NationsBank Corp.'s planned acquisition of Boatmen's Bancshares would create the country's third-largest bank mutual fund complex, with a geographic reach rivaling some national fund brands'.

After completing the Boatmen's deal, NationsBank would boast a trust and asset management division with $111 billion of assets under discretionary management, making its the sixth-largest bank-owned asset management business in North America. The merged banks would have more than $23 billion of proprietary mutual fund assets, pushing ahead of Wells Fargo & Co. and trailing only Pittsburgh-based giants PNC Bank Corp. and Mellon Bank Corp.

This kind of scale is expected to provide more money for marketing and promotion, fueling NationsBank's ambitious mutual fund efforts. But marrying the $18.3 billion-asset Nations funds and the $6.1 billion-asset Pilot funds may prove trickier than other, similar consolidations, several observers said.

One stumbling block would be the divergent retail strategies of the two institutions.

NationsBank began selling its funds without sales charges, or loads, in January. For customers who seek advice, NationsBank offers a share class that carries a 50-basis-point contingent sales fee for one year.

In addition, NationsBank has announced plans to raise the retail ante further by launching a no-load mutual fund supermarket, carrying funds from more than 20 companies and its own, beginning this month.

Boatmen's, by contrast, has followed the traditional course of selling retail funds through bank brokers. While NationsBank had $16.2 billion of assets in retail funds, Boatmen's had only $49 million in retail shares at June 30, according to Lipper Analytical Service, Summit, N.J.

Nevertheless, the existing Boatmen's program would force NationsBank to consider "anew whether they'll have dual structures," said Geoffrey H. Bobroff, a mutual fund consultant in East Greenwich, R.I.

Pushing both proprietary load and no-load funds in the retail channel would be an "administrative nightmare," Mr. Bobroff said. He predicted that NationsBank would stick with its no-load strategy.

Another imposing hurdle would be consolidating Boatmen's 14 funds with NationsBank's sprawling 44-fund complex - which Mr. Bobroff said is already overdue for pruning.

In addition, Boatmen's has yet to fully digest the fund family of its recent acquisition Fourth Financial Corp., Wichita, Kan., which has nearly $750 million of assets, a Boatmen's executive said.

But NationsBank's overwhelming lead in investment product sales will almost certainly carry the day, one consultant said.

"As big as Boatmen's is, it really will not be a factor in how Nations is going to operate except to divert attention of senior management in the funds group," said Richard Ross, an investment products marketing consultant based in Glencoe, Ill.

A likely casualty of the merger will be the roles of Bisys Group, Little Falls, N.J., as administrator and distributor for the Boatmen's funds.

NationsBank, with twice the assets and the upper hand in management, is likely to shift the business to Stephens Inc., its distributor and co- administrator. NationsBank shares some administration tasks with First Data Corp.'s shareholder services group.

"I can't imagine they'll stay with Bisys," said John Pelletier, general counsel at Funds Distributor, Boston. "The minnow is not going to swallow the whale."

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