Description of Services and Fees Johnson is a registered investment adviser with offices in Cincinnati, Cleveland, Columbus, and Dayton, Ohio as well as Detroit, Michigan. We are organized as a corporation under the laws of the State of Ohio. Johnson Investment Counsel has been providing investment advisory services since 1965. We have been providing these services since 2001 under our current corporate structure. Current ownership consists of 48 employees with no shareholder owning more than 10% of the company. We offer the following investment advisory services,
• Portfolio Management for Individuals or Institutions
• Financial Planning Services
• Selection of Other Advisers
• Pension Consulting Services
• Mutual Fund Services Johnson Asset Management is a division of Johnson Investment Counsel that manages institutional separate account portfolios for a wide variety of for-profit and non-profit organizations, public agencies, public and private retirement plans and personal trusts of all sizes. Johnson Asset Management may also serve as a sub-adviser for mutual funds. The following paragraphs describe our services and fees in greater detail. Please refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "we", "our" and "us" refer to Johnson and the words "you", "your" and "client" refer to you as either a client or prospective client of our firm. Also, you may see the term Associated Person throughout this brochure. As used in this brochure, our Associated Persons are our firm's officers, employees, and all individuals providing investment advice on behalf of our firm. Portfolio Management for Individuals or Institutions We offer discretionary portfolio management services. Our investment advice is tailored to meet our clients' needs and investment objectives. If you retain our firm for portfolio management services, we will work with you throughout our advisory relationship to determine your investment objectives, risk tolerance, and other relevant information (the "suitability information".) We will use the suitability information we gather to develop a strategy that enables our firm to give you continuous and focused investment advice and/or to make investments on your behalf. As part of our portfolio management services, we may customize an investment portfolio for you in accordance with your risk tolerance and investment objectives. We can also invest your assets using a predefined strategy. Once we construct an investment portfolio for you, we will monitor your portfolio's performance on an ongoing basis, and will re-balance the portfolio as required by changes in market conditions and/or in your financial circumstances. If you participate in our discretionary portfolio management services, we require you to grant our firm discretionary authority to manage your account. Discretionary authorization will allow our firm to determine the specific securities, and the amount of securities, to be purchased or sold for your account without your approval prior to each transaction. Accordingly, we are also authorized to issue instructions to the custodian for operational matters of the account and to select brokers or dealers to execute securities transactions without your approval. Discretionary authority is typically granted by the investment management agreement you sign with our firm, a limited power of attorney, or trading authorization forms. You may limit our discretionary authority (for example, limiting the types of securities that can be purchased for your account) by providing our firm with your restrictions and guidelines in writing. If you enter into non-discretionary arrangements with our firm, we must obtain your approval prior to executing any transactions that would violate your guidelines or restrictions. Johnson Intelligent Portfolios Program We also offer portfolio management services through the Johnson Intelligent Portfolios Program (“IPP”). IPP is an automated investment program through which clients are invested in a range of investment strategies we have constructed and manage, each of which may consist of a portfolio of exchange-traded funds, mutual funds (“Funds”) and a cash allocation. The client may instruct us to exclude up to three Funds from their portfolio. The client’s portfolio is held in a brokerage account opened by the client at Schwab. We use the Institutional Intelligent Portfolios Platform (Platform”), offered by Schwab Performance Technologies (“SPT”), a software provider to independent investment advisors and an affiliate of Schwab to operate IPP. We are independent of and not owned by, affiliated with, or sponsored by SPT, Schwab or their affiliates. We, and not Schwab, are the client’s investment advisor and primary point of contact with respect to IPP. We are solely responsible, and Schwab is not responsible, for determining the appropriateness of IPP for the client, choosing a suitable investment strategy and portfolio for the client’s investment needs and goals, and managing that portfolio on an ongoing basis. We have contracted with SPT to provide us with the Platform, which consists of technology and related trading and account management services for IPP. The Platform enables us to make IPP available to clients online and includes a system that automates certain key parts of our investment process (the “System”). Based on information the client provides to us, we recommend a portfolio via the System. The client may then indicate an interest in a portfolio that is one level less or more conservative or aggressive than the recommended portfolio, but we then make the final decision and select a portfolio based on all suitability information. The System also includes an automated investment engine through which we manage the client’s portfolio on an ongoing basis through automatic rebalancing and tax-loss harvesting (if the client is eligible and elects). We charge clients a fee for our services as described below. Our fees are not set or supervised by Schwab. IPP clients do not pay brokerage commissions or any other fees to Schwab as part of IPP. Schwab does receive other revenues, including (i) the profit earned by Charles Schwab Bank, a Schwab affiliate, on the allocation to the Schwab Intelligent Portfolios Sweep Program described in the Schwab Intelligent Portfolios Sweep Program Disclosure Statement; (ii) investment advisory and/or administrative service fees (or unitary fees) received by Charles Schwab Investment Management, Inc., a Schwab affiliate, from Schwab ETF’s, Schwab Funds and Laudus Funds that we select to buy and hold in the client’s brokerage account; (iii) fees received by Schwab from mutual funds in the Schwab Mutual Fund Marketplace (including certain Schwab Funds and Laudus Funds) in the client’s brokerage account for services Schwab provides; and (iv) remuneration Schwab receives from the market centers where it routes ETF trade orders for execution. If you enroll in the IPP you will receive a limited offering of our suite of services and may receive less contact from our Portfolio Managers. Held Away Assets Johnson uses a third-party platform to facilitate management of held away assets such as defined contribution plan participant accounts, with discretion. The platform allows us to avoid being considered to have custody of Client funds since we do not have direct access to Client log-in credentials to affect trades. We are not affiliated with the platform in any way and receive no compensation from them for using their platform. A link will be provided to the Client allowing them to connect an account(s) to the platform. Once Client account(s) is connected to the platform, Adviser will review the current account allocations. When deemed necessary, Adviser will rebalance the account considering client investment goals and risk tolerance, and any change in allocations will consider current economic and market trends. Client account(s) will be reviewed regularly, and allocation changes will be made as deemed necessary. Portfolio Management Fees Our fee for portfolio management services is based on a percentage of your assets we manage and is set forth in the following fee schedule: Assets under Management Annual Fee First $1,000,000 1.00% Next $2,000,000 0.80% Next $2,000,000 0.60% All Funds Thereafter 0.50% This fee schedule became effective February 10, 2017. Some clients with established relationships prior to that date as well as some institutional accounts and family office accounts may be subject to a different fee schedule. Our annual portfolio management fee is billed and payable semi-annually in arrears on June 30th and December 31st. Fees will be calculated at an annual rate based on the appraisal of the Client’s portfolio of assets calculated using an average daily balance method of portfolio appraisal. At the end of each day the client’s portfolio balance will be calculated. At the end of the billing cycle the resulting daily balances will be added together and that sum will be divided by the number of days in the billing period to arrive at the average daily balance. The agreed upon fee schedule will then be applied to this average daily balance. The basis of the appraisal of a Client(s) portfolio(s) will use the last trade price or the current bid price of each portfolio item. The aforementioned billing cycle and method will apply unless an alternative method has been mutually established. At our discretion, we can combine the account values of family members to determine the applicable advisory fee. For example, we can combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts. Combining account values will increase the asset total, which can result in your paying a reduced advisory fee based on the available breakpoints in our fee schedule stated above. Assets held in any of the funds that are part of the Johnson Mutual Funds Trust (“JMF”) will be included in the combined account value. In limited circumstances, we assess a fixed fee for asset management services. Under such arrangements, the fee is negotiated on a case-by-case basis, predicated on the size of the account and complexity of the requested services. All fees will be clearly set forth at the beginning of the relationship and any change in fees will be clearly communicated. Johnson Mutual Funds held in portfolios will never be subject to both an advisory fee and the expense ratio of the fund. We will rebate a fee amount equivalent to the expense ratio on any portfolio assets that are invested in the Johnson Mutual Funds Trust as a credit to the investment advisory fee. Notwithstanding the foregoing, any Portfolio Assets managed through PowerAgent or a similar system that are invested directly in the Johnson Mutual Funds Trust (the “Fund Direct Assets”) will be subject to the expense ratio of the Johnson Mutual Funds Trust. However, the Fund Direct assets invested directly in the Johnson Mutual Funds Trust through PowerAgent or a similar system will not be subject to the Advisor’s fees. Mutual fund shares managed by other Advisors held in portfolios may be charged advisory fees as well as the expenses charged by the mutual fund themselves. We will send you an invoice for the payment of our advisory fee, or we will deduct our fee directly from your account with the qualified custodian holding your funds and securities. We will deduct our advisory fee only when you have given our firm authorization permitting the fees to be paid directly from your account. Further, the qualified custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account. You should review all statements for accuracy. We will also have the ability to review a duplicate copy of the information reflected on your custodial account statement, to help assure all transactions are proper. You may terminate the portfolio management agreement upon written notice to our firm. You will incur a charge for services rendered prior to the termination of the portfolio management agreement, which means you will incur advisory fees only in proportion to the number of days for which you were a client. We encourage you to reconcile our invoices with the statement(s) you receive from the qualified custodian. If you find any inconsistent information between our invoice and the statement(s) you receive from the qualified custodian, please call our main office number located on the cover page of this brochure. Financial Planning Services We offer consultative financial planning services. Financial planning will typically involve providing a variety of advisory services to clients regarding the management of their financial resources based upon an analysis of their individual

needs. If you retain our firm for financial planning services, we will meet with you to gather information about your financial circumstances and objectives. We may also use financial planning software to analyze your current financial position and to define and quantify your long-term goals and objectives. Once we understand your long-term objectives (both financial and non-financial), we will develop shorter-term, targeted objectives. We will review and analyze the information you provide to our firm and the data derived from our financial planning analysis. Upon completion of the review and analysis, we will communicate our conclusions to you, which are designed to help you achieve your stated financial goals and objectives. Financial plans are based on your financial situation at the time we present the plan to you, and on the financial information you provide to our firm. You must promptly notify our firm if your financial situation, goals, objectives, or needs change. Clients are advised that certain assumptions may be made with respect to interest and inflation rates, past trends, performance of the market and economy. Past performance is in no way an indication of future performance. We cannot offer any guarantees or promises that your financial goals and objectives will be met. You are under no obligation to act on our financial planning recommendations. Should you choose to act on any of our recommendations, you are not obligated to implement the financial plan through any of our other investment advisory services. If you do choose to implement the plan using our services, we may, at our sole discretion, offset a portion of, or waive the cost of, the financial planning services. Fees are due upon completion of services rendered. You may terminate the financial planning agreement by providing written notice to our firm. You will incur a pro rata charge for services rendered prior to the termination of the agreement. Selection of Other Advisers As part of our investment advisory services, we may recommend that you use the services of a third party investment adviser ("TPA") to manage your entire, or a portion of, your investment portfolio. After gathering information about your financial situation and objectives, we may recommend that you engage a specific TPA or investment program. Factors that we take into consideration when making our recommendation(s) include, but are not limited to, the following: the TPA's performance, methods of analysis, fees, your financial needs, investment goals, risk tolerance, and investment objectives. We will periodically monitor the TPA(s)' performance to ensure its management and investment style remains aligned with your investment goals and objectives. The TPA(s) will actively manage your portfolio and will assume discretionary investment authority over your account. We will assume discretionary authority to hire and fire TPA(s) and/or reallocate your assets to other TPA(s) where we deem such action is in your best interest. The advisory fee you pay to the TPA is established and payable in accordance with the brochure provided by each TPA to whom you are referred. We do not share in the advisory fee you pay directly to the TPA. A separate fee is payable to us for advisory services as outlined earlier in this brochure. You will be required to sign an agreement directly with the recommended TPA(s). You may terminate your advisory relationship with the TPA according to the terms of your agreement with the TPA. You should review each TPA's brochure for specific information on how you may terminate your advisory relationship with the TPA and how you may receive a refund, if applicable. You should contact the TPA directly for questions regarding your advisory agreement with the TPA. Pension Consulting Services We offer pension consulting services to employee benefit plans and their fiduciaries based upon the needs of the plan and the services requested by the plan sponsor or named fiduciary. In general, these services may include an existing plan review and analysis, plan-level advice regarding fund selection and investment options, education services to plan participants, investment performance monitoring, and/or ongoing consulting. These pension consulting services will generally be non-discretionary and advisory in nature. The ultimate decision to act on behalf of the plan shall remain with the plan sponsor or other named fiduciary. We may also assist with participant enrollment meetings and provide investment-related educational seminars to plan participants on such topics as:
• Diversification
• Asset allocation
• Risk tolerance
• Time horizon Our educational seminars may include other investment-related topics specific to the particular plan. Johnson will be compensated at a rate negotiated between the firm and the client on a case-by-case basis. The fees and terms will be clearly set forth in an executed agreement for services. The amount of the fees charged to the client will be based on the scope and complexity of the qualified plan and the requested services. An estimate of the total cost will be determined at the start of the advisory relationship. The final fee shall be directly dependent upon the facts and circumstances of the client's financial situation and the complexity of the pension consulting services provided. We may also provide additional types of pension consulting services to plans which may be at the plan-level or participant-level. These services shall be detailed in a written agreement and be consistent with the parameters set forth in the plan documents. Our advisory fees for these customized services will be negotiated with the plan sponsor or named fiduciary on a case-by-case basis. Either party to the pension consulting agreement may terminate the agreement upon written notice to the other party. The pension consulting fees will be prorated for the quarter in which the termination notice is given. Refunds are not applicable since fees are payable in arrears. General - Advisory Services to Retirement Plans and Plan Participants Discretionary Investment Advisory Services to Plans: When serving in a discretionary investment advisory capacity for a Plan, Johnson is typically in the status defined by section 3(38) of the Employee Retirement Income Security Act of 1974 (“ERISA”). As a discretionary investment advisor to qualified retirement plans (“Plans”), Johnson assumes the fiduciary responsibility for the selection, monitoring and replacement of the investment options of the Plan. As an initial action step, Johnson seeks to obtain the investment policy statement for the Plan that details the methodologies and criteria utilized to define the style universe of investment options, the specific investment options to be utilized and the ongoing criteria for monitoring and replacing investment options. If the Plan does not have an investment policy statement, Johnson may assist the Plan sponsor/trustees of the Plan in drafting an investment policy statement. In instances where an investment policy statement is not available, Johnson will collect information from the Plan sponsor/trustees determined necessary for Johnson’s provision of services to the Plan. In its role as a 3(38) fiduciary, Johnson is only responsible for those Plan investments selected by Johnson and Johnson has no responsibility for any other Plan investments maintained in the Plan by direction of the Plan sponsor/trustees or any other person or entity. As an example, employer securities and investments held in a directed brokerage account are not subject to any fiduciary responsibility or duty on the part of Johnson. Furthermore, the Plan sponsor/trustees should be aware that when Johnson assumes the investment responsibilities by serving as a 3(38) fiduciary, the Plan sponsor/trustees still retain all of their other fiduciary duties, obligations and responsibilities pursuant to applicable law. Non-Discretionary Investment Advisory Services to Plans: When serving in a non-discretionary investment advisory capacity for a Plan, Johnson is typically in the status defined by section 3(21) of ERISA. In this capacity, Johnson assumes no fiduciary responsibility for the completion of an investment policy statement or any aspect of the definition, selection, maintenance or replacement of any Plan investment options. In this non-discretionary role, Johnson provides information to the Plan sponsor/trustees regarding investment option style parameters and performance reporting. Johnson may make recommendations, but the Plan sponsor/trustees exercise full authority over the selection of Plan investment options and may, or may not, utilize the information provided by Johnson as part of their decision making process. Other Services for Plans: As part of providing the discretionary or non-discretionary investment services to Plans, Johnson may provide certain information and services to the Plan and the Plan sponsor/trustees. These other services are designed to assist the Plan sponsor/trustees in meeting their management and fiduciary obligations to the Plan. The other services may consist of the following:
• Assist with platform provider search and Plan set-up;
• Plan review;
• Plan fee and cost review;
• Acting as third party service provider liaison;
• Plan participant education and communication;
• Plan benchmarking;
• Assist with Plan conversion to new vendor platform; and
• Assistance in Plan merger. As detailed above, Johnson is a fiduciary under ERISA with respect to investment management services and investment advice provided to ERISA plan clients, including ERISA plan participants. Johnson also acts as a fiduciary when providing investment advice to individual retirement account owners. As such, Johnson is subject to specific duties and obligations under ERISA and the IRC, that include, among other things, prohibited transaction rules which are intended to prohibit fiduciaries from acting on conflicts of interest. When a fiduciary gives advice in which it has a conflict of interest, the fiduciary must either avoid or eliminate the conflict or rely upon a prohibited transaction exemption (a “PTE”). Mutual Fund Services We provide investment advisory services to the Johnson Mutual Funds Trust. We are paid fees at an annual rate of 0.90% of the average daily net assets of the Johnson Opportunity Fund, 0.75% of the Johnson Equity Income Fund, 1% of the Johnson International Fund, 0.30% of the Johnson Municipal Income Fund, 0.45% of the Johnson Core Plus Bond Fund, 0.35% of the Johnson Enhanced Return Fund, and 0.30% of the Johnson Institutional Bond Funds, a portion of which has consistently been waived. The Institutional Bond Funds also have a share class that includes a 12b-1 distribution plan. The Johnson Opportunity Fund, the Johnson Equity Income Fund, and the Johnson Institutional Core Bond Fund also have a share class that includes a shareholder servicing fee. Wrap Fee Program(s) We serve as a portfolio manager to various brokers who offer wrap fee programs ("Programs"), which are a type of investment program that provides clients with access to several money manager or mutual fund allocation models for a single fee. The broker charges a single fee which includes money management fees, certain transaction costs, custodial and other administrative costs. We receive a portion of the wrap fee for our services. The overall cost you will incur if you participate in the wrap fee program may be higher or lower than you might incur by separately purchasing the types of securities available in the program. To compare the cost of the wrap fee program with non-wrap fee portfolio management services, you should consider the frequency of trading activity associated with investment strategies and the brokerage commissions charged by the aforementioned broker-dealers, and the advisory fees charged by investment advisers. Types of Investments We offer advice on equity securities, warrants, corporate debt securities, commercial paper, certificates of deposit, municipal securities, investment company securities, US Government securities, options contracts on securities and commodities, futures contracts on securities and commodities, and interest in real estate, master limited partnerships, and other partnerships. We also offer guidance on private fund investment opportunities. Additionally, we may advise you on any type of investment that we deem appropriate based on your stated goals and objectives. We may also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship. You may request that we refrain from investing in particular securities or certain types of securities. You must provide these restrictions to our firm in writing. Assets Under Management As of December 31, 2023, we provide continuous management services for $18,383,478,704 in client assets on a discretionary basis, and $ 225,579,264 in client assets on a non-discretionary basis.