UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
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OMB Number: 3235-0157
Expires: August 31, 2013
Estimated average burden
hours per response.....……... 3
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I.
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General Identifying Information
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1.
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Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above):
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2.
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Name of fund: PayPal Funds
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3.
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Securities and Exchange Commission File No.: 811-09381
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4.
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Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?
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5.
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Address of Principal Executive Office (include No. & Street, City, State, Zip Code):
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6.
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Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form:
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cc:
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David A. Hearth, Esq.
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Paul Hastings LLP
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55 Second Street, 24th Floor
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San Francisco, CA 94105
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(415) 856-7000
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7.
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Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
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8.
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Classification of fund (check only one):
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9.
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Subclassification if the fund is a management company (check only one):
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10.
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State law under which the fund was organized or formed (e.g., Delaware, Massachusetts):
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11.
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Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund’s contracts with those advisers have been terminated:
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12.
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Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund’s contracts with those underwriters have been terminated:
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13.
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If the fund is a unit investment trust (“UIT”) provide: Not Applicable.
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(a)
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Depositor’s name(s) and address(es):
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(b)
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Trustee’s name(s) and address(es):
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14.
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Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)?
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15.
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(a) Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?
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(b)
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Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?
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II.
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Distributions to Shareholders
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16.
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Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?
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(a)
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If Yes, list the date(s) on which the fund made those distributions: August 1, 2011
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(b)
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Were the distributions made on the basis of net assets?
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(c)
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Were the distributions made pro rata based on share ownership?
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(d)
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If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated:
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(e)
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Liquidations only:
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17.
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Closed-end funds only: Not applicable.
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18.
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Has the fund distributed all of its assets to the fund’s shareholders?
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(a)
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How many shareholders does the fund have as of the date this form is filed?
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(b)
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Describe the relationship of each remaining shareholder to the fund:
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19.
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Are there any shareholders who have not yet received distributions in complete liquidation of their interests?
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III.
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Assets and Liabilities
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20.
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Does the fund have any assets as of the date this form is filed? (See question 18 above)
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(a)
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Describe the type and amount of each asset retained by the fund as of the date this form is filed:
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(b)
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Why has the fund retained the remaining assets?
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(c)
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Will the remaining assets be invested in securities?
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21.
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Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities?
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(a)
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Describe the type and amount of each debt or other liability:
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(b)
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How does the fund intend to pay these outstanding debts or other liabilities?
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IV.
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Information About Event(s) Leading to Request For Deregistration
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22.
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(a) List the expenses incurred in connection with the Merger or Liquidation:
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(i)
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Legal expenses: $30,000
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(ii)
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Accounting expenses: $25,000
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(iii)
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Other expenses (list and identify separately):
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(iv)
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Total expenses (sum of lines (i)-(iii) above): $65,000
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(b)
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How were those expenses allocated?
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(c)
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Who paid those expenses?
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(d)
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How did the fund pay for unamortized expenses (if any)?
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23.
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Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?
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V.
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Conclusion of Fund Business
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24.
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Is the fund a party to any litigation or administrative proceeding?
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25.
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Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?
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VI.
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Mergers Only
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26.
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(a) State the name of the fund surviving the Merger:
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(b)
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State the Investment Company Act file number of the fund surviving the Merger: 811-___________
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(c)
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If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed:
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(d)
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If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as an exhibit to this form.
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/s/ Omar Paz
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Name: Omar Paz
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Title: Treasurer and Chief Financial Officer
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