-52970 and 811-7254
5556 Cheviot Road, Cincinnati, Ohio 45247
(Address of Principal Executive Offices) Zip Code
Registrant's Telephone Number, including Area Code: (513) 385-4001
Dianna J. Rosenberger, 5556 Cheviot Road, Cincinnati, Ohio 45247
(Name and Address of Agent for Service)
Release Date: May 1, 1997
It is proposed that this filing will become effective:
[ ] immediately upon filing pursuant to paragraph (b)
[X] on May 1, 1997 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)
[ ] on (date) pursuant to paragraph (a) of Rule 485
Registrant continues its election made by the filing of its Registration
Statement, effective January 4, 1993, to register an indefinite number and
amount of securities under Rule 24f-2 of the Investment Company Act of 1940.
Pursuant to paragraph b(1) of Rule 24f-2, Registrant filed Form 24F-2 for the
fiscal year ended December 31, 1996 on February 28, 1997.
<PAGE> 2
JOHNSON MUTUAL FUNDS TRUST
CROSS REFERENCE SHEET
FORM N-1A
ITEM SECTION IN EACH PROSPECTUS
1 Cover Page
2 Fund Expenses
3 Financial Highlights
4 Operation of the Funds, Investment Objectives and Strategies,
Investment Policies and Techniques, Investment Limitations,
General Information
5 Operation of the Funds
5A Investment Performance
6 Operation of the Funds, Cover Page, Dividends and
Distributions, Taxes, General Information
7 Operation of the Funds, How to Buy, Sell, or Exchange Shares
in Each Fund, How to Buy Shares, How to Exchange Shares,
Share Price Calculation
8 How to Sell Shares
9 None
15 General Information
20 Taxes
ITEM SECTION IN STATEMENT OF
ADDITIONAL INFORMATION
10 Cover Page
11 Table of Contents
12 None
13 Additional Information About Fund Investments, Investment
Limitations, State Restrictions
14 Trustees and Officers
15 Trustees and Officers
16 The Investment Adviser, Custodian and Transfer Agent,
Accountants
17 Portfolio Transactions and Brokerage
18 Description of the Trust
19 Determination of Share Price
20 None
21 Not Applicable
22 Investment Performance
23 Report of Independent Public Accounts, Financial Statements
<PAGE> 3
LOGO PROSPECTUS DATED MAY 1, 1997
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Johnson Mutual Funds Trust is a family of four no-load mutual funds that offers
mutual fund investments in stock funds or bond funds, depending on the Fund you
chose. The Funds and their specific investment objectives are listed below.
NO-LOAD MUTUAL FUNDS
The Johnson Funds are "no-load" investments which means there are no sales
charges or commissions for the purchase, sale or exchange of fund shares. In
addition, there are no 12b-1 fees, distribution expenses or deferred sales
charges to the shareholders. The minimum initial investment for each fund is
$2,000.
THE JOHNSON GROWTH FUND
The investment objective of the Growth Fund is long term capital growth.
The Fund invests primarily in common stocks of larger-sized companies believed
by its Adviser, Johnson Investment Counsel, Inc., to have above average
prospects for appreciation.
THE JOHNSON OPPORTUNITY FUND
The investment objective of the Opportunity Fund is long term capital
growth. The Fund invests primarily in common stocks of small to medium-sized
companies, believed by its Adviser to have above average prospects for
appreciation.
THE JOHNSON FIXED INCOME FUND
The investment objective of the Fixed Income Fund is a high level of income
over the long term, consistent with preservation of capital. The Fund invests
primarily in intermediate term investment grade fixed income securities,
including government and corporate bonds.
THE JOHNSON MUNICIPAL INCOME FUND
The investment objective of the Municipal Income Fund is a high level of
federally tax-free income over the long term, consistent with preservation of
capital. The Fund invests primarily in investment grade municipal fixed income
securities. It is anticipated that the majority of these securities will be Ohio
municipal bonds, notes and short term obligations which provide income that is
exempt from both Ohio personal income tax and regular federal income tax.
THE MUNICIPAL INCOME FUND IS A NON-DIVERSIFIED SERIES AND THEREFORE MAY
INVEST MORE THAN 5% OF ITS TOTAL ASSETS IN MUNICIPAL FIXED INCOME SECURITIES
ISSUED BY ONE ISSUER.
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This Prospectus gives you information about the Johnson Mutual Funds Trust
that you should be aware of before investing. Please read and retain this
Prospectus for future reference. Additional information is included in the
Statement of Additional Information dated May 1, 1997, and filed with the
Securities and Exchange Commission. It is incorporated into this Prospectus by
reference. To obtain a copy without charge, call or write:
Johnson Mutual Funds Trust
5556 Cheviot Road, Cincinnati, Ohio 45247
(513) 385-4001 (800) 541-0170
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE> 4
FUND EXPENSES
The purpose of the table below is to assist shareholders in understanding
the costs and expenses that shareholders in each Fund will bear directly or
indirectly. The expense information for the Funds is based on operating expenses
incurred during the most recent fiscal year. The expenses are expressed as a
percentage of average net assets.
Shareholders should be aware that the Funds are no-load funds and,
accordingly, a shareholder does not pay any front or back end loads or
commission to buy, sell or exchange shares of the Funds. In addition, the Funds
do not have a 12b-1 Plan. Unlike most other mutual funds, the Funds do not pay
separately for transfer agency, fund accounting, pricing, custodial, auditing or
legal services, nor do they pay separately general administrative or other
operating expenses. The Adviser pays all of the expenses of each Fund except
brokerage, taxes, interest and extraordinary expenses.
<TABLE>
<CAPTION>
FIXED MUNICIPAL
SHAREHOLDER TRANSACTION EXPENSES: GROWTH OPPORTUNITY INCOME INCOME
------ ----------- ------ ---------
<S> <C> <C> <C> <C>
Maximum Front End Load NONE NONE NONE NONE
Deferred Load NONE NONE NONE NONE
Redemption Fee(1) NONE NONE NONE NONE
Exchange Fee NONE NONE NONE NONE
Annual Fund Operating Expenses (as a percentage of average net assets)(2)
------------------------------
Management Fees (after fee waiver)(2) 1.00% 1.00% .85% .75%
12b-1 Fees NONE NONE NONE NONE
Total Fund Operating Expenses (after fee
waiver)(2) 1.00% 1.00% .85% .75%
</TABLE>
(1) A processing fee of $10 will be deducted from any wire sales proceeds and
paid to the Custodian.
(2) Each Fund's total operating expenses are equal to the management fee paid to
the Adviser. The Adviser is authorized to charge the Growth Fund and the
Opportunity Fund a management fee of 1.30%, and the Fixed Income Fund and
the Municipal Income Fund a management fee of 1.15% of the average daily net
assets of the applicable Fund. The expenses shown in the above fee table
reflect the fee waiver for each Fund for the year ending December 31, 1997.
The Adviser intends these fee waivers to be permanent, although the Adviser
reserves the right to remove them at any time after December 31, 1997.
Example
- -------
You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) sale of your shares at the end of each time period:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Growth Fund $10 $32 $55 $122
Opportunity Fund $10 $32 $55 $122
Fixed Income Fund $ 9 $27 $47 $105
Municipal Income Fund $ 8 $24 $41 $ 93
</TABLE>
The Example should not be considered a representation of past or future
expenses, and each Fund's actual expenses may be more or less than those shown.
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FINANCIAL HIGHLIGHTS
The Johnson Growth Fund and Johnson Fixed Income Fund were organized as
series of the Johnson Mutual Funds Trust (the "Trust") on September 30, 1992,
and commenced operations on January 4, 1993. The Johnson Opportunity Fund and
the Johnson Municipal Income Fund were organized as series of the Trust on
February 15, 1994, and commenced operations on May 16, 1994.
The following financial information for the periods ended December 31,
1996, 1995, 1994, and 1993 is derived from the audited financial statements of
the Johnson Mutual Funds Trust and has been certified by the independent public
accountants for the Funds. Additional performance information and the audited
financial statements of the Funds are included in the Trust's annual report
dated December 31, 1996, and is available upon request.
SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD:
<TABLE>
<CAPTION>
STOCK FUNDS
-----------------------
GROWTH FUND OPPORTUNITY FUND
------------------- ---------------
FOR THE YEAR ENDED 12/31 YEAR ENDED 12/31 5/16-
1996 1995 1994 1993 1996 1995 12/31/94
------------------------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period................ $ 18.86 14.81 15.71 15.00 19.42 15.70 15.00
OPERATIONS:
Net Investment Income............................. $ 0.19 0.24 0.24 0.18 0.06 0.08 0.05
Net Gains (losses) on Securities (Realized &
Unrealized)..................................... $ 2.98 4.42 (0.90) 0.71 4.43 3.89 0.70
------- ----- ----- ----- ----- ----- -----
TOTAL OPERATIONS................................ $ 3.17 4.66 (0.66) 0.89 4.49 3.97 0.75
DISTRIBUTIONS:
Dividends from Net Investment Income.............. $ (0.19) (0.24) (0.24) (0.18) (0.06) (0.08) (0.05)
Distributions from Net Realized Capital Gains..... $ (0.68) (0.37) 0.00 0.00 (1.20) (0.17) 0.00
------- ----- ----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS............................. $ (0.87) (0.61) (0.24) (0.18) (1.26) (0.25) (0.05)
Net Asset Value End of Period...................... $ 21.16 18.86 14.81 15.71 22.65 19.42 15.70
Total Return %..................................... 16.85 31.61 (4.22) 5.93 23.10 25.27 4.99
Net Assets, End of Period (Millions)............... $ 21.42 14.87 9.30 6.58 22.09 15.19 6.29
RATIOS AFTER FEE WAIVERS:(1)
Ratio of Expenses to Average Net Assets %(2)...... 1.00 1.00 1.00 1.00 1.00 1.00 1.00
Ratio of Net Income to Average Net Assets %(3).... 0.99 1.42 1.65 1.38 0.28 0.59 1.01
Portfolio Turnover Rate %.......................... 26.78 52.91 30.38 23.57 46.43 62.15 58.73
Average Commission Rate (cents per share).......... $0.0799 0.0876
<CAPTION>
BOND FUNDS
----------------------
FIXED INCOME FUND MUNICIPAL INCOME
----------------- ----------------
FOR THE YEAR ENDED 12/31 YEAR ENDED 12/31 5/16-
1996 1995 1994 1993 1996 1995 12/31/94
----------------------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period................ 15.84 14.20 15.80 15.00 15.68 14.73 15.00
OPERATIONS:
Net Investment Income............................. 0.86 0.83 0.80 0.60 0.63 0.63 0.39
Net Gains (losses) on Securities (Realized &
Unrealized)..................................... (0.39) 1.64 (1.60) 0.83 (0.11) 0.96 (0.27)
----- ----- ----- ----- ----- ----- -----
TOTAL OPERATIONS................................ 0.47 2.47 (0.80) 1.43 0.52 1.59 0.12
DISTRIBUTIONS:
Dividends from Net Investment Income.............. (0.86) (0.83) (0.80) (0.60) (0.63) (0.63) (0.39)
Distributions from Net Realized Capital Gains..... 0.00 0.00 0.00 (0.03) 0.00 (0.01) 0.00
----- ----- ----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS............................. (0.86) (0.83) (0.80) (0.63) (0.63) (0.64) (0.39)
Net Asset Value End of Period...................... 15.45 15.84 14.20 15.80 15.57 15.68 14.73
Total Return %..................................... 3.11 17.70 (5.14) 9.51 3.43 10.88 0.81
Net Assets, End of Period (Millions)............... 16.14 15.97 12.46 10.08 2.81 2.28 1.49
RATIOS AFTER FEE WAIVERS:(1)
Ratio of Expenses to Average Net Assets %(2)...... 0.85 0.85 0.85 0.85 0.75 0.68 0.01
Ratio of Net Income to Average Net Assets %(3).... 5.56 5.54 5.53 5.08 4.18 4.28 5.46
Portfolio Turnover Rate %.......................... 14.04 4.95 0.04 10.14 6.25 7.81 0.00
Average Commission Rate (cents per share)..........
</TABLE>
(1) The Adviser intends fee waivers of 0.30% to be permanent, although the
Adviser retains the right to remove the waivers after 12/31/97. As of
12/31/96, assuming no waiver of management fee expenses, the ratios would
have been:
<TABLE>
<CAPTION>
Growth Opportunity Fixed Municipal
------ ----------- ----- ---------
<S> <C> <C> <C> <C>
Expenses to Average Net Assets...... 1.30% 1.30% 1.15% 1.15%
Net income to Average Net Assets.... 0.69% 0.00% 5.26% 3.78%
</TABLE>
(2) Ratios have been annualized in 1994 for the Opportunity Fund and the
Municipal Income Fund. In addition, the Municipal Income Fund waived 1.14%
of the fee in 1994, and 0.47% of the fee in 1995.
(3) Ratios have been annualized in 1994 for the Opportunity Fund and the
Municipal Income Fund.
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<PAGE> 6
INVESTMENT OBJECTIVES AND STRATEGIES
The descriptions that follow are designed to help you choose the Fund that
best fits your investment objectives. You may want to pursue more than one
objective by investing in more than one Fund.
THE JOHNSON GROWTH FUND
The investment objective of the Johnson Growth Fund (the "Growth Fund") is
long term capital growth. The Fund invests primarily in equity securities of
larger-sized companies (those with a market capitalization above $3 billion)
which the Fund's Adviser, Johnson Investment Counsel, Inc. (the "Adviser"),
believes have above average prospects for appreciation, based on certain
fundamental and technical standards of selection. The Adviser generally intends
to stay fully invested in such securities (subject to liquidity requirements),
regardless of the movement of stock prices. The Fund purchases securities
primarily of those companies that have a record of at least three years'
continuous operation, whose securities, in the opinion of the Adviser, are
generally marketable. Most equity securities in the Fund's portfolio are listed
on major stock exchanges or traded over-the-counter.
The Fund normally will invest primarily in common stocks of large,
established U.S. companies. The Fund will emphasize common stocks of high
quality growth companies which tend to have strong performance records, solid
market positions and reasonable financial strength. The Fund may also invest up
to 30% of its assets in foreign securities. Ordinarily, the Fund will invest in
common stocks, but it may invest in convertible securities, preferred stocks,
bonds, and corporate debt securities when the Adviser believes that these
securities offer opportunities for capital appreciation. Current income will not
be a substantial factor in the selection of securities.
THE JOHNSON OPPORTUNITY FUND
The investment objective of the Johnson Opportunity Fund (the "Opportunity
Fund") is long term capital growth. The Fund invests primarily in equity
securities of small to medium-sized companies (those with a market
capitalization under $3 billion) which the Fund's Adviser believes have above
average prospects for appreciation, based on certain fundamental and technical
standards of selection. The Adviser generally intends to stay fully invested in
such securities (subject to liquidity requirements), regardless of the movement
of stock prices. The Fund purchases securities primarily of those companies that
have a record of at least three years' continuous operation, whose securities,
in the opinion of the Adviser, are generally marketable. Most equity securities
in the Fund's portfolio are traded over-the-counter or are listed on major stock
exchanges.
Although the investment objective of the Fund is identical to that of the
Growth Fund, the Fund normally will invest primarily in common stocks of
smaller, less well-known companies which, in the opinion of the Adviser, offer
special opportunities for capital appreciation. A special opportunity may arise
when, in the opinion of the Adviser, the securities of a particular company have
significant potential to appreciate in value due to dynamic business changes,
including changing consumer demands and lifestyles, or specific company
developments such as new product or technological breakthrough, new channels of
distribution, revitalized management or industry competitive position, or any
other similar new opportunity. In addition, a situation may arise when the
securities of a particular
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<PAGE> 7
company may have been overlooked by the market, presenting, in the opinion of
the Adviser, a favorable opportunity for investment.
The Opportunity Fund may invest in stocks that present certain risks
including dependence on a limited product line, market, financial resources or
management group. In addition, many small to medium-sized company stocks trade
less frequently and have smaller volume than exchange listed stocks which may
cause the Fund to experience difficulty in establishing or liquidating positions
in these stocks. The value of these stocks may fluctuate more sharply than
larger, more established company stocks. Yet in the opinion of the Adviser, the
potential for capital appreciation in these stocks may be greater than average.
The Fund may invest up to 30% of its assets in foreign securities.
Ordinarily, the Fund will invest in common stocks, but it may invest in
convertible securities, preferred stocks, bonds, and corporate debt securities
when the Adviser believes that these securities offer opportunities for capital
appreciation. Current income will not be a factor in the selection of
securities.
THE JOHNSON FIXED INCOME FUND
The investment objective of the Johnson Fixed Income Fund (the "Fixed
Income Fund") is a high level of income over the long term consistent with
preservation of capital. The Fund invests primarily in a broad range of
investment grade fixed income securities. The Fund may invest in fixed income
securities which are unrated-rated if the Adviser determines that they are of
comparable quality to securities rated investment grade. See "Corporate Debt
Securities" for a discussion of such securities. Under normal circumstances, at
least 65% of the total assets of the Fund will be invested in fixed income
securities, including bonds, notes, convertible bonds, mortgage-backed
securities, including collateralized mortgage obligations (CMOs), domestic and
foreign corporate and government securities, municipal securities, zero coupon
bonds and short term obligations (such as commercial paper and repurchase
agreements).
THE JOHNSON MUNICIPAL INCOME FUND
The investment objective of the Johnson Municipal Income Fund (the
"Municipal Income Fund") is a high level of federally tax-free income over the
long term consistent with preservation of capital. The Fund invests primarily in
investment grade municipal securities issued by or on behalf of states,
territories and possessions of the United States, the District of Columbia and
other political subdivisions, agencies, instrumentalities and authorities, as
well as other qualifying issuers (including U.S. Virgin Islands, Puerto Rico and
Guam), the income from which is exempt from regular federal income tax. It is
anticipated that the majority of the investments in the Municipal Income Fund
will be Ohio municipal bonds, notes, and short term obligations which provide
income that is exempt from both Ohio personal income tax and regular federal
income tax.
The Fund may invest in municipal securities which are unrated if the
Adviser determines that they are of comparable quality to securities rated
investment grade. See "Municipal Debt Securities" for a discussion of such
securities. Under normal market conditions, at least 80% of the total assets of
the Fund will be invested in municipal bonds, notes, and short term obligations
which provide income that is exempt from regular federal income tax, including
the alternative minimum tax.
The Fund is a non-diversified fund under the Investment Company Act of
1940. Thus, its portfolio may be invested in securities of fewer issuers than
the portfolio of a diversified fund. This concentration may cause greater
fluctuation in the Fund's net asset value and may make the Fund more susceptible
to any single economic,
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<PAGE> 8
political or regulatory occurrence than a diversified fund. There also are risks
of reduced diversification because the Fund invests primarily in securities of
issuers within the State of Ohio. If either Ohio or any of its local
governmental entities were to be unable to meet their financial obligations, the
income derived by the Fund, its net asset value or liquidity and the ability to
preserve or realize appreciation of the Fund's capital could be adversely
affected.
Political and economic factors affecting Ohio could affect the
creditworthiness and the value of the securities in its portfolio. The Ohio
economy, while diversifying more into the service and other non-manufacturing
areas, continues to rely in part on durable goods manufacturing largely
concentrated in motor vehicles and equipment, steel, rubber products and
household appliances. As a result, general economic activity in Ohio, as in many
other industrially developed states, tends to be more cyclical than in some
other states and in the nation as a whole. Economic problems, including high
unemployment, have had and may have varying effects on the different geographic
areas of the state and its political subdivisions. In line with national trends,
the state has experienced budget short falls due to weak revenue results and
higher-than-budgeted human service expenditures. Future national, regional or
statewide economic difficulties, and the resulting impact on state or local
government finances generally, could adversely affect the market value of Ohio
municipal securities held in the portfolio of the Fund or the ability of
particular obligors to make timely payments of debt service on those
obligations.
GENERAL
For temporary defensive purposes, any Fund may hold all or a portion of its
assets in money market instruments, securities of other no-load mutual funds or
repurchase agreements. If a Fund invests in shares of another mutual fund, the
shareholders of the Fund generally will be subject to duplicative management
fees. See "Investment Policies and Techniques" for a more detailed discussion of
each Fund's investment practices.
As all investment securities are subject to inherent market risks and
fluctuations in value due to earnings, economic and political conditions and
other factors, no Fund can give any assurance that its investment objective will
be achieved. Current yields or rates of total return quoted by a Fund may be
higher or lower than past quotations, and there can be no assurance that any
current yield or rate of total return will be maintained.
HOW TO BUY, SELL
OR EXCHANGE SHARES
IN EACH FUND
The Funds and their transfer agent, Johnson Financial, Inc., can be
contacted at the same mailing address and telephone numbers. If you need
additional information on how to buy, sell or exchange shares in a Fund, please
contact:
FUNDS:
Johnson Mutual Funds Trust
5556 Cheviot Road
Cincinnati, Ohio 45247
(513) 385-4001
(800) 541-0170
FAX: (513) 385-8947
TRANSFER AGENT:
Johnson Financial, Inc.
5556 Cheviot Road
Cincinnati, Ohio 45247
(513) 385-4001
(800) 541-0170
FAX: (513) 385-8947
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<PAGE> 9
HOW TO BUY SHARES
The minimum initial investment for each Fund is $2,000, and $100 for each
subsequent investment. You may diversify your investments by choosing a
combination of any of the Funds for your investment program.
INITIAL PURCHASE
BY MAIL - You may purchase shares of any Fund by completing and signing an
application, drafting a check made payable to: Johnson Mutual Funds, identifying
on the check and on the application which Fund(s) you would like to invest in,
and mailing it to the Transfer Agent.
BY WIRE - You may purchase shares of any Fund by wiring Federal Funds from
your bank, which may charge you a fee for doing so. If money is to be wired for
a newly established account, you must call the Funds and provide the following
information:
Name(s) in which account is to be registered;
Address;
Social security or tax identification number;
Amount being wired;
Name of the Fund(s) you wish to invest in;
Name of the wiring bank;
Name and phone number of a contact person at the bank initiating the wire.
The Funds or the Transfer Agent will provide you with your account number
and your bank must then wire the specified amount according to the following
instructions:
The Provident Bank/Cincinnati,
Johnson Mutual Funds
ABA #042000424
Account #0198-483
For Further Credit to:
Name of Johnson Mutual Fund(s)
- ------------------------------------------------------
Shareholder Account Name -
---------------------
Shareholder Account Number -
-------------------
You must mail a completed application to Johnson Mutual Funds after opening
an account by wire transfer. If a completed application is not received or your
social security or tax identification number is not certified with a Form W-9,
your account will be subject to back-up withholding within 60 days.
Wire orders will be accepted only on a day on which the Funds and the
custodian bank are open for business. A wire purchase will not be considered
made until the wired money is received and the purchase is accepted by the
Funds. Any delays which may occur in wiring money, including delays which may
occur in processing by the banks, are not the responsibility of the Funds or the
custodian bank. There is presently no fee for the receipt of wired funds, but
the Funds reserve the right to charge shareholders for this service.
ADDITIONAL PURCHASES
You may buy additional shares of any Fund at any time (minimum of $100) by
mail or by bank wire. Each additional purchase request must contain:
Name of your account(s);
Account number(s);
Fund(s) in which you wish to invest.
Checks should be made payable to "Johnson Mutual Funds" and should be sent
to Johnson Mutual Funds at the address indicated throughout this prospectus. A
bank wire should be sent as outlined above. ACH (Automatic Clearing House)
transactions should be established in advance.
AUTOMATIC INVESTMENT OPTION
You may arrange to make additional investments ($100 minimum) automatically
on a monthly or bi-monthly basis by transfers from your checking account. You
must complete the "Optional Automatic Investment Plan" section of
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<PAGE> 10
the application and provide the Trust with a voided check for the account you
wish to use for the automatic investment. You may terminate this automatic
investment program at any time.
OTHER PURCHASE INFORMATION
You may exchange securities that you own for shares of any of the Funds,
provided the securities meet the Fund's investment criteria and the Adviser
deems them to be a desirable investment for the Fund. Any exchange will be a
taxable event and you may incur certain transaction costs relating to the
exchange. Contact the Funds for additional information.
If an order, with payment in proper form, is received before the close of
trading on the New York Stock Exchange (currently 4:00 p.m. Eastern Time) by the
Funds or the Custodian, Fund shares will be purchased at the net asset value
determined as of the close of trading on that day. Otherwise, Fund shares will
be purchased at the net asset value determined as of the close of trading on the
New York Stock Exchange on the next business day.
The Funds do not issue share certificates. All shares are held in
non-certificate form registered on the books of the Fund's Transfer Agent for
the account of the shareholder. The rights to limit the amount of purchases and
to refuse to sell to any person are reserved by each Fund. If your check or wire
does not clear, you will be responsible for any loss incurred. If you are
already a shareholder, the Fund can sell shares from any identically registered
account in any of the Funds as reimbursement for any loss incurred. You may be
prohibited or restricted from making future purchases in any Fund.
HOW TO SELL SHARES
You may sell shares in any of your Funds by mail or telephone, without a
charge. Shares will be sold at the next share price (net asset value) calculated
after receipt of your properly completed request for a sale, or telephone call.
BY MAIL - You may sell shares at no charge by mail. All sales will be made
at the net asset value (NAV) determined after the sale request has been received
by the Transfer Agent in proper order. The proceeds of the sale may be more or
less than the purchase price of your shares, depending on the market value of
the Fund's securities at the time of your sale. Your request should be addressed
to Johnson Mutual Funds. "Proper order" means your request for a sale must
include:
Letter of instruction;
Fund name;
Account number(s);
Account name(s);
Dollar amount or the number of shares you wish to sell.
This request must be signed by all registered share owner(s) in the exact
name(s) and any special capacity in which they are registered. For joint
accounts with right of survivorship, only one signature is required for
withdrawal.
For sales in excess of $50,000, the Funds require that signatures be
guaranteed by a bank or member firm of a national securities exchange. Signature
guarantees are for the protection of shareholders. At the discretion of the
Funds or the custodian bank, a shareholder may be required to furnish additional
legal documents to insure proper authorization. If you are not certain of the
requirements for a sale, please call the Transfer Agent at the number indicated
throughout this prospectus.
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<PAGE> 11
Each of the Funds, at its discretion and with shareholder consent, may use
securities from a Fund's portfolio to pay you for your shares, provided that the
Adviser deems that such a distribution of securities will not adversely affect
the Fund's portfolio. Any such transfer of securities to you will be a taxable
event and you may incur certain transaction costs relating to the transfer.
Contact the Funds for additional information.
BY TELEPHONE - Telephone redemption privileges are automatically available
to all shareholders. Shareholders may sell shares on any business day the New
York Stock Exchange is open by calling the Transfer Agent before 4:00 p.m.
Eastern Time. The Funds will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine. Such procedures will include
requiring a form of personal identification from the caller. Sale proceeds will
be mailed or wired at the shareholder's direction to the designated account. The
minimum amount that may be wired is $1,000 (wire charges of $10 will be deducted
from sales proceeds).
By using the telephone redemption and exchange privileges, a shareholder
authorizes the Funds to act upon the instruction of any person by telephone to
sell shares from the account and transfer the proceeds to the bank account
designated or effect an exchange into another Fund. The Funds and the Transfer
Agent are not liable for following instructions communicated by telephone that
they reasonably believe to be genuine. However, if they do not employ reasonable
procedures to confirm that telephone instructions are genuine, they may be
liable for any losses due to unauthorized or fraudulent instructions. The Funds
may change, modify or terminate the telephone redemption or exchange privilege
at any time.
BY SYSTEMATIC WITHDRAWAL PROGRAM - Shareholders may request that a
predetermined amount be sent by check or wired to them periodically, each month
or calendar quarter. A shareholder's account must have Fund shares with a value
of at least $10,000 in order to start a Systematic Withdrawal Program, and the
minimum amount that may be withdrawn each month or quarter under the Systematic
Withdrawal Program is $100. This program may be terminated by a shareholder or
the Funds at any time without charge or penalty and will become effective five
business days following receipt of your instructions. In order to facilitate the
delivery of the checks as close as possible to the end of the month, shares will
be sold on the 24th day of the month or the last business day prior to the 24th
day if the 24th falls on a holiday or weekend. A withdrawal under the Systematic
Withdrawal Program involves a sale of shares, and may result in a gain or loss
for federal income tax purposes. In addition, if the amount withdrawn exceeds
the dividends credited to the shareholder's account, the account ultimately may
be depleted.
ADDITIONAL INFORMATION - Sale requests specifying a certain date or share
price cannot be accepted and will be returned. If you invest by wire, you may
sell your shares on the first business day following such purchase. However, if
you invest by a personal, corporate, cashier's or government check, or through
any of our telephone services, the sales proceeds will not be paid until the
first business day after the 10th calendar day following receipt of payment by
the Fund. Exchanges into any of the other Funds are, however, permitted without
the ten day waiting period.
We will mail or wire the proceeds to you on or before the 5th business day
following the sale. Also, when the New York Stock Exchange is closed (or when
trading is restricted) for any reason other than its customary weekend or
holiday closing or under any emergency
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circumstances, as determined by the Securities and Exchange Commission, we may
suspend sales of Fund shares or postpone payment dates. If you are unable to
accomplish your transaction by telephone (for example, during times of unusual
market activity), consider sending your order by express mail to the Funds, or
facsimile to (513) 385-8947.
Because the Funds incur certain fixed costs in maintaining shareholder
accounts, each Fund reserves the right to require any shareholder to sell all of
his or her shares in the Fund on 30 days' written notice if the value of his or
her shares in the Fund is less than $2,000 due to sales of Fund shares, or such
other minimum amount as the Fund may determine from time to time. An involuntary
sale will create a capital gain or a capital loss, which may have tax
consequences about which you should consult your tax adviser. A shareholder may
increase the value of his or her shares in the Fund to the minimum amount within
the 30 day period. Each share of each Fund is subject to a sale at any time if
the Board of Trustees determines in its sole discretion that failure to sell may
have materially adverse consequences to all or any of the shareholders of the
Trust or any Fund of the Trust.
HOW TO EXCHANGE SHARES
As a shareholder in any Fund, you may exchange shares valued at $1,000 or
more for shares of any other Fund in the Johnson Mutual Fund Trust. You may make
an exchange by telephone or by written request.
BY TELEPHONE - Shareholders may call the Transfer Agent to exchange shares.
An exchange may also be made by written request signed by all registered owners
of the account mailed to the Transfer Agent. Requests for exchanges received
prior to close of trading on the New York Stock Exchange (currently 4:00 p.m.
Eastern Time) will be processed at the next determined net asset value as of the
close of business on the same day.
An exchange is made by selling shares of one Fund and using the proceeds to
buy shares of another Fund, with the NAV for the sale and the purchase
calculated on the same day. See "How to Sell Shares." An exchange results in a
sale of shares for federal income tax purposes. If you make use of the exchange
privilege, you may realize either a long term or short term capital gain or loss
on the shares sold.
Before making an exchange, you should consider the investment objective of
the Fund to be purchased. If your exchange creates a new account, you must
satisfy the requirements of the Fund in which shares are being purchased. You
may make an exchange to a new account or an existing account; however, the
account ownership must be identical. Exchanges may be made only in states where
an exchange may legally be made. The Funds reserve the right to terminate or
modify the exchange privilege in the future upon 60 days prior notice to the
shareholders.
SHARE PRICE CALCULATION
The value of an individual share in a Fund, the net asset value, (NAV) is
calculated by dividing the total value of a Fund's investments and other assets
(including accrued income), less any liabilities (including estimated accrued
expenses), by the number of shares outstanding, rounded to the nearest cent. Net
asset value per share is determined as of the close of the New York Stock
Exchange (4:00 p.m., Eastern Time) on each day that the exchange is open for
business, and on any other day on which there is sufficient trading in the
Fund's securities to materially affect the net asset value. The net asset value
per share of each Fund will fluctuate.
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Securities which are traded on any exchange or on the NASDAQ
over-the-counter market are valued at the last quoted sale price of the day.
Lacking a last sale price, a security is valued at its last bid price except
when, in the Adviser's opinion, the last bid price does not accurately reflect
the current value of the security. All other securities for which
over-the-counter market quotations are readily available are valued at their
last bid price. When market quotations are not readily available, when the
Adviser determines the last bid price does not accurately reflect the current
value or when restricted securities are being valued, such securities are valued
as determined in good faith by the Adviser, in conformity with guidelines
adopted by and subject to review of the Board of Trustees of the Trust.
Fixed income securities may be valued on the basis of prices furnished by a
pricing service when the Adviser believes such prices accurately reflect the
fair market value of such securities. A pricing service utilizes electronic data
processing techniques to determine prices for normal institutional-size trading
units of debt securities without regard to sale or bid prices. When prices are
not readily available from a pricing service, or when restricted or illiquid
securities are being valued, securities are valued at fair value as determined
in good faith by the Adviser, subject to review of the Board of Trustees. Short
term investments in fixed income securities with maturities of less than 60 days
when acquired, or which subsequently are within 60 days of maturity, are valued
by using the amortized cost method of valuation.
DIVIDENDS AND
DISTRIBUTIONS
The Growth Fund, the Fixed Income Fund and the Municipal Income Fund intend
to distribute substantially all of their net investment income as dividends to
shareholders on a quarterly basis. The Opportunity Fund intends to distribute
substantially all of its net investment income as dividends to shareholders on
an annual basis at year end. Each Fund intends to distribute its net long term
capital gains and net short term capital gains at least once a year, at year
end.
Dividends and capital gain distributions are automatically reinvested in
additional shares at the net asset value per share on the distribution date. An
election to receive a cash payment of dividends and/or capital gain
distributions may be made in the application to purchase shares or by separate
written notice to the Transfer Agent. Shareholders will receive a confirmation
statement reflecting the payment and reinvestment of dividends and summarizing
all other transactions. If cash payment is requested, a check normally will be
mailed within five business days after the payable date. If you withdraw your
entire account, all dividends accrued to the time of withdrawal, including the
day of withdrawal, will be paid at that time. Distributions of less than $10 and
distributions on shares purchased within the last 30 days, however, will not be
paid in cash and will be reinvested. You may elect to have distributions on
shares held in IRA's and 403(b) plans paid in cash only if you are 59 1/2 years
old or permanently and totally disabled or if you otherwise qualify under the
applicable plan.
TAXES
Each Fund intends to qualify each year as a "regulated investment company"
under the Internal Revenue Code of 1986, as amended. By so qualifying, a Fund
will not be subject to federal income taxes to the extent that it distributes
substantially all of its net investment income and any net realized capital
gains.
For federal income tax purposes, each Fund is treated as a separate entity
for the purpose of
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computing taxable net income and net realized capital gains and losses.
Dividends paid by each Fund from ordinary taxable income are taxable to
shareholders as ordinary income, but may be eligible in part for the dividends
received deduction for corporations. Pursuant to the Tax Reform Act of 1986, all
distributions of net capital gains to individuals are taxed at the same rate as
ordinary income. All distributions of net capital gains to corporations are
taxed at regular corporate rates. Any distributions designated as being made
from net realized long term capital gains are taxable to shareholders as long
term capital gains regardless of the holding period of the shareholder. The tax
consequences described in this section apply whether distributions are taken in
cash or reinvested in additional shares.
Shareholders are not required to pay federal regular income tax on any
dividends received from a Fund that represent net interest on tax-exempt
municipal bonds. However, under the Tax Reform Act of 1986, dividends
representing net interest earned on some municipal bonds may be included in
calculating the federal individual alternative minimum tax or the federal
alternative minimum tax for corporations.
The alternative minimum tax, currently equal to 24% of alternative minimum
taxable income for individuals, and 20% for corporations, applies when it
exceeds the regular tax for the taxable year. Alternative minimum taxable income
is equal to the regular taxable income of the taxpayer increased by certain "tax
preference" items not included in regular taxable income and reduced by only a
portion of the deductions allowed in the calculation of the regular tax.
The Tax Reform Act of 1986 treats interest on certain "private activity"
bonds issued after August 7, 1986, as a tax preference item for both individuals
and corporations. Unlike traditional governmental purpose municipal bonds, which
finance roads, schools, libraries, prisons and other public facilities, private
activity bonds provide benefits to private parties. The Municipal Income Fund
may purchase all types of municipal bonds, including private activity bonds.
Thus, should it purchase any such bonds, a portion of the Fund's dividends may
be treated as a tax preference item.
Each Fund will mail to each shareholder after the close of the calendar
year a statement setting forth the federal income tax status of distributions
made during the year. Dividends and capital gains distributions may also be
subject to state and local taxes. Shareholders are urged to consult their tax
advisers regarding specific questions as to federal, state or local taxes, the
tax effect of distributions and withdrawals from a Fund and the use of the
Exchange Privilege.
Unless a shareholder of a Fund furnishes his or her certified taxpayer
identification number (social security number for individuals) and certifies
that he or she is not subject to backup withholding, the Fund will be required
to withhold and remit to the U.S. Internal Revenue Service 31% of the dividends,
distributions and sales proceeds payable to the shareholder. Shareholders should
be aware that, under Internal Revenue Service regulations, a Fund may be fined
$50 annually for each account for which a certified taxpayer identification
number is not provided. In the event that such a fine is imposed with respect to
a specific shareholder account in any year, the Fund will make a corresponding
charge against the shareholder account.
OPERATION OF THE FUNDS
The Growth Fund, Opportunity Fund, and Fixed Income Fund are diversified
series, and the Municipal Income Fund is a non-diversified series, of Johnson
Mutual Funds Trust, an open-end management investment company organized as an
Ohio business trust on September 30, 1992. The Board of Trustees supervises the
business activities
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of the Trust. Like other mutual funds, the Trust retains various organizations
to perform specialized services. It retains Johnson Investment Counsel, Inc.,
5556 Cheviot Road, Cincinnati, Ohio 45247 (the "Adviser") to manage the Trust's
investments and its business affairs. The Adviser is a Cincinnati-based company
of which Timothy E. Johnson is the controlling shareholder. Since its inception
in 1965, it has grown to become the largest independent investment advisory firm
in the Cincinnati area. The Adviser has over $1.6 billion of assets under
management with services extending to a wide range of clients, including
businesses, individuals, foundations, and institutional endowments. Johnson
Investment Counsel, Inc. solely provides investment management, through
individually managed portfolios and has no commission-based affiliations from
the sale of products. The investment decisions for each Fund are made by a
committee of the Adviser, which is responsible for the day-to-day management of
the portfolio of each Fund.
The Growth Fund and the Opportunity Fund are each authorized to pay the
Adviser a fee equal to an annual average rate of 1.30% of its average daily net
assets, although the Adviser has committed to limit its fee to 1.00% of such
assets. The Fixed Income Fund and the Municipal Income Fund are each authorized
to pay the Adviser a fee equal to 1.15% of its average daily net assets,
although the Adviser has committed to limit its fee to 0.85% of such assets in
the Fixed Income Fund and 0.75% of such assets in the Municipal Income Fund. The
Adviser intends that these fee limitations will be permanent, although the
Adviser reserves the right to remove them at any time after December 31, 1997.
The Adviser pays all of the expenses of each Fund except brokerage, taxes,
interest and extraordinary expenses. It should be noted that most investment
companies pay their own operating expenses directly, while each Fund's expenses
except those specified above, are paid by the Adviser.
The Trust retains Johnson Financial, Inc. to serve as transfer agent and
dividend paying agent. Johnson Financial, Inc. is a wholly owned subsidiary of
Adviser and thus it and the Adviser may be deemed to be under common control.
Johnson Financial, Inc. operates under separate contractual agreements with the
Trust.
INVESTMENT POLICIES AND
TECHNIQUES
This section contains general information about various types of securities
and investment techniques. Each Fund may invest in any security or employ any
investment technique described in this section unless specifically noted
otherwise.
EQUITY SECURITIES
Each Fund may invest in equity securities, which includes common stocks,
preferred stocks, convertible preferred stocks, convertible debentures, rights
and warrants. Convertible preferred stock is preferred stock that can be
converted into common stock pursuant to its terms. Convertible debentures are
debt instruments that can be converted into common stock pursuant to their
terms. Warrants are options to purchase equity securities at a specified price
valid for a specific time period. Rights are similar to warrants, but normally
have shorter durations. A Fund may not invest more than 5% of its net assets at
the time of purchase in rights and warrants.
FIXED INCOME SECURITIES
Fixed income securities include corporate debt securities, U.S. government
securities, mortgage-backed securities, zero coupon bonds, asset-backed and
receivable-backed securities and participation interests in such securities.
Preferred stock and certain common stock equivalents may
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also be considered to be fixed income securities. Fixed income securities are
generally considered to be interest rate sensitive, which means that their value
will generally decrease when interest rates rise and increase when interest
rates fall. Securities with shorter maturities, while offering lower yields,
generally provide greater price stability than longer term securities and are
less affected by changes in interest rates.
CORPORATE DEBT SECURITIES - Corporate debt securities are long and short
term debt obligations issued by companies (such as publicly issued and privately
placed bonds, notes and commercial paper). The Adviser considers corporate debt
securities to be of investment grade quality if they are rated BBB or higher by
Standard & Poor's Corporation ("S&P"), Baa or higher by Moody's Investors
Services, Inc. ("Moody's"), or if unrated, determined by the Adviser to be of
comparable quality. Investment grade debt securities generally have adequate to
strong protection of principal and interest payments. In the lower end of this
category, credit quality may be more susceptible to potential future changes in
circumstances and the securities have speculative elements. If the rating of a
security by S&P or Moody's drops below investment grade, the Adviser will
dispose of the security as soon as practicable (depending on market conditions)
unless the Adviser determines based on its own credit analysis that the security
provides the opportunity of meeting the Fund's objective without presenting
excessive risk. No Fund will invest more than 5% of the value of its net assets
in securities that are below investment grade. If, as a result of a downgrade, a
Fund holds more than 5% of the value of its net assets in securities rated below
investment grade, the Fund will take action to reduce the value of such
securities below 5%.
MUNICIPAL SECURITIES - Municipal securities are long and short term debt
obligations issued by or on behalf of states, territories and possessions of the
United States, the District of Columbia and their political subdivisions,
agencies, instrumentalities and authorities, as well as other qualifying issuers
(including the U.S. Virgin Islands, Puerto Rico and Guam), the income from which
is exempt from regular federal income tax and exempt from state tax in the state
of issuance.
Municipal bonds are issued to provide funding for various public purposes,
including general purpose financing for state and local governments (general
obligation bonds) as well as financing for specific projects or facilities.
Municipal bonds may be backed by the issuer's pledge of its faith, credit and
full taxing power for payment of both interest and principal, or by the revenues
generated from a specific project, or the credit of a private organization. Some
municipal bonds are insured by private insurance companies while others are
supported by letters of credit furnished by domestic or foreign banks. The Funds
may invest in other municipal securities such as variable rate demand
instruments. The Funds may also invest in municipal notes, which are generally
used to provide short term capital needs and have maturities of one year or
less, as well as tax-exempt commercial paper. Municipal notes include tax
anticipation notes, revenue anticipation notes, bond anticipation notes and
construction loan notes. Tax exempt commercial paper typically represents short
term, unsecured negotiable promissory notes.
The Municipal Income Fund may invest 25% or more of its assets in
tax-exempt obligations issued by municipal governments or political subdivisions
of governments within a particular segment of the bond market, such as housing
agency bonds, hospital revenue bonds or airport bonds. It is possible that
economic, business or political developments or other changes affecting one bond
may also affect other bonds in the same segment in the same manner, thereby
potentially increasing the risk of such investments. In addition, from time to
time, the Municipal Income Fund may invest more than 25% of the
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value of its total assets in industrial development bonds which, although issued
by industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. However, the Fund will not invest more
than 25% of its assets in securities backed by non-governmental users which are
in the same industry.
It is the Municipal Income Fund's intent to minimize the purchase of
municipal securities that are subject to alternative minimum tax. Fund
distributions from interest on municipal securities that are subject to
alternative minimum tax, such as certain private activity bonds, will be a
preference item for purposes of calculating individual and corporate alternative
minimum taxes, depending on the shareholders' particular situation. In addition,
state and local tax may apply, depending on the shareholders' state and local
tax laws.
The Adviser considers municipal securities to be of investment grade
quality if they are rated BBB or higher by S&P, Baa or higher by Moody's, or if
unrated, determined by the Adviser to be of comparable quality. Investment grade
debt securities generally have adequate to strong protection of principal and
interest payments. In the lower end of this category, credit quality may be more
susceptible to potential future changes in circumstances and the securities have
speculative elements. If the rating of a security by S&P or Moody's drops below
investment grade, the Adviser will dispose of the security as soon as
practicable (depending on market conditions) unless the Adviser determines based
on its own credit analysis that the security provides the opportunity of meeting
the Fund's objective without presenting excessive risk. No Fund will invest more
than 5% of the value of its net assets in securities that are below investment
grade. If, as a result of a downgrade, a Fund holds more than 5% of the value of
its net assets in securities rated below investment grade, the Fund will take
action to reduce the value of such securities below 5%.
U.S. GOVERNMENT SECURITIES - U.S. government securities may be backed by
the credit of the government as a whole or only by the issuing agency. U.S.
Treasury bonds, notes, and bills and some agency securities, such as those
issued by the Federal Housing Administration and the Government National
Mortgage Association (GNMA), are backed by the full faith and credit of the U.S.
government as to payment of principal and interest and are the highest quality
government securities. Other securities issued by U.S. government agencies or
instrumentalities, such as securities issued by the Federal Home Loan Banks and
the Federal Home Loan Mortgage Corporation, are supported only by the credit of
the agency that issued them, and not by the U.S. government. Securities issued
by the Federal Farm Credit System, the Federal Land Banks, and the Federal
National Mortgage Association (FNMA) are supported by the agency's right to
borrow money from the U.S. Treasury under certain circumstances, but are not
backed by the full faith and credit of the U.S. government.
MORTGAGE-BACKED SECURITIES - represent an interest in a pool of mortgages.
These securities, including securities issued by FNMA and GNMA, provide
investors with payments consisting of both interest and principal as the
mortgages in the underlying mortgage pools are repaid. Unscheduled or early
payments on the underlying mortgages may shorten the securities' effective
maturities. The average life of securities representing interests in pools of
mortgage loans is likely to be substantially less than the original maturity of
the mortgage pools as a result of prepayments or foreclosures of such mortgages.
Prepayments are passed through to the registered holder with the regular monthly
payments of principal and interest, and have the effect of reducing future
payments. To the extent the mortgages underlying a security representing an
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interest in a pool of mortgages are prepaid, a Fund may experience a loss (if
the price at which the respective security was acquired by the Fund was at a
premium over par, which represents the price at which the security will be sold
upon prepayment). In addition, prepayments of such securities held by a Fund
will reduce the share price of the Fund to the extent the market value of the
securities at the time of prepayment exceeds their par value. Furthermore, the
prices of mortgage-backed securities can be significantly affected by changes in
interest rates. Prepayments may occur with greater frequency in periods of
declining mortgage rates because, among other reasons, it may be possible for
mortgagors to refinance their outstanding mortgages at lower interest rates. In
such periods, it is likely that any prepayment proceeds would be reinvested by a
Fund at lower rates of return.
COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS) - Securities collateralized by
mortgages or mortgage-backed securities. CMOs are issued with a variety of
classes or series, which have different maturities and are often retired in
sequence. CMOs may be issued by governmental or non-governmental entities such
as banks and other mortgage lenders. Non-government securities may offer a
higher yield but also may be subject to greater price fluctuation than
government securities. Investments in CMOs are subject to the same risks as
direct investments in the underlying mortgage and mortgage-backed securities. In
addition, in the event of a bankruptcy or other default of an entity who issued
the CMO held by a Fund, the Fund could experience both delays in liquidating its
position and losses.
ZERO COUPON BONDS - Zero coupon bonds do not make regular interest
payments. Instead they are sold at a deep discount from their face value. Each
Fund will accrue income on such bonds for tax and accounting purposes, in
accordance with applicable law. This income will be distributed to shareholders.
Because no cash is received at the time such income is accrued, the Fund may be
required to liquidate other portfolio securities to satisfy its distribution
obligations. Because a zero coupon bond does not pay current income, its price
can be very volatile when interest rates change. In calculating its dividend,
the funds take into account as income a portion of the difference between a zero
coupon bond's purchase price and its face value. Certain types of CMOs pay no
interest for a period of time and therefore present risks similar to zero coupon
bonds.
The Federal Reserve creates STRIPS (Separate Trading of Registered Interest
and Principal of Securities) by separating the coupon payments and the principal
payment from an outstanding Treasury security and selling them as individual
securities. A broker-dealer creates a derivative zero by depositing a Treasury
security with a custodian for safekeeping and then selling the coupon payments
and principal payment that will be generated by this security separately.
Examples are Certificates of Accrual on Treasury Securities (CATs), Treasury
Investment Growth Receipts (TIGRs) and generic Treasury Receipts (TRs). These
derivative zero coupon obligations are not considered to be government
securities unless they are part of the STRIPS program. Original issue zeros are
zero coupon securities issued directly by the U.S. government, a government
agency, or by a corporation.
FOREIGN SECURITIES - The Funds may invest in foreign equity securities
through the purchase of American Depository Receipts. American Depository
Receipts are certificates of ownership issued by a U.S. bank as a convenience to
the investors in lieu of the underlying shares which it holds in custody. The
Funds may also invest in dollar denominated foreign fixed-income securities
issued by foreign companies, foreign governments or international organizations
and determined by the Adviser to be comparable in quality to investment grade
domestic securities. Neither Fund will invest in a foreign security if,
immediately after
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<PAGE> 19
a purchase and as a result of the purchase, the total value of foreign
securities owned by the Fund would exceed 30% of the value of the total assets
of the Fund. To the extent that a Fund does invest in foreign securities, such
investments may be subject to special risks, such as changes in restrictions on
foreign currency transactions and rates of exchange, and changes in the
administrations or economic and monetary policies of foreign governments.
REPURCHASE AGREEMENTS - A repurchase agreement is a short term investment
in which the purchaser acquires ownership of a U.S. Government security (which
may be of any maturity) and the seller agrees to repurchase the obligation at a
future time at a set price, thereby determining the yield during the purchaser's
holding period (usually not more than seven days from the date of purchase). Any
repurchase transaction in which a Fund engages will require full
collateralization of the seller's obligation during the entire term of the
repurchase agreement. In the event of a bankruptcy or other default of the
seller, a Fund could experience both delays in liquidating the underlying
security and losses in value. However, the Funds intend to enter into repurchase
agreements only with the Trust's custodian, other banks with assets of $1
billion or more and registered securities dealers determined by the Adviser
(subject to review by the Board of Trustees) to be creditworthy. The Adviser
monitors the creditworthiness of the banks and securities dealers with which a
Fund engages in repurchase transactions, and a Fund will not invest more than
15% of its net assets in illiquid securities, including repurchase agreements
maturing in more than seven days.
WHEN ISSUED SECURITIES AND FORWARD COMMITMENTS
Each Fund may buy and sell securities on a when-issued or delayed delivery
basis, with payment and delivery taking place at a future date. The price and
interest rate that will be received on the securities are each fixed at the time
the buyer enters into the commitment. A Fund may enter into such forward
commitments if they hold, and maintain until the settlement date in a separate
account at the Fund's Custodian, cash or U.S. government securities in an amount
sufficient to meet the purchase price. The Funds will not invest more than 25%
of their respective total assets in forward commitments. Forward commitments
involve a risk of loss if the value of the security to be purchased declines
prior to the settlement date. Any change in value could increase fluctuations in
a Fund's share price and yield. Although a Fund will generally enter into
forward commitments with the intention of acquiring securities for its
portfolio, a Fund may dispose of a commitment prior to the settlement if the
Adviser deems it appropriate to do so.
OPTIONS TRANSACTIONS
Each Fund may write (sell) covered call options on individual securities
and on stock indices and engage in related closing transactions. A covered call
option on a security is an agreement to sell a particular portfolio security if
the option is exercised at a specified price, or before a set date. An option on
a stock index gives the option holder the right to receive, upon exercising the
option, a cash settlement amount based on the difference between the exercise
price and the value of the underlying stock index. Risks associated with writing
covered options include the possible inability to effect closing transactions at
favorable prices and an appreciation limit on the securities set aside for
settlement. There is no assurance of liquidity in the secondary market for
purposes of closing out covered call option positions.
Each Fund may purchase put and call options on individual securities and on
stock indices for the purpose of hedging against the risk of unfavorable price
movements adversely affecting the value of the Fund's securities or securities
the
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Fund intends to buy. Each Fund may also sell put and call options in closing
transactions.
GENERAL
Each Fund may engage in short sales if, at the time of the short sale, the
Fund owns or has the right to obtain an equal amount of the security being sold
short at no additional cost. Each Fund may also borrow money for liquidity
purposes in an amount not exceeding 5% of the Fund's total assets at the time
the borrowing is made. Assets of a Fund may be pledged in connection with
borrowings. See "Investment Limitations" in the Statement of Additional
Information.
GENERAL INFORMATION
FUNDAMENTAL POLICIES
The investment limitations set forth in the Statement of Additional
Information as fundamental policies may not be changed without the affirmative
vote of the majority of the outstanding shares of the applicable Fund. The
investment objective of each Fund may be changed without the affirmative vote of
a majority of the outstanding shares of the Fund.
PORTFOLIO TURNOVER
Each of the Funds does not intend to purchase or sell securities for short
term trading purposes. Each Fund will, however, sell any portfolio security
(without regard to the length of time it has been held) when the Adviser
believes that market conditions, creditworthiness factors or general economic
conditions warrant such action. It is anticipated that the Growth Fund, the
Fixed Income Fund and the Municipal Income Fund will have portfolio turnover
rates of less than 50%. It is anticipated that the Opportunity Fund will have a
portfolio turnover rate of less than 100%.
SHAREHOLDER RIGHTS
Any Trustee of the Trust may be removed by vote of the shareholders holding
not less than two-thirds of the outstanding shares of the Trust. The Trust does
not hold an annual meeting of shareholders. When matters are submitted to
shareholders for a vote, each shareholder is entitled to one vote for each whole
share he owns and fractional votes for fractional shares he owns. All shares of
a Fund have equal voting rights and liquidation rights.
The beneficial ownership, either directly or indirectly, of more than 25%
of the voting securities of a Fund creates a presumption of control of the Fund
under Section 2(a)(9) of the Investment Company Act of 1940. As of March 31,
1997, the Johnson Investment Counsel, Inc. Profit Sharing Plan, discretionary
advisory accounts of Johnson Investment Counsel, Inc., and other accounts which
officers and/or employees may control, may be deemed to have owned in the
aggregate more than 25% of the shares of the Growth Fund, the Opportunity Fund,
the Fixed Income Fund and the Municipal Income Fund. In addition, Timothy E.
Johnson and Janet L. Johnson jointly owned more than 25% of the shares of the
Municipal Income Fund.
INVESTMENT PERFORMANCE
Each Fund may periodically advertise "average annual total return." The
"total return" of a Fund refers to the dividends and distributions generated by
an investment in the Fund plus the change in the value of the investment from
the beginning of the period to the end of the period. The "average annual total
return" of a Fund refers to the rate of total return for each year of the period
which would be equivalent to the cumulative total return for the period. All
dividends and distributions earned on the investment are assumed to be
reinvested.
-18-
<PAGE> 21
Each Fund may also periodically advertise its total return and cumulative
total return over various periods in addition to the value of a $10,000
investment (made on the date of the initial public offering of the Fund's
shares) as of the end of a specified period. The "total return" and "cumulative
total return" for each Fund are calculated as indicated above for "total
return."
The Fixed Income Fund and Municipal Income Fund may each periodically
advertise its yield for a thirty day or one month period. The "yield" of a Fund
refers to the income generated by an investment in the Fund over the period,
calculated on a per share basis (using the net asset value per share on the last
day of the period and the average number of shares outstanding during the
period). A Fund's yield quotation will always be accompanied by the Fund's
average annual total return information described above. In addition, the
Municipal Income Fund may advertise together with its "yield" a tax-equivalent
yield which reflects the yield which would be required of a taxable investment
at a stated income tax rate in order to equal the Fund's "yield".
All Funds may also include in advertisements data comparing performance
with other mutual funds as reported in non-related investment media, published
editorial comments and performance rankings compiled by independent
organizations and publications that monitor the performance of mutual funds
(such as Morningstar or Lipper Analytical Services). Performance information may
be quoted numerically or may be presented in a table, graph or other
illustration. In addition, Fund performance may be compared to well-known
indices of market performance including the Standard & Poor's (S&P) 500 Index,
S&P MidCap 400 Index, S&P/BARRA Growth and Value Indices, the Dow Jones
Industrial Average, or the Lehman Brothers Indices. The Trust's annual report
contains additional performance information that will be made available upon
request and without charge.
The advertised performance data of each Fund is based on historical
performance and is not intended to indicate future performance. Yields and rates
of total return quoted by a Fund may be higher or lower than past quotations,
and there can be no assurance that any yield rate of total return will be
maintained. The principal value of an investment in each Fund will fluctuate so
that a shareholder's shares, when sold, may be worth more or less than the
shareholder's original investment.
INVESTMENT ADVISER
Johnson Investment Counsel, Inc.
5556 Cheviot Road
Cincinnati, Ohio 45247
TRANSFER AGENT
Johnson Financial, Inc.
5556 Cheviot Road
Cincinnati, Ohio 45247
AUDITORS
McCurdy & Associates CPA's, Inc.
27955 Clemens Road
Westlake, Ohio 44145
CUSTODIAN
The Provident Bank
Three East Fourth Street
Cincinnati, Ohio 45202
No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the sale of these Funds. Representations other than those contained in this
Prospectus must not be relied upon as being authorized by any Fund. This
Prospectus does not constitute an offer by any Fund to sell its shares in any
state to any person to whom it is unlawful to make such offer in such state.
-19-
<PAGE> 22
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
FUND EXPENSES......................... 2
FINANCIAL HIGHLIGHTS.................. 3
INVESTMENT OBJECTIVES AND
STRATEGIES............................ 4
HOW TO BUY, SELL OR EXCHANGE SHARES IN
EACH FUND............................. 6
HOW TO BUY SHARES..................... 7
HOW TO SELL SHARES.................... 8
HOW TO EXCHANGE SHARES................ 10
SHARE PRICE CALCULATION............... 10
DIVIDENDS AND DISTRIBUTIONS........... 11
TAXES................................. 11
OPERATION OF THE FUNDS................ 12
INVESTMENT POLICIES AND TECHNIQUES.... 13
GENERAL INFORMATION................... 18
INVESTMENT PERFORMANCE................ 18
</TABLE>
LOGO
PROSPECTUS
MAY 1,
1997
JOHNSON MUTUAL FUNDS TRUST
5556 CHEVIOT ROAD
CINCINNATI, OH 45247
(513) 385-4001
(800) 541-0170
FAX (513) 385-8947
<PAGE> 23
JOHNSON MUTUAL FUNDS TRUST
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1997
* THE JOHNSON GROWTH FUND
* THE JOHNSON OPPORTUNITY FUND
* THE JOHNSON FIXED INCOME FUND
* THE JOHNSON MUNICIPAL INCOME FUND
This Statement of Additional Information is not a prospectus. It should
be read in conjunction with the Prospectus of Johnson Mutual Funds dated May 1,
1997. A copy of the Prospectus can be obtained by writing the Trust at 5556
Cheviot Road, Cincinnati, Ohio 45247, or by calling the Trust at (513) 385-4001.
- 1 -
<PAGE> 24
STATEMENT OF ADDITIONAL INFORMATION
JOHNSON MUTUAL FUNDS TRUST
5556 CHEVIOT ROAD
CINCINNATI, OHIO 45247
TABLE OF CONTENTS
PAGE
DESCRIPTION OF THE TRUST ................................................. 3
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS ............................ 3
INVESTMENT LIMITATIONS ................................................... 6
STATE RESTRICTIONS ....................................................... 7
TRUSTEES AND OFFICERS .................................................... 8
THE INVESTMENT ADVISER ................................................... 10
PORTFOLIO TRANSACTIONS AND BROKERAGE ..................................... 11
DETERMINATION OF SHARE PRICE ............................................. 12
INVESTMENT PERFORMANCE ................................................... 12
CUSTODIAN ................................................................ 13
TRANSFER AGENT ........................................................... 13
ACCOUNTANTS .............................................................. 13
FINANCIAL STATEMENTS ..................................................... 13
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<PAGE> 25
DESCRIPTION OF THE TRUST
Johnson Mutual Funds Trust (the "Trust"), formerly Johnson Investment
Mutual Funds Trust, is an open-end investment company established under the laws
of Ohio by an Agreement and Declaration of Trust dated September 30, 1992 (the
"Trust Agreement"). The Trust Agreement permits the Trustees to issue an
unlimited number of shares of beneficial interest of separate series without par
value. Shares of four series have been authorized, which shares constitute the
interests in the Johnson Growth Fund, the Johnson Opportunity Fund, the Johnson
Fixed Income Fund, and the Johnson Municipal Income Fund.
Each share of a series represents an equal proportionate interest in
the assets and liabilities belonging to that series with each other share of
that series and is entitled to such dividends and distributions out of income
belonging to the series as are declared by the officers of the Trust, subject to
the review and approval of the Board of Trustees. The shares do not have
cumulative voting rights or any preemptive or conversion rights, and the
Trustees have the authority from time to time to divide or combine the shares of
any series into a greater or lesser number of shares of that series so long as
the proportionate beneficial interest in the assets belonging to that series and
the rights of shares of any other series are in no way affected. In case of any
liquidation of a series, the holders of shares of the series being liquidated
will be entitled to receive as a class a distribution out of the assets, net of
the liabilities, belonging to that series. Expenses attributable to any series
are borne by that series. Any general expenses of the Trust not readily
identifiable as belonging to a particular series are allocated by or under the
direction of the Trustees in such manner as the Trustees determine to be fair
and equitable. No shareholder is liable to further calls or to assessment by the
Trust without his express consent.
Upon sixty days prior written notice to shareholders, a Fund may make
redemption payments in whole or in part in securities or other property if the
Trustees determine that existing conditions make cash payments undesirable. For
other information concerning the purchase and redemption of shares of the Funds,
see "How to Buy, Sell, or Exchange Shares in Each Fund," "How to Buy Shares,"
"How to Sell Shares" and "How to Exchange Shares" in the Prospectus. For a
description of the methods used to determine the share price and value of each
Fund's assets, see "Share Price Calculation" in the Prospectus.
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS
This section contains a more detailed discussion of some of the
investments a Fund may make and some of the techniques it may use, as described
in the Prospectus (see "Investment Objectives and Strategies" and "Investment
Policies and Techniques").
A. Corporate Debt Securities. Corporate debt securities are bonds or
notes issued by corporations and other business organizations, including
business trusts, in order to finance their credit needs. Corporate debt
securities include commercial paper which consists of short term (usually from
one to two hundred seventy days) unsecured promissory notes issued by
corporations in order to finance their current operations.
B. Municipal Securities. Municipal securities are issued to obtain
funds to construct, repair or improve various public facilities such as
airports, bridges, highways, hospitals, housing, schools, streets and water and
sewer works, to pay general operating expenses or to refinance outstanding
debts. They also may be issued to finance various private activities, including
the lending of funds to public or private institutions for construction of
housing, educational or medical facilities or the financing of privately owned
or operated facilities. Municipal securities consist of tax exempt bonds, tax
exempt notes and tax exempt commercial paper. Tax exempt notes generally are
used to provide short term capital needs and generally have maturities of one
year or less. Tax exempt commercial paper typically represents short term,
unsecured, negotiable promissory notes.
The two principal classifications of municipal securities are "general
obligations" and "revenue" bonds. General obligation bonds are backed by the
issuer's full credit and taxing power. Revenue bonds are backed by the revenues
of a specific project, facility or tax. Industrial development revenue bonds are
a specific type of revenue bond backed by the credit of the private issuer of
the facility, and therefore investments in these bonds have more potential risk
that the issuer will not be able to meet scheduled payments of principal and
interest.
-3-
<PAGE> 26
C. Zero Coupon and Pay in Kind Bonds. Corporate debt securities and
municipal obligations include so-called "zero coupon" bonds and "pay-in-kind"
bonds. Zero coupon bonds are issued at a significant discount from their
principal amount in lieu of paying interest periodically. Pay-in-kind bonds
allow the issuer, at its option, to make current interest payments on the bonds
either in cash or in additional bonds. The value of zero coupon bonds and
pay-in-kind bonds is subject to greater fluctuation in response to changes in
market interest rates than bonds which make regular payments of interest. Both
of these types of bonds allow an issuer to avoid the need to generate cash to
meet current interest payments. Accordingly, such bonds may involve greater
credit risks than bonds which make regular payment of interest. Even though zero
coupon bonds and pay-in-kind bonds do not pay current interest in cash, the
applicable Fund is required to accrue interest income on such investments and to
distribute such amounts at least annually to shareholders. Thus, a Fund could be
required at times to liquidate other investments in order to satisfy its
dividend requirements. No Fund will invest more than 5% of its net assets in
pay-in-kind bonds.
D. Financial Service Industry Obligations. Financial service industry
obligations include among others, the following:
(1) Certificates of Deposit. Certificates of deposit are negotiable
certificates evidencing the indebtedness of a commercial bank or a savings and
loan association to repay funds deposited with it for a definite period of time
(usually from fourteen days to one year) at a stated or variable interest rate.
(2) Time Deposits. Time deposits are non-negotiable deposits
maintained in a banking institution or a savings and loan association for a
specified period of time at a stated interest rate. Time Deposits are considered
to be illiquid prior to their maturity.
(3) Bankers' Acceptances. Bankers' acceptances are credit
instruments evidencing the obligation of a bank to pay a draft which has been
drawn on it by a customer, which instruments reflect the obligation both of the
bank and of the drawer to pay the face amount of the instrument upon maturity.
E. Asset-Backed and Receivable-Backed Securities. Asset-backed and
receivable-backed securities are undivided fractional interests in pools of
consumer loans (unrelated to mortgage loans) held in a trust. Payments of
principal and interest are passed through to certificate holders and are
typically supported by some form of credit enhancement, such as a letter of
credit, surety bond, limited guaranty, or senior/subordination. The degree of
credit enhancement varies, but generally amounts to only a fraction of the
asset-backed or receivable-backed security's par value until exhausted. If the
credit enhancement is exhausted, certificateholders may experience losses or
delays in payment if the required payments of principal and interest are not
made to the trust with respect to the underlying loans. The value of these
securities also may change because of changes in the market's perception of the
creditworthiness of the servicing agent for the loan pool, the originator of the
loans or the financial institution providing the credit enhancement.
Asset-backed and receivable-backed securities are ultimately dependent upon
payment of consumer loans by individuals, and the certificateholder generally
has no recourse against the entity that originated the loans. The underlying
loans are subject to prepayments which shorten the securities' weighted average
life and may lower their return. As prepayments flow through at par, total
returns would be affected by the prepayments: if a security were trading at a
premium, its total return would be lowered by prepayments, and if a security
were trading at a discount, its total return would be increased by prepayments.
No Fund will invest more than 5% of its net assets in asset-backed or
receivable-backed securities.
F. Forward Commitments and Reverse Repurchase Agreements. Each Fund
will direct its Custodian to place cash or U.S. government obligations in a
separate account of the Trust in an amount equal to the commitments of the Fund
to purchase or repurchase securities as a result of its forward commitment or
reverse repurchase agreement obligations. With respect to forward commitments to
sell securities, the Trust will direct its Custodian to place the securities in
a separate account. When a separate account is maintained in connection with
forward commitment transactions to purchase securities or reverse repurchase
agreements, the securities deposited in the separate account will be valued
daily at market for the purpose of determining the adequacy of the securities in
the account. If the market value of such securities declines, additional cash or
securities will be placed in the account on a daily basis so that the market
value of the account will equal the amount of the Fund's commitments to purchase
or repurchase securities. To the extent funds are in a separate account, they
will not be available for new investment or to meet redemptions. Reverse
repurchase agreements constitute a borrowing
-4-
<PAGE> 27
by the Fund and will not represent more than 5% of the net assets of either
Fund. No Fund will invest more than 25% of its total assets in forward
commitments.
Securities purchased on a forward commitment basis, securities subject
to reverse repurchase agreements and the securities held in each Fund's
portfolio are subject to changes in market value based upon the public's
perception of the creditworthiness of the issuer and changes in the level of
interest rates (which will generally result in all of those securities changing
in value in the same way, i.e., all those securities experiencing appreciation
when interest rates decline and depreciation when interest rates rise).
Therefore, if in order to achieve a higher level of income, the Fund remains
substantially fully invested at the same time that it has purchased securities
on a forward commitment basis or entered into reverse repurchase transactions,
there will be a possibility that the market value of the Fund's assets will have
greater fluctuation.
With respect to 75% of the total assets of each Fund, the value of the
Fund's commitments to purchase or repurchase the securities of any one issuer,
together with the value of all securities of such issuer owned by the Fund, may
not exceed 5% of the value of the Fund's total assets at the time the commitment
to purchase or repurchase such securities is made; provided, however, that this
restriction does not apply to U.S. government obligations or repurchase
agreements with respect thereto. In addition, each Fund will maintain an asset
coverage of 300% for all of its borrowings and reverse repurchase agreements.
Subject to the foregoing restrictions, there is no limit on the percentage of
the Fund's total assets which may be committed to such purchases or repurchases.
G. Restricted Securities. Restricted securities are securities the
resale of which is subject to legal or contractual restrictions. Restricted
securities may be sold only in privately negotiated transactions, in a public
offering with respect to which a registration statement is in effect under the
Securities Act of 1933 or pursuant to Rule 144 or Rule 144A promulgated under
such Act. Where registration is required, the Fund may be obligated to pay all
or part of the registration expense, and a considerable period may elapse
between the time of the decision to sell and the time such security may be sold
under an effective registration statement. If during such a period adverse
market conditions were to develop, the Fund might obtain a less favorable price
than the price it could have obtained when it decided to sell. No Fund will
invest more than 5% of its net assets in restricted securities.
H. Option Transactions. The Fund may engage in option transactions
involving individual securities and market indexes. An option involves either
(a) the right or the obligation to buy or sell a specific instrument at a
specific price until the expiration date of the option, or (b) the right to
receive payments or the obligation to make payments representing the difference
between the closing price of a market index and the exercise price of the option
expressed in dollars times a specified multiple until the expiration date of the
option. Options are sold (written) on securities and market indexes. The
purchaser of an option on a security pays the seller (the writer) a premium for
the right granted but is not obligated to buy or sell the underlying security.
The purchaser of an option on a market index pays the seller a premium for the
right granted, and in return the seller of such an option is obligated to make
the payment. A writer of an option may terminate the obligation prior to
expiration of the option by making an offsetting purchase of an identical
option. Options are traded on organized exchanges and in the over-the-counter
market. Options on securities which the Fund sells (writes) will be covered or
secured, which means that it will own the underlying security in the case of a
call option. When the Fund writes options, it may be required to maintain a
margin account, to pledge the underlying securities or U.S. government
obligations or to deposit assets in escrow with the Custodian.
The purchase and writing of options involves certain risks. The
purchase of options limits the Fund's potential loss to the amount of the
premium paid and can afford the Fund the opportunity to profit from favorable
movements in the price of an underlying security to a greater extent than if
transactions were effected in the security directly. However, the purchase of an
option could result in the Fund losing a greater percentage of its investment
than if the transaction were effected directly. When the Fund writes a covered
call option, it will receive a premium, but it will give up the opportunity to
profit from a price increase in the underlying security above the exercise price
as long as its obligation as a writer continues, and it will retain the risk of
loss should the price of the security decline. In addition, there can be no
assurance that the Fund can effect a closing transaction on a particular option
it has written.
I. Loans of Portfolio Securities. Each Fund may make short and long
term loans of its portfolio securities. Under the lending policy authorized by
the Board of Trustees and implemented by the Adviser in response to requests of
-5-
<PAGE> 28
broker-dealers or institutional investors which the Adviser deems qualified, the
borrower must agree to maintain collateral, in the form of cash or U.S.
government obligations, with the Fund on a daily mark-to-market basis in an
amount at least equal to 100% of the value of the loaned securities. The Fund
will continue to receive dividends or interest on the loaned securities and may
terminate such loans at any time or reacquire such securities in time to vote on
any matter which the Board of Trustees determines to be serious. With respect to
loans of securities, there is the risk that the borrower may fail to return the
loaned securities or that the borrower may not be able to provide additional
collateral. No loan of securities will be made if, as a result, the aggregate
amount of such loans would exceed 5% of the value of the Fund's net assets.
INVESTMENT LIMITATIONS
Fundamental. The investment limitations described below have been
adopted by the Trust with respect to each Fund and are fundamental
("Fundamental"), i.e., they may not be changed without the affirmative vote of a
majority of the outstanding shares of the applicable Fund. As used in the
Prospectus and this Statement of Additional Information, the term "majority" of
the outstanding shares of the Trust (or of any series) means the lesser of (1)
67% or more of the outstanding shares of the Trust (or the applicable series)
present at a meeting, if the holders of more than 50% of the outstanding shares
of the Trust (or applicable series) are present or represented at such meeting;
or (2) more than 50% of the outstanding shares of the Trust (or the applicable
series). Other investment practices which may be changed by the Board of
Trustees without the approval of shareholders to the extent permitted by
applicable law, regulation or regulatory policy are considered non-fundamental
("Non-Fundamental").
1. Borrowing Money. The Funds will not borrow money, except (a) from a
bank, provided that immediately after such borrowing there is an asset coverage
of 300% for all borrowings of the Fund; or (b) from a bank or other persons for
temporary purposes only, provided that such temporary borrowings are in an
amount not exceeding 5% of the Fund's total assets at the time when the
borrowing is made. This limitation does not preclude a Fund from entering into
reverse repurchase transactions, provided that the Fund has an asset coverage of
300% for all borrowings and repurchase commitments of the Fund pursuant to
reverse repurchase transactions.
2. Senior Securities. The Funds will not issue senior securities. This
limitation is not applicable to activities that may be deemed to involve the
issuance or sale of a senior security by the Fund, provided that the Fund's
engagement in such activities is (a) consistent with or permitted by the
Investment Company Act of 1940, as amended, the rules and regulations
promulgated thereunder or interpretations of the Securities and Exchange
Commission or its staff and (b) as described in the Prospectus and this
Statement of Additional Information.
3. Underwriting. The Funds will not act as underwriter of securities
issued by other persons. This limitation is not applicable to the extent that,
in connection with the disposition of portfolio securities (including restricted
securities), the Fund may be deemed an underwriter under certain federal
securities laws.
4. Real Estate. The Funds will not purchase or sell real estate. This
limitation is not applicable to investments in marketable securities which are
secured by or represent interests in real estate. This limitation does not
preclude the Fund from investing in mortgage-backed securities or investing in
companies engaged in the real estate business.
5. Commodities. The Funds will not purchase or sell commodities unless
acquired as a result of ownership of securities or other investments. This
limitation does not preclude the Fund from purchasing or selling options or
futures contracts or from investing in securities or other instruments backed by
commodities.
6. Loans. The Funds will not make loans to other persons, except (a) by
loaning portfolio securities, (b) by engaging in repurchase agreements, or (c)
by purchasing nonpublicly offered debt securities. For purposes of this
limitation, the term "loans" shall not include the purchase of a portion of an
issue of publicly distributed bonds, debentures or other securities.
7. Concentration. A Fund will not invest 25% or more of its total
assets in a particular industry. This limitation is not applicable to
investments in obligations issued or guaranteed by the U.S. government, its
agencies and instrumentalities or repurchase agreements with respect thereto.
-6-
<PAGE> 29
With respect to the percentages adopted by the Trust as maximum
limitations on its investment policies and limitations, an excess above the
fixed percentage will not be a violation of the policy or limitation unless the
excess results immediately and directly from the acquisition of any security or
the action taken. This paragraph does not apply to the borrowing policy set
forth in paragraph 1 above.
Notwithstanding any of the foregoing limitations, any investment
company, whether organized as a trust, association or corporation, or a personal
holding company, may be merged or consolidated with or acquired by the Trust,
provided that if such merger, consolidation or acquisition results in an
investment in the securities of any issuer prohibited by said paragraphs, the
Trust shall, within ninety days after the consummation of such merger,
consolidation or acquisition, dispose of all of the securities of such issuer so
acquired or such portion thereof as shall bring the total investment therein
within the limitations imposed by said paragraphs above as of the date of
consummation.
Non-Fundamental. The following limitations have been adopted by the
Trust with respect to each Fund and are Non-Fundamental.
I. Pledging. The Funds will not mortgage, pledge, hypothecate or in any
manner transfer, as security for indebtedness, any assets of the Fund except as
may be necessary in connection with borrowings described in limitation (1)
above. Margin deposits, security interests, liens and collateral arrangements
with respect to transactions involving options, futures contracts, short sales
and other permitted investments and techniques are not deemed to be a mortgage,
pledge or hypothecation of assets for purposes of this limitation.
ii. Borrowing. The Funds will not purchase any security while
borrowings (including reverse repurchase agreements) representing more than 5%
of its total assets are outstanding.
iii. Margin Purchases. The Funds will not purchase securities or
evidences of interest thereon on "margin." This limitation is not applicable to
short term credit obtained by the Fund for the clearance of purchases and sales
or redemption of securities, or to arrangements with respect to transactions
involving options, futures contracts, short sales and other permitted
investments and techniques.
iv. Short Sales. The Funds will not effect short sales of securities
unless it owns or has the right to obtain securities equivalent in kind and
amount to the securities sold short.
v. Options. The Funds will not purchase or sell puts, calls, options or
straddles except as described in the Prospectus and this Statement of Additional
Information.
vi. Illiquid Investments. A Fund will not invest more than 15% of its
net assets in securities for which there are legal or contractual restrictions
on resale and other illiquid securities.
STATE RESTRICTIONS
To comply with the current blue sky regulations of the State of Ohio,
each Fund presently intends to observe the following restrictions, which may be
changed by the Board of Trustees without shareholder approval. Each Fund will
not purchase or retain securities of any issuer if the Trustees and officers of
the Trust or of the Adviser, who individually own beneficially more than 0.5% of
the outstanding securities of such issuer, together own beneficially more than
5% of such securities. Each Fund will not purchase securities issued by other
investment companies except by purchase in the open market where no commission
or profit to a sponsor or dealer results from such purchase other than customary
broker's commission or except when such purchase is part of a plan of merger,
consolidation, reorganization or acquisition. Each Fund will not borrow (other
than by entering into reverse repurchase agreements), pledge, mortgage or
hypothecate more than one-third of its total assets. In addition, each Fund will
engage in borrowing (other than reverse repurchase agreements) only for
emergency or extraordinary purposes and not for leverage. Each Fund will not
invest more than 15% of its total assets in securities of issuers which,
together with any predecessors, have a record of less than three years
continuous operation or securities of issuers which are restricted as to
disposition. Each Fund will not purchase the securities of any issuer if such
purchase at the time thereof would cause more than 10% of the voting securities
of any issuer to be held by the Fund.
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<PAGE> 30
TRUSTEES AND OFFICERS
The Trustees and executive officers of the Trust and their principal
occupations during the last five years are set forth below. Each Trustee who is
an "interested person" of the Trust, as defined in the Investment Company Act of
1940, is indicated by an asterisk.
<TABLE>
<CAPTION>
NAME (AGE) POSITIONS HELD PRINCIPAL OCCUPATIONS
- ---------- -------------- ---------------------
<S> <C> <C>
Timothy E. Johnson (54)* President and Trustee President and a Director of Johnson Investment
5556 Cheviot Road Counsel, Inc., the Trust's Adviser and
Cincinnati, Ohio 45247 Professor of Finance at the University of
Cincinnati.
President and Director of Johnson Financial, Inc. (a)
John W. Craig (63) Trustee Retired director of Corporate Affairs at
5813 Twin Oak Drive R.A. Jones & Co., Inc. a manufacturing and
Cincinnati, Ohio 45224 packaging company, and the Chairman and Chief
Executive Officer of CP&I, Inc.
Ronald H. McSwain (54) Trustee President of McSwain Carpets, Inc. and a
4730 Glendale-Milford Road partner of P&R Realty, a real estate
Cincinnati, Ohio 45242 development partnership.
Kenneth S. Shull (67) Trustee Retired plant engineer at The Procter &
2145 Bluebell Drive Gamble Company.
Cincinnati, Ohio 45224
Dale H. Coates (38) Vice President Portfolio Manager of the Trust's Adviser.
5556 Cheviot Road
Cincinnati, Ohio 45247
Richard T. Miller (51) Vice President Portfolio Manager of the Trust's Adviser.
5556 Cheviot Road
Cincinnati, Ohio 45247
Dianna J. Rosenberger (32) Chief Financial Officer Portfolio Manager of the Trust's Adviser.
5556 Cheviot Road and Treasurer Chief Operating Officer of Johnson Financial, Inc. (a)
Cincinnati, Ohio 45247
David C. Tedford (43) Secretary Office Administrator of the Trust's Adviser.
5556 Cheviot Road
Cincinnati, Ohio 45247
</TABLE>
(a) Johnson Financial, Inc. is a wholly owned subsidiary of Johnson Investment
Counsel, Inc., the Adviser.
-8-
<PAGE> 31
The compensation paid to the Trustees of the Trust for the year ended
December 31, 1996 is set forth in the following table:
<TABLE>
<CAPTION>
TOTAL COMPENSATION
FROM TRUST (THE TRUST IS
NAME NOT IN A FUND COMPLEX) (1)
------------------------- ----------------------------
<S> <C>
Timothy E. Johnson $ 0
John W. Craig $3,000
Ronald H. McSwain $3,000
Kenneth S. Shull; $3,000
</TABLE>
(1) Trustee fees are Trust expenses. However, because the management
agreement obligates the Adviser to pay all of the operating expenses of
the Trust (with limited exceptions), the Adviser makes the actual
payment.
As of March 31, 1997, 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 -- 9.68%;
Johnson Investment Counsel, Inc. Employee Profit Sharing Plan -- 9.54%;
The Covenant Foundation, 5807 McCray Court, Cincinnati, Ohio 45224 -- 9.30%.
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 -- 75.53%;
Timothy and Janet Johnson, jointly, 5556 Cheviot Road, Cincinnati, Ohio 45247
- -- 6.17%.
Fixed Income Fund:
- ------------------
Client accounts held at Johnson Investment Counsel, Inc., with full advisory
discretion -- 17.05%;
The Covenant Foundation -- 12.51%;
Johnson Investment Counsel, Inc. Employee Profit Sharing Plan -- 8.96%.
Municipal Income Fund:
- ----------------------
Timothy Johnson and Janet Johnson, jointly -- 35.13%;
Client accounts held at Johnson Investment Counsel, Inc., with full advisory
discretion -- 33.81%;
The Bahr Family Trust, 6019 Gothic Place, Dayton, Ohio 45459 -- 9.16%;
Marie Elizabeth Besse, 3727 Boomer Road, Cincinnati, Ohio 45247 -- 5.41%.
As a result of the above described beneficial ownership, Johnson
Investment Counsel, Inc., Johnson Investment Counsel, Inc. Profit Sharing Plan,
discretionary accounts of Johnson Investment Counsel, Inc., and other accounts
which its officers and/or employees may control, may have the power to vote more
than twenty-five percent (25%) of the shares of the Growth Fund, the Opportunity
Fund, the Fixed Income Fund and the Municipal Income Fund, and may be deemed to
control those Funds. In addition, Timothy and Janet Johnson have the power to
vote more than twenty-five percent (25%) of the shares of the Municipal Income
Fund and may be deemed to control that Fund.
In addition to the applicable beneficial ownership described above, the
officers and Trustees as a group beneficially owned as of March 31, 1997, the
following percent of the outstanding shares of each of the Funds:
Growth Fund: 5.74% Opportunity Fund: 4.74%
Fixed Income Fund: 1.14% Municipal Income Fund: 0.0%
-9-
<PAGE> 32
THE INVESTMENT ADVISER
The Trust's investment adviser is Johnson Investment Counsel, Inc.,
5556 Cheviot Road, Cincinnati, Ohio 45247. Timothy E. Johnson may be deemed to
be a controlling person and an affiliate of the Adviser due to his ownership of
its shares and his position as the President and a director of the Adviser. Mr.
Johnson, because of such affiliation, may receive benefits from the management
fees paid to the Adviser.
Under the terms of the Management Agreement, the Adviser manages the
Funds' investments subject to approval of the Board of Trustees and pays all of
the expenses of the Funds except brokerage, taxes, interest and extraordinary
expenses. As compensation for its management services and agreement to pay the
Funds' expenses, the Funds are obligated to pay the Adviser a fee computed and
accrued daily and paid monthly at an annual rate of 1.30% of the average daily
net assets of each of the Growth Fund and the Opportunity Fund, 1.15% of the
average daily net assets of each of the Fixed Income Fund and the Municipal
Income Fund. However, the Adviser has committed to limit its fee to 1.00% of
such assets for the Growth Fund and Opportunity Fund, 0.85% of such assets for
the Fixed Income Fund and 0.75% of such assets for the Municipal Income Fund.
The Adviser intends that these fee limitations will be permanent, although the
Adviser reserves the right to remove them at any time after December 31, 1997.
For the fiscal years indicated below, the following advisory fees were
paid, and the following voluntary fee waivers were implemented.
Advisory Fees Paid:
<TABLE>
<CAPTION>
1996 1995 1994*
---- ---- -----
<S> <C> <C> <C>
Growth Fund $189,616 $123,983 $ 83,474
Fixed Income Fund $134,800 $127,084 $100,011
Opportunity Fund $193,372 $106,227 $ 19,142
Municipal Income Fund $ 18,132 $ 13,328 $ 83
<CAPTION>
Voluntary Fee Reductions that otherwise would have been payable to the Adviser
by the Funds respectively:
1996 1995 1994*
---- ---- -----
<S> <C> <C> <C>
Growth Fund $56,885 $37,195 $25,042
Fixed Income Fund $47,576 $44,853 $35,298
Opportunity Fund $58,012 $31,868 $ 5,743
Municipal Income Fund $ 9,670 $ 8,892 $ 8,736
</TABLE>
* The Opportunity Fund and the Municipal Income Fund date of inception was May
16, 1994, thus fees indicated are total fees incurred or voluntarily reduced for
the year, but only for a partial year from May 16, 1994 through December 31,
1994.
The Adviser retains the right to use the name "Johnson" in connection
with another investment company or business enterprise with which the Adviser is
or may become associated. The Trust's right to use the name "Johnson"
automatically ceases thirty days after termination of the Management Agreement
and may be withdrawn by the Adviser on thirty days written notice.
The Adviser may make payments to banks or other financial institutions
that provide shareholder services and administer shareholder accounts. The
Glass-Steagall Act prohibits banks from engaging in the business of
underwriting, selling or distributing securities. Although the scope of this
prohibition under the Glass-Steagall Act has not been clearly defined by the
courts or appropriate regulatory agencies, management of the Funds believes that
the Glass-Steagall Act should not preclude a bank from providing such services.
However, state securities laws on this issue may differ from the interpretations
of federal law expressed herein and banks and financial institutions may be
required to register as dealers pursuant to state law. If a bank were prohibited
from continuing to perform all or a part of such services, management of the
Funds believes that there would be no material impact on the Funds or their
shareholders. Banks may charge their customers fees for offering these services
to the extent permitted by applicable regulatory authorities, and the overall
return to those shareholders availing themselves of the bank services will be
lower than to those shareholders who do not. The Funds may
-10-
<PAGE> 33
from time to time purchase securities issued by banks which provide such
services; however, in selecting investments for the Funds, no preference will be
shown for such securities.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to policies established by the Board of Trustees of the Trust,
the Adviser is responsible for the Trust's portfolio decisions and the placing
of the Trust's portfolio transactions. In placing portfolio transactions, the
Adviser seeks the best qualitative execution for the Trust, taking into account
such factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer. The Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received.
The Adviser is specifically authorized to select brokers or dealers who
also provide brokerage and research services to the Trust and/or the other
accounts over which the Adviser exercises investment discretion and to pay such
brokers or dealers a commission in excess of the commission another broker or
dealer would charge if the Adviser determines in good faith that the commission
is reasonable in relation to the value of the brokerage and research services
provided. The determination may be viewed in terms of a particular transaction
or the Adviser's overall responsibilities with respect to the Trust and to other
accounts over which it exercises investment discretion.
Research services include supplemental research, securities and
economic analyses, statistical services and information with respect to the
availability of securities or purchasers or sellers of securities and analyses
of reports concerning performance of accounts. The research services and other
information furnished by brokers through whom the Trust effects securities
transactions may also be used by the Adviser in servicing all of its accounts.
Similarly, research and information provided by brokers or dealers serving other
clients may be useful to the Adviser in connection with its services to the
Trust. Although research services and other information are useful to the Trust
and the Adviser, it is not possible to place a dollar value on the research and
other information received. It is the opinion of the Board of Trustees and the
Adviser that the review and study of the research and other information will not
reduce the overall cost to the Adviser of performing its duties to the Trust
under the Management Agreement. For the twelve months ended December 31, 1996,
due in part to research services provided by brokers, the Growth Fund directed
to brokers $12,738,818 of brokerage transactions (on which the commissions were
$26,430), and the Opportunity Fund directed to brokers $14,178,777 of brokerage
transactions (on which the commissions were $36,852).
Over-the-counter transactions will be placed either directly with
principal market makers or with broker-dealers, if the same or a better price,
including commissions and executions, is available. Fixed income securities are
normally purchased directly from the issuer, an underwriter or a market maker.
Purchases include a concession paid by the issuer to the underwriter and the
purchase price paid to market makers may include the spread between the bid and
asked prices.
To the extent that the Trust and another of the Adviser's clients seek
to acquire the same security at about the same time, the Trust may not be able
to acquire as large a position in such security as it desires or it may have to
pay a higher price for the security. Similarly, the Trust may not be able to
obtain as large an execution of an order to sell or as high a price for any
particular portfolio security if the other client desires to sell the same
portfolio security at the same time. On the other hand, if the same securities
are bought or sold at the same time by more than one client, the resulting
participation in volume transactions could produce better executions for the
Trust. In the event that more than one client wants to purchase or sell the same
security on a given date, the purchases and sales will normally be allocated
using the following rules: (1) All client accounts would have their entire order
filled or receive no shares at all, unless the account's purchase would exceed
$50,000. In that case, filling part of the order for that account would be
acceptable. (2) The orders would be filled beginning with the account least
invested in that security type, relative to its goal, and proceed through the
list with the last order filled for the account most invested in that security
type, relative to its goal. Based on rule 1, some accounts may be skipped to
meet the exact number of shares purchased. For the sale of a security, the
orders would be filled beginning with the most fully invested account moving to
the least fully invested.
-11-
<PAGE> 34
For the fiscal years ended indicated below, the following brokerage
commissions were paid by the Funds:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Growth Fund $26,430 $35,424 $20,503
Opportunity Fund $36,852 $50,549 $29,137
Fixed Income Fund none none none
Municipal Income Fund none none none
</TABLE>
DETERMINATION OF SHARE PRICE
The prices (net asset values) of the shares of each Fund are determined
as of the close of trading of the New York Stock Exchange (4:00 P.M., Eastern
time) on each day the Trust is open for business and on any other day on which
there is sufficient trading in the Fund's securities to materially affect the
net asset value. The Trust is open for business on every day except Saturdays,
Sundays and the following holidays: New Year's Day, President's Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.
For a description of the methods used to determine the net asset value (share
price), see "Share Price Calculation" in the Prospectus.
INVESTMENT PERFORMANCE
"Average annual total return," as defined by the Securities and
Exchange Commission, is computed by finding the average annual compounded rates
of return (over the one and five year periods and the period from initial public
offering through the end of a Fund's most recent fiscal year) that would equate
the initial amount invested to the ending redeemable value, according to the
following formula:
<TABLE>
<CAPTION>
n
P(1+T) =ERV
<S> <C> <C> <C>
Where: P = a hypothetical $1,000 initial investment
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the
applicable period of the hypothetical $1,000
investment made at the beginning of the
applicable period.
</TABLE>
The computation assumes that all dividends and distributions are reinvested at
the net asset value on the reinvestment dates and that a complete redemption
occurs at the end of the applicable period.
A Fund's investment performance will vary depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment companies or
investment vehicles. The risks associated with the Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue.
From time to time, in advertisements, sales literature and information
furnished to present or prospective shareholders, the performance of the Funds
may be compared to indices of broad groups of unmanaged securities considered to
be representative of or similar to the portfolio holdings of the appropriate
Fund or considered to be representative of the stock market in general or the
fixed income securities market in general. The Growth Fund will use the Standard
& Poor's 500 Stock Index and the Dow Jones Industrial Average. The Opportunity
Fund will use the Standard & Poor's MidCap 400 Index, which is a
capitalization-weighed index that measures the performance of the mid-range of
the medium-sized U.S. companies market. The median market capitalization of the
companies in the Index is approximately $700 million. The Index was developed
with a base level of 100 as of December 31, 1990. The Index contains companies
chosen by committee at Standard & Poor's for their size and industry
characteristics. None of the companies in the S&P MidCap 400 Index are included
in the S&P 500 Stock Index. However, some of the companies in the S&P MidCap 400
Index are larger than some in the S&P 500 Stock Index, which is a function of
the normal drift that takes place in any index as the stock prices of some
companies appreciate while the stock prices of others depreciate.
-12-
<PAGE> 35
The Fixed Income Fund will use the Lehman Intermediate Government/Corporate Bond
Index. The Lehman Intermediate Government/Corporate Bond Index measures the
price, income and total return of a group of fixed income securities maturing in
one to ten years. It contains all public obligations of the U.S. Treasury
(excluding flower bonds and foreign-targeted issues), all publicly traded debt
of agencies of the U.S. Government, quasi-federal corporations and corporate
debt guaranteed by the U.S. Government, and all public, fixed rate,
non-convertible, investment grade, domestic corporate debt. The Index does not
include mortgage-backed securities or collateralized mortgage obligations. The
Municipal Income Fund will use the Lehman 5 Year General Obligation Index. The
Lehman 5 Year General Obligation Index measures price, income and total return
on state and local general obligation bonds maturing in four to six years. It
contains all general obligations within this maturity range that were part of an
issue with a credit rating of Baa or higher, original issue size of at least $50
million, and has at least $3 million of the issue still outstanding. The Index
does not contain bonds subject to an alternative minimum tax or bonds with
floating or zero coupons. The investment performance figures for the Funds and
the indices will include reinvestment of dividends and capital gains
distributions.
In addition, the performance of the Funds may be compared to other
groups of mutual funds tracked by any widely used independent research firm
which ranks mutual funds by overall performance, investment objectives and
assets, such as Lipper Analytical Services, Inc. or Morningstar, Inc. The
objectives, policies, limitations and expenses of other mutual funds in a group
may not be the same as those of the applicable Fund. Performance rankings and
ratings reported periodically in national financial publications such as
Barron's may also be used.
<TABLE>
<CAPTION>
Total Return Average Annual Average Annual
One Year Period Total Return Total Return
Ending 12/31/96 1/4/93 - 12/31/96 5/16/94 - 12/31/96
--------------- ----------------- ------------------
<S> <C> <C> <C>
Growth Fund 16.85% 11.78% not applicable
Fixed Income Fund 3.11% 5.97% not applicable
Municipal Income Fund 3.43% not applicable 5.68%
Opportunity Fund 23.10% not applicable 20.16%
</TABLE>
CUSTODIAN
The Provident Bank, One East Fourth Street, Cincinnati, Ohio is the
current custodian of the Funds' investments. The Custodian acts as each Fund's
depository, holds its portfolio securities in safekeeping, collects all income
and other payments with respect thereto, disburses funds at the Fund's request
and maintains records in connection with its duties.
TRANSFER AGENT
Johnson Financial, Inc. 5556 Cheviot Road, Cincinnati, Ohio acts as each Fund's
transfer agent and, in such capacity, maintains the records of each
shareholder's account, answers shareholders' inquiries concerning their
accounts, processes purchases and redemptions of the Fund's shares, acts as
dividend and distribution disbursing agent and performs other accounting and
shareholder service functions.
ACCOUNTANTS
The firm of McCurdy & Associates CPA's, Inc. of Westlake, Ohio has been
selected as independent public accountants for the Trust for the fiscal year
ending December 31, 1997.
FINANCIAL STATEMENTS
The financial statements and independent auditor's report required to
be included in this Statement of Additional Information are incorporated herein
by reference to the Trust's Annual Report to Shareholders for the period ended
December 31, 1996. The Funds will provide the Annual Report without charge at
written request or request by telephone.
-13-
<PAGE> 36
JOHNSON MUTUAL FUNDS TRUST
PART C. OTHER INFORMATION
(a) Financial Statements
Included in Part A:
Financial Highlights for Growth Fund, Opportunity Fund, Fixed
Income Fund and Municipal Income Fund.
Included in Part B: The following documents are incorporated by
reference to the Johnson Mutual Funds Trust 1996 Annual Report
to Shareholders:
Report of Independent Public Accountant.
Schedule of Investments, December 31, 1996.
Statement of Assets and Liabilities, December 31, 1996.
Statement of Operations for year ended December 31, 1996.
Statement of Changes in Net Assets for the years ended
December 31, 1996, 1995. Financial Highlights for the
years ended December 31, 1996, 1995, 1994 and 1993 for
the Growth Fund and the Fixed Income Fund. Financial
Highlights for the year ended December 31, 1996, 1995
and the period from May 16, 1994 through December 31,
1994 for the Opportunity Fund and the Municipal Income
Fund. Notes to Financial Statements, December 31, 1996.
(b) Exhibits
(1) (i) Copy of Registrant's Declaration of Trust, which
was filed as an Exhibit to Registrant's
Registration Statement, is hereby incorporated by
reference.
(ii) Copy of Amendment No. 1 to Registrant's
Declaration of Trust, which was filed as an
Exhibit to Registrant's Post-Effective Amendment
No. 3, is hereby incorporated by reference.
(2) Copy of Registrant's By-Laws, which was filed as an
Exhibit to Registrant's Registration Statement, is
hereby incorporated by reference.
(3) Voting Trust Agreements - None.
(4) (i) Specimen of Share Certificate for Johnson Fixed
Income Fund, which was filed as an Exhibit to
Registrant's Pre-Effective Amendment No. 1, is
hereby incorporated by reference.
(ii) Specimen of Share Certificate for Johnson Growth
Fund, which was filed as an Exhibit to
Registrant's Pre-Effective Amendment No. 1, is
hereby incorporated by reference.
(iii) Specimen of Share Certificate for Johnson
Opportunity Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 3, is
hereby incorporated by reference.
(iv) Specimen of Share Certificate for Johnson
Municipal Income Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment
No. 3, is hereby incorporated by reference.
<PAGE> 37
(5) (i) Copy of Registrant's Management Agreement with its
Adviser, Johnson Investment Counsel, Inc., for the
Johnson Growth Fund and Johnson Fixed Income Fund,
which was filed as an Exhibit to Registrant's
Pre-Effective Amendment No. 1, is hereby
incorporated by reference.
(ii) Copy of Registrant's Management Agreement with its
Adviser, Johnson Investment Counsel, Inc., for the
Johnson Opportunity Fund and Johnson Municipal
Income Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 5, is
hereby incorporated by reference.
(6) Underwriting or Distribution Contracts and Agreements
with Principal Underwriters and Dealers - None.
(7) Bonus, Profit Sharing, Pension or Similar Contracts for
the benefit of Directors or Officers - None.
(8) (i) Copy of Registrant's Agreement with the Custodian,
The Provident Bank, which was filed as an Exhibit
to Registrant's Pre-Effective Amendment No. 1, is
hereby incorporated by reference.
(ii) Amended Schedule of Custodian Fees is filed
herewith.
(9) None.
(10) Opinion and Consent of Brown, Cummins & Brown Co.,
L.P.A. is filed herewith.
(11) Consent of McCurdy & Associates, CPA's, Inc. is filed
herewith.
(12) Financial Statements Omitted from Item 23 - None.
(13) (i) Copy of Letter of Initial Stockholder for the
Growth Fund and the Fixed Income Fund, which was
filed as an Exhibit to Registrant's Pre-Effective
Amendment No. 1, is hereby incorporated by
reference.
(ii) Copy of Letter of Initial Stockholder for the
Opportunity Fund and the Municipal Income Fund,
which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 4, is hereby
incorporated by reference.
(14) (i) Model Plan used in establishment of an IRA, which
was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 3, is hereby
incorporated by reference.
(ii) Model Plan used in establishment of a Simplified
Employee Pension (SEP) Plan, which was filed as an
Exhibit to Registrant's Post-Effective Amendment
No. 3, is hereby incorporated by reference.
(15) 12b-1 Distribution Expense Plan - None.
(16) Schedule for Computation of Each Performance Quotation,
which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 3, is hereby incorporated
by reference.
<PAGE> 38
(17) Financial Data Schedule - None.
(18) Rule 18f-3 Plan - None.
(19) (i) Power of Attorney for Registrant and Certificate
with respect thereto are filed herewith.
(ii) Powers of Attorney for Trustees and Officers of
Registrant are filed herewith.
Item 25. Persons Controlled by or Under Common Control with the Registrant
As of March 31, 1997, Johnson Investment Counsel, Inc., an Ohio
corporation, the Johnson Investment Counsel, Inc. Profit Sharing Plan,
discretionary accounts of Johnson Investment Counsel, Inc., and other
accounts which its officers and/or employees may control, may be deemed
to control the Growth Fund, the Opportunity Fund, the Fixed Income Fund
and the Municipal Income Fund as a result of their beneficial ownership
of those Funds; Timothy E. and Janet L. Johnson jointly may be deemed
to control the Municipal Income Fund as a result of their beneficial
ownership of that Fund.
A new entity, Johnson Financial, Inc., is a wholly owned subsidiary of
Johnson Investment Counsel, Inc., and therefore may be deemed to be
under common control with the Registrant.
Item 26. Number of Holders of Securities (as of March 31, 1997)
<TABLE>
<CAPTION>
Title of Class Number of Record Holders
-------------- ------------------------
<S> <C>
Johnson Growth Fund 551
Johnson Opportunity Fund 241
Johnson Fixed Income Fund 298
Johnson Municipal Income Fund 24
</TABLE>
Item 27. Indemnification
(a) Article VI of the Registrant's Declaration of Trust provides
for indemnification of Officers and Trustees as follows:
Section 6.4 Indemnification of Trustees, Officers,
etc. Subject to an except as otherwise provided in the
Securities Act of 1933, as amended, and the 1940 Act, the
Trust shall indemnify each of its Trustees and Officers
(including persons who serve at the Trust's request as
directors, officers or trustees of another organization in
which the Trust has any interest as a shareholder, creditor or
otherwise (hereinafter referred to as a "Covered Person")
against all liabilities, including but not limited to amounts
paid in satisfaction of judgments, in compromise or as fines
and penalties, and expenses, including reasonable accountants'
and counsel fees, incurred by any Covered Person in connection
with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered
Person may be or may have been involved as a party or
otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being
or having been such a Trustee or Officer, director or trustee,
and except that no Covered Person shall be indemnified against
any liability to the Trust or its Shareholders to which such
Covered Person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of such Covered Person's
office.
<PAGE> 39
Section 6.5 Advances of Expenses. The Trust shall
advance attorneys' fees or other expenses incurred by a
Covered Person in defending a proceeding to the full extent
permitted by the Securities Act of 1933, as amended, the 1940
Act, and Ohio Revised Code Chapter 1707, as amended. In the
event any of these laws conflict with Ohio Revised Code
Section 1701.13(E), as amended, these laws, and not Ohio
Revised Code Section 1701.13(E), shall govern.
Section 6.6 Indemnification Not Exclusive, etc. The
right of indemnification provided by this Article VI shall not
be exclusive of or affect any other rights to which any such
Covered Person may be entitled. As used in this Article VI,
"Covered Person" shall include such person's heirs, executors
and administrators. Nothing contained in this article shall
affect any rights to indemnification to which personnel of the
Trust, other than Trustees and Officers, and other persons may
be entitled by contract or otherwise under law, nor the power
of the Trust to purchase and maintain liability insurance on
behalf of any such person.
The registrant may not pay for insurance which
protects the Trustees and Officers against liabilities rising
from action involving willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of their offices.
(b) The Registrant maintains a standard mutual fund investment
advisory professional and directors and officers liability
policy. The policy provides coverage to the Registrant, its
Trustees and Officers, and its Adviser, among others. Coverage
under the policy includes losses by reason of any act, error,
omission, misstatement, misleading statement, neglect or
breach of duty.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Trustees, Officers
and controlling persons of the Registrant pursuant to the
provisions of Ohio law and the Agreement and Declaration of
the Registrant or the By-Laws of the Registrant, or otherwise,
the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
Trustee, Officer or controlling person in connection with the
securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser
(A) Johnson Investment Counsel, Inc. (the "Adviser") is a
registered investment adviser. It has engaged in no other
business during the past two fiscal years.
(B) The following list sets forth the business and other
connections of the Directors and Officers of Johnson
Investment Counsel, Inc. during the past two years.
(1) Timothy E. Johnson
(a) President and a Director of Johnson
Investment Counsel, Inc., 5556 Cheviot Road,
Cincinnati, Ohio 45247.
(b) President and a Trustee of Johnson Mutual
Funds Trust, 5556
<PAGE> 40
Cheviot Road, Cincinnati, Ohio 45247.
(c) President of Johnson Financial, Inc.,
5556 Cheviot Road, Cincinnati, Ohio
45247.
(2) Janet L. Johnson -
(a) Vice President, Secretary and Director of
Johnson Investment Counsel, Inc., 5556
Cheviot Road, Cincinnati, Ohio 45247.
(b) Vice President, Secretary and Director of
Johnson Financial, Inc., 5556 Cheviot Road,
Cincinnati, Ohio 45247.
(3) Dianna J. Rosenberger - Chief Operating Officer of
Johnson Financial, Inc. 5556 Cheviot Road,
Cincinnati, Ohio 45247
Item 29. Principal Underwriters - None.
Item 30. Location of Accounts and Records
Accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules
promulgated thereunder will be maintained by the Registrant and
Transfer Agent at 5556 Cheviot Road, Cincinnati, Ohio 45247, or by The
Provident Bank, the Registrant's custodian at One East Fourth Street,
Cincinnati, Ohio 45202.
Item 31. Management Services Not Discussed in Parts A or B - None.
Item 32. Undertakings
(a) Not Applicable.
(b) Not Applicable.
(c) The Registrant hereby undertakes to furnish each person to
whom a prospectus is delivered with a copy of the Registrant's
latest annual report to shareholders, upon request and without
charge.
<PAGE> 41
POST EFFECTIVE AMENDMENT CERTIFICATION OF EFFECTIVENESS
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Cincinnati, State of
Ohio, on the 22nd day of April, 1997.
JOHNSON MUTUAL FUNDS TRUST
By: /s/ Timothy E. Johnson
-----------------------------
TIMOTHY E. JOHNSON
President
By: /s/ Dianna J. Rosenberger
-----------------------------
DIANNA J. ROSENBERGER
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
RONALD H. McSWAIN TRUSTEE )
) By: /s/ Timothy E. Johnson
) -----------------------------
) TIMOTHY E. JOHNSON
) Attorney-In-Fact
)
KENNETH S. SHULL TRUSTEE ) April 22, 1997
)
)
)
)
JOHN W. CRAIG TRUSTEE )
/s/ Timothy E. Johnson
- -----------------------------
TIMOTHY E JOHNSON
Trustee and President
/s/ Dianna J. Rosenberger
- -----------------------------
DIANNA J. ROSENBERGER
Treasurer and Chief Financial Officer
<PAGE> 42
POST EFFECTIVE AMENDMENT NUMBER 7
EXHIBIT INDEX
1. Custodian, Amended Schedule A ................................ EX-99.B8
2. Opinion of Brown, Cummins & Brown Co., L.P.A .................. EX-99.B10
3. Consent of McCurdy & Associates C.P.A.s Inc. .................. EX-99.B11
4. Power of Attorney for Registrant and Certificate .............. EX-99.POA
5. Powers of Attorney for Trustees and Officers of Registrant .... EX-99.POA
<PAGE> 1
THE PROVIDENT BANK
CAPITAL MANAGEMENT GROUP
CUSTODY SERVICES
SCHEDULE OF CHARGES
JOHNSON MUTUAL FUNDS TRUST
I. Market Value Fees
An annual market value fee will be changed based upon the combined net assets of
all four funds. The annual market value fee will be charged monthly according to
the following schedule:
<TABLE>
<S> <C>
First $100 million 1.50 basis points
Next $100 million 1.00 basis points
Next $300 million 0.50 basis points
Over $500 million 0.25 basis points
Minimum annual Fee $2,400.00
</TABLE>
PLUS
II. Transaction Fees
A transaction fee will be charged for each free delivery, free receipt,
purchase, sale, maturity, tender, exchange, stock dividend, and bond call. The
transaction fees will be changed monthly according to the following schedule:
<TABLE>
<S> <C>
DTC and Federal Reserve $10.00
Book Entry System Settlements, Repurchase Agreements $40.00
New York Physical Settlements $40.00
Mutual Funds $24.00
Amortized Securities $25.00
Amortized Securities Paydown $ 8.00
Options/Futures $29.00
Wire Transfers $10.00
</TABLE>
III. 15% Discount
A fifteen percent discount will be applied to the above charges.
The above Schedule of charges will be in effect for the period beginning May 1,
1997 through April 30, 1999.
Accepted by:
/s/ Timothy E. Johnson 4/4/97
- ---------------------------------
Timothy E. Johnson date
/s/ Elizabeth A. Kenney 4/4/97
- ---------------------------------
Elizabeth A. Kenny date
<PAGE> 1
BROWN, CUMMINS AND BROWN CO., L.P.A.
ATTORNEYS AND COUNSELORS AT LAW
3500 CAREW TOWER, 441 VINE STREET
CINCINNATI OHIO 45202
TELEPHONE 513-381-2121
TELECOPIER 513-381-2125
April 29, 1997 OF COUNSEL
JW BROWN GILBERT
BETTMAN
JAMES R CUMMINS
ROBERT S BROWN
DONALD S MENDELSOHN
LYNNE SKILKEN
AMY G APPELLATE
KATHRYN KNUE PRZYWARA
MELANIE S. CORWIN
JOANN STRASSER
Johnson Mutual Funds Trust
5556 Cheviot Road
Cincinnati, Ohio 45247
Gentlemen:
This letter is in response to your request for our opinion in connection with
the filing of the Post-Effective Amendment No. 7 to the Registration Statement
of Johnson Mutual Funds Trust.
We have examined a copy of the Trust's Agreement and Declaration of Trust, the
Trust's By-Laws, the Trust's record of the various actions by the Trustees
thereof, and all such agreements, certificates of public officials, certificates
of officers and representatives of the Trust and others, and such other
documents, papers, statutes, and authorities as we deem necessary to form the
basis of the opinion hereinafter expressed. We have assumed the genuineness of
the signatures and the conformity to original documents of the copies of such
documents supplied to us as original or photostat copies.
Based upon the foregoing, we are of the opinion that the shares of each series
of the Trust, which are registered pursuant to the Amendment, if issued in
accordance with the Prospectus and Statement of Additional Information of the
Trust, will be legally issued, fully paid, and non-assessable.
Post-Effective Amendment No. 7 does not contain any disclosures which would
render it ineligible to become effective pursuant to Rule 485(b).
We herewith give you our permission to file this opinion with the Securities and
Exchange Commission as an exhibit to the Post-Effective Amendment No. 7 referred
to above.
Very truly yours,
/s/ Brown, Cummins, & Brown Co., LPA
------------------------------------
Brown, Cummins, & Brown Co., LPA
<PAGE> 1
McCurdy & Associates CPA's, Inc.
27955 Clemens Road
Westlake, Ohio 44145
Phone: (216) 835-8500
Fax: (216) 835-1093
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use in this
Post-Effective Amendment Number 7 of our report dated January 22, 1997 and to
all references to our firm included in or made a part of this Post-Effective
Amendment.
/s/ McCurdy & Associates, CPAs, Inc.
McCurdy & Associates CPA's, Inc.
Westlake, Ohio 44145
April 21, 1997
<PAGE> 1
POWER OF ATTORNEY
KNOWN ALL ME BY THESE PRESENTS:
WHEREAS, JOHNSON MUTUAL FUNDS TRUST, a business trust organized under the
laws of the State of Ohio (hereinafter referred to as the "Trust"), periodically
files amendments to its Registration Statement with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended; and
NOW, THEREFORE, the Trust hereby constitutes and appoints TIMOTHY E.
JOHNSON and DIANNA J. ROSENBERGER, and each of them, its attorneys for it and in
its name, place and stead, to execute and file such amendments, hereby giving
and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and
about the premises as fully to all intents and purposes as it might or could do
if personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the Trust has caused its name to be subscribed
hereunto by the President this 28th day of February, 1997.
ATTEST: JOHNSON MUTUAL FUNDS TRUST
/s/ David C. Tedford /s/ Timothy E. Johnson
- ----------------------------- -----------------------------
DAVID C. TEDFORD, Secretary TIMOTHY E. JOHNSON, President
STATE OF OHIO )
) ss:
COUNTY OF HAMILTON )
Before me, a Notary Public, in and for said county and state, personally
appeared TIMOTHY E. JOHNSON, President and DAVID C. TEDFORD, Secretary, who
represented that they are duly authorized in the premises, and who are known to
me to be the persons described in and who executed the foregoing instrument, and
they duly acknowledged to me that they executed and delivered the same for the
purposes therein expressed.
WITNESS my hand and official seal this 28th day of February, 1997.
/s/ Joann M. Strasser
-----------------------------
Notary Public
Notarial Seal State of Ohio
Joann M. Strasser, Attorney at Law
Notary Public, State of Ohio
My Commission Has no Expiration Date
Section 147.03
<PAGE> 2
CERTIFICATE
The undersigned, Secretary of JOHNSON MUTUAL FUNDS TRUST, hereby certifies
that the following resolution was duly adopted by a majority of the Board of
Trustees at the meeting held on February 28, 1997, and is in full force and
effect:
"WHEREAS, JOHNSON MUTUAL FUNDS TRUST, a business trust organized under the
laws of the State of Ohio (hereinafter referred to as the "Trust"),
periodically files amendments to its Registration Statement with the
Securities and Exchange Commission under the provisions of the Securities
Act of 1933 and the Investment Company Act of 1940, as amended;
NOW, THEREFORE, the Trust hereby constitutes and appoints TIMOTHY E.
JOHNSON and DIANNA J. ROSENBERGER, and each of them, its attorneys for it
and its name, place and stead, to execute and file such amendments, hereby
giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully to all intents and purposes as
he might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof."
Dated: February 28, 1997
/s/ David C. Tedford
-------------------------------
DAVID C. TEDFORD, Secretary
Johnson Mutual Funds Trust
<PAGE> 1
POWER OF ATTORNEY
KNOWN ALL ME BY THESE PRESENTS:
WHEREAS, JOHNSON MUTUAL FUNDS TRUST, a business trust organized under the
laws of the State of Ohio (hereinafter referred to as the "Trust"), periodically
files amendments to its Registration Statement with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended; and
WHEREAS, the undersigned is a Trustee and the President of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints DIANNA J.
ROSENBERGER, his attorney for him and in his name, place and stead, and in his
office and capacity in the Trust, to execute and file such amendments, hereby
giving and granting to said attorney full power and authority to do and perform
all and every act and thing whatsoever requisite an necessary to be done in and
about the premises as fully to all intents and purposes as he might or could do
if personally present at the doing thereof, hereby ratifying and confirming all
that said attorney may or shall lawfully do or cause to be done by virtue hereof
IN WITNESS WHEREOF, the Trust undersigned has hereunto set his hand this
28th day of February, 1997.
JOHNSON MUTUAL FUNDS TRUST
/s/ Timothy E. Johnson
-----------------------------------
TIMOTHY E. JOHNSON
Trustee and President
STATE OF OHIO )
) ss:
COUNTY OF HAMILTON )
Before me, a Notary Public, in and for said county and state, personally
appeared TIMOTHY E. JOHNSON, known to me to be the person described in and who
executed the foregoing instrument, and who duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 28th day of February, 1997.
/s/ Joann M. Strasser
-----------------------------------
Notary Public
Notarial Seal State of Ohio
Joann M. Strasser, Attorney at Law
Notary Public, State of Ohio
My Commission Has no Expiration Date
Section 147.03
<PAGE> 2
POWER OF ATTORNEY
KNOWN ALL ME BY THESE PRESENTS:
WHEREAS, JOHNSON MUTUAL FUNDS TRUST, a business trust organized under the
laws of the State of Ohio (hereinafter referred to as the "Trust"), periodically
files amendments to its Registration Statement with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended; and
WHEREAS, the undersigned is a Treasurer and Chief Financial Officer of the
Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints TIMOTHY E.
JOHNSON, her attorney for her and in her name, place and stead, and in her
office and capacity in the Trust, to execute and file such amendments, hereby
giving and granting to said attorney full power and authority to do and perform
all and every act and thing whatsoever requisite an necessary to be done in and
about the premises as fully to all intents and purposes as he might or could do
if personally present at the doing thereof, hereby ratifying and confirming all
that said attorney may or shall lawfully do or cause to be done by virtue hereof
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 28th
day of February, 1997.
JOHNSON MUTUAL FUNDS TRUST
/s/ Dianna J. Rosenberger
-----------------------------------
DIANNA J. ROSENBERGER
Treasurer and Chief Financial Officer
STATE OF OHIO )
) ss:
COUNTY OF HAMILTON )
Before me, a Notary Public, in and for said county and state, personally
appeared DIANNA J. ROSENBERGER, known to me to be the person described in and
who executed the foregoing instrument, and who duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 28th day of February, 1997.
/s/ Joann M. Strasser
-----------------------------------
Notary Public
Notarial Seal State of Ohio
Joann M. Strasser, Attorney at Law
Notary Public, State of Ohio
My Commission Has no Expiration Date
Section 147.03
<PAGE> 3
POWER OF ATTORNEY
KNOWN ALL ME BY THESE PRESENTS:
WHEREAS, JOHNSON MUTUAL FUNDS TRUST, a business trust organized under the
laws of the State of Ohio (hereinafter referred to as the "Trust"), periodically
files amendments to its Registration Statement with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints TIMOTHY E.
JOHNSON AND DIANNA J. ROSENBERGER, and each of them, his attorneys for him and
in his name, place and stead, and in his office and capacity in the Trust, to
execute and file such amendments, hereby giving and granting to said attorney
full power and authority to do and perform all and every act and thing
whatsoever requisite an necessary to be done in and about the premises as fully
to all intents and purposes as he might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorney may or
shall lawfully do or cause to be done by virtue hereof
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 28th
day of February, 1997.
JOHNSON MUTUAL FUNDS TRUST
/s/ John W. Craig
-----------------------------------
JOHN W. CRAIG, Trustee
STATE OF OHIO )
) ss:
COUNTY OF HAMILTON )
Before me, a Notary Public, in and for said county and state, personally
appeared JOHN W. CRAIG, known to me to be the person described in and who
executed the foregoing instrument, and who duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 28th day of February, 1997.
/s/ Joann M. Strasser
-----------------------------------
Notary Public
Notarial Seal State of Ohio
Joann M. Strasser, Attorney at Law
Notary Public, State of Ohio
My Commission Has no Expiration Date
Section 147.03
<PAGE> 4
POWER OF ATTORNEY
KNOWN ALL ME BY THESE PRESENTS:
WHEREAS, JOHNSON MUTUAL FUNDS TRUST, a business trust organized under the
laws of the State of Ohio (hereinafter referred to as the "Trust"), periodically
files amendments to its Registration Statement with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints TIMOTHY E.
JOHNSON AND DIANNA J. ROSENBERGER, and each of them, his attorneys for him and
in his name, place and stead, and in his office and capacity in the Trust, to
execute and file such amendments, hereby giving and granting to said attorney
full power and authority to do and perform all and every act and thing
whatsoever requisite an necessary to be done in and about the premises as fully
to all intents and purposes as he might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorney may or
shall lawfully do or cause to be done by virtue hereof
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 28th
day of February, 1997.
JOHNSON MUTUAL FUNDS TRUST
/s/ Ronald H. McSwain
-----------------------------------
RONALD H. McSWAIN, Trustee
STATE OF OHIO )
) ss:
COUNTY OF HAMILTON )
Before me, a Notary Public, in and for said county and state, personally
appeared RONALD H. McSWAIN, known to me to be the person described in and who
executed the foregoing instrument, and who duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 28th day of February, 1997.
/s/ Joann M. Strasser
-----------------------------------
Notary Public
Notarial Seal State of Ohio
Joann M. Strasser, Attorney at Law
Notary Public, State of Ohio
My Commission Has no Expiration Date
Section 147.03
<PAGE> 5
POWER OF ATTORNEY
KNOWN ALL ME BY THESE PRESENTS:
WHEREAS, JOHNSON MUTUAL FUNDS TRUST, a business trust organized under the
laws of the State of Ohio (hereinafter referred to as the "Trust"), periodically
files amendments to its Registration Statement with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints TIMOTHY E.
JOHNSON AND DIANNA J. ROSENBERGER, and each of them, his attorneys for him and
in his name, place and stead, and in his office and capacity in the Trust, to
execute and file such amendments, hereby giving and granting to said attorney
full power and authority to do and perform all and every act and thing
whatsoever requisite an necessary to be done in and about the premises as fully
to all intents and purposes as he might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorney may or
shall lawfully do or cause to be done by virtue hereof
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 19th
day of March, 1997.
JOHNSON MUTUAL FUNDS TRUST
/s/ Kenneth S. Shull
-----------------------------------
KENNETH S. SHULL, Trustee
STATE OF OHIO )
) ss:
COUNTY OF HAMILTON )
Before me, a Notary Public, in and for said county and state, personally
appeared KENNETH S. SHULL, known to me to be the person described in and who
executed the foregoing instrument, and who duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 19th day of March, 1997.
/s/ David C. Tedford
-----------------------------------
Notary Public
Notarial Seal State of Ohio
David C. Tedford
Notary Public, State of Ohio
My Commission Expires June 3, 1997
