MANAGEMENT AGREEMENT FOR JOHNSON MUTUAL FUNDS Johnson Equity Income Fund Johnson Dynamic Growth Fund Johnson Disciplined Small Company Fund Johnson Disciplined Large Company Fund Johnson Enhanced Equity Fund
FOR
▇▇▇▇▇▇▇ MUTUAL FUNDS
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Equity Income Fund
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Dynamic Growth Fund
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Disciplined Small Company Fund
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Disciplined Large Company Fund
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Enhanced Equity Fund
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TO:
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INVESTMENT COUNSEL, INC.
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▇▇▇▇ ▇▇▇▇ ▇▇▇▇
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CINCINNATI,
OHIO 45247
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Dear
Sirs:
▇▇▇▇▇▇▇
Mutual Funds Trust (hereinafter referred to as the "Trust") herewith confirms
our agreement with you.
The
Trust
has been organized to engage in the business of an investment company. The
Trust
currently offers several series of shares to investors, five of which are
the
▇▇▇▇▇▇▇ Equity Income Fund, ▇▇▇▇▇▇▇ Dynamic Growth Fund, ▇▇▇▇▇▇▇ Disciplined
Small Company Fund, ▇▇▇▇▇▇▇ Disciplined Large Company Fund and ▇▇▇▇▇▇▇ Enhanced
Equity Fund. (the "Funds").
You
have
been selected to act as the sole investment adviser to the Funds and to provide
certain other services to the Funds, as more fully set forth below, and you
are
willing to act as such investment adviser and to perform such services under
the
terms and conditions hereinafter set forth. Accordingly, the Trust agrees
with
you, as follows, upon the date of the execution of this Agreement.
1. ADVISORY
SERVICES
- You
will regularly provide the Funds with such investment advice as you, in your
discretion, deem advisable, and will furnish a continuous investment program
for
each of the Funds consistent with the respective series' investment objectives
and policies. You will determine the securities to be purchased for each
of the
Funds, the portfolio securities to be held or sold by each of the Funds,
and the
portion of the Funds’ assets to be held uninvested, subject always to the
series’ investment objectives, policies, and restrictions, as each of the same
shall be from time to time in effect, and subject further to such policies
and
instructions as the Board may from time to time establish. You will advise
and
assist the officers of the Trust in taking such steps as are necessary or
appropriate to carry out the decisions of the Board and the appropriate
committees of the Board regarding the conduct of the business of the
Funds.
2. ALLOCATION
OF CHARGES AND EXPENSES
- You
will pay all organizational and operating expenses of the Funds, including
the
compensation and expenses of any trustees, officers, and employees of the
Trust
and of any other persons rendering any services to the Funds; clerical and
shareholder service staff salaries; office space and other office expenses;
fees
and expenses incurred by the Funds in connection with membership in investment
company organizations; legal, auditing and account expenses; non-organizational
expenses of registering shares under federal and state securities laws;
insurance expenses; fees and expenses of the custodian, transfer agent, dividend
disbursing agent, shareholder service agent, plan agent, administrator,
accounting and pricing services agent and underwriter of the Funds; expenses,
including clerical expenses, of issue, sale, redemption or repurchase of
shares
of the Funds; the cost of preparing and distributing reports and notices
to
shareholders, the cost of printing or preparing prospectuses and statements
of
additional information for delivery to the Funds current and prospective
shareholders; the cost of printing or preparing stock certificates or any
other
documents, statements or reports to shareholders; expenses of shareholders'
meetings and proxy solicitations; advertising, promotion and other expenses
incurred directly or indirectly in connection with the sale or distribution
of
the Funds’ shares (excluding expenses which each Fund is authorized to pay
pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended
(the
"1940 Act"); and all other organizational and operating expenses not
specifically assumed by the Funds.
The
Funds
will pay all brokerage fees and commissions, taxes, borrowing costs (such
as (a)
interest (b) dividend expenses on securities sold short), and their share
of
such extraordinary or non-recurring expenses as may arise, including litigation
to which the Trust may be a party and indemnification of the Trust's trustees
and officers with respect thereto. Each Fund will also pay expenses which
it is
authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain
reimbursement from the Funds, at such time or times as you may determine
in your
sole discretion, for any of the expenses advanced by you, which the Funds
is
obligated to pay, and such reimbursement shall not be considered to be part
of
your compensation pursuant to this Agreement.
3. COMPENSATION
OF THE ADVISER
- For
all of the services to be rendered and payments to be made as provided in
this
Agreement, as of the last day of each month, the ▇▇▇▇▇▇▇ Equity Income Fund
will
pay you a fee at the annual rate of % of the average value of its daily net
assets, the ▇▇▇▇▇▇▇ Dynamic Growth Fund will pay you a fee at the annual
rate of % of the average value of its daily net assets, the ▇▇▇▇▇▇▇ Disciplined Small
Company Fund will pay you a fee at the annual rate of %, the ▇▇▇▇▇▇▇ Large
Company Fund will pay you a fee at the annual rate of % and the ▇▇▇▇▇▇▇ Enhanced
Equity Fund will pay you a fee at the annual rate of % of the average value
of
its daily net assets.
The
average value of the daily net assets of each of the Funds shall be determined
pursuant to the applicable provisions of the Declaration of Trust of the
Trust
or a resolution of the Board, if required. If, pursuant to such provisions,
the
determination of net asset value of a Fund is suspended for any particular
business day, then for the purposes of this paragraph, the value of the net
assets of the Fund as last determined shall be deemed to be the value of
the net
assets may lawfully be determined, on that day. If the determination of the
net
asset value of a Fund has been suspended for a period including such month,
your
compensation payable at the end of such month shall be computed on the basis
of
the value of the net assets of the series as last determined (whether during
or
prior to such month).
4. EXECUTION
OF PURCHASE AND SALE ORDERS
- In
connection with purchases or sales of portfolio securities for the account
of
the Funds, it is understood that you will arrange for the placing of all
orders
for the purchase and sale of portfolio securities for the account with brokers
or dealers selected by you, subject to review of this selection by the Board
from time to time. You will be responsible for the negotiation and the
allocation of principal business and portfolio brokerage. In the selection
of
such brokers or dealers and the placing of such orders, you are directed
at all
times to seek for the series the best qualitative execution, 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.
You
should generally seek favorable prices and commission rates that are reasonable
in relation to the benefits received. In seeking best qualitative execution,
you
are authorized to select brokers or dealers who also provide brokerage and
research services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934) the Trust and/or the other accounts over which you
exercise investment discretion. You are authorized to pay a broker or dealer
who
provides such brokerage and research services a commission for executing
a
portfolio transaction for the Funds which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if you determine in good faith that the amount of the commission
is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker or dealer. The determination may be viewed
in
terms of either a particular transaction or your overall responsibilities
with
respect to the Trust and to accounts over which you exercise investment
discretion. The Trust and you understand and acknowledge that, although the
information may be useful to the Funds and you, it is not possible to place
a
dollar value on such information. The Board shall periodically review the
commissions paid by the Funds to determine if the commissions paid over
representative periods of time were reasonable in relation to the benefits
to
the Funds.
Consistent
with the Rules of Fair Practice of the National Association of Securities
Dealers, Inc. and subjective to seeking best qualitative execution as described
above, you may give consideration to sales of shares of the Trust as a factor
in
the selection of brokers and dealers to execute the Trust portfolio
transactions.
Subject
to the provisions of the 1940 Act and other applicable law, you or any of
your
affiliates may retain compensation in connection with effecting the Funds’
portfolio transactions, including transactions effected through others. If
any
occasion should arise in which you give any advice to clients of yours
concerning the shares of the Funds, you will act solely as investment counsel
for such client and not in any way on behalf of the Funds. Your services
to the
Funds pursuant to this Agreement are not to be deemed to be exclusive and
it is
understood that you may render investment advice, management and other services
to others, including other registered investment companies.
5. LIMITATION
OF LIABILITY OF ADVISER
- You
may rely on information reasonably believed by you to be accurate and reliable.
Except as may otherwise be required by the 1940 Act or the rules thereunder,
neither you nor your shareholders, officers, directors, employees, agents,
control persons, or affiliates of any thereof shall be subject to any liability
for, or any damages, expenses or losses incurred by the Trust in connection
with, any error of judgment, mistake of law, any act or omission connected
with
or arising out of any services rendered under or payments made pursuant to
this
Agreement or any other matter to which this agreement relates, except by
reason
of willful misfeasance, bad faith, or gross negligence on the part of any
such
persons in the performance of your duties under this Agreement or by reason
of
reckless disregard by any of such persons of your obligations and duties
under
this Agreement.
Any
person, even though also a director, officer, employee, shareholder or agent
of
you, who may be or become an officer, director, trustee, employee or agent
of
the Trust, shall be deemed, when rendering services to the Trust or acting
on
any business of the Trust (other than services or business in connection
with
your duties hereunder), to be rendering such services to or acting solely
for
the Trust and not as a director, officer, employee, shareholder or agent
of you,
or one under your control or direction, even though paid by you.
6. DURATION
AND TERMINATION OF THIS AGREEMENT
- This
Agreement shall take effect on the date of its execution and shall remain
in
force for a period of two (2) years from the date of its execution and from
year
to year thereafter, subject to annual approval by (i) the Board or (ii) a
vote
of a majority (as defined in the 1940 Act) of the outstanding voting securities
of the Funds, provided that in either event, continuance is also approved
by a
majority of the trustees who are not "interested persons" as defined in the
1940
Act of you or the Trust, by vote cast in person at a meeting called for the
purpose of voting such approval.
If
the
shareholders of the Funds fail to approve the Agreement in the manner set
forth
above, upon request of the Board, you will continue to serve or act in such
capacity for the Funds for the period of time pending required approval of
the
Agreement, of a new agreement with you or a different adviser or other
definitive action; provided that the compensation to be paid by the Funds
to you
for your services to and payments or the amount you would have received under
this Agreement for furnishing such services and payments.
This
Agreement may, on sixty (60) days written notice, be terminated with respect
to
the Funds at any time without the payment of any penalty by the Board, by
a vote
of a majority of the outstanding voting securities of the Funds or by you.
This
Agreement shall automatically terminate in the event of its
assignment.
7. USE
OF
NAME
- The
Trust and you acknowledge that all rights to the name "▇▇▇▇▇▇▇" belong to
you
and that the Fund is being granted a limited license to use such words in
the
name of the Fund. In the event you cease to be the adviser to the Funds,
the
Funds’ right to the use of the name "▇▇▇▇▇▇▇" shall automatically cease on the
thirtieth day following the this Agreement. You may also withdraw the right
to
the name during the term of this Agreement upon thirty (30) days written
notice
by you to the Funds. Nothing contained herein shall impair or diminish in
any
respect your right to use the name "▇▇▇▇▇▇▇" in the name of or in connection
with any other business enterprises with which you are or may become associated.
There is no charge to the Funds for the right to use this name.
8. AMENDMENT
OF THIS AGREEMENT
- No
provision of this Agreement may be changed, waived, discharged or terminated
orally, and no amendment of this Agreement shall be effective until approved:
a)
by the Board, including a majority of the Trustees who are not interested
persons of you or of the Trust, cast in person at a meeting called for the
purpose of voting on such approval; and b) if and only if required by the
1940
Act, by vote of the holders of a majority of the outstanding voting securities
of the Funds to which the amendment relates.
9. LIMITATION
OF LIABILITY TO TRUST PROPERTY
- The
term "▇▇▇▇▇▇▇ Mutual Funds Trust" means and refers to the Trustees from time
to
time serving under the Trust's Declaration of Trust as the same may subsequently
thereto have been, or subsequently hereto be, amended. It is expressly agreed
that the obligations of the Trust hereunder shall not be binding upon any
of the
trustees, shareholders, nominees, officers, agents, or employees of the Trust,
personally, but bind only the trust property of the Trust, as provided in
the
Declaration of Trust of the Trust. The execution and delivery of this Agreement
have been authorized by the trustees and shareholders of the Funds and signed
by
officers of the Trust, acting as such, and neither such authorization by
such
trustees and shareholders nor such execution and delivery by such officers
shall
be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property
of
the Trust as provided in its Declaration of Trust. A copy of the Agreement
of
Declaration of Trust of the Trust is on file with the Secretary of the State
of
Ohio.
10. SEVERABILITY
- In the
event any provision of this Agreement is determined to be void or unenforceable,
such determination shall not affect the remainder of this Agreement, which
shall
continue to be in force.
11. QUESTIONS
OF INTERPRETATION
- This
Agreement
shall be governed by the laws of the State of Ohio. Any question of
interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the 1940 Act, shall be
resolved by reference to such term or provision of the 1940 Act and to
interpretation thereof, if any, by the United States courts or in the absence
of
any controlling decision of any such court, by the Securities and Exchange
Commission or its staff. In addition, where the effect of a requirement of
the
1940 Act, reflected in any provision of this Agreement, is revised by rule,
regulation, order or interpretation of the Securities and Exchange Commission
or
its staff, such provision shall be deemed to incorporate the effect of such
rule, regulation, order or interpretation.
12. NOTICES
- Any
notices under this Agreement shall be in writing, addressed and delivered
or
mailed postage paid to the other party at such address as such other party
may
designate for the receipt of such notice. Until further notice to the other
party, it is agreed that the address of the Trust and your address for this
purpose shall be ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
13. COUNTERPARTS
- This
Agreement may be in one or more counterparts, each of which shall be deemed
an
original, but all of which together shall constitute one and the same
instrument.
14. BINDING
EFFECT
- Each
of the undersigned expressly warrants and represents that he has the full
power
and authority to sign this Agreement on behalf of the party indicated, and
that
his signature will operate to bind the party indicated to the foregoing
terms.
15. CAPTIONS
- The
captions in this Agreement are included for convenience of reference only
and in
no way define or delimit any of the provisions hereof or otherwise affect
their
construction or effect.
If
you
are in agreement with the foregoing, please sign the form of acceptance on
the
accompanying counterpart of this letter and return such counterpart to the
trust, whereupon this letter shall become a binding contract upon the date
thereof.
Yours
very truly,
▇▇▇▇▇▇▇
MUTUAL FUNDS TRUST
By:
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, President
ATTEST:
By: _________________________________________
Dated: ___________________________________
ACCEPTANCE
The
foregoing Management Agreement is hereby accepted.
▇▇▇▇▇▇▇
INVESTMENT COUNSEL, INC.
By:
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, President
ATTEST:
By: _________________________________________
Dated: ___________________________________