Notice of Shareholder Mailing

Please find attached a copy of the “Notice of Change of Control” that will be sent Wednesday May 6, 2009 to all Covington shareholders.  The communication informs shareholders of the agreement of change of control of Covington Capital Corp. (“Covington”) from AMG Canada Corp. to RC Capital Management Inc. (“RC Capital”).  RC Capital is wholly owned by existing Covington Managing Directors Scott Clark and Phil Reddon.

Upon completion of the transaction, subsequent to receipt of the necessary regulatory approvals, and satisfaction of other customary closing conditions, RC Capital expects no changes in the daily operations of Covington or its funds.  Covington’s existing investment, operations, and sales & marketing team will remain in place.  Additionally, relationships with key service providers (including CI Investments Inc.) will remain - ensuring no disruption in the level of service to you or your clients.

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Investors of:

Covington Fund II Inc.
Covington Strategic Capital Fund Inc.
Covington Venture Fund Inc.
New Generation Biotech (Equity) Fund Inc.

Notice of Change of Control

This notice is being provided to you for informational purposes only, and investors are not required to take any action due to the transaction being described in this notice.

This communication is to notify you that the shareholder of Covington Capital Corporation (the "Manager") has entered into a share purchase agreement with RC Capital Management Inc. ("RC Capital") pursuant to which RC Capital has agreed to purchase all of the issued and outstanding securities of the Manager, which are currently owned by AMG Canada Corp. The proposed transaction will constitute a direct change of control of Covington Capital which is the manager and/or investment advisor of Covington Fund II Inc., Covington Strategic Capital Fund Inc., Covington Venture Fund Inc., and New Generation Biotech (Equity) Fund Inc. (the "Funds").

Based on representations from RC Capital, all of the current service providers are expected to continue in their current roles and the Manager does not anticipate there will be any changes to the day-to-day operations of the Funds. The investment style, objectives and strategy used by the investment advisor to approve the investments made on behalf of the Funds will remain unaffected, as will the investment professionals responsible for managing the investments held by Funds once they are made.

RC Capital is owned as to 50% by a trust of which Philip R. Reddon is the sole trustee, and 50% by a trust of which Scott D. Clark is the sole trustee. Philip R. Reddon and Scott D. Clark each have extensive experience providing management and investment management services to the Funds and have been officers and/or directors of the Funds for a number of years.

Messrs Jeffrey S. Murphy and Umesh Vallipuram and Ms. Jennifer Borggaard will resign from the director positions that they hold with the Manager effective as of the closing of the transaction. Messrs Philip R. Reddon, Scott D. Clark and Ms. Lisa Low will replace Mr. Murphy, Mr. Vallipuram and Ms. Borggaard as directors.

The transaction is subject to regulatory approval, consents and standard closing conditions. It is expected to close in July 2009.

For more information concerning the transaction, please call the Manager at 416-365-9155 and ask for Fiona Robertson, EVP Sales and Marketing, Covington Group of Funds.