January 24, 2000
Jonathan Katz, Secretary
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549-0609
Re: File No. S7-23-99
The independent Trustees of Johnson Mutual Funds Trust, an open-end investment company, are writing this letter to comment upon certain of the new rules and rule amendments proposed in Release No. IC-24082 (File No. S7-23-99). Two of the Trustees attended an ICI seminar to discuss the rule proposals, and the independent Trustees have reviewed the proposals and wish to make the following comments:
1) Definition of Immediate Family Member.
The independent Trustees believe that the proposed definition of an "immediate family member" is too broad. In many cases, it would be virtually impossible to obtain the required information from "other than immediate family members" (absent the Fund's power to subpoena said information). Therefore, we believe the definition should exclude mother-in-law, father-in-law, sister-in-law and brother-in-law relationships and should be limited to the relevant person's spouse and to others in the definition of "immediate family member" who live in the relevant person's household (similar to the treatment of beneficial ownership of securities held by family members set forth in Release No. 34-7793, January 19, 1966, which limits beneficial ownership to spouses and minor children.)
2) Specific Disclosures in Proxy Rules and SAI - Security Ownership of Directors/Trustees.
We believe that requiring disclosure of the exact amount of the Fund's securities owned by each Director/Trustee could actually work against the objective of a commonality of interests between Directors/Trustees and shareholders. Directors/Trustees might actually sell shares of the family of funds, rather than disclose the exact amount of substantial holdings currently owned. However, we affirm the principle that Directors/Trustees demonstrate a common interest with shareholders, and we believe that could be accomplished by disclosing a de minimis amount of $50,000 for the fund complex (e.g., "each Trustee has a minimum holding of $50,000 in the fund complex").
3) Exemption From Ratification Requirement For Funds with Independent Audit Committees.
The independent Trustees support the exemption from ratification by shareholders of the selection of a fund's independent public accountant when the fund has an audit committee consisting entirely of independent Directors/Trustees. We agree that the ongoing oversight provided by an independent audit committee can provide greater protection to shareholders than shareholder ratification of the choice of auditor, which occurs infrequently.
Also, we support the interpretation set out in Release No. IC-24083 under the sub-heading, "Positions as Material Business or Professional Relationships," because we understand the interpretation to permit a former interested or inside Director/Trustee to be treated as an independent Director/Trustee provided he or she has not held at any time since the beginning of the last two completed fiscal years of the fund any positions with a Specified Entity (as defined in the Release).
If you have any questions or wish to discuss these comments, please contact the undersigned.
______________________________
JOHN W. CRAIG
On behalf of:
John W. Craig, Independent Trustee
Ronald H. McSwain, Independent Trustee
Kenneth S. Shull, Independent Trustee