-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ML5c/bb5DdRvZBuuWowGnnTx738llPkm3S1vPZToUap4I/+fgF75aCFGW4jMhjwj O0DJyW3AQ+gmF3Zpd7y5Jg== 0000910647-05-000200.txt : 20050707 0000910647-05-000200.hdr.sgml : 20050707 20050707093330 ACCESSION NUMBER: 0000910647-05-000200 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050530 FILED AS OF DATE: 20050707 DATE AS OF CHANGE: 20050707 EFFECTIVENESS DATE: 20050707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VLC TRUST CENTRAL INDEX KEY: 0000798524 IRS NUMBER: 056080569 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-04788 FILM NUMBER: 05942401 BUSINESS ADDRESS: STREET 1: ONE REGENCY PLZ STE ONE CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: 4014211411 MAIL ADDRESS: STREET 1: ONE REGENCY PLAZA STREET 2: STE ONE CITY: PROVIDENCE STATE: RI ZIP: 02903 N-CSR 1 ocea-apr.txt FORM N-CSR FOR APRIL 30, 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-4788 VLC TRUST (Exact name of registrant as specified in charter) ONE REGENCY PLAZA, PROVIDENCE, RHODE ISLAND 02903 (Address of principal executive offices) MARGARET D. FARRELL, ESQ. SECRETARY HINCKLEY, ALLEN & SNYDER LLP 1500 FLEET CENTER PROVIDENCE, RHODE ISLAND 02903 (Name and address of agent for service) Registrant's telephone number, including area code: (401) 421-1411 Date of fiscal year end: October 31 Date of reporting period: April 30, 2005 Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N- CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. - ----------------------------------------------------------------------- ITEM 1 The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1) OCEAN STATE TAX EXEMPT FUND [LOGO] REPORT OF THE PRESIDENT April 30, 2005 When will the Federal Reserve stop raising short-term interest rates? Why are longer-term rates falling while short-term rates have risen? How will this environment effect my holdings in the Ocean State Tax Exempt Fund ("the Fund")? The Federal Reserve has stated that the campaign to lift its interest rate target is an ongoing process. Chairman Alan Greenspan testified at a recent Congressional hearing that the Federal Reserve will keep to a "measured" pace of rate increases. However, even Mr. Greenspan was surprised by falling long-term rates remarking that it was a "conundrum" because, historically, long rates generally rise when short rates are increased. These rising short rates and declining long rates are creating what's commonly known as a "flattening" of the yield curve, making it relatively unattractive for investors to purchase long-term securities because they receive little or no additional income for their heightened risk. Many factors have created this situation. Inflation has remained low with a comfortably growing economy and a stronger dollar promoting a reduction in import costs. Inflation is feared as it can erode the value of a bond's fixed-coupon payment. Foreign investors have had a strong appetite for relatively higher yielding U.S. debt investments, keeping longer-term yields down. Foreign governments buy our debt to keep their currency in balance with the dollar. Investors, skeptical of prospects for the stock market, may be choosing bonds to "invest conservatively" after allowing their equity asset allocations to swell over the past few years. Also, some market observers speculate that we may be settling into an extended period of low rates. Ocean State Tax Exempt Fund aims to strike a balance between risk and return. The investment objective of the Fund is preservation of principal with a high level of current income exempt from Rhode Island and Federal taxes for Rhode Island investors. With the Ocean State Tax Exempt Fund we take a long-term approach to investing, regardless of the market environment. Also, for those investors in higher income tax brackets the avoidance of income taxes should be an integral part of their investment strategy. As a shareholder, the Ocean State Tax Exempt Fund can help you attain these objectives. Very truly yours, /s/ Alfred B. Van Liew Alfred B. Van Liew President and Chairman of the Board of Trustees OCEAN STATE TAX EXEMPT FUND INVESTMENT PERFORMANCE REVIEW as of April 30, 2005 (unaudited)
Prior November 1, 2004 Fiscal Year November 1, 2000 November 1, 1995 through Ended through through April 30, 2005 October 31, 2004 April 30, 2005 April 30, 2005 ---------------- ---------------- ---------------- ---------------- Total Rate of Return (b) Based on: Net Asset Value 1.16% 3.55% 4.74% 4.77% Offering Price (6.96)% (0.62)% 3.87% 4.34% As of As of April 30, 2005 October 31, 2004 -------------- ---------------- 30-day Current Yield Based on: Net Asset Value 3.39% 3.30% Offering Price 3.26% 3.16% 30-day Tax-Equivalent Yield (a) Based on: Net Asset Value 5.80% 5.58% Offering Price 5.57% 5.34%
The Ocean State Tax Exempt Fund has placed a high priority on capital preservation while at the same time striving for competitive after-tax investment returns. The Fund has maintained the weighted average maturity of the portfolio at 11.8 years as of April 30, 2005. The average quality rating of the investments, in the following table was Aaa/AAA (Moody's and Standard & Poor's bond rating services). Portfolio Quality Analysis
% of Total Portfolio -------------------- as of as of Rating 4/30/05 10/31/04 ------ ------- -------- Aaa/AAA 72.01% 73.32% Aa/AA 26.10% 24.94% A 1.89% 1.74% Baa/BBB 0% 0% Not Rated 0% 0%
The Fund will continue its policy of seeking the highest tax advantaged yields available, consistent with maintaining quality and diversification objectives. (a) For 2005, shareholders were subject to a maximum Federal tax rate of 35% and a Rhode Island tax rate of 9.90% of Federal taxable income. All dividend income is exempt from local, state and Federal taxes for Rhode Island residents. Capital gains taxes will apply to any distributed capital gains. (b) Past performance is no guarantee of future results. Total return does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The offering price reflects a maximum sales charge of 4.00%. 2 Fund Expenses Borne by Shareholders During the Period from November 1, 2004 through April 30, 2005. As a shareholder of the fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on certain purchase payments, and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, November 1, 2004 through April 30, 2005. Actual Expenses The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Hypothetical Example for Comparison Purposes The second line in the table provides information about hypothetical account values and hypothetical expenses based on the fund's actual expenses ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use the information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Expenses Table Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Expenses Annualized Beginning Ending Paid During Expense Account Value Account Value* Period** Ratio 11/1/04 4/30/05 11/1/04-4/30/05 ---------- ------------- -------------- --------------- Actual 1.29% $1,000 $1,012 $6.52 Hypothetical 1.29% $1,000 $1,025 $6.57 * Ending account value reflects the ending account value assuming the actual return per year before expenses (Actual) and a hypothetical 5% return per year before expenses (Hypothetical). ** Expenses paid is equal to the annualized expense ratio for the most recent 6 month period, as shown above, multiplied by the average account value over the period multiplied by the number of days in the period divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads) or redemption fees. If these transaction costs had been included, your costs would have been higher.
3 STATEMENT OF ASSETS AND LIABILITIES as of April 30, 2005 (unaudited) ASSETS Investments at value (identified cost $27,536,613) (Note 1A) $28,839,779 Cash 271,418 Interest receivable 353,095 Prepaid expense 42,017 ----------- Total Assets $29,506,309 LIABILITIES Distribution payable to shareholders $ 40,745 Accrued management fees 14,470 Payable for Capital Stock Redeemed 10,197 ----------- Total Liabilities $ 65,412 =========== Net Assets $29,440,897 =========== Net Assets consist of: Shares of beneficial interest at par ($.01/share) $ 28,500 Additional paid-in capital 28,086,951 Accumulated net realized gain on investment transactions 94,104 Distributions in excess of net investment income (71,824) Net unrealized appreciation of investments 1,303,166 ----------- Total-Representing Net Assets at Value for 2,849,979 Shares Outstanding $29,440,897 =========== Computation of Net Asset Value & Offering Price: Net Assets $29,440,897 Divided by number of shares outstanding 2,849,979 Net asset value $ 10.33 =========== Offering price $ 10.76 ===========
See Notes to Financial Statements. 4 OCEAN STATE TAX EXEMPT FUND STATEMENT OF OPERATIONS For the period ended April 30, 2005 (unaudited) Investment Income Interest income (Note 1B) $ 711,071 Expenses: Adviser fees (Note 2) $ 52,568 Administrator fees (Note 2) 37,549 Transfer agent fees 25,123 Auditing fees 20,000 Legal fees and expenses 19,931 Trustees fees and expenses 12,000 Distribution expenses (Note 5) 10,149 Custody 10,476 Shareholder reports 3,643 Pricing fees 1,249 Miscellaneous expenses 1,315 Insurance 689 Registration fees 975 --------- $ 195,667 --------- Net Investment Income $ 515,404 Realized and Unrealized Gain/(Loss) on Investments Net Realized Gain on Investments $ 68,264 Net Change in Unrealized Appreciation/Depreciation of Investments (406,086) --------- Net Realized and Unrealized Loss on Investments (337,822) --------- Net Increase in Net Assets Resulting from Operations $ 177,582 =========
See Notes to Financial Statements. 5 OCEAN STATE TAX EXEMPT FUND STATEMENTS OF CHANGES IN NET ASSETS
For the Period Fiscal Year Ended Ended April 30, 2005 October 31, 2004 -------------- ---------------- (unaudited) Increase (Decrease) in Net Assets Resulting from: Operations: Net investment income $ 515,404 $ 1,059,913 Net realized gain on investments 68,264 23,002 Change in unrealized appreciation/depreciation of investments (406,086) 53,989 ----------- ----------- Net increase in net assets resulting from operations $ 177,582 $ 1,136,904 Dividends and distributions to shareholders from: Net investment income ($.18 per share in 2005 and $.35 per share in 2004) (526,437) (1,059,913) Net realized gains ($.01 per share in 2005 and $.03 per share in 2004) (27,914) (92,412) Net decrease from fund share transactions (Note 4) (1,767,501) (1,514,293) ----------- ----------- Total decrease in net assets (2,144,270) (1,529,714) NET ASSETS: Beginning of period 31,585,167 33,114,881 ----------- ----------- End of period $29,440,897 $31,585,167 =========== ===========
See Notes to Financial Statements. 6 OCEAN STATE TAX EXEMPT FUND FINANCIAL HIGHLIGHTS For a share outstanding throughout each period. The following data includes selected data and other performance information derived from the financial statements.
Fiscal Fiscal Fiscal Fiscal Fiscal Six Months Year Year Year Year Year Ended Ended Ended Ended Ended Ended 4/30/05 10/31/04 10/31/03 10/31/02 10/31/01 10/31/00 ----------- -------- -------- -------- -------- -------- (unaudited) Per Share Operating Performance: Net Asset Value, Beginning of Year $ 10.46 $ 10.48 $ 10.54 $ 10.55 $ 10.25 $ 10.12 Net investment income .18 .35 .42 .45 .47 .49 Net realized and unrealized gain (loss) on investments (.12) .01 (.03) (.01) .30 .13 ------- ------- ------- ------- ------- ------- Total from Investment Operations .06 .36 .39 .44 .77 .62 ------- ------- ------- ------- ------- ------- Less Distributions: Dividends from net investment income (.18) (.35) (.42) (.45) (.47) (.49) Distribution from net realized gains (.01) (.03) (.03) (.00) (.00) (.00) ------- ------- ------- ------- ------- ------- Total Distributions (.19) (.38) (.45) (.45) (.47) (.49) ------- ------- ------- ------- ------- ------- Net Asset Value, End of Year $ 10.33 $ 10.46 $ 10.48 $ 10.54 $ 10.55 $ 10.25 ======= ======= ======= ======= ======= ======= Total investment return at Net Asset Value (a) 1.16% 3.55% 3.60% 4.21% 7.63% 6.22% Ratios and Supplemental Data: Net Assets, End of Year (000's omitted) $29,441 $31,585 $33,115 $36,089 $36,303 $37,526 Ratio of expenses to average net assets 0.65% 1.24% 1.06% 1.04% 1.19% 1.12% Ratio of net investment income to average net assets 1.70% 3.40% 3.82% 4.25% 4.52% 4.76% Portfolio turnover 8% 15% 19% 17% 4% 5% Fund expenses per share .07 .13 .12 .11 .13 .12 Net investment income per share .18 .35 .42 .45 .47 .49 (a) Total investment return does not reflect sales load.
See Notes to Financial Statements. 7 OCEAN STATE TAX EXEMPT FUND NOTES TO FINANCIAL STATEMENTS April 30, 2005 (unaudited) NOTE 1 Significant Accounting Policies VLC Trust (the Trust) is a Massachusetts business trust organized on August 1, 1986 and registered under the Investment Company Act of 1940, as amended, as a non diversified, open-end management investment company. The Declaration of Trust permits the Trustees to create additional portfolios (funds). As of April 30, 2005 there is only one fund, Ocean State Tax Exempt Fund (the Fund). The objective of the Fund is to seek to provide as high a level of current income, exempt from Rhode Island and Federal income taxes, as is consistent with preservation of capital. The Fund invests primarily in obligations which pay interest exempt from Rhode Island and Federal income taxes. The Fund commenced operations on December 8, 1986. At April 30, 2005, 92.22% of the Fund's net assets are invested in Rhode Island municipal securities. Economic changes effecting the state in certain of its public bodies and municipalities may affect the ability of the issuer to pay the required principal and interest payments of the municipal securities. In order to reduce risk associated with such factors on April 30, 2005, 81.93% of the portfolio of investments have credit enhancements backing them which the Fund relies on, such as: letters of credit, insurance, or guarantees. MBIA provides the largest total enhancements for the Fund, representing 21.76% of the portfolio. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. A) Security Valuation: Debt securities are valued on the basis of valuations furnished by a pricing service since such valuations are believed to reflect the fair value of such securities. Valuations used by the Fund are frequently determined without exclusive reliance on quoted prices and take into account appropriate factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics, broker quotes and other local market conditions. Valuations developed through pricing techniques may vary from the actual amounts realized upon sale of the securities, and the potential variation may be greater for those securities valued using fundamental analysis. Securities having an original maturity of less than sixty days are valued at cost adjusted for amortization of premiums and accretion of discounts. Other securities are appraised in good faith at fair value using methods determined by the Trustees and applied on a consistent basis. The Trustees monitor the valuation of the Fund's municipal bonds through receipt of periodic reports from the Adviser. 8 OCEAN STATE TAX EXEMPT FUND NOTES TO FINANCIAL STATEMENTS-(Continued) (unaudited) B) Security Transactions and Related Investment Income: Security transactions are accounted for on a trade date basis (date the order to buy or sell is executed). Interest income is recorded on the accrual basis. The specific identification method is used for determining net realized gains and losses for both financial statement and Federal income tax purposes. C) Federal Income Taxes: The Fund's policy is to comply with the provisions of subchapter M of the Internal Revenue Code available to regulated investment companies and distribute to shareholders all of its net income, including any net realized gain on investments. Accordingly, no provision for Federal income tax or excise tax is necessary. Dividends paid by the Fund from net interest on tax-exempt municipal bonds are not includable by shareholders as gross income for Federal income tax purposes, because the Fund intends to meet certain requirements of the Internal Revenue Code applicable to regulated investment companies which will enable the Fund to pay tax-exempt interest dividends. The portion of such interest, if any, earned on private activity bonds issued after August 7, 1986 may be considered a tax preference item to shareholders. The tax character of distributions as reported on the Statements of Changes in Net Assets for the years ended October 31, 2004 and 2003 were as follows:
2004 2003 ---- ---- Tax-Exempt Income $1,059,913 $1,317,766 Long-Term Capital Gains 92,412 105,799
As of October 31, 2004, the components of distributable earnings on a tax basis were as follows: Undistributed Long-Term Capital Gains $ 27,984 Unrealized Appreciation 1,735,058 Undistributed Tax-Exempt Income 27,582
D) Distributions to Shareholders: Dividends from net investment income are declared daily and distributed monthly. Capital gains distributions, if any, are declared and distributed annually. NOTE 2 Advisory and Administrative Services and Other Affiliated Transactions Van Liew Capital Inc. is the Adviser and the Administrator to the Fund. The Fund pays Van Liew Capital Inc. at the following annual rates for the adviser and administrator services, respectively: .35 and .25 of 1% of the first $200 million of average daily net assets. .30 and .20 of 1% of average daily net assets over $200 million. 9 OCEAN STATE TAX EXEMPT FUND NOTES TO FINANCIAL STATEMENTS-(Continued) (unaudited) The Fund does not pay fees to Trustees affiliated with the Adviser or to any of its officers. The Fund pays Trustees who are not interested persons of the Fund an annual retainer plus $250 per meeting attended. The annual retainer at April 30, 2005 was $2,000. Legal fees and expenses of $19,931 were paid to a firm of which the Fund's Secretary is a partner. During the period November 1, 2004 through April 30, 2005, the Distributor received $4,577 in commissions as a result of Fund share sales. NOTE 3 Investment Transactions During the period ended April 30, 2005 purchases and sales of investment securities, other than short-term investments, aggregated $2,339,038 and $4,261,627, respectively. The aggregate cost of investments for Federal income tax purposes is substantially the same as the aggregate cost for financial statement purposes. At April 30, 2005, gross unrealized appreciation on investment securities was $1,326,102 and gross unrealized depreciation on investment securities was $22,936. NOTE 4 Shares of Beneficial Interest The authorized capital of the Fund consists of unlimited number of shares of beneficial interest with par value of one cent per share. Transactions in shares of beneficial interest and in dollars were as follows:
Shares Amount ------ ------ Balance at 10/31/03 3,158,805 $31,397,245 Shares sold 312,218 3,209,753 Shares issued in reinvestment of dividends 57,598 601,754 Shares redeemed (507,839) (5,325,800) --------- ----------- Net decrease (138,023) (1,514,293) --------- ----------- Balance at 10/31/04 3,020,782 $29,882,952 ========= =========== Shares sold 48,529 501,929 Shares issued in reinvestment of dividends 26,718 276,331 Shares redeemed (246,050) (2,545,761) --------- ----------- Net decrease (170,803) (1,767,501) --------- ----------- Balance at 4/30/05 2,849,979 $28,115,451 ========= ===========
10 OCEAN STATE TAX EXEMPT FUND NOTES TO FINANCIAL STATEMENTS-(Continued) (unaudited) NOTE 5 Distribution Plan The Fund has adopted a Distribution Plan (the Plan) pursuant to Rule 12b-1 (the Rule) of the Investment Company Act of 1940 (the Act). The Rule provides in substance that the Fund may not engage directly or indirectly in financing any activity which is primarily intended to result in the sale of its shares except pursuant to a plan adopted under the Rule. Under the Plan, the Fund is authorized to pay for the printing of all prospectuses, statements of additional information and reports and notices to shareholders, even those which are not sent to existing shareholders. The Fund paid $10,149 under the Plan during fiscal 2005. NOTE 6 Tax Information (unaudited) Of the distributions paid by the Fund from investment income, 100% is tax exempt for federal income tax purposes. For the year ended October 31, 2004, the amount of long-term capital gains distributions designated by the Fund was $92,412. The amount of tax exempt interest dividends distributed by the Fund was $1,059,913. 11 OCEAN STATE TAX EXEMPT FUND PORTFOLIO OF INVESTMENTS as of April 30, 2005 (unaudited)
Ratings Principal Moody's/ Value Amount Standard & Poor's (b) (Note 1) --------- --------------------- -------- MUNICIPAL SECURITIES (97.96%) (a) Rhode Island General Obligation and Revenue (63.69%) (a) $ 500,000 Barrington School District 5.00%, 10/1/14 Aa-2/NR $ 540,366 200,000 Burrillville General Obligation FGIC Insured 5.70%, 5/1/11 Aaa/AAA 205,368 250,000 Cranston General Obligation FSA Insured 5.00%, 2/15/24 Aaa/AAA 264,541 250,000 Cranston General Obligation FSA Insured 5.00%, 2/15/22 Aaa/AAA 266,422 300,000 East Providence General Obligation MBIA Insured 5.70%, 5/15/10 Aaa/AAA 307,466 300,000 Lincoln General Obligation FGIC Insured 5.60%, 8/1/12 Aaa/NR 309,464 225,000 Middletown General Obligation 4.00%, 7/15/12 Aa-3/NR 233,009 75,000 North Kingstown General Obligation 6.70%, 12/15/05 Aa-3/NR 77,160 80,000 North Kingstown General Obligation 6.80%, 12/15/06 Aa-3/NR 85,355 200,000 North Kingstown General Obligation FGIC Insured 5.70%, 10/1/18 Aaa/NR 223,669 500,000 North Providence General Obligation FSA Insured 4.00%, 10/15/17 Aaa/AAA 503,381 500,000 Providence General Obligation FSA Insured 5.00%, 7/15/14 Aaa/AAA 553,531 200,000 Providence Public Bldg. Auth. FSA Insured 5.10%, 12/15/08 Aaa/AAA 211,382 150,000 Providence Public Bldg. Auth. MBIA Insured 5.50%, 12/15/13 Aaa/AAA 159,477 500,000 Providence Public Bldg. Auth. AMBAC Insured 5.125%, 12/15/14 Aaa/AAA 544,128 685,000 Providence Public Bldg. Auth. FSA Insured 5.00%, 12/15/18 Aaa/AAA 718,831 250,000 Providence Public Bldg. Auth. AMBAC Insured 5.25%, 12/15/15 Aaa/AAA 273,318 500,000 Providence Redevelopment Auth. AMBAC Insured, 5.30%, 4/1/12 Aaa/NR 555,411 200,000 Providence Redevelopment Radian Insured 4.25%, 9/1/13 NR/AA 205,364 16,000 Warwick General Obligation MBIA Insured 6.60%, 11/15/06 Aaa/AAA 16,087 250,000 Warwick General Obligation FSA Insured 4.00%, 7/15/11 Aaa/AAA 259,526 250,000 Warwick General Obligation FSA Insured 4.125%, 7/15/13 Aaa/AAA 259,213 145,000 Rhode Island Clean Water Pre-refunded U.S. T MBIA Insured 6.50%, 10/1/06 Aaa/AAA 147,855 150,000 Rhode Island Clean Water MBIA Insured 5.30%, 10/1/07 Aaa/AAA 158,725 100,000 Rhode Island Clean Water AMBAC Insured 4.75%, 10/1/18 Aaa/AAA 103,936 225,000 Rhode Island Clean Water MBIA Insured 5.00%, 10/1/18 Aaa/AAA 238,934 500,000 Rhode Island Clean Water MBIA Insured 5.00%, 10/1/19 Aaa/AAA 540,993 500,000 Rhode Island Clean Water MBIA Insured 4.40%, 10/1/25 Aaa/AAA 499,619 650,000 Rhode Island Depositors Economic Protection Corp. MBIA Insured Escrowed to Maturity 6.55%, 8/1/10 Aaa/AAA 734,998 12 OCEAN STATE TAX EXEMPT FUND PORTFOLIO OF INVESTMENTS-(Continued) (unaudited) Ratings Principal Moody's/ Value Amount Standard & Poor's (b) (Note 1) --------- --------------------- -------- MUNICIPAL SECURITIES (a)-(continued) Rhode Island General Obligation and Revenue (continued) $ 215,000 Rhode Island Depositors Economic Protection Corp. CAPMAC Guaranteed Escrowed to Maturity 6.375%, 8/1/22 Aaa/AAA $ 275,487 250,000 Rhode Island Depositors Economic Protection Corp. Escrowed to Maturity 5.75%, 8/1/21 Aaa/NR 294,945 500,000 Rhode Island Economic Department of Transportation AMBAC Insured 3.75%, 6/15/13 Aaa/AAA 507,769 500,000 Rhode Island Economic Development Corp. Airport Revenue FSA Insured 5.25%, 7/1/12 Aaa/AAA 536,605 395,000 Rhode Island Economic Development Corp. Airport Revenue FSA Insured 5.25%, 7/1/13 Aaa/AAA 422,432 545,000 Rhode Island Economic Development Corp. Airport Revenue FSA Insured 5.25%, 7/1/14 Aaa/AAA 582,850 450,000 Rhode Island Economic Development Corp. Airport Revenue FSA Insured 5.00%, 7/1/18 Aaa/AAA 475,046 1,100,000 Rhode Island Economic Development Corp. Providence Place Radian Insured 6.125%, 7/1/20 NR/AA 1,242,591 100,000 RI COPS MBIA Insured 5.375%, 10/1/16 Aaa/AAA 106,443 250,000 RI COPS Kent County Courthouse MBIA Insured 5.00%, 10/1/22 Aaa/AAA 266,108 300,000 Rhode Island Lease Participation Certificate Shepard Bldg. AMBAC Insured 5.125%, 6/1/12 Aaa/AAA 315,945 500,000 Rhode Island Refunding Bond Authority AMBAC Insured 5.25%, 2/1/10 Aaa/AAA 540,993 500,000 Rhode Island General Obligation MBIA Insured 5.00%, 9/1/18 Aaa/AAA 535,978 300,000 Rhode Island General Obligation FGIC Insured 5.125%, 7/15/14 Aaa/AAA 320,082 480,000 Rhode Island General Obligation FGIC Insured 5.00%, 8/1/14 Aaa/AAA 517,548 500,000 Rhode Island General Obligation MBIA Insured 5.75%, 8/1/15 Aaa/AAA 525,321 1,000,000 Rhode Island General Obligation FGIC Insured 5.50%, 9/1/16 Aaa/AAA 1,110,823 400,000 Rhode Island Cons. Cap. Dev. FGIC Insured 5.40%, 9/1/14 Aaa/AAA 442,323 250,000 Rhode Island Cons. Cap. Dev. FGIC Insured 5.00%, 9/1/16 Aaa/AAA 264,855 250,000 Rhode Island Cons. Cap. Dev. FGIC Insured 5.00%, 9/1/15 Aaa/AAA 269,243 ----------- Total Rhode Island General Obligation and Revenue $18,750,916 ----------- Rhode Island Health & Education Building Corporation (22.36%) (a) $ 100,000 University of Rhode Island AMBAC Insured 5.20%, 9/15/15 Aaa/AAA $ 107,697 300,000 University of Rhode Island AMBAC Insured 5.20%, 9/15/16 Aaa/AAA 322,715 100,000 Bryant College AMBAC Insured 4.60%, 6/1/12 Aaa/AAA 107,446 100,000 Brown University 4.75%, 9/1/12 Aa-1/AA+ 104,688 200,000 Brown University 5.90%, 9/1/14 Aa-1/AA+ 207,053 13 OCEAN STATE TAX EXEMPT FUND PORTFOLIO OF INVESTMENTS-(Continued) (unaudited) Ratings Principal Moody's/ Value Amount Standard & Poor's (b) (Note 1) --------- --------------------- -------- MUNICIPAL SECURITIES (a)-(continued) Rhode Island Health & Education Building Corporation (continued) $ 780,000 Brown University 5.25%, 9/1/16 Aa-1/AA+ $ 847,861 400,000 Brown University 5.00%, 9/1/19 Aa-1/AA+ 417,750 500,000 Brown University 5.00%, 9/1/23 Aa-1/AA+ 518,426 250,000 Salve Regina College Radian Insured 5.25%, 3/15/18 NR/AA 267,989 750,000 Johnson & Wales College MBIA Insured 5.00%, 4/1/29 Aaa/AAA 784,221 500,000 Johnson & Wales College XL Capital 5.25%, 4/1/14 Aaa/AAA 555,411 250,000 Rhode Island School of Design MBIA Insured 4.40%, 6/1/15 Aaa/AAA 261,407 585,000 Rhode Island School of Design MBIA Insured 4.60%, 6/1/17 Aaa/AAA 613,159 500,000 St. Antoine Residence LOC-Allied Irish Bank 6.125%, 11/15/18 Aa-3/NR 533,471 300,000 Lifespan MBIA Insured 5.75%, 5/15/23 Aaa/AAA 321,211 100,000 United Methodist Elder Care LOC-Fleet Bank 7.50%, 11/1/14 NR/AA 102,640 500,000 Times 2 Academy LOC-Citizens Bank 5.00%, 12/15/24 Aa2/NR 509,649 ----------- Total Rhode Island Health & Education Building Corporation $ 6,582,794 ----------- Rhode Island Housing & Mortgage Finance Corporation (6.17%) (a) $ 180,000 5.65%, 10/1/07 NR/A $ 182,504 250,000 4.00%, 4/1/13 Aa-2/AA+ 250,123 400,000 5.00%, 10/1/16 Aa-2/AA+ 407,720 10,000 6.50%, 10/1/22 Aa-2/AA+ 10,071 950,000 4.30%, 10/1/17 Aa-2/AA+ 959,996 5,000 6.50%, 4/1/27 Aa-2/AA+ 5,036 ----------- Total Rhode Island Housing & Mortgage Finance Corporation $ 1,815,450 ----------- TOTAL RHODE ISLAND BONDS (92.22%) (a) $27,149,160 ----------- Puerto Rico Bonds (5.74%) (a) $ 350,000 Puerto Rico Commonwealth 5.00%, 7/1/29 Baa2/A- $ 362,898 250,000 Puerto Rico Electric Power Authority MBIA Insured 5.00%, 7/1/10 Aaa/AAA 268,929 500,000 Puerto Rico Electric Power Authority MBIA Insured 5.125%, 7/1/29 Aaa/AAA 524,694 500,000 Puerto Rico Municipal Finance Auth. FSA Insured 5.50%, 7/1/17 Aaa/AAA 534,098 ----------- TOTAL PUERTO RICO BONDS (5.74%) (a) $ 1,690,619 ----------- TOTAL INVESTMENTS (Cost $27,536,613)(93.53%)(a) $28,839,779 ----------- OTHER ASSETS AND LIABILITIES (2.04%) 601,118 ----------- TOTAL NET ASSETS (100.00%) $29,440,897 =========== 14 (a) Percentages indicated are based on net assets of $29,440,897 at April 30, 2005 (total investments plus cash and receivables less liabilities) which corresponds to a net asset value per share of $10.33. (b) These municipal securities meet the four highest ratings assigned by Moody's Investors Service, Inc. or Standard & Poor's Corp. or where not rated, are determined by the Fund to be of comparable quality within the guidelines approved by the directors and are unaudited. The ratings indicated are the most current available and are unaudited. When bonds are rated differently by Moody's and S&P, the higher rating has been reported. The rating NR means it is not rated by Moody's or S&P. Certain securities have credit enhancement features backing them. Without these enhancement features the securities may or may not meet the quality standards of other securities purchased by the Fund. (See Note 1) (c) Abbreviations used: AMBAC- American Municipal Bond Assurance Corp. CGIC- Capital Guaranty Insurance Co. FGIC- Financial Guaranty Insurance Co. FSA- Financial Security Assurance Inc. MBIA- Municipal Bond Investors Assurance Corp. LOC- Letter of Credit CAPMAC- Capital Markets Assurance Corp. Radian- Radian Insurance Co.
15 Trustees and Officers The Trustees of the Fund are responsible for the management and direction of the business and affairs of the Fund. The Trustees and officers of the Fund, their affiliations, if any, with the Adviser, and their principal occupations during at least the past five years are set forth below. Trustees who are "interested persons" of the Fund as that term is defined in the 1940 Act are designated with an (*) asterisk. Age of the Trustee is in parentheses ( ). The VLC Trust consists of one investment portfolio. The Fund's Statement of Additional Information includes additional information about Trustees and is available, without charge and upon request, by calling 401-421-1411. Trustees Background
Name, Address and Age Position(s) Held with Fund Principal Occupation(s) During Past Five Years - --------------------- -------------------------- ---------------------------------------------- Alfred B. Van Liew *(70) President (since 1987) Managing Partner of the Adviser, since 1984; One Regency Plaza and Trustee (since Director of the Distributor since May 1990; Suite One 1986) Chairman and Chief Executive Officer of Van Providence, Rhode Island 02903 Liew Trust Company, a Rhode Island chartered trust company, since 1984; Trustee of Preserve Rhode Island since 1971; Adviser to the National Trust for Historic Preservation since 1983; Trustee of St. Andrew's School since 1984; Trustee of the Museum of Yachting since 1988; and Trustee of the Seamen's Institute, Newport, Rhode Island since 1994. John St. Sauveur * (71) Trustee (since 1992) Director of the Advisor; President and CEO, 219 Great Road WestBank Realty Corporation; Director of the North Smithfield Community College of Rhode Island Foundation; Rhode Island 02896 Chairman, Woonsocket Industrial Development Corporation; Chairman, Greater Woonsocket Industrial Development Foundation; Vice Chairman of the North Smithfield Industrial Development Corporation; a Vice President and Director, Rhode Island Chamber of Commerce Federation; Member Rhode Island State Job Training Coordinating Council; Finance Chairman, Landmark Medical System and Trustee, Landmark Medical Center; Commis- sioner of the Rhode Island Resource Recovery Corporation since 1992; Chairman, The Rehabilitation Hospital of Rhode Island; Director and Corporate Secretary, Gooding Realty Corporation. Mary Ann Altrui (62) Trustee (since 2001) Administrator of St. Antoine Residence (a 10 Rhodes Avenue nursing facility) (1988-Present); Director of North Smithfield, Rhode Island Diocesan Elder Care Services (1997-Present); 02896 Oversight responsibility for St. Clare Home; Founding member with St. Elizabeth 16 Name, Address and Age Position(s) Held with Fund Principal Occupation(s) During Past Five Years - --------------------- -------------------------- ---------------------------------------------- Community, Scandinavian Home and Steere House of "CareLink", a Management service organization incorporated in 1997; Member of the American College of Health Care Administra- tors, the Diocesan Biomedical Ethics Commis- sion of the North Smithfield Advisory Council; Director of Woonsocket Industrial Development Corporation and WIDC Realty Corporation, and serves on advisory committees for the Diocese of Providence, the State of Rhode Island, and the Nonprofit Association of Facilities and Services for the Aging. Milton C. Bickford, Jr. (73) Trustee (since 1987) Private investor since 1989; Director (Chairman 147 Beavertail Road 1999-2002) of AAA Southern New England; Jamestown, Rhode Island 02835 CEO National Bickford Foremost, Inc. (national color printing firm) (1980-1989); Trustee, National Traffic Safety Foundation (1999-2002). Meredith A. Curren (45) Trustee Since 1990, Chief Financial Officer, Pease & 75 Pennsylvania Avenue (since 2001) Curren, Inc. (refiners of precious metals). Warwick, Rhode Island 02888 Director of Bancorp Rhode Island, Inc. and Bank Rhode Island; Board Member, Providence Jewelers Club; Board Member Partner, Providence Chamber of Commerce; SVP RI Social Venture Partners of RI. Michael E. Hogue (62) Trustee (since 1989) Managing Partner, eTime (Insurance Services) 116 Chestnut Street (February 2002-present); President, VIAcorp. Providence, Rhode Island 02903 (Financial Services) (June 1994 until present); Assistant Professor of Insurance at the Wharton School, University of Pennsylvania; Trustee of Trinity Repertory Company (1997-present); President of the Jewelry District Association (1999-present). Arthur H. Lathrop (50) Trustee (since 2001) In practice as a Certified Public Accountant (sole 28 Spruce Street proprietor) in Westerly, RI (1991-present); Westerly, Rhode Island 02891 Member of American Institute of Certified Public Accountants. Trustee (1998-present) and Chairman of the Audit Committee of Westerly Savings Bank; Trustee and Assistant Treasurer (1990-present) of River Bend Cemetery Company; Corporator (1989-present) of Community Health of Westerly, Inc.; Professional Advisory Council Member (1995-2000) of The Rhode Island Foundation; Incorporator of Memorial & Library Association of Westerly (2004-present). 17 Name, Address and Age Position(s) Held with Fund Principal Occupation(s) During Past Five Years - --------------------- -------------------------- ---------------------------------------------- Lawrence B. Sadwin (61) Trustee (since 2001) President, Lifestyle Security, LLC (since August 18 Oyster Point 2002), Division Marketing Leader for General Warren, Rhode Island 02885 Electric (2000-2002); Chief Operating Officer (1999-2000), Regional Manager (1998-1999), Recruiter (1997-1998) and Long Term Care Specialist (1997) for Travelers/NET Plus, Inc.; Consultant (1994-1997) for MGS Holding Corporation; Member-At-Large National Board of Directors, American Heart Association; Member, National Leadership Council, Research America; Vice Chairman, Landmark Medical Center; Chairman of the Board, American Heart Association (2001-2002). Samuel H. Hallowell, Jr. (57) Vice President (since Partner of the Adviser and Vice President, Van One Regency Plaza 1989) Liew Trust Company (1984-present); Suite One Secretary and Past President Audubon Providence, Rhode Island 02903 Society of Rhode Island; Member Providence Society of Security Analysts. Joseph J. Healy (37) Vice President (since Vice President of the Advisor (1992-present); One Regency Plaza 1996) Vice President, Van Liew Trust Company; Suite One President and General Securities Principal of the Providence, Rhode Island 02903 Distributor (1993-present); Member Providence Society of Security Analysts and CFA Institute. Kevin M. Oates (45) Vice President and Partner of the Adviser (1996-present); Chief One Regency Plaza Treasurer (since 1991) Operating Officer of the Adviser (April, 2000- Suite One present) and Van Liew Trust Company, and Vice Providence, Rhode Island 02903 President and Treasurer of the Distributor, since 1991; Vice President-Administration of the Adviser (1991-2000). Margaret D. Farrell (55) Secretary (since 1986) Partner, Hinckley, Allen & Snyder LLP, general 1500 Fleet Center legal counsel to the Fund, (1981-Present); Providence, Rhode Island, 02903 Director and Secretary of Bancorp Rhode Island, Inc. and Bank Rhode Island; Director Care New England Health System; Director and Chairman of Women & Infants Corporation; Trustee and Chairman Women and Infants Hospital of Rhode Island; Secretary, Astro-Med, Inc. (manufacturer of graphic recording and printing systems).
18 Privacy Policy The Van Liew Companies and Ocean State Tax Exempt Fund have always been committed to ensuring your financial privacy. We do not sell personal information to anyone. We recognize and respect the privacy of our customers. This notice is being sent to comply with the privacy regulations of the Securities and Exchange Commission. Each of the above financial institutions has in effect the following policy with respect to nonpublic personal information about its customers. * Only such information received from you, through application forms or otherwise, and information about your transactions will be collected. * None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). We do not disclose nonpublic personal information about you to non-affiliated third parties. * Policies and procedures (including physical, electronic and priocedural safeguards) are in place that are designed to protect the confidentiality of such information. 19 Investment Adviser & Administrator Van Liew Capital Inc. One Regency Plaza, Suite One Providence, Rhode Island 02903 Distributor [LOGO] OCEAN STATE TAX EXEMPT FUND Van Liew Securities, Inc. One Regency Plaza, Suite One (The Portfolio of VLC Trust) Providence, Rhode Island 02903 Custodian PFPC Trust Company Airport Business Center 200 Stevens Drive, Suite 440 Lester, Pennsylvania 19113 Transfer Agent Semi-Annual Report Ocean State Tax Exempt Fund April 30, 2005 C/O PFPC, Inc. (unaudited) P.O. Box 9839 Providence, Rhode Island 02903 Independent Registered Public Accounting Firm Ernst & Young LLP 200 Clarendon Street Boston, MA 02116-5072 Counsel Hinckley, Allen & Snyder LLP 1500 Fleet Center Providence, Rhode Island 02903 Trustees Alfred B. Van Liew, Chairman Mary Ann Altrui Milton C. Bickford, Jr. Interest income exempt Meredith A. Curren from Federal and Rhode Michael E. Hogue Island income taxes Arthur H. Lathrop from quality municipal Lawrence B. Sadwin bonds. John H. St. Sauveur Officers Alfred B. Van Liew, President Samuel H. Hallowell, Vice President Joseph J. Healy, Vice President Kevin M. Oates, Treasurer Margaret D. Farrell, Secretary ITEM 2. CODE OF ETHICS. Not applicable to semi-annual report. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable to semi-annual report. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable to semi- annual report. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. Registrant is not a listed issuer as defined in Rule 10A-3 of the Securities Exchange Act of 1934. ITEM 6. SCHEDULE OF INVESTMENTS. Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. Registrant is an open- end management investment company. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. Registrant is an open-end management investment company. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFLIATED PURCHASER. Not applicable. Registrant is an open-end management investment company. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable. ITEM 11. CONTROLS AND PROCEDURES. (a) Based on their evaluation of the registrant's disclosure controls and procedures conducted within 90 days of the filing date of this report, the President and Treasurer have concluded that those controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act of 1940) provide reasonable assurance that material information required to be disclosed by the registrant in this Form N-CSR has been recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. (b) There were no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation described above, including any corrective actions with regard to significant deficiencies and material weaknesses. ITEM 12. EXHIBITS. (a)(1) Any Code of Ethics, or amendment thereto, that is subject to the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit. See Item 2. (a)(ii) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940. (i) EX-99.(a) CERT - Certification of President pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 (filed herewith). (ii) EX-99.(b) CERT - Certification of Vice President and Treasurer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 (filed herewith). (b) Certifications of principal executive and principal financial officers required by Rule 30a-2(b) under the Investment Company Act of 1940. (i) EX-99.906(a) CERT - Certification of President pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 (filed herewith). (ii) EX-99.906(b) CERT - Certification of Vice President and Treasurer pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 (filed herewith). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) VLC Trust ON BEHALF OF OCEAN STATE TAX EMEMPT FUND Date: June 30, 2005 By:/s/ Alfred B. Van Liew ------------------------------------ Alfred B. Van Liew President Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: June 30, 2005 By:/s/ Alfred B. Van Liew ------------------------------------ Alfred B. Van Liew President Date: June 30, 2005 By:/s/ Kevin M. Oates ------------------------------------ Kevin M. Oates Vice President & Treasurer EX-99 2 oce-a311.txt EXHIBIT 99.(A) EX - 99 (a). CERT Certification under Investment Company Act Rule 30a-2 and Section 302 of the Sarbanes - Oxley Act of 2002 I, Alfred B. Van Liew, certify that: 1. I have reviewed this report on Form N-CSR of VLC Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: June 30, 2005 By:/s/ Alfred B. Van Liew --------------------------------- President EX-99 3 oce-a312.txt EXHIBIT 99.(B) EX - 99 (b). CERT Certification under Investment Company Act Rule 30a-2 and Section 302 of the Sarbanes - Oxley Act of 2002 I, Kevin M. Oates, certify that: 1. I have reviewed this report on Form N-CSR of VLC Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: June 30, 2005 By:/s/ Kevin M. Oates --------------------------------- Vice President & Treasurer EX-99 4 oce-a321.txt EXHIBIT 99.906(A) EX-99.906(a) CERT Exhibit (b) CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT Pursuant to 18 U.S.C. ss. 1350, the undersigned officer of VLC Trust on behalf of the Ocean State Tax Exempt Fund (the "Company"), hereby certifies, to the best of his knowledge, that the Company's Report on Form N-CSR for the period ended April 30, 2005 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company Dated: June 30, 2005 By:/s/ Alfred B. Van Liew --------------------------------- Alfred B. Van Liew President A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request. EX-99 5 oce-a322.txt EXHIBIT 99.906(B) EX-99.906(b) CERT Exhibit (b) CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT Pursuant to 18 U.S.C. ss. 1350, the undersigned officer of VLC Trust on behalf of the Ocean State Tax Exempt Fund (the "Company"), hereby certifies, to the best of his knowledge, that the Company's Report on Form N-CSR for the period ended April 30, 2005 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company Dated: June 30, 2005 By:/s/ Kevin M. Oates --------------------------------- Kevin M. Oates Vice President & Treasurer A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----