WHATIFI FUNDS
N-8A, 1999-12-22
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form N-8A

                          NOTIFICATION OF REGISTRATION
                     FILED PURSUANT TO SECTION 8 (a) OF THE
                         INVESTMENT COMPANY ACT OF 1940



                  The  undersigned   investment   company  hereby  notifies  the
Securities and Exchange  Commission  that it registers under and pursuant to the
provisions  of Section 8 (a) of the  Investment  Company Act of 1940, as amended
and in connection with such  notification of registration  submits the following
information:



Name   whatifi Funds

Address of Principal Business Office (No. and Street,
City, State and Zip Code):

                                               whatifi Funds
                                               790 Eddy Street
                                               San Francisco, California  94109

Telephone Number (including area code):  (415) 929-5960

Name and address of agent for service of process:

                                                David M. Leahy
                                                Sullivan & Worcester LLP
                                                1025 Connecticut Avenue, N.W.
                                                Washington, D.C.  20036
Check Appropriate Box:

         Registrant is filing a Registration Statement pursuant to Section 8 (b)
of the Investment  Company Act of 1940, as amended  concurrently with the filing
of Form N- 8A:

                  YES  X                                      NO


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                                                    SIGNATURES



Pursuant to the requirements of the Investment  Company Act of 1940, as amended,
the Registrant has caused this notification of registration to be duly signed on
its behalf in  Washington,  District of  Columbia  on the 22nd day of  December,
1999.





                                              whatifi Funds
                                              (Name of Registrant)



                                               By /s/David M. Leahy
                                                  David M. Leahy
                                                  Trustee


Attest: /s/Lisa J. Bond
         Lisa J. Bond
         Secretary


         The name whatifi  Funds is the  designation  of the Trustees  under the
Declaration of Trust, dated December 15, 1999, as amended from time to time. The
Certificate  of Trust has been filed with the Secretary of State of the State of
Delaware.  The  obligations  of the Trust are not  personally  binding upon, nor
shall  resort  be  had  to,  the  private  property  of  any  of  the  Trustees,
shareholders,  officers,  employees or agents of the Trust, but only the Trust's
property shall be bound.






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