Report of Ernst & Young LLP, Independent Auditors
To the Trustees of VLC Trust and Shareholders of
Ocean State Tax Exempt Fund
We have audited the accompanying statement of assets and
liabilities, including the portfolio of investments, of
Ocean State Tax Exempt Fund (the "Fund") (a portfolio of
the VLC Trust), as of October 31, 2000, and the related
statement of operations for the year then ended, the
statements of changes in net assets for the two years in
the period then ended, and financial highlights for each
of the five years in the period then ended. These
financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of October 31, 2000, by
correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinions.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Ocean State Tax Exempt Fund, at
October 31, 2000, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in
the period then ended, and the financial highlights for each of the
five years in the period then ended, in conformity with accounting
principles generally accepted in the United States.
Boston, Massachusetts
November 24, 2000
