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 46th Discount Series and Series 19
3. Investment Company Act File Number: 811-2868
Securities Act File Number: 33-27705
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
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
C/M: 11939.0008 339730.1
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9. Number and aggregate sale price of securities sold during the
fiscal year:
129 Shares $ 107,797.56
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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:
129 Shares $ 107,797.56
-------------------- ------------
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
<TABLE>
<CAPTION>
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) $ 107,797.56
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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): - 440,680.44
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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
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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)]: $ 0
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</TABLE>
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.
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 339730.1
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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)* _____________________________________
Peter J. DeMarco, Authorized Signatory
Date: February 26, 1996
* Please print the name and title of the signing officer below the signature.
C/M: 11939.0008 339730.1
Battle Fowler LLP
A Limited Liability Partnership
Park Avenue Tower
75 East 55th Street
New York, N.Y. 10022
February 28, 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, 46th Discount Series and Series 19 (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 May 4, 1988
(the "Trust Agreement") among the Depositor, The Chase Manhattan Bank, N.A.,
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 (the "1940 Act"); (c) the Registration
Statement on Form S-6 (File No. 33-27705) 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 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
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date, of the Depositor, each certified to by an authorized officer
of the Depositor as of a recent date.
We have also examined the Application for an Order of Exemption
from certain provisions of Sections 11(a) and 11(c) of the 1940 Act, which has
been filed with the Commission by the Depositor and Gruntal & Co.,
Incorporated; Equity Securities Trust (Series 1, Signature Series, Gabelli
Communications Income Trust 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 November 12, 1992 and as amended
thereafter and the related Exemptive Order (IC- 20729) issued by the
Commission on November 22, 1994.
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.
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
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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
343328.1
