Bank mutual fund executives are usually thrilled when a corporate merger brings with it a new batch of fund assets. After all, when it comes to scale, banks still have some catching up to do with their mainstream mutual fund rivals.

So when BankAmerica Corp. decided to put recently acquired Robertson Stephens Investment Management on the market in preparation for its merger with NationsBank Corp., a natural question was, "Why?"

Robertson Stephens manages $4 billion of assets, including $2.4 billion in mutual funds, all investing in stocks-the very category most banks are eager to build. And the family of 12 funds includes several with above- average track records.

"I would think a bank would be thrilled to take on the mutual fund assets," said an investment banker who specializes in asset management deals.

But several factors made the match less appealing than it might appear on the surface, said people close to the decision.

An overriding concern was that Robertson Stephens' investment team would bolt, instantly diminishing the firm's value. And though the funds looked to be an excellent fit for BankAmerica on its own, that assessment changed once NationsBank entered the picture.

When BankAmerica bought the investment firm's parent, Robertson Stephens & Co., last October, its aim was to expand in investment banking. Even so, the asset management unit was to play a prominent role at BankAmerica: Its president, G. Randy Hecht, was named head of BankAmerica's asset management business.

But by the time NationsBank and BankAmerica agreed to merge in April, things looked different. NationsBank owned Robertson Stephens' arch-rival, Montgomery Securities. Robertson Stephens' investment bankers, seeing NationsBank as the driving force in the merger, pushed for a new owner. Last month BankBoston Corp. agreed to buy the firm-minus its mutual fund affiliate.

NationsBank and BankAmerica jointly decided to seek a buyer for the investment firm, and BankAmerica said last week that two investment banks- Putnam, Lovell, deGuardiola & Thornton and Goldman, Sachs & Co.-would evaluate bids. The fund unit is expected to fetch $150 million, though the price will depend on the structure of a deal. For instance, a partial management buyout is an option, people close to the firm said.

When BankAmerica bought Robertson Stephens, the fund business was seen as a complement to its own. Though BankAmerica manages $19.8 billion of mutual funds, more than three-quarters is in money market funds, a low- margin, slow-growth business.

By contrast, BankAmerica's equity fund business is small, at $4.2 billion.

NationsBank's $38.1 billion mutual fund business, on the other hand, includes a better-rounded equity fund lineup with $9.1 billion of assets. The Robertson Stephens Funds did not bring much to the table, observers said.

"Nations has such a mass from a money management standpoint. And with acquisitions, they picked up a lot of talent," an investment banker said.

Other observers said the Robertson Stephens camp saw a chance to escape from the pending bank merger and make money doing so. "One side of the wall saw all their cousins get a nice chunk of cash," said one investment banker.

BankAmerica could have tried to keep Robertson Stephens Investment Management, but there was a real risk that the portfolio managers would simply quit.

A principal of a rival mutual fund company said he has already been approached by a Robertson Stephens portfolio manager looking for marketing help or capital.

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