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 4, 2007                  By: /s/ Kevin M. Oates
                                           ------------------------------------
                                           Vice President & Treasurer