ORCHARD SERIES FUND
24F-2NT, 2001-01-16
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                           U.S. SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549

                                          FORM 24F-2

                               Annual Notice of Securities Sold
                                    Pursuant to Rule 24f-2


1. Name and Address of Issuer:

             The Orchard Series Fund
             8515 East Orchard Road
             Greenwood Village, Colorado 80111

2. The name of each series or class of  securities  for which this Form is filed
(If the Form is being  filed for all series and  classes  of  securities  of the
issuer, check the box but do not list series or classes): |X|


3.           Investment Company Act File Number:   811-07735

              Securities Act File Number:        333-9217

4(a).       Last day of fiscal year for which this notice is filed:

              October 31, 2000

4(b).  |_|  Check  box if this  Form is being  filed  late  (i.e.,  more than 90
calendar days after the end of the issuers fiscal year). (See Instruction A.2)


4(c). |_| Check box if this is the last time the issuer will be filing this Form


5.         Calculation of registration fee:

           (i)  Aggregate sale price of securities
           sold during the fiscal year pursuant to section
           24(f):                                            $  605,102,196

        (ii)  Aggregate price of securities redeemed or
           repurchased during the fiscal
           year:                                              $(674,529,864)

        (iii) Aggregate price of securities redeemed or
           repurchased during any prior fiscal year ended no
           earlier than October 11, 1995 that were not
           previously used to reduce registration fees payable
           to the
           Commission:
            $ (55,440,628).


         (iv)  Total available redemption credits [add Items 5(ii)
           and
           5(iii)]
            -- $  (729,970,492)

        (v)  Net sales ---- if Item 5(i) is greater than Item 5(iv)
           [subtract Item 5(iv) from Item
           5(i)]:                                                $
           0


        (vi)  Redemption credits available for use in future years   $
        (124,868,296) .
                ----if Item 5(i) is less than Item 5(iv) [subtract
                Item 5(iv) from Item 5(i)]:


        (vii) Multiplier for determining registration fee (see
           Instruction C.
           9):
           X            0.000250

        (viii)  Registration fee due [multiply Item 5(v) by Item
             5(vii)] (enter 0 if no fee is
             due):                                                  $
                                0

6.           Prepaid Shares

If the response to Item 5(i) was determined by deducting an amount of securities
that were registered  under the Securities Act of 1933 pursuant to rule 24e-2 as
in effect before October 11, 1997, then report the amount of securities  (number
of shares or other units) deducted here: N/A . If there is a number of shares or
other units that were registered  pursuant to rule 24e-2 remaining unsold at the
end of the fiscal year for which this form is filed that are  available  for use
by the issuer in future fiscal years, then state that number here: N/A__ .


7.  Interest  due -- if this Form is being filed more than 90 days after the end
of the issuers fiscal year (see Instruction D): + $ 0 .


8. Total of the amount of the  registration  fee due plus any interest due [line
5(viii) plus line 7]: = $ 0 .


9.           Date the registration fee an any interest payment was sent to the
        Commissions lockbox depository

               Method of Delivery:

                             |_| Wire Transfer
                             |_| Mail or other means


                                          SIGNATURES

This  report has been  signed  below by the  following  persons on behalf of the
issuer and in the capacities and on the dates indicated.

By  (Signature and Title)*              /s/ D. G. McLeod
                                        D.G. McLeod, Treasurer

The Orchard Series Fund
Date    01/12/01

*Please print the name and title of the signing officer below the signature.


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