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 issuers:
Reich & Tang Distributors L.P. Gruntal & Co. Incorporated
600 Fifth Avenue 14 Wall Street
New York, New York 10020-2302 New York, New York 10005
2. Name of each series or class of funds for which this notice is filed:
Municipal Securities Trust, Series 52 and Multi-State Series 41
3. Investment Company Act File Number: 811-2868
Securities Act File Number: 33-42466
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 u der 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 375198.1
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9. Number and aggregate sale price of securities sold during the fiscal
year:
361 Shares $388,023.32
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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:
361 Shares $388,023.32
--------------- ----------
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) $ 388,023.32
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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): - 369,533.76
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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): 18,489.56
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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%
----------------------------------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 6.38
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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: to be debited from existing balances
C/M: 11939.0008 375198.1
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SIGNATURES
This report has been signed below by the following persons on behalf
of the issuers and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ PETER J. DEMARCO
-----------------------------------------
Peter J. DeMarco, Authorized Signatory for
Reich & Tang Distributors L.P. and, as
Attorney-in-Fact, for Gruntal & Co.,
Incorporated.
Date: August 23, 1996
* Please print the name and title of the signing officer below the signature.
C/M: 11939.0008 375198.1
(212) 856-6853
(212) 856-7816
August 23, 1996
Reich & Tang Distributors L.P.
600 Fifth Avenue
New York, New York 10020
Gruntal & Co., Incorporated
14 Wall Street
New York, New York 10005
Gentlemen:
We have acted as special counsel to Reich & Tang Distributors L.P.
and Gruntal & Co., Incorporated as Depositors, Sponsors and Principal
Underwriters (collectively, the "Depositors") of Municipal Securities Trust,
Series 52 and Multi-State Series 41 (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 September 25,
1991 (the "Trust Agreement") among the Depositors, 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. 33-42466) filed with the
Commission pursuant to the
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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 each of the
Depositors authorizing the execution and delivery by the Depositors of the
Trust Agreement and the consummation of the transactions contemplated thereby;
and (f) the Certificates of Incorporation and By-Laws, as amended to date, of
each of the Depositors, each certified to by an authorized officer of each of
the Depositors 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 each of 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
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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 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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