Suddenly, the Investment Company Institute's board of governors is awash in bankers.

Five of the 46 seats on the mutual fund trade group's governing body are now occupied by bankers, up from two as recently as October and none three years ago.

The latest addition is J. Richard Carnall, chairman of the financial services group at PNC Bank Corp. He was named last month to fill a former board member's unexpired term.

Two board members were recently reclassified as bankers - one because of a recent job change, the other because his company was acquired by a bank. They are Stephen H. Hopkins, who recently joined J.P. Morgan & Co. from Goldman, Sachs & Co., and Daniel Maclean 3d, of Dreyfus Corp., now a subsidiary of Mellon Bank Corp.

Two others - Leonard M. Spalding Jr. of Chase Manhattan Corp. and Mark Williamson of NationsBank Corp. - each have served on the institute's board for nearly three years. initial cap t:

The trade group has drawn some flak in recent years for being slow to admit bankers to its leadership ranks. But Matthew P. Fink, the institute's president, said the trade group wasn't reacting to such criticism when it beefed up the board.

"There's no quota system," Mr. Fink said. Rather, he explained, "banks are about 10% to 15% of the industry, and they are getting more active in industry affairs."

Indeed, Mr. Fink said, of 120 banks that sponsor mutual funds, 100 are members of the institute. Together, they oversee 90% of the $305.5 billion in fund assets managed by banks. initial cap m:

Mr. Williamson of NationsBank said assimilation of banks into the institute's membership underscores how the trade group has been "proactively reaching out to address bank issues."

"Three years ago, when Len (Spalding) and I got involved, it was a bit of an experiment," Mr. Williamson added.

For his part, Mr. Fink acknowledges that banks have quietly become an important force in the trade group, which used to spar furiously with banks over securities powers.

"It seems to me the other day I was fighting them all," Mr. Fink joked. "Now they're my bosses."

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Securities analyst Richard K. Strauss, who tracks money management firms for Goldman, Sachs & Co., is dashing cold water on the idea that mutual fund sales through banks are history now that deposit yields are rising.

"This disintermediation was not just an interest rate phenomenon," Mr. Strauss said in a telephone interview. "People are becoming more sophisticated and savvy about investing."

Last week, Mr. Strauss initiated stock coverage of Franklin Resources Inc., a top seller of funds through banks.

"In an optimal interest rate environment, all banks are going to be an excellent distribution means for a company like Franklin," he said. "In a tougher rate environment, you're still going to see some banks that are very committed because they have made a significant investment in this area."

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