JOHNSON MUTUAL FUNDS TRUST
497, 2000-09-27
Previous: OBJECTIVE SYSTEMS INTEGRATORS INC, 10-K, EX-27, 2000-09-27
Next: CREDENCE SYSTEMS CORP, 8-K, EX-99.1, 2000-09-27




--------------------------------------------------------------------------------
Prospectus                                               April 27, 2000

--------------------------------------------------------------------------------


                                     JOHNSON

                                  Mutual Funds

Prospectus dated April 27, 2000


      Johnson Growth Fund
      Johnson Opportunity Fund
      Johnson Realty Fund
      Johnson Fixed Income Fund
      Johnson Municipal Income Fund

Johnson Mutual Funds Trust
3777 West   Fork   Road
Cincinnati, OH  45247
(513)661-3100
(800)541-0170 FAX (513) 661-4901

Like all mutual  fund  shares and  prospectuses,  the  Securities  and  Exchange
Commission  has not  approved  or  disapproved  these  shares or passed upon the
adequacy of this prospectus.  Any  representation  to the contrary is a criminal
offense.

--------------------------------------------------------------------------------






<PAGE>


7

JOHNSON GROWTH FUND

Investment Objective

      The investment objective of the Growth Fund is long term capital growth.

Principal Strategies

      The Fund invests primarily in common stocks of larger-sized U.S. companies
(those with a market capitalization above $15 billion) that its Adviser believes
will  outperform  other  stocks  based  on an  analysis  of the  stocks'  growth
potential.  The Adviser  generally  intends to stay fully  invested  (subject to
liquidity requirements), regardless of the movement of stock prices.

Principal Risks of Investing in the Fund

o      Company  risk is the risk that the Fund value might  decrease in response
       to the activities and financial prospects of an individual company.

o Market  risk is the risk that the Fund value  might  decrease  in  response to
general market and economic  conditions.  o Volatility risk - Common stocks tend
to be more volatile  than other  investment  choices.  o As with any mutual fund
investment, the Fund's returns may vary and you could lose money.

Is this Fund Right for You?
 The Fund may be a suitable investment for:
o long  term  investors  seeking  a Fund  with a growth  investment  strategy  o
investors  willing to accept price  fluctuations in their investment o investors
who can tolerate the greater risks associated with common stock investments

How the Fund has Performed

      The chart and table  below show the  variability  of the  Fund's  returns,
which is one  indicator  of the risks of  investing  in the Fund.  The bar chart
shows  changes  in the  Fund's  returns  from  year to  year  since  the  Fund's
inception. The table shows how the Fund's average annual total returns over time
compare to those of a broad-based securities market index. Of course, the Fund's
past performance is not necessarily an indication of its future performance.

[Insert bar chart with the following plot points:]

1993..................  5.93%
1994..................-4.22%
1995..................31.61%
1996.................. 16.85%
1997.................. 33.96%
1998.................. 29.10%
1999.................. 11.31%


--------------------------------------------------------------------------------
Average Annual Total Returns

--------------------------------------------------------------------------------
For the periods ending December 31, 1999:

                                             Since

                           1 Year   5 Years Inception*

The Fund                   11.31%   24.23%  17.04%
S&P 500 Index              21.04%   28.55%  21.44%

* January 4, 1993


During the period shown, the highest return for a calendar quarter was 23.05% in
the fourth  quarter  of 1998,  and the  lowest  return was  -10.01% in the third
quarter of 1998.


<PAGE>


JOHNSON OPPORTUNITY FUND


<PAGE>



Investment Objective

      The  investment  objective  of the  Opportunity  Fund is long term capital
growth.

Principal Strategies

      The Fund invests primarily in equity securities of medium-sized  companies
(those with a market capitalization between $1 billion and $15 billion) that the
Fund's Adviser believes offer opportunities for capital  appreciation.  The Fund
emphasizes  securities of companies with significant  potential to appreciate in
value because of dynamic business changes,  including  changing consumer demands
and  lifestyles,  or  specific  company  developments  such  as new  product  or
technological   breakthroughs,   new  channels  of   distribution,   revitalized
management   or  industry   competitive   position  or  any  other  similar  new
opportunity.  The Adviser  generally  intends to stay fully invested (subject to
liquidity requirements), regardless of the movement of stock prices.

Principal Risks of Investing in the Fund

o      Company  risk is the risk that the Fund value might  decrease in response
       to the activities and financial prospects of an individual company.

o Market  risk is the risk that the Fund value  might  decrease  in  response to
general market and economic  conditions.  o Volatility risk - Common stocks tend
to be more volatile  than other  investment  choices.  o As with any mutual fund
investment, the Fund's returns may vary and you could lose money.

      In addition,  the stocks of medium sized  companies are subject to certain
risks  including:  o Possible  dependence  on a limited  product  line,  limited
financial  resources or management  group.  o Less frequent  trading and trading
with smaller volume than larger stocks, which may make it difficult for the Fund
to buy or

       sell the stocks.
o Greater fluctuation in value than larger, more established company stocks.

Is this Fund Right for You?
 The Fund may be a suitable investment for:
o long  term  investors  seeking  a Fund  with a growth  investment  strategy  o
investors  willing to accept price  fluctuations in their investment o investors
who can tolerate the greater risks associated with common stock investments

How the Fund has Performed

      The chart and table  below show the  variability  of the  Fund's  returns,
which is one  indicator  of the risks of  investing  in the Fund.  The bar chart
shows  changes  in the  Fund's  returns  form  year to  year  since  the  Fund's
inception. The table shows how the Fund's average annual total returns over time
compare to those of a broad-based securities market index. Of course, the Fund's
past performance is not necessarily an indication of its future performance.

[Insert bar chart with the following plot points:]

1994..................  4.99%
1995..................25.27%
1996..................23.10%
1997..................27.26%
1998.................18.93%
1999..................12.65%

--------------------------------------------------------------------------------
Average Annual Total Returns

--------------------------------------------------------------------------------
For the periods ending December 31, 1999:

                                                       Since

                                    1 Year  5 Year   Inception*

The Fund                            12.65%  21.33%   19.76%
S&P Midcap Index                    14.70%   23.04%  20.99%

* May 16, 1994


During the period shown, the highest return for a calendar quarter was 19.43% in
the fourth  quarter  of 1998,  and the  lowest  return was  -12.06% in the third
quarter of 1998.


<PAGE>


JOHNSON REALTY FUND

Investment Objective

      The  investment  objective of the Realty Fund is above average  income and
long term capital growth.

Principal Strategies

      The Fund invests  primarily in equity  securities of companies in the real
estate  industry,  including  but not limited to REITs (real  estate  investment
trusts) and other real estate related equity  securities,  such as common stock,
preferred  stock and/or  convertible  securities  of  companies  engaged in real
estate  related  businesses.  Under  normal  circumstances,  at least 65% of the
Fund's total assets will be in the real estate industry.

      The Fund will  invest  primarily  in equity  REITs that  invest in office,
residential,  retail, industrial, and other specialty properties such as hotels,
self-storage  facilities,  healthcare  facilities,  and parking facilities.  The
Adviser  intends to  diversify  by sector and  geographic  location but will not
attempt to duplicate the real estate market as a whole in terms of proportion of
invested assets in any specific region or property category.

Principal Risks of Investing in the Fund

o      Company  risk is the risk that the Fund value might  decrease in response
       to the activities and financial prospects of an individual company.

o Market  risk is the risk that the Fund value  might  decrease  in  response to
general  market and  economic  conditions.  o Real estate risk - The Fund may be
subject  to risk  associated  with the real  estate  market as a whole,  such as
taxation,

       regulations and economic and political factors that negatively impact the
       real estate market, and with direct ownership of real estate, such as:

o     Decreases in real estate values
o     Overbuilding
o     Environmental liabilities

o Increases in operating costs, interest rates and/or property taxes.

o      Some real estate related  investments  are not fully  diversified and are
       subject  to the risks  associated  with  financing  a  limited  number of
       projects.

o      REITs are heavily  dependent upon the management  team and are subject to
       heavy cash flow dependency, defaults by borrowers, and self-liquidation.

o As with any mutual fund investment,  the Fund's returns may vary and you could
lose money.

Is this Fund Right for You?

      Due to the Fund's  concentration in the real estate industry,  the Fund is
not intended to be a complete  investment  program;  however,  the Fund may be a
suitable  investment for: o long term investors o investors looking to diversify
into real estate  securities o investors  willing to accept  fluctuations in the
value of their investments

How the Fund has Performed

      The  chart  and  table  below  provide  some  indication  of the  risks of
investing in the Fund.  The bar chart shows  changes in the Fund's  returns from
year to year since the Fund's inception.  The table shows how the Fund's average
annual  total  returns over time  compare to those of a  broad-based  securities
market index.  Of course,  the Fund's past  performance  is not  necessarily  an
indication of its future performance.

[Insert bar chart with the following plot points:]

1998..................-18.56%
1999..................  -2.47%

--------------------------------------------------------------------------------
Average Annual Total Returns

--------------------------------------------------------------------------------
For the periods ending December 31, 1999:

                                               Since

                                    1 Year  Inception*

The Fund                            -2.47%  -10.91%
NAREIT Index**                      -4.62%   -11.32%

* January 2, 1998
--------------------------------------------------------------------------------
**  NAREIT = National Association of Real Estate Investment Trust

--------------------------------------------------------------------------------


During the period shown, the highest return for a calendar quarter was 11.04% in
the second  quarter of 1999;  and the lowest  return was  -10.86%  for the third
quarter of 1998.


<PAGE>


JOHNSON FIXED INCOME FUND

Investment Objective

      The  investment  objective  of the Fixed  Income  Fund is a high  level of
income over the long term consistent with preservation of capital.

Principal Strategies

         The Fund invests  primarily in a broad range of investment  grade fixed
income securities,  including bonds, notes,  convertible bonds,  mortgage-backed
securities,  collateralized mortgage obligations, domestic and foreign corporate
and government  securities,  municipal  securities,  zero coupon bonds and short
term  obligations,  such as  commercial  paper and  repurchase  agreements.  The
Adviser typically selects fixed income securities with maturities  between three
and fifteen years,  based on the available yield at various maturity levels. The
Fund will normally  invest at least 95% of its assets in investment  grade fixed
income securities.

Principal Risks of Investing in the Fund

o Interest rate risk is the risk that the value of your  investment may decrease
when interest rates rise.

o      Credit risk is the risk that the issuer of the fixed income  security may
       not be able to make interest and principal payments when due.

o      Prepayment  risk is the risk  that the value of the  mortgage  securities
       held by the Fund may go down as a result of changes in  prepayment  rates
       on the underlying mortgages.

o As with any mutual fund investment,  the Fund's returns may vary and you could
lose money.

Is this Fund Right for You?
The Fund may be a suitable investment for:
o long term  investors  seeking a fund with an income and  capital  preservation
strategy o investors  seeking to diversify  their  holdings with bonds and other
fixed income  securities o investors  willing to accept  price  fluctuations  in
their investments.

How the Fund has Performed

      The chart and table  below show the  variability  of the  Fund's  returns,
which is one  indicator  of the risks of  investing  in the Fund.  The bar chart
shows  changes  in the  Fund's  returns  from  year to  year  since  the  Fund's
inception. The table shows how the Fund's average annual total returns over time
compare to those of a broad-based securities market index. Of course, the Fund's
past performance is not necessarily an indication of its future performance.

[Insert bar chart with the following plot points:]

1993..................9.51%
1994..................-5.14%
1995..................17.70%
1996.................. 3.11%
1997.................. 8.44%
1998.................. 9.05%
1999..................-3.68%


--------------------------------------------------------------------------------
Average Annual Total Returns

--------------------------------------------------------------------------------
For the periods ending December 31, 1999:

                                                      Since

                                    1 Year   5 Year  Inception*

The Fund                            -3.68%   6.69%   5.32%
Lehman
Intermediate Index                   0.39%   7.09%   5.94%

* January 4, 1993


      During the period  shown,  the highest  return for a calendar  quarter was
6.04% in the second  quarter of 1995,  and the lowest  return was -3.42% for the
first quarter of 1994.


<PAGE>


JOHNSON MUNICIPAL INCOME FUND

Investment Objective

      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.

Principal Strategies

      The Fund invests primarily in investment grade municipal securities issued
by or on behalf of states, territories and possessions of the United States, and
other political subdivisions,  agencies, authorities and instrumentalities,  the
income  from which is exempt  from  regular  federal  income  tax.  The  Adviser
primarily  invests in Ohio  municipal  securities  which provide  income that is
exempt from both Ohio and regular  federal income tax. The Fund may  concentrate
its  investments  in a particular  segment of the bond  market,  such as housing
agency bonds or airport bonds.

      The Adviser typically selects securities with maturities between three and
fifteen years, based on the available yield at various maturity levels. The Fund
will normally  invest at least 95% of its assets in investment  grade  municipal
securities (or unrated municipal  securities that the Adviser  determines are of
comparable  quality) which provide income that is exempt from Federal Income tax
and the alternative minimum tax.

Principal Risks of Investing in the Fund

o Interest rate risk is the risk that the value of your  investment may decrease
when  interest  rates rise.  o Credit risk is the risk that the issuer of a bond
may not be able to make  interest  and  principal  payment when due. o Political
risk is the risk that substantial changes in federal income tax laws could cause
municipal bond prices to decline.

       This is because the demand for municipal bonds is strongly  influenced by
the value of  tax-exempt  income to investors.  o Geographic  risk - Because the
Fund  invests  primarily  in bonds  from the State of Ohio,  it is  particularly
sensitive to political

       and economic factors that negatively affect Ohio.
o      Segment  risk - Economic or  political  factors  affecting  one bond in a
       particular  segment of the bond market may affect  other bonds within the
       segment in the same manner.

o      Non-diversification  risk - The Fund may be  invested  in  securities  of
       fewer issuers than a diversified fund. This may cause greater fluctuation
       in the Fund's value and may make the Fund more  susceptible to any single
       risk.

o As with any mutual fund investment,  the Fund's returns may vary and you could
lose money.

Is this Fund Right for You?

The Fund may be a suitable  investment for long term: o Investors seeking a fund
with a federally  tax-free  income  strategy o investors  willing to concentrate
their  investment  primarily in the State of Ohio o investors  willing to accept
price fluctuations in their investment

How the Fund has Performed

      The chart and table  below show the  variability  of the  Fund's  returns,
which is one  indicator  of the risks of  investing  in the Fund.  The bar chart
shows  changes  in the  Fund's  returns  from  year to  year  since  the  Fund's
inception. The table shows how the Fund's average annual total returns over time
compare to those of a broad-based securities market index. Of course, the Fund's
past performance is not necessarily an indication of its future performance.

[Insert bar chart with the following plot points:]

1994.................. 0.81%
1995..................10.88%
1996.................. 3.43%
1997.................. 6.23%
1998.................. 5.19%
1999..................-1.24%

--------------------------------------------------------------------------------
Average Annual Total Returns

--------------------------------------------------------------------------------
For the periods ending December 31, 1999:

                                                       Since

                                    1 Year   5 Year  Inception*

The Fund                            -1.24%   4.83%   4.42%
Lehman Five Year
General Obligation
 Index                              0.71%    5.81%   5.35%

* May 16, 1994


During the period shown,  the highest return for a calendar quarter was 4.21% in
the first  quarter  of 1995,  and the  lowest  return  was -2.20% for the second
quarter of 1999.


<PAGE>




COSTS OF INVESTING IN THE FUNDS:

This table  describes the fees and expenses that you may pay if you buy and hold
shares of a Fund.

                                                          Fixed       Municipal
                         Growth  Opportunity  Realty      Income        Income

Shareholder Fees 1

(fees paid directly from your investment)
Maximum Front End Load.  None     None        None        None            None
Deferred Load............None     None        None        None            None
Redemption Fee...........None     None        None        None            None
Exchange Fee.............None     None        None        None            None

Annual Fund Operating Expenses
(expenses that are deducted from fund assets)
Management Fees.........1.00%     1.00%       1.00%       1.00%           1.00%
12b-1 Fees..............None      None        None        None            None
Total Annual Fund
    Operating Expenses..1.00%     1.00%       1.00%       1.00%           1.00%
Fee Waiver 2............0.05%     0.05%       0.05%       0.15%           0.35%
Net Expenses............0.95%     0.95%       0.95%       0.85%           0.65%

1     A processing fee will be deducted from any wire sales proceeds and
        paid to the Custodian.

2     The  Adviser  has  contractually  agreed  to waive  fees by the  amounts
        shown  through  April 30,  2003.  The  Adviser  may not
        unilaterally change the contract until May 1, 2003.

Example:

         The example below is intended to help you compare the cost of investing
in the Funds with the cost of investing in other mutual funds.  The example uses
the same  assumptions  as other  mutual  fund  prospectuses:  a $10,000  initial
investment  for the time periods  indicated,  5% annual total  return,  constant
operating  expenses,  and sale of all  shares  at the end of each  time  period.
Although your actual expenses may be different,  based on these assumptions your
cost will be:

                  1 year            3 years           5 years          10 years
                  ------            -------           -------          --------

Growth Fund       $97               $304              $539             $1,215
Opportunity Fund  $97               $304              $539             $1,215
Realty Fund       $97               $304              $539             $1,215
Fixed Income Fund $87               $272              $508             $1,186
Municipal
   Income Fund    $67               $209              $446             $1,127



<PAGE>




HOW TO BUY, SELL OR EXCHANGE SHARES IN THE 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 the Fund,
please contact:

Funds:
Johnson Mutual Funds Trust
3777 West Fork Road
Cincinnati, Ohio 45247
(513) 661-3100 or (800) 541-0170
FAX: (513) 661-4901

Transfer Agent:
Johnson Financial, Inc.
3777 West Fork Road
Cincinnati, Ohio 45247

(513) 661-3100 or (800) 541-0170
FAX: (513) 661-4901

HOW TO BUY SHARES

Initial Purchase: The minimum initial investment for each Fund is $2,000. Due to
federal  limitations,  the minimum  initial  investment  for an Education IRA is
$500. You may diversify your investments by choosing a combination of any of the
Funds for your investment program.

      By Mail - You may purchase  shares of any Fund by following these steps: o
Complete  and sign an  application;  o Draft a check made  payable  to:  Johnson
Mutual  Funds;  o Identify  on the check and on the  application  the Fund(s) in
which you would like to invest; o Mail the application,  check and any letter of
instruction 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 Transfer Agent first to open an
account  and obtain an account  number.  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: Johnson Mutual Funds
Shareholder Account Name: ___________________
Shareholder Account Number:  __________

      You must mail a  completed  application  to  Johnson  Mutual  Funds  after
opening an account by wire transfer.  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 that may occur in wiring money,  including
delays that 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 may charge a fee in the future.

Additional Purchases

      You may buy  additional  shares of a Fund at any time (minimum of $100) by
mail or by bank wire. Each additional  purchase request must contain:  o Name of
your account(s); o Account number(s); o Name of the Fund(s) in which you wish to
invest.

      Checks should be made payable to "Johnson Mutual Funds" and should be sent
to the Johnson Mutual Funds at the address indicated throughout this prospectus.
A bank wire should be sent as outlined above. ^

Automatic Investment Option

      You  may   arrange  to  make   additional   investments   ($100   minimum)
automatically on a monthly or bi-monthly  basis by transferring  money from your
checking  account.  You must complete the "Optional  Automatic  Investment Plan"
section of the  application  and provide the Trust with a voided  check from the
account you wish to use for the automatic  investment.  You may  terminate  this
automatic investment program at any time by contacting the Transfer Agent.

      The Funds  may limit the  amount of  purchases  and  reject  any  purchase
request in whole or in part.  If your check or wire does not clear,  you will be
responsible  for any loss  incurred.  The Fund can sell other  shares you own as
reimbursement for any loss incurred.

HOW TO SELL SHARES

      You may sell shares in a Fund by mail or telephone,  without a charge. 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 for a sale should be addressed to the Johnson Mutual Funds and must
include:

o     Letter of instruction;
o     Fund name;
o     Account number(s);
o     Account name(s);
o Dollar amount or the number of shares you wish to sell.

      All registered  share owner(s) must sign this request 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.

      The Funds may require that signatures on redemption requests be guaranteed
by a  bank  or a  member  firm  of a  national  securities  exchange.  Signature
guarantees  are for the  protection of  shareholders.  At the  discretion of any
Fund, 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.

      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 may be deducted
from sale proceeds.

      By using the telephone redemption and exchange  privileges,  a shareholder
authorizes the Funds to act upon the instruction of any person by telephone they
believe to be the  shareholder.  By telephone,  this shareholder may sell shares
from the account and  transfer the proceeds to the address of record or the bank
account designated or may 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, ACH
(Automated Clearing House) 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 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.  Shares may also be sold on the 5th day of the month or the 15th day of
the month at the  shareholder's  request.  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, the sales
proceeds will not be paid until your investment has cleared the bank,  which may
take up to 15 calendar days from the date of purchase. Exchanges into any of the
other Funds are, however, permitted without the ten day waiting period.

      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   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  (during times of
unusual  market  activity),  consider  sending your order by express mail to the
Funds, or facsimile to (513) 661-4901 or (513) 661-3160.

      Because the Funds incur  certain  fixed costs in  maintaining  shareholder
accounts, each Fund may 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.

HOW TO EXCHANGE SHARES

      As a shareholder  in any Fund in the Johnson  Mutual Funds Trust,  you may
exchange  shares for shares of any other fund in the Johnson Mutual Funds Trust,
subject to the minimum initial investment requirement of the Fund into which you
are making the  exchange.  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 4:00  p.m.  Eastern  Time  will be  processed  at the  next
determined net asset value (NAV) 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 the 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 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 Stock Exchange is closed on weekends,  Federal holidays and
Good Friday. The net asset value per share of each Fund will fluctuate.

      Requests to purchase,  exchange and redeem shares are processed at the NAV
calculated  after the Transfer  Agent  receives your order in the form described
above in the applicable section. The Funds' assets are generally valued at their
market value.  If market prices are not  available,  or if an event occurs after
the close of the trading market that materially  affects the values,  assets may
be valued at their fair value.

DIVIDENDS AND DISTRIBUTIONS

      The ^ Realty  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 and the
Growth  Fund  intend to  distribute  substantially  all of their net  investment
income as dividends to  shareholders  on an annual basis at year end.  Each Fund
intends to distribute its capital gains 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. You 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

      In general,  selling shares of a Fund and receiving distributions (whether
reinvested or taken in cash) are taxable events. Depending on the purchase price
and the sale price,  you may have a gain or a loss on any shares  sold.  Any tax
liabilities  generated by your  transactions or by receiving  distributions  are
your  responsibility.  Because  distributions  of long  term  capital  gains are
subject  to  capital  gains  taxes,  regardless  of how long you have owned your
shares,  you may want to avoid making a  substantial  investment  when a Fund is
about  to  make a  long  term  capital  gain  distribution.  Any  capital  gains
distributed by the Municipal  Income Fund may be taxable.  The tax  consequences
described  in this  section  apply  whether  distributions  are taken in cash or
reinvested in additional shares.

      You 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,  dividends representing net interest earned on some municipal bonds may
be included in calculating the federal  alternative  minimum tax. Income that is
exempt from federal tax may be subject to state and local income tax.

      The IRS treats  interest  on  certain  "private  activity"  bonds as a tax
preference item. 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. If
it does so, a portion of its dividends may be treated as a tax preference  item.
In addition,  although the Municipal Income Fund invests primarily in tax-exempt
securities,  a portion of its assets may generate income that is not exempt from
federal or state income tax.

      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.  You  should  consult  with your tax  adviser
regarding specific questions as to federal, state or local taxes, the tax effect
of  distributions  and  withdrawals  from the Funds and the use of the  Exchange
Privilege.

      Unless you furnish your certified taxpayer  identification  number (social
security number for  individuals) and certify that you are not subject to backup
withholding,  the Funds will be required to withhold and remit to the IRS 31% of
the dividends,  distributions and sales proceeds payable to the shareholder. The
Funds 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.

MANAGEMENT OF THE FUNDS

      Johnson Investment Counsel,  Inc., 3777 West Fork Road,  Cincinnati,  Ohio
45247 ("Johnson")  serves as investment  adviser to the Funds. In this capacity,
Johnson  is  responsible  for  the  selection  and  on-going  monitoring  of the
securities in each Fund's investment  portfolio and managing the Funds' business
affairs.  Johnson  is a  Cincinnati-based  company  that has  grown,  since  its
inception in 1965, to become the largest independent investment advisory firm in
the Cincinnati  area.  Johnson has over $2.7 billion of assets under  management
with  services  extending  to a wide  range of  clients,  including  businesses,
individuals,  foundations,  institutions and endowments. Johnson solely provides
investment  management,  through  individually  managed  portfolios,  and has no
commission-based affiliations from the sale of products. An investment committee
of  Johnson is  responsible  for the  investment  decisions  and the  day-to-day
management of the Funds.  The management  fees paid during the fiscal year ended
December 31, 1999 by each Fund are:

Growth Fund:  0.95%;  Opportunity Fund:  0.95%;  Realty Fund:  0.95%;
Fixed Income Fund:  0.85%;  and Municipal Income Fund:  0.65%.


OTHER INFORMATION ABOUT INVESTMENTS

Johnson Growth Fund and Johnson Opportunity Fund

      Non-principal strategy:

      Each  of  the  Growth  and   Opportunity   Funds   expected  under  normal
      circumstances  to invest no more  than 15% of its net  assets in  American
      Depository Receipts (ADRs). An ADR is a certificate of ownership issued by
      a U.S.  bank as a  convenience  to  investors  instead  of the  underlying
      foreign  security  which the bank holds in custody.  In  general,  foreign
      investments  involve higher risks than U.S.  investments.  Foreign markets
      tend to be more  volatile  than  those of the  U.S.  and  bring  increased
      exposure to foreign  economic,  political and other events that can have a
      negative effect on the value of issuers in a particular foreign country.

Johnson Municipal Income Fund

      Principal strategy:

      Because the Municipal  Income Fund  concentrates  its  investments  in the
      State of Ohio,  it is  particularly  sensitive to  political  and economic
      factors  affecting Ohio, which could affect the  creditworthiness  and the
      value of the securities in the Fund's 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 shortfalls 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.

      Non-principal strategy:

      The Municipal Income Fund may invest in fixed income  securities which are
      unrated if the Adviser  determines that they are of comparable  quality to
      securities  rated  investment  grade.  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.  In addition,  changes in economic
      conditions  or other  circumstances  are more likely to lead to a weakened
      capacity to make  principal  and interest  payments than with higher grade
      securities.  If the rating of a security 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.

General

      From time to time,  any Fund may take temporary  defensive  positions that
are inconsistent with the Fund's principal  investment  strategies in attempting
to respond to adverse market,  economic,  political,  or other  conditions.  For
example,  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.  As a result  of
engaging in these temporary measures, the Funds may not achieve their investment
objectives. Each Fund may also invest in such instruments at anytime to maintain
liquidity or pending selection of investments in accordance with its policies.

      You should  understand that REIT's purchased by the Realty Fund have their
own expenses and fees.

      The  investment  objectives  and  strategies  of any Fund  may be  changed
without shareholder approval.


<PAGE>



Financial Highlights

      The financial  highlights  table is intended to help you  understand  each
Fund's financial results.  Certain  information results for a single Fund share.
The total returns in the table  represent  the rate that an investor  would have
earned (or lost) on an investment  in each Fund,  assuming  reinvestment  of all
dividends  and  distributions.  This  information  has been audited by McCurdy &
Associates CPA's.,  whose report,  along with each Funds' financial  statements,
are included in the Funds' annual  report,  which is available  upon request and
without charge.







<PAGE>


[BACK COVER PAGE]


Investment Adviser                     Transfer Agent
Johnson Investment Counsel, Inc.       Johnson Financial, Inc.
3777 West Fork Road                    3777 West Fork  Road
Cincinnati, Ohio  45247                Cincinnati, Ohio  45247

Auditors                               Custodian

McCurdy & Associates CPA's, Inc.       The Provident Bank
27955 Clemens Road                     Three East Fourth Street
Westlake, Ohio  44145                  Cincinnati, Ohio 45202

Legal Counsel

Brown, Cummins & Brown, Co. LPAs
3500 Carew Tower
441 Vine Street

Cincinnati, OH  45202


Several additional sources of information are available to you. The Statement of
Additional  Information  (SAI),  incorporated into this prospectus by reference,
contains  detailed  information  on Fund  policies and  operations.  Shareholder
reports  contain  management's  discussion  of  market  conditions,   investment
strategies and performance results as of the Funds' latest semi-annual or annual
fiscal year end.

         Call the Funds at  513-661-3100  or 800-541-0170 to request free copies
of the SAI and the  Funds'  annual and  semi-annual  reports,  to request  other
information about the Funds and to make shareholder inquiries.

      You may review and copy information about the Funds (including the SAI and
other reports) at the Securities and Exchange  Commission (SEC) Public Reference
Room in  Washington,  D.C.  Call the SEC at  1-202-942-8090  for room  hours and
operation.  You may also obtain reports and other information about the Funds on
the EDGAR Database on the SEC's Internet site at http.//www.sec.gov,  and copies
of this  information  may be  obtained,  after  paying  a  duplicating  fee,  by
electronic  request at the following e-mail address:  [email protected],  or by
writing the SEC's Public Reference Section, Washington, D.C. 20549-0102.

--------------------------------------------------------------------------------
                                TABLE OF CONTENTS

--------------------------------------------------------------------------------







Investment Objective, Principal Risks and Fund Performance

         Growth Fund.................................................. 1
         Opportunity Fund............................................. 2
         Realty Fund.................................................. 3
         Fixed Income Fund............................................ 4
         Municipal Income Fund ....................................... 5
Costs of Investing in the Funds....................................... 6
How to Buy, Sell or Exchange Shares in the Fund

         How to Buy Shares............................................ 7
         How to Sell Shares..........................................7-9
         How to Exchange Shares....................................... 9
Share Price Calculation............................................... 9
Dividends and Distributions.........................................9-10
Taxes    .............................................................10
Management of the Funds...............................................10
Other Information about Investments

         Johnson Growth Fund and Johnson Opportunity Fund.......... 10-11
         Johnson Municipal Income Fund............................... 11
         General....................................................  11
Financial Highlights................................................  12
Investment Adviser, Transfer Agent, Auditors,
Custodian, Legal Counsel............................................Back Page

<PAGE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission