UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
VLC Trust (formerly Ocean State Tax-Exempt Fund)
One Regency Plaza, Suite One, Providence, RI 02903
2. Name of each series or class of funds for which this notice
is filed:
Ocean State Tax-Exempt Fund
3. Investment Company Act File Number: 811-4788
Securities Act File Number: 33-7788
4. Last day of fiscal year for which this notice is filed:
October 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):
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:
0
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the
fiscal year:
259,900 shares / $2,697,652 aggregate sales price
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
259,900 shares / $2,697,652 aggregate sales price
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):
108,243 shares / $1,119,237 aggregate sales price
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from item 10) $ 2,697,652
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 1,119,237
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable): - 3,816,889
(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
(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 1/2900
(vii) Fee due [line (i) or line (v)
multiplied by line (vii)]: 0
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). ____
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: No Fee Required
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/Kevin M. Oates, Treasurer
Kevin M. Oates, Treasurer
Date: December 27, 1995
December 26, 1995
VLC Trust
One Regency Plaza
Providence, RI 02903
Re: Form 24F-2 Annual Notice of Securities Sold Pursuant to
Rule 24f-2
Gentlemen:
In connection with the filing by VLC Trust (formerly Ocean
State Tax-Exempt Fund) (the "Trust") of Form 24F-2, Annual Notice
of Securities Sold Pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended (the "Act") for the Trust's fiscal
year ended October 31, 1995, you have requested that the
undersigned provide the necessary legal opinion as required by said
Rule.
In accordance with Rule 24f-2, the Trust has registered an
indefinite number of shares of beneficial interest, $.01 par value,
under the Securities Act of 1933. The purpose of the Form 24F-2
Annual Notice is to make definite the registration of the following
shares of the Trust sold in reliance upon the Rule during the
fiscal year ended October 31, 1995.
Ocean State Tax-Exempt Fund Shares: 368,143
This firm serves as counsel to the Trust. We have examined
copies of the Trust's Agreement and Declaration of Trust, as
amended, its By-Laws, votes adopted by its Trustees, and such other
records and documents as we have deemed necessary for purposes of
this opinion. Further, we have examined a Certificate of Treasurer
of the Trust to the effect that the Trust received the cash
consideration for each of the Shares in accordance with the
aforementioned charter documents and votes.
On the basis of the foregoing, and assuming all of the Shares
were sold in accordance with the terms of the Trust's Prospectus in
effect at the time of sale, it is our opinion that the Shares were
legally issued, fully paid and non-assessable.
VLC Trust
December 26, 1995
Page Two
This opinion is for the limited purposes expressed above and
should not be deemed to be an expression of opinion as to
compliance with the Securities Act of 1933, the Investment Company
Act of 1940 or applicable state "blue sky" or securities laws in
connection with the sales of the Shares.
Very truly yours,
HINCKLEY, ALLEN & SNYDER
