Covington Strategic Capital Fund Inc. - s. 62(5)

Decision

Headnote

Application pursuant to s. 6.1 of OSC Rule 13-502 Fees - exemption from requirement to pay activity fee of $1,500 in connection with the Application under item F(3) of Appendix C to Rule 13-502.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5 as am., s. 62(5).

Rules Cited

Ontario Securities Commission Rule 13-502 Fees, Appendix C, Item F(3).

January 16, 2006

LaBarge Weinstein Professional Corporation
515 Legget Drive, Suite 800
Kanata, Ontario
K2K 3G4

Attention: Prashant Watchmaker

Dear Sirs/Mesdames:

Re:
Covington Strategic Capital Fund Inc. (the "Fund")
Application under s. 6.1 of OSC Rule 13-502-Fees ("Rule 13-502")
Application No. 024/06

By letter dated January 12, 2006 (the "Application"), you applied on behalf of the Fund to the Ontario Securities Commission (the "Commission") under subsection 62(5) of the Securities Act (Ontario) (the "Act") for an extension of the time limits pertaining to the distribution of units under the prospectus of the Fund dated January 4, 2005, as amended from time to time (the "Prospectus"). You additionally applied for an exemption, pursuant to subsection 6.1 of Rule 13-502, from the requirement to pay an activity fee of $1,500 in connection with the Application in accordance with item F(3) of Appendix C of Rule 13-502.

From our review of the Application and other information communicated to staff, we understand the relevant facts and representations to be as follows:

1. The Fund is a reporting issuer under the Act and is not in default of any of the requirements of the securities legislation of the Province of Ontario.

2. The Class A Shares, Series I, and Class A Shares, Series II, of the Fund are currently qualified for distribution in Ontario by means of the Prospectus that was prepared and filed in accordance with requirements

3. The lapse date for the Fund is January 4, 2006. The Fund filed a pro forma prospectus on December 5, 2005.

4. In connection with staff's review of the Fund's pro forma prospectus dated December 5, 2005, staff posed certain questions to counsel for the Fund and counsel to the Fund has made representations to staff in order to resolve such questions. Both staff and the Fund have expressed a desire to have more time to review and resolve such matters. The Fund has also applied for exemptive relief from certain requirements in section 2.1 of National Instrument 81-105 and both staff and the Fund have expressed a desire to have more time to resolve the application.

Decision

This letter confirms that, based on the information provided in the Application and the facts and representations above, and for the purposes described in the Application, the Director hereby exempts the Fund from paying an activity fee of $1,500 in connection with the Application under item F(3) of Appendix C to Rule 13-502.

Yours truly,

"Rhonda Goldberg"
Assistant Manager, Investment Funds Branch