Securities and Exchange Commission
Washington, D.C. 20549
Rule 24f-2 Notice
for
Registration Under the Securities Act of 1933 of Securities of
Unit Investment Trust Registered on Form N-8B-2
Registrant: Quest for Value's Unit Investment Laddered
Trust Series ("QUILTS"), QUILTS Income--U.S.
Treasury Series 6; QUILTS Asset Builder--U.S.
Treasury Series 7; QUILTS Income--Corporate
Series 1
Registration No. 33-77794
Depositor: Quest for Value Distributors
World Financial Center
225 Liberty Street
New York, New York 10080-6116
under the Investment Company Act of 1940
Form N-8B-2 File No. 811-7440
(i) Fiscal year for which this Notice is filed:
March 31, 1995
(ii) Number or amount of securities of the same class or series, if any,
which had been registered under the Securities Act of 1933 other than
pursuant to Rule 24f-2 under the Investment Company Act of 1940 but
which remained unsold at the beginning of such fiscal year:
None
(iii) Number or aggregate dollar amount of securities, if any, registered
during such fiscal year other than pursuant to Rule 24f-2:
None
(iv) Number or aggregate dollar amount of securities sold during such
fiscal year:
$123,517,902
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(v) Number or aggregate dollar amount of securities sold during such
fiscal year in reliance upon Rule 24f-2:
$123,517,902*
Exhibit: Opinion of Messrs. Battle Fowler LLP
- --------
* The filing fee of $41,713.46 is calculated in accordance
with Rule 24f-2(c) and Section 6(b) of the Securities Act
of 1933 and is based upon the following: the actual
aggregate sales price of the 131,255,859 units sold during
such fiscal year in reliance upon Rule 24f-2 was
$123,517,902; the actual aggregate dollar amount of units
redeemed or repurchased during the fiscal year was
$2,548,880; and the actual aggregate redemption or
repurchase price of such securities previously applied by
the issuer pursuant to Rule 24(e)-2(a) in filings made
pursuant to Section 24(e)(1) was $0.
-2-
276509.1
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SIGNATURE
Pursuant to the requirements of Rule 24f-2, the registrant, Quest
for Value's Unit Investment Laddered Trust Series ("QUILTS"), QUILTS
Income--U.S. Treasury Series 6, QUILTS Asset Building--U.S. Treasury Series 7
and QUILTS Income--Corporate Series 1 has duly caused this Rule 24f-2 Notice
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City and State of New York, on this 26th day of May, 1995.
Quest for Value's Unit Investment
Laddered Trust Series ("QUILTS"),
QUILTS Income--U.S. Treasury Series 6,
QUILTS Asset Builder--U.S. Treasury
Series 7 and QUILTS Income--Corporate
Series 1
(Registrant)
QUEST FOR VALUE DISTRIBUTORS
(Depositor)
By: OPPENHEIMER FINANCIAL CORP., as
Managing Partner of the Depositor
By:
Susan A. Murphy
(Authorized Signatory)
BATTLE FOWLER LLP
A Limited Liability Partnership
Park Avenue Tower
75 East 55th Street
New York, NY 10022
(212) 856-7000
(212) 339-9150
May 26, 1995
Quest for Value Distributors
World Financial Center
225 Liberty Street
New York, New York 10080-6116
Gentlemen:
We have acted as special counsel for Quest for Value Distributors,
as Depositor, Sponsor and Principal Underwriter (collectively the "Depositor")
of Quest for Value's Unit Investment Laddered Trust Series ("QUILTS"), QUILTS
Income - U.S. Treasury Series 6, QUILTS Asset Builder - U.S. Treasury Series 7
and QUILTS Income - Corporate Series 1 (the "Trust") in connection with the
preparation by the Trust of a Rule 24f-2 Notice (the "Rule 24f-2 Notice")
covering the registration of units of fractional individual interest (the
"Units") in the Trust.
In connection with our representation, we have examined copies of
the following documents relating to the creation of the Trust and the issuance
and sale of the Units: (a) the Reference Trust Agreements dated May 17, 1994
(the "Trust Agreements") between the Depositor, The Bank of New York, as
Trustee and for QUILTS Income - Corporate Series 1 only, Kenny S&P Evaluation
Services, a division of Kenny Information Systems, as Evaluator; (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. 33-77794) filed with the Commission pursuant to the Securities Act of 1933
(the "1933 Act"), the "Registration Statement"); (d) the form of final
Prospectus (the "Prospectus") relating to the Units, as filed with
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2
Quest for Value Distributors May 26, 1995
the Commission; (e) certified resolutions of Depositor authorizing the
execution and delivery by it of the Trust Agreements and the consummation of
the transactions contemplated thereby; (f) the Partnership Agreement of the
Depositor; and (g) a certificate of an authorized officer or partner of the
Depositor with respect to certain factual matters contained therein.
We have not reviewed the financial statements, compilation of the
Securities held by the Trust, and other financial data contained in the
Registration Statement and the Prospectus, as to which you have been furnished
with the reports of the accountants appearing in the Registration Statement
and the Prospectus.
In addition, we have assumed the genuineness of all agreements,
instruments and documents submitted to us as originals and the conformity to
originals of all copies thereof submitted to us. We have also assumed the
genuineness of all signatures and the legal capacity of all persons executing
agreements, instruments and documents examined or relied upon by us.
Statements in this opinion as to the validity, binding effect and
enforceability of agreements, instruments and documents are subject: (i) to
limitations as to enforceability imposed by bankruptcy, reorganization,
moratorium, insolvency and other laws of general application relating to or
affecting the enforceability of creditors' rights, and (ii) to limitations
under equitable principles governing the availability of equitable remedies.
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.
Based exclusively upon the foregoing, we are of the opinion that
under existing law the Units of the Trust, the registration of which this
Notice makes definitive, were legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Rule 24f-2 Notice.
Very truly yours,
BATTLE FOWLER LLP
276510.1
