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 officers 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) 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 most recent fiscal half-year (the
                  registrant's second fiscal half-year in the case of an
                  annual 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: January 5, 2006                  By:/s/ Kevin M. Oates
                                          ---------------------------------
                                          Vice President & Treasurer