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:
Reich & Tang Distributors L.P.
600 Fifth Avenue
New York, New York 10020-2302
2. Name of each series or class of funds for which this notice is filed:
Insured Municipal Securities Trust, 40th Discount Series and
Series 13
3. Investment Company Act File Number: 811-2868
Securities Act File Number: 33-25192
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
7. Number nd 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
C/M: 11939.0008 375310.1
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9. Number and aggregate sale price of securities sold during the fiscal
year:
63 Shares $43,501.50
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
63 Shares $43,501.50
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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:
<TABLE>
<S> <C> <C>
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10) $ 43,501.50
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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): - 395,828.10
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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): 0
----------------------------------
(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)]: $ 0
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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.
</TABLE>
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). / /
Exhibit: Opinion of Messrs. Battle Fowler LLP
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
C/M: 11939.0008 375310.1
<PAGE>
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/ PETER J. DEMARCO
--------------------------------------
Peter J. DeMarco, Authorized Signatory
Date: August 23, 1996
* Please print the name and title of the signing officer below the
signature.
C/M: 11939.0008 375310.1
BATTLE FOWLER LLP
A LIMITED LIABILITY PARTNERSHIP
75 East 55th Street
New York, New York 10022
(212) 856-7000
(212) 856-6853
(212) 856-7816
August 23, 1996
Reich & Tang Distributors L.P.
600 Fifth Avenue
New York, New York 10020
Gentlemen:
We have acted as special counsel to Reich & Tang Distributors
L.P. as Depositor, Sponsor and Principal Underwriter (the "Depositor") of
Insured Municipal Securities Trust, 40th Discount Series and Series 13 (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
undivided 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 Agreement dated
December 1, 1988 (the "Trust Agreement") among the Depositor, The Chase
Manhattan Bank, as Trustee, and Kenny S&P Evaluation Services, a division of
J.J. Kenny Co., Inc., 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, as amended (the
"1940 Act"); (c) the Registration Statement on Form S-6 (File No. 33-25192)
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
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"Prospectus") 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.
We have examined the Application for Orders of Exemption from
certain provisions of Sections 14(a) and 22(d) of the 1940 Act and Rules 19b-1
and 22c-1 thereunder, and the First Amendment thereto. In addition, we have
examined the Application for an Order of Exemption from certain provisions of
Sections 11(a) and 11(c) of the 1940 Act, and the First Amendment thereto,
which has been filed with the Commission by the Depositor; Equity Securities
Trust (Series 1, Signature Series and Subsequent Series), Mortgage Securities
Trust (CMO Series 1 and Subsequent Series), Municipal Securities Trust, Series
1 (and Subsequent Series) (including Insured Municipal Securities Trust, Series
1 (and Subsequent Series and 5th Discount Series and Subsequent Series)); New
York Municipal Trust (Series 1 and Subsequent Series); and A Corporate Trust
(Series 1 and Subsequent Series) on July 19, 1996.
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 Agreement, 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.
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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 Agreement
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 Trust, 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.
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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