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 10080-6116
2. Name of each series or class of funds for which this notice is filed:
Quest for Value's Unit Investment Laddered Trust Series ("QUILTS"),
QUILTS Income - U.S. Treasury Series 8, QUILTS Asset Builder - U.S.
Treasury Series 9, QUILTS Income - U.S. Treasury Series 10 and QUILTS
Asset Builder - U.S. Treasury Series 11
3. Investment Company Act File Number: 811-7442
Securities Act File Number: 33-88060
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
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:
179,188,451 Units $173,079,784.04
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
179,188,451 Units $173,079,784.04
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> <C>
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $173,079,784.04
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + -0-
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(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable): - 24,775,492.18
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(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-
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(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): 148,304,291.86
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see instruction C.6): x 1/29%
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 51,139.41
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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/
Exhibit: Opinion of Messrs. Battle Fowler LLP
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 28, 1996/February 29, 1996
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: February 28, 1996
* Please print the name and title of the signing officer below the signature.
C/M: 11205.0005 343292.1
Battle Fowler LLP
A Limited Liability Partnership
Park Avenue Tower
75 East 55th Street
New York, New York 10022
February 28, 1996
OCC Distributors
Two World Financial Center
225 Liberty Street
New York, New York 10080-6116
Gentlemen:
We have acted as special counsel to OCC Distributors, formerly
Quest for Value Distributors, as Depositor, Sponsor and Principal Underwriter
(the "Depositor") of Quest For Value's Unit Investment Laddered Trust Series
("QUILTS"), QUILTS Income -- U.S. Treasury Series 8, QUILTS Asset Builder --
U.S. Treasury Series 9, QUILTS Income -- U.S. Treasury Series 10, QUILTS Asset
Builder --U.S. Treasury Series 11 (the "Trusts") 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
January 25, 1995 (the "Trust Agreements") among the Depositor and The Bank of
New York, as Trustee and 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. 33-88060) 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 Depositor authorizing
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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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