American Century Investments, 45% owned by J.P. Morgan & Co., is probably the only interested party for which the merger with Chase Manhattan Corp. is not a pure wholesale-banking play.

Instead, for the Kansas City, Mo., mutual fund company, the Chase/J.P. Morgan merger is all about retail - the possibility of distributing American Century's funds and retirement programs through Chase's branch network and to its vast roster of consumer and middle-market business customers.

When J.P. Morgan made its $900 million investment in American Century in January 1998, the bank hoped to gain access to American Century's growth investment models and its defined contribution plans, generally considered to be among the best on the market, a New York analyst said.

The goal was to offer Morgan's corporate client base the best of two worlds - its own global institutional investment management operation and a top U.S. retail mutual fund business.

Whatever the combined giant does with its fund divisions, the issues do not appear to be driving the merger. At an analysts' meeting Wednesday, neither American Century nor Vista Funds - Chase's own fund family - were much discussed, said analysts who attended or listened to the session.

Still, by hooking up with Chase, American Century would get access to the retirement business of the bank's many small and midsize commercial customers - a segment that does not figure significantly in Morgan's business constellation.

For this reason, the partnership with Chase could give American Century an expanded market for its 401(k) plans, said David Berry, an analyst at Keefe, Bruyette & Woods Inc. in New York.

Perhaps more important, Chase has roughly 30 million customers in 603 branches. In contrast, Morgan's business is "not set up to handle the multitudes," Mr. Berry said.

Organizationally, bringing together the fund operations of Chase, J.P. Morgan, and American Century is not expected to force many cutbacks - evidence of how little overlap exists between the fund families' missions.

George Gatch, vice president of mutual fund sales and marketing at Morgan, said that the company has had no detailed conversations yet about any combined strategy.

He did note that the American Century, Vista, and J.P. Morgan funds were very diverse, and that there is not likely to be any overlap among the various units.

If aggressively exploited, the combination with Chase could put American Century on a more competitive footing with the likes of Fidelity Investments and Charles Schwab & Co., each of which has an extensive in-house distribution network - incorporating plenty of bricks and plenty of clicks - to push products through.

But the advantage here may be limited: Chase's consumer footprint is more regional than the two brokerages' - and its online presence less well-established.

The real edge for American Century may emerge among middle-market business customers. On this account, the Chase/American Century pairing may eventually resemble the CitiStreet venture formed by Citibank and State Street Corp. last year.

CitiStreet was formed to increase distribution for State Street's defined contribution plans by leveraging Citibank's significant small-business customer base.

Morgan's retirement plans are traditionally defined benefit plans - which are growing much more slowly than defined contribution plans, another rationale behind its investment in American Century.

Chase's potential number of mutual fund investors is likely far short of the total customer base, Mr. Berry said. Many merely use Chase credit cards, and as such are not likely to bite when offered mutual funds, he said.

For now the merger will have no impact on J.P. Morgan's relationship with American Century. An option for J.P. Morgan to buy an additional 5% stake in the company expires in January.

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