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, 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):
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:
382,864 shares / $4,057,522 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:
382,864 shares / $4,057,522 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):
106,236 shares / $1,120,409 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) $ 4,057,522
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 1,120,409
-----------
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable): - 5,518,244
-----------
(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 1/3300
(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 deposit
ory 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________________________
Kevin M. Oates, Treasurer
Date: December 27, 1996
