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 Income- U.S. Treasury Series 19, QUILTS Income - U.S.
Treasury Series 20, QUILTS Asset Builder - U.S. Treasury
Series 21
3. Investment Company Act File Number: 811-7442
Securities Act File Number: 333-08275
4. Last day of fiscal year for which this notice is filed: June 30, 1997
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
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
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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:
18,922,118 Units $18,667,009.30
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
18,922,118 Units $18,667,009.30
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
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2
(from Item 10): $18,667,009.30
--------------
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 0
--------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 6,133,290.54
--------------
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable): + 0
--------------
(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): 12,533,718.76
--------------
(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)]: $ 3,798.10
--------------
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:
August 28, 1997
Exhibit: Opinion of Messrs. Battle Fowler LLP
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.
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: August 29, 1997
* 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
August 29, 1997
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
Income-U.S. Treasury Series 19, QUILTS Income-U.S. Treasury Series 20 and QUILTS
Asset B ilder-U.S. Treasury Series 21 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 July 24, 1996 (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. 333-08275) 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") relating to the Units, as filed with the
Commission; (e) certified resolutions of the Executive Committee of the
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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 obli
gations 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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