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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
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Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
VLC Trust
(Name of Registrant as Specified In Its Charter)
VLC Trust
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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OCEAN STATE TAX-EXEMPT FUND
ONE REGENCY PLAZA
PROVIDENCE, RHODE ISLAND 02903
NOTICE OF MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 22, 2001
To Shareholders of the Fund:
The purpose of this Notice is to advise you that a Meeting (the "Meeting")
of the Shareholders of Ocean State Tax-Exempt Fund (the "Fund"), the sole series
of the VLC Trust (the "Trust"), will be held at the offices of the Fund, One
Regency Plaza, Providence, Rhode Island on Thursday, February 22, 2001, at 10:30
a.m., local time, for the following purposes:
1. To elect nine (9) Trustees; each Trustee elected will hold office
until the next meeting of the Trust's shareholders or until his or her
successor is duly elected (Proposal No. 1);
2. To ratify (that is, to approve) or reject the selection of Ernst &
Young LLP as the Trust's independent auditors for the fiscal year ending
October 31, 2001 (Proposal No. 2); and
3. To act upon any other matters which may properly come before the
Meeting at the scheduled time and place or any adjourned meeting or
meetings.
To vote at the Meeting, you must have been a shareholder of record at the
close of business on January 12, 2001 (the "Record Date"). Also, the number of
shares of the Fund that you held at that time determines the number of votes you
may cast at the Meeting (or any adjourned meeting or meetings).
By Order of the Board of Trustees,
/s/ Margaret D. Farrell
Margaret D. Farrell
Secretary
January 22, 2001
Please Note:
If you do not expect to attend the Meeting, please indicate voting
instructions by completing the enclosed proxy card and returning it in the
accompanying stamped envelope.
To avoid unnecessary expense to the Fund, we request your cooperation in
voting no matter how large or small your holding may be.
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OCEAN STATE TAX-EXEMPT FUND
ONE REGENCY PLAZA
PROVIDENCE, RHODE ISLAND 02903
PROXY STATEMENT
INTRODUCTION
The purpose of the Notice (the first page of this document) is to advise
you of the time, place and purposes of the Meeting of the Shareholders of Ocean
State Tax-Exempt Fund (the "Fund"). The purpose of this Proxy Statement (all the
rest of this document) is to give you information on which you may base your
decisions as to the choices, if any, you make in voting.
A COPY OF THE FUND'S MOST RECENT ANNUAL REPORT WILL BE SENT TO YOU WITHOUT
CHARGE UPON WRITTEN REQUEST TO THE FUND'S TRANSFER AGENT, PFPC, INC., P.O. BOX
8871, WILMINGTON, DELAWARE 19899-8871, OR BY CALLING THE TRANSFER AGENT AT
800-992-2207 TOLL-FREE, OR BY WRITTEN REQUEST TO THE FUND'S DISTRIBUTOR, VAN
LIEW SECURITIES INC., ONE REGENCY PLAZA, SUITE ONE, PROVIDENCE, RHODE ISLAND
02903.
The Fund is the only series of the VLC Trust, a Massachusetts business
trust (the "Trust"). The Fund's Investment Adviser is Van Liew Capital Inc. (the
"Adviser"), One Regency Plaza, Suite One, Providence, RI 02903. The Adviser
supervises the investment program and the portfolio. Samuel H. Hallowell, Jr.
and Joseph J. Healy, both employees of the Adviser and officers of the Fund,
serve as co-managers of the Fund (the "Managers"). The Fund's principal
underwriter (the "Distributor") is Van Liew Securities Inc., One Regency Plaza,
Suite One, Providence, Rhode Island 02903. The Distributor is an affiliate of
the Adviser.
This Notice and Proxy Statement are first being mailed on or about January
22, 2001.
You should read the Proxy Statement prior to voting. Then, you may vote as
follows:
The enclosed proxy card authorizes the persons named (or their substitutes)
to vote your shares; the Fund calls these persons the "proxy holders." As to the
election of Trustees, you may authorize the proxy holders to vote your shares
for the entire slate indicated below by marking the appropriate box on the proxy
card or by merely signing and returning your proxy card with no instructions. Or
you may withhold the authority of the proxy holders to vote on the election of
Trustees by marking the appropriate box. Also, you may withhold that authority
as to any particular nominee by following the instructions on the proxy card.
As to the other matters listed on the proxy card, you may direct the proxy
holders to vote your shares on these proposals by marking the appropriate box
"For" or "Against" or instruct them not to vote your shares on the proposal by
marking the "Abstain" box. If you return your signed proxy card and do not mark
the box on a proposal, the proxy holders will vote your shares for that
proposal.
GENERAL INFORMATION
You may end the power of the proxy holders to vote your shares by: (i) so
notifying the Fund in writing; (ii) signing a new and different proxy card (if
the Fund receives it before the old one is used); or (iii) voting your shares at
the meeting in person or by your duly appointed agent.
Shares held by brokers in "street name" and not voted or marked as
abstentions will not be counted for purposes of determining a quorum or voted on
any matter.
The Fund is sending you this Notice and Proxy Statement in connection with
the solicitation by its Trustees of proxies to be used at the Meeting of
Shareholders (the "Meeting") to be held at the time and place and for the
purposes indicated in the Notice or any adjourned meeting or meetings. Whenever
it is stated in this Proxy Statement that a matter is to be acted on at the
Meeting, this means the Meeting held at the scheduled time or any adjourned
meeting or meetings.
The Fund pays the costs of the solicitation. Proxies are being solicited by
the use of the mails; they may also be solicited by telephone, facsimile and
personal interviews.
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Brokerage firms, banks and others may be requested to forward this Notice
and Proxy Statement to beneficial owners of the Fund's shares so that these
owners may authorize the voting of their shares. The Fund will pay these firms
their out-of-pocket expenses for doing so.
The Fund is authorized to issue two classes of shares: Class A Shares and
Class I Shares. On the Record Date, there were 3,589,878.127 Class A Shares and
no Class I Shares outstanding. All shareholders of the Fund are entitled to vote
at the Meeting. Each shareholder of record on the Record Date is entitled to one
vote for each share (and a proportionate fractional vote for each fraction of a
share held). At the Meeting, action will be taken only upon matters that affect
the Fund as a whole: the election of Trustees and the ratification of the Fund's
accountants. On matters that affect the Fund as a whole, all shareholders of the
Fund, including the shareholders of all classes of the Fund, are entitled to
vote at the Meeting.
On the Record Date, National Financial Services Corporation, P.O. Box 3730,
Church Street Station, New York, NY 10008-3730, owned of record for the benefit
of its brokerage clients, 576,154.145 Class A Shares, or 16.05%, of the Fund's
outstanding shares. The Fund's management is not aware of any other person
beneficially owning more than 5% of any class of its outstanding shares as of
such date.
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ELECTION OF TRUSTEES
(PROPOSAL NO. 1)
The Trust does not hold regular annual meetings of shareholders.
Consequently, there is normally no meeting of shareholders for the purpose of
electing Trustees unless and until such time as less than a majority of the
Trustees holding office have been elected by the Shareholders, at which time the
Trustees then in office must call a shareholders' meeting for the purpose of
electing Trustees. This Meeting is being called for the primary purpose of
electing the Trustees. The nominees selected by the Trustees are so designated
in the table below. See "Introduction" above for information as to how you can
instruct the proxy holders as to the voting of your shares as to the election of
Trustees.
Five (5) of the nominees are presently serving as Trustees. There are no
family relationships among any of the existing or newly proposed Trustees. The
Trustees and officers as a group own 63,651.009 Class A Shares, or 1.77% of the
outstanding shares of the Fund. In the material below and elsewhere in this
Proxy Statement, Messrs. Samuel H. Hallowell, Jr. and Joseph J. Healy are
referred to as the "Managers," the Fund's Distributor, Van Liew Securities Inc.,
is referred to as the "Distributor," and the Fund's Adviser, Van Liew Capital
Inc., is referred to as the "Adviser." Mr. Alfred B. Van Liew is an "interested
person" of the Fund as that term is defined in the Investment Company Act of
1940 (the "1940 Act"), as he is concurrently an officer and Trustee of the Fund,
the Managing Partner of the Adviser and a Director of the Distributor. Mr. Van
Liew's status as an "interested person" is designated below with an (*)
asterisk.
Described in the following material are the name, address, position(s) with
the Fund and time period(s) in said position(s), number of shares held, age as
of the Record Date and business experience during at least the past five (5)
years of each nominee for Trustee (including existing Trustees). Similar
information (other than share ownership) is provided for each existing officer
of the Fund. All shares listed as owned by these individuals are Class A Shares;
unless otherwise indicated, all such shares are owned outright.
TRUSTEES
POSITION(S) HELD
AND NUMBER OF
NAME, ADDRESS AND AGE SHARES OWNED PRINCIPAL OCCUPATION(S)
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Alfred B. Van Liew*(age 66) President (since Managing Partner of the Adviser since 1984;
One Regency Plaza 1987) and Director of the Distributor since May, 1990;
Suite One Trustee (since Chairman & Chief Executive Officer of Van
Providence, Rhode Island 02903 1986); Number of Liew Trust Company, a Rhode Island chartered
Shares: trust company, since 1984; Executive Vice
39,401.041(1) President in charge of the trust &
investment management businesses of Rhode
Island Hospital Trust National Bank
(1981-1984); President & Chief Executive
Officer of Hospital Trust of Florida
(1982-1984); Chairman & Chief Executive
Officer of HT Advisers, Inc. (1980-1984) and
Director of HT Investors, Inc. (1981-1984),
registered investment counseling firms
affiliated with RIHT Financial Corp.;
Trustee of RI School of Design (1974-1992);
Board Member, Rhode Island Water
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(1) The number of shares shown includes 39,401.041 shares beneficially owned by Van Liew
Trust Company in its capacity as Trustee for the benefit of various persons, including
19,035.452 shares held in trust for Mr. Van Liew's spouse. Mr. Van Liew owns of record
2,324 shares of the outstanding voting shares of the Adviser. Mr. Van Liew also is deemed
to beneficially own 450 shares of the outstanding voting shares of the Adviser as such
shares are beneficially owned by Van Liew Trust Company in its capacity as Trustee for
the benefit of Mr. Van Liew's spouse. In the aggregate, Mr. Van Liew is therefore deemed
to own 23.47% of the outstanding voting shares of the Adviser.
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POSITION(S) HELD
AND NUMBER OF
NAME, ADDRESS AND AGE SHARES OWNED PRINCIPAL OCCUPATION(S)
- --------------------- ---------------- --------------------------------------------
Resources Board and Rhode Island Water
Resources Board Corp. (1991-1994); 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.
Mary Ann Altrui (age 58) Nominee for Ms. Altrui has worked for facilities
10 Rhodes Avenue Trustee; associated with the Diocese of Providence
North Smithfield, Number of since 1964. Currently, Ms. Altrui acts as
Rhode Island 02896 Shares: 0 Administrator of St. Antoine Residence (a
nursing facility), a position she has held
since 1988. Ms. Altrui is also a Director of
Diocesan Elder Care Services, a position she
assumed in 1997. Since 1997, Ms. Altrui has
also had oversight responsibility for St.
Clare Home (a 44-bed nursing facility in
Newport, Rhode Island). From 1982 through
1988, Ms. Altrui acted as Administrator for
St. Clare Home. From 1984 through 1988, Ms.
Altrui also acted as Administrator for the
Garrettson Memorial Children's Day Care, a
program of the St. Clare Home Corporation.
From 1964 to 1982, she held various social
work and administrative positions in
adoption and residential care. Ms. Altrui is
a founding member with St. Elizabeth
Community, Scandinavian Home, and Steere
House of "CareLink", a management service
organization incorporated in 1997. CareLink
was formed to create a post acute network of
services and is the only one of its kind in
the State of Rhode Island. Ms. Altrui is a
member of the American College of Health
Care Administrators, the Diocesan BioMedical
Ethics Commission and the North Smithfield
Advisory Council. She is a 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. Trustee (since Private investor since 1989; CEO, National
(age 69) 1987); Bickford Foremost, Inc. (national color
147 Beavertail Road Number of printing firm) 1980-1989; CEO, National
Jamestown, Rhode Island 02835 Shares: 353.947 Bickford Graphics, Inc. 1972-1980; CEO,
Bickford Engraving & Electrotype Company
1959-1972; President, Rotary Club of
Providence 1970-1971; Vice President, Rhode
Island Philharmonic Orchestra 1972-1976;
Vice President, Greater Providence Chamber
of Commerce 1976-1979;
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POSITION(S) HELD
AND NUMBER OF
NAME, ADDRESS AND AGE SHARES OWNED PRINCIPAL OCCUPATION(S)
- --------------------- ---------------- --------------------------------------------
Trustee, Museum of Yachting 1990-1995;
currently Chairman, AAA of Southern New
England and a Trustee of the National
Highway Safety Foundation.
Meredith A. Curren (age 41) Nominee for Chief Financial Officer, Pease & Curren,
75 Pennsylvania Avenue Trustee; Inc. (refiners of precious metals) since
Warwick, Rhode Island 02888 Number of 1990. Ms. Curren serves as Board Vice
Shares: 0(2) President of New England Women's Jewelry
Association (1995-1998); Advisory Council
Member, Manufacturing Jewelers and
Silversmiths of America; Member, Providence
Jewelers Club; Member, Boston Jewelers Club;
Board Secretary and Investment Committee
Member of Lifespan Hospice Care of Rhode
Island; Treasurer (Metro Board), Endowment
Committee Chair and Finance Committee member
of YMCA of Greater Providence; Advisory
Board member of Big Brothers of RI; Board
Secretary (1996-1998) and Membership
Committee Member of the University Club.
Michael E. Hogue (age 58) Trustee (since President, VIAcorp. since June 1994;
116 Chestnut Street 1988); Managing Director, Chairman and Chief
Providence, Rhode Island 02906 Number of Executive Officer of PW Group Inc.
Shares: 100.155 (insurance) and Chairman and Chief Executive
Officer of Providence Washington Insurance
Group from 1986 to 1993; Chairman and
Managing Director of Philadelphia Insurance
Research Group from 1975 to 1986 and
Assistant Professor of Insurance at the
Wharton School, University of Pennsylvania;
Vice Chairman of Trinity Repertory Company
(1997-), and President of the Jewelry
District Association (1998-); Director,
Fleet Bank (1991-1993); Trustee, Greater
Providence Chamber of Commerce (1987-1993);
Director and Chair of the Finance Committee,
Insurance Services Office (1990-1993);
Trustee, The Providence Foundation (1991-
1993); Director, American Insurance
Association (1986-1993); Trustee, American
Institute of Chartered Property Casualty
Underwriters (1992-1993); Trustee, Rhode
Island Public Expenditure Council
(1992-1993); and Trustee, First Night
Providence (1993-1997).
Arthur H. Lathrop (age 46) Nominee for Partner of Lathrop, Pucci & Greene, Ltd.
28 Spruce Street Trustee; (certified public accountants) since 1998;
in
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(2) Ms. Curren's father, a former director of the Adviser, owns 1,200 shares of the
outstanding voting shares of the Adviser. This figure represents 10.15% of the
outstanding voting shares of the Adviser.
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POSITION(S) HELD
AND NUMBER OF
NAME, ADDRESS AND AGE SHARES OWNED PRINCIPAL OCCUPATION(S)
- --------------------- ---------------- --------------------------------------------
Westerly, Rhode Island 02891 Number of practice as a CPA sole proprietor from
Shares: 0 1991-1998; Manager-in-Charge of Westerly
office (1988-1991) and Tax Manager
(1982-1988) of Sansiveri, Ryan, Sullivan &
Co.; Senior Tax Accountant (1979-1982) and
Tax Accountant (1977-1979) of Arthur
Andersen & Co. He is a member of the
American Institute of Certified Public
Accountants, the Rhode Island Society of
Certified Public Accountants and the
Massachusetts Society of Certified Public
Accountants. He has served as Trustee (since
1993) and Chairman of Audit Committee of
Westerly Savings Bank; Trustee and Assistant
Treasurer (since 1990) of River Bend
Cemetary Company; Professional Advisory
Council Member (1995-2000) of The Rhode
Island Foundation; Director and Treasurer
(since 1989) of the Blue Mitten Thrift Shop;
Corporator (since 1989) of Community Health
of Westerly, Inc.
Alice M. Macintosh (age 79) Trustee (since Marketing consultant; from 1986 to 1991,
861 Stratford Lane 1986); Chief Supervisory Clerk of the State's
Warwick, Rhode Island 02886 Number of Superior Court; previously a Marketing
Shares: Consultant and Vice-President of Marketing
1,575.664 at Hospital Trust National Bank. Mrs.
Macintosh is an honorary director of
Narragansett Electric Company, a former
director of Bay Loan & Investment Company (a
subsidiary of FPL Group, Inc., a subsidiary
of Florida Power and Light) and The
Convention Authority of the City of
Providence and is also past Chairman of the
Board of AAA Auto Club of Southern New
England, and past President of the Rhode
Island Bankers Association, the Business and
Professional Women of Rhode Island and past
Regional Vice President of the National
Association of Bank Women (NABW) and
co-founder of the Rhode Island Chapter.
Lawrence B. Sadwin (age 57) Nominee for Division Marketing Leader for General
18 Oyster Point Trustee; Electric since August, 2000; Chief Operating
Warren, Rhode Island 02885 Number of Officer (1999-2000), Regional Manager
Shares: 0 (1998-1999), Recruiter (1997-1998) and
Long-Term Case Specialist (1997) for
Travelers/NET Plus, Inc.; Consultant
(1994-1997) for MGS Holding Corporation; CEO
of Sadwin Curtain Manufacturing Company,
Inc. (1964-1994). Mr. Sadwin serves as a
Member-At-Large, National Board of
Directors, American Heart Association;
Member, National Leadership Council,
Research America; Vice-Chairman, Landmark
Health Systems, Inc.; Vice-Chairman,
Rehabilitation Hospital of Rhode Island;
former member, Woonsocket, Rhode Island
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POSITION(S) HELD
AND NUMBER OF
NAME, ADDRESS AND AGE SHARES OWNED PRINCIPAL OCCUPATION(S)
- --------------------- ---------------- --------------------------------------------
Redevelopment Agency; former Director,
Woonsocket, RI Chamber of Commerce; former
Vice President, Woonsocket Junior Chamber of
Commerce; former President, Congregation
B'nai Israel; former Member of Board of
Directors, Jewish Federation of Rhode
Island; former member of Board of Directors,
New England Region, Anti-Defamation League;
former member of Board of Directors,
Woonsocket Chapter, B'nai B'rith; former
member of Board of Directors, Providence, RI
Hebrew Day School; Former Campaign Leader
Catholic Charities Campaign.
John H. St. Sauveur (age 68) Trustee (since President and CEO, WestBank Realty
219 Great Road 1992); Corporation; Senior Vice President
North Smithfield, Rhode Island Number of (governmental and consumer relations) of
02896 Shares: 708.779 Valley Resources, Inc., (a natural gas
distributor) and its subsidiary companies
from 1956 to 1994. He is a Director of the
Community College of Rhode Island
Foundation; Chairman of the Board of
Directors of the Woonsocket Industrial
Development Corporation; Chairman of the
Greater Woonsocket Industrial Development
Foundation; Vice Chairman of the North
Smithfield Industrial Development
Commission; a Vice President and Director of
the Rhode Island Chamber of Commerce
Federation and member of the Rhode Island
State Job Training Coordinating Council;
also Finance Chairman, Landmark Health
System and Trustee, Landmark Medical Center;
Commissioner of the Rhode Island Resource
Recovery Corporation since 1992; Chairman of
The Rehabilitation Hospital of Rhode Island;
Director and Corporate Secretary of Gooding
Realty Corporation.
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OFFICERS OF THE FUND
The officers of the Fund, other than Mr. Van Liew, are listed below.
NAME, ADDRESS AND AGE POSITION(S) HELD PRINCIPAL OCCUPATION(S)
- --------------------- ---------------- --------------------------------------------
Samuel H. Hallowell, Jr. Vice President Partner of the Adviser and Vice President of
(age 53) (since 1989) Van Liew Trust Company since 1984; formerly
One Regency Plaza Vice President and Senior Portfolio Manager
Suite One at Rhode Island Hospital Trust National
Providence, Rhode Island 02903 Bank, specializing in the management of
large personal portfolios, and a Member of
the Strategy Committee from 1981 to 1984;
previously with BayBank Harvard Trust with
responsibilities that included portfolio
management, investment consulting, trading
and investment research, and a Member of its
Trust Investment and Administrative
Committee; prior thereto, he was associated
with the brokerage firm of Moseley,
Hallgarten, Estabrook & Weeden, Inc.
Joseph J. Healy (age 33) Vice President Investment Officer, Fund Controller and
One Regency Plaza (since 1996) primary trader of the Adviser since 1992;
Suite One General Securities Principal of the
Providence, Rhode Island 02903 Distributor since 1993; Senior Mutual Fund
Accountant with The Boston Company Advisers,
Inc. (1989-1992).
Kevin M. Oates (age 41) Vice President Partner of the Adviser since 1996, Chief
One Regency Plaza (since 1991) and Operating Officer of the Adviser and Van
Suite One Treasurer (since Liew Trust Company, and the Vice President
Providence, Rhode Island 02903 1991) and Treasurer of the Distributor, since
1991; Director of Business Administration
(August, 1998 to April, 1999) and Manager
(August, 1985 to October, 1987) at Finkel,
DiSanto & Co. (certified public
accountants); previously a Senior Tax
Consultant with Ernst & Whinney.
Margaret D. Farrell (age 51) Secretary (since Partner, Hinckley, Allen & Snyder LLP,
1500 Fleet Center 1986) general legal counsel to the Fund, since
Providence, Rhode Island 02903 November 1981; Director and Secretary of
Bancorp Rhode Island, Inc. and Bank Rhode
Island; Director of Care New England Health
System; Director and Vice Chairman of Women
and Infants Corporation; Trustee of Women &
Infants Hospital of Rhode Island; Trustee of
Butler Hospital; Trustee and member of
Executive Council of Hospital Association of
Rhode Island; and Secretary of Astro-Med,
Inc. (manufacturer of graphic recording and
printing systems).
There were no purchases and sales of securities of the Adviser and its
affiliates from November 1, 1999 through the Record Date by any Trustee or
nominee for Trustee that exceeded 1% of the outstanding securities of any class
of shares issued by the Adviser or its affiliates, as applicable.
There were four (4) regular meetings of the Board of Trustees during the
fiscal year ended October 31, 2000. During the fiscal year ended October 31,
2000, each Trustee attended at least 75% of the aggregate of (1) the total
number of meetings of the Board of Trustees held during the period in which such
incumbent was a Trustee, and (2) the total number of meetings held by the Audit
Committee on which such incumbent served.
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The Fund does not currently pay fees or other compensation to Trustees
affiliated with the Adviser or to any of the Fund's officers. The Fund pays
Trustees who are not "interested" persons of the Fund (as that term is defined
in the 1940 Act) an annual retainer of $2,000 plus $250 per Board or committee
meeting attended. For its fiscal year ended October 31, 2000, the Fund paid a
total of $20,000 in compensation and reimbursement of expenses to the Trustees.
No other compensation or remuneration of any type, direct or contingent, was
paid by the Fund to its Trustees. The following table lists the compensation of
all Trustees who received compensation from the Fund during the Fund's fiscal
year ended October 31, 2000. None of such Trustees has any pension or retirement
benefits from the Fund.
AGGREGATE
COMPENSATION
NAME FROM FUND
- ---- ------------
Milton C. Bickford.......................................... $2,750
Michael E. Hogue............................................ $3,500
Alice M. Macintosh.......................................... $4,750
Richard Plotkin(4).......................................... $ 500
John St. Sauveur............................................ $3,750
Thomas R. Weschler(5)....................................... $4,750
- ---------------
(4) Richard Plotkin resigned as Trustee of the Fund on February 9, 2000.
(5) Thomas R. Weschler has tendered his resignation as a Trustee of the Fund
effective as of the date of the Meeting.
The Trustees have appointed a standing Audit Committee consisting of
Messrs. Hogue (Chairman), Van Liew(*) and Weschler, and Mrs. Macintosh. (*)Mr.
Van Liew is an "interested person" of the Fund, as that term is defined in the
1940 Act. None of the other Audit Committee members is an "interested person".
Mr. Weschler served as a member of the Audit Committee for the fiscal year ended
October 31, 2000 and has tendered his resignation as a Trustee effective as of
the date of the Meeting. The Committee (i) recommends to the Board of Trustees
what firm of independent auditors will be selected by the Board of Trustees
(subject to shareholder ratification); (ii) reviews the methods, scope and
result of audits and the fees charged; and (iii) reviews the adequacy of the
Fund's internal accounting procedures and controls. The Committee held three (3)
meetings during the Fund's last fiscal year. The Fund also has a Nominating
Committee, consisting of Messrs. St. Sauveur and Weschler, and Mrs. Macintosh,
which nominates Trustees to fill positions on the Fund's Board of Trustees. Mr.
St. Sauveur is the Chairman of the Nominating Committee, which met four (4)
times during the Fund's last fiscal year. The Nominating Committee does not
accept shareholder nominations for the position of Trustee. There are no other
committees of the Board of Trustees.
The Fund's Board of Trustees oversees the Fund's business activities and
retains the services of the various firms that carry out the Fund's operations.
The Adviser supervises the investment program and the portfolio. The Adviser has
been a registered investment adviser since 1984 and advises individuals,
charities, financial institutions and pension plans in New England.
During the fiscal year ended October 31, 2000, the Fund paid the Adviser
$132,225 in management fees. During the fiscal year ended October 31, 2000,
$33,286 was paid under the Fund's Distribution Plan to the Distributor as
reimbursement for printing costs. No payments were made under the Fund's
Distribution Plan to Qualified Recipients with respect to the Class I Shares.
The Distributor currently handles the distribution of both the Fund's Class
A and Class I Shares. The Distributor received $2,827 in commissions as a result
of sales of Class A Shares for the fiscal year ending October 31, 2000. No Class
I Shares are currently outstanding, and no commissions are paid on sales of
Class I Shares. The Distributor is an affiliate of the Adviser.
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RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT AUDITORS
(PROPOSAL NO. 2)
Ernst & Young LLP, which is currently serving as the Fund's auditors, has
been selected by the Fund's Board of Trustees, including a majority of Trustees
who are not "interested persons," as the Fund's independent auditors for the
fiscal year ending October 31, 2001. Such selection is submitted to the
shareholders for ratification or rejection.
The firm has no direct or indirect financial interest in the Fund or the
Adviser. It is expected that representatives of the firm will not be present at
the Meeting but will be available should any matter arise requiring their
presence.
RECEIPT OF SHAREHOLDER PROPOSALS
The Fund is not required to hold regular annual meetings and, in order to
minimize its costs, does not intend to hold meetings of shareholders unless so
required by applicable law, regulatory policy or if otherwise deemed advisable
by the Fund's management. Therefore, it is not practicable to specify a date by
which shareholder proposals must be received in order to be incorporated in an
upcoming proxy statement for an annual meeting.
OTHER BUSINESS
The Fund does not know of any other matter that will come before the
Meeting. If any other matter or matters properly come before the Meeting,
including any adjournment of the Meeting, the proxy holders will vote the shares
that your proxy card vote entitles them to vote, in accordance with their
judgment on such matter or matters. That is, by signing and returning your proxy
card, you give the proxy holders discretionary authority as to any such matter
or matters.
11
13
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY
Please detach at perforation before mailing.
PROXY PROXY
OCEAN STATE TAX-EXEMPT FUND
PROXY FOR SHAREHOLDERS MEETING
TO BE HELD ON FEBRUARY 22, 2001
The undersigned shareholder of Ocean State Tax-Exempt Fund (the "Fund"), the
sole series of the VLC Trust, does hereby appoint Alfred B. Van Liew, Samuel H.
Hallowell, Jr. and Kevin M. Oates or any of them, as attorneys and proxies of
the undersigned, with full power of substitution, to attend the Meeting of
Shareholders of the Fund to be held on Thursday, February 22, 2001 at the
offices of the Fund, One Regency Plaza, Providence, Rhode Island 02903 at 10:30
a.m. local time, and at all adjournments thereof, and thereat to vote the shares
held in the name of the undersigned on the Record Date for said meeting on the
matters listed on the reverse. Such shares are entitled to one vote for each
share (and a proportionate fractional vote for each share held). Please read the
proxy statement prior to voting.
We encourage you to attend the Meeting of Shareholders. To vote your shares by
mail, complete and return this proxy card. Please mark your proxy card, date and
sign it below and return it promptly in the accompanying envelope which requires
no postage if mailed in the United States.
PLEASE SIGN NAME OR NAMES AS PRINTED ON PROXY TO AUTHORIZE THE VOTING OF YOUR
SHARES AS INDICATED. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS ALL JOINT
OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC.
SHOULD SO INDICATE.
- ------------------------------------------------------
Signature
- ------------------------------------------------------
Signature of joint owner if any
, 2001
- ------------------------------------------------------
Date 11369_PFO
IMPORTANT: PLEASE SIGN, DATE AND MAIL IN YOUR PROXY TODAY
14
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY
Please detach at perforation before mailing.
MANAGEMENT RECOMMEDS A VOTE FOR ALL NOMINESS LISTED BELOW AND FOR THE PROPOSAL
LISTED BELOW. THE SHARES REPRESENTED HEREBY WILL BE VOTED AS DIRECTED OR, IN THE
ABSENCE OF SUCH DIRECTION, "FOR ALL" THE SPECIFIED NOMINEES IN PROPOSAL NO. 1
AND "FOR" PROPOSAL NO. 2. AS TO ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
SAID MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF, SAID PROXIES SHALL
VOTE IN ACCORDANCE WITH THEIR BEST JUDGEMENT.
PLEASE VOTE BY FILLING IN THE BOXES IN BLUE OR BLACK INK. Example: [ ]
1. Election of Trustees
1. Mary Ann Altrui 4. Michael E. Hogue 7. Lawrence B. Sadwin
2. Milton C. Bickford, Jr. 5. Arthur H. Lathrop 8. John H. St. Sauveur
3. Meredith A. Curren 6. Alice M. Macintosh 9. Alfred B. Van Liew
FOR ALL WITHHOLD FOR ALL
ALL EXCEPT
[ ] [ ] [ ]
To withhold authority to vote for one or more (but not all) nominees, mark "For
all Except" and write the nominee number(s) on the line below.
- --------------------------------------------------------------------------------
2. Action on selection of Ernst & Young LLP as independent auditors.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE BEFORE MAILING