U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form
before preparing Form. Please
print or type.
1. Name and address of issuer:
OCC Distributors
Two World Financial Center
225 Liberty Street
New York, New York 10281
2. Name of each series or class of funds for which this notice is filed:
Qualified Unit Investment Liquid Trust Series ("QUILTS"), QUILTS Asset
Builder - U.S. Treasury Series 15, QUILTS Laddered Income - U.S. Treasury
Series 16, QUILTS Laddered Income - U.S. Treasury Series 17 and QUILTS
Laddered Income - Corporate Bond Series 2
3. Investment Company Act File Number: 811-7442
Securities Act File Number: 33-62647
4. Last day of fiscal year for which this notice is filed: June 30, 1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
/ /
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see instruction A.6):
Not Applicable
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7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal
year:
26,384,708 Units $26,384,708
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
26,384,708 Units $26,384,708
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
Not Applicable
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12. Calculation of registration fee:
<S> <C>
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $26,384,708.00
-----------------------------
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): +
-----------------------------
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable): -
-----------------------------
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to rule
24e-2 (if applicable): +
-----------------------------
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)] (if applicable):
-----------------------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see instruction C.6): x 1/3300
-----------------------------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 7,995.37
-----------------------------
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Instruction: Issuers should complete lines (ii), (iii), (iv) and (v)
only if the form is being filed within 60 days after the close of the
issuer's fiscal year. See instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
/X/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
December 18, 1996
Exhibit: Opinion of Messrs. Battle Fowler LLP
SIGNATURES
This report has been signed below by the following pe sons on behalf of
the issuer and in the capacities and on the dates indicated.
OCC DISTRIBUTORS
(Issuer)
By: OPPENHEIMER FINANCIAL
CORP., as Managing Partner of the
Issuer
By (Signature and Title)* /s/ SUSAN A. MURPHY
____________________________________
Susan A. Murphy, Authorized Signatory
Date: December 19, 1996
* Please print the name and title of the signing officer below the signature.
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BATTLE FOWLER LLP
A LIMITED LIABILITY PARTNERSHIP
75 East 55th Street
New York, New York 10022
(212) 856-7000
December 20, 1996
OCC Distributors
Two World Financial Center
225 Liberty Street
New York, New York 10281
Gentlemen:
We have acted as special counsel to OCC Distributors, formerly Quest
for Value Distributors, as Depositor, Sponsor and Principal Underwriter (the
"Depositor") of Qualified Unit Investment Liquid Trust Series ("QUILTS"), QUILTS
Asset Builder - U.S. Treasury Series 15, QUILTS Laddered Income - U.S. Treasury
Series 16, QUILTS Laddered Income - U.S. Treasury Series 17 and QUILTS Laddered
Income - Corporate Bond Series 2 in connection with the preparation by the
Trusts of a Rule 24f-2 Notice (the "Rule 24f-2 Notice") covering the
registration of units of fractional undivided interest (the "Units") in the
Trusts.
In connection with our representation, we have examined copies of
the following documents relating to the creation of the Trusts and the issuance
and sale of the Units: (a) the Reference Trust Agreements dated September 21,
1995 (the "Trust Agreements") among the Depositor and The Chase Manhattan Bank
(National Association), as Trustee and Evaluator (with respect to the Treasury
Trusts only) and Kenny S&P Evaluation Services, as Evaluator (with respect to
the Corporate Trust only); (b) the Notification of Registration on Form N-8A and
the Registration Statement on Form N- 8B-2, as amended, relating to the Trust,
as filed with the Securities and Exchange Commission (the "Commission") pursuant
to the Investment Company Act of 1940 (the "1940 Act"); (c) the Registration
Statement on Form S-6 (File No. 33-62647) filed with the Commission pursuant to
the Securities Act of 1933 (the "1933 Act") and Amendment No. 1 thereto (said
Registration Statement, as amended by said Amendment No. 1, being herein called
the "Registration Statement") and all subsequent Post-Effective Amendments to
the Registration Statement as filed with the Commission; (d) the form of final
Prospectus (the "Prospectus")
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relating to the Units, as filed with the Commission; (e) certified resolutions
of the Executive Committee of the Depositor authorizing the execution and
delivery by the Depositor of the Trust Agreement and the consummation of the
transactions contemplated thereby; and (f) the Certificate of Incorporation and
By-Laws, as amended to date, of the Depositor, each certified to by an
authorized officer of the Depositor as of a recent date.
In rendering this opinion we have assumed the genuineness of all
signatures, the authenticity and completeness of all documents, certificates and
instruments submitted to us as originals, the conformity with the originals of
all documents, certificates and instruments submitted to us as copies and the
legal capacity to sign of all individuals executing such documents, certificates
and instruments.
We have assumed that each party has duly authorized, executed and
delivered the Trust Agreements, Registration Statement and other instruments,
certificates, agreements, documents executed in connection with the transactions
contemplated thereby (collectively "UIT Documents") to which it is a party.
We have assumed that each party is duly qualified and has full power
and authority to perform its obligations under the UIT Documents and the
transactions contemplated by the UIT Documents.
We have assumed that each party complied with all orders, rules,
regulations applicable to it or in connection with the UIT Documents or the
transactions contemplated thereby. We have further assumed that no party to the
transaction contemplated by the UIT Documents is subject to any statute, rule or
regulation, or to any impediment to which contracting parties are not generally
subject, which requires such party to obtain the authorization or consent of, or
to register or make a declaration or filing with, or inquiry of any governmental
agency or regulatory authority.
Based on such examination and assumptions, we are of the opinion
that the Units, the registration of which this Notice makes definitive, when
sold by the Depositor and purchased and paid for by the Unitholder, duly
executed, authenticated and delivered in accordance with the Trust Agreements
and the Registration Statement relating to such Units, the Units were (i)
validly issued, fully paid and nonassessable and (iii) legal, valid and binding
obligations of the Trusts, and the holders of the Units are entitled to the
benefits of the related Trust Agreement, except as enforcement thereof may be
limited by applicable bankruptcy, insolvency, reorganization, arrangement,
fraudulent conveyance, moratorium or other laws relating to or affecting the
enforcement of creditors' rights generally and general principles of equity
regardless of whether such enforceability is considered in a proceeding in
equity or at law.
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We are not admitted to the practice of law in any jurisdiction but
the State of New York and we do not hold ourselves out as experts in or express
any opinion as to the laws of other states or jurisdictions except as to matters
of Federal and Delaware corporate law.
We hereby consent to the filing of this opinion as an exhibit to the
Rule 24f-2 Notice.
Very truly yours,
BATTLE FOWLER LLP
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