CODE OF ETHICS

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PROCEDURE CREATION DATE: Adopted December 11, 1998 (by RDF,
RSF, RVT, RGA, RFS, and RDI)
Adopted [Date] (by Sphinx and RSP)
Adopted by the Advisors, February 1,
2005
Adopted by the Board, February 11, 2005

PROCEDURE REVIEWED AS OF: September 2004
January 2006

PROCEDURE REVISED AS OF: February 1, 2002
January 30, 2003
August 25, 2003
February 1, 2005
January 9, 2006

REGULATORY RULES: Rule 17j-1 of the Investment Company
Act of 1940 and Rule 204A-1 under the
Investment Advisers Act of 1940
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BUSINESS UNIT: Compliance Department

RESPONSIBILITY: Compliance Administrator

MANAGER RESPONSIBLE: Compliance Manager

COVERED ENTITIES:

This Combined Code of Ethics adopted under Rule 17j-1 under the Investment
Company Act of 1940 (the "1940 Act") and Rule 204A-1 under the Investment
Advisers Act of 1940 (the "Advisers Act") covers the following companies:

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TRUSTS ADVISORS SERVICE PROVIDERS
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o Rydex Dynamic Funds o PADCO Advisors, Inc. o Rydex Fund Services, Inc.
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o Rydex Series Funds o PADCO Advisors II, Inc. o Rydex Distributors, Inc.
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o Rydex Variable Trust o Rydex Capital Partners I, LLC
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o Rydex ETF Trust o Rydex Capital Partners II, LLC
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o Rydex Capital Partners Sphinx Fund
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PROCEDURE:

Rydex Dynamic Funds, Rydex Series Funds, Rydex Variable Trust,Rydex ETF
Trust, and Rydex Capital Partners Sphinx Fund (each a "Trust" and jointly the
"Trusts"), and PADCO Advisors, Inc., PADCO Advisors II, Inc.,Rydex Capital
Partners I, LLC, Rydex Capital Partners II, LLC, Rydex Fund Services, Inc. and
Rydex Distributors, Inc. (each a "Company," jointly the "Companies," and
together with the Trusts, "Rydex") are confident that their officers, trustees,
directors and employees act with integrity and good faith. Rydex recognizes,
however, that personal interests may conflict with a Trust's or Company's
interests where trustees, directors, officers or employees:

o Know about present or future portfolio transactions or

o Have the power to influence portfolio transactions; and

o Engage in personal transactions in securities.

In an effort to prevent these conflicts from arising and in accordance
with Rule 17j-1(c)(1) under the 1940 Act and Rule 204A-1 under the Advisers Act,
Rydex has adopted this Code of Ethics and all amendments thereto (together, the
"Code") to prohibit transactions that create, may create, or appear to create
conflicts of interest, and to establish reporting requirements and enforcement
procedures. Each trustee, director, officer and employee of Rydex should
carefully read and review this Code.

1. About Rydex

1.1. Rydex Dynamic Funds, Rydex Series Funds, Rydex Variable Trust, and Rydex
ETF Trust are separately registered open-end management investment
companies.Rydex Capital Partners Sphinx Fund is a non-diversified closed-end
management investment company. Each Trust may consist of multiple investment
portfolios (each a "Fund" and together, the "Rydex Funds"). The Rydex Funds may
be grouped primarily into three broad categories: (1) Benchmark

Funds (one of which is exchange-traded), (2) Sector Funds, and (3) Strategic
Funds. In addition, there is a Money Market Fund and a closed-end fund of hedge
funds (the "Sphinx Fund").

1.2. PADCO Advisors, Inc., PADCO Advisors II, Inc., Rydex Capital Partners I,
LLC, and Rydex Capital Partners II, LLC (the "Advisors") are each investment
advisers. PADCO Advisors, Inc. is the investment adviser for Rydex Dynamic Funds
and Rydex Series Funds and PADCO Advisors II, Inc. is the investment adviser for
Rydex Variable Trust and Rydex ETF Trust. Rydex Capital Partners I, LLC is the
investment adviser for the Sphinx Fund and Rydex Capital Partners II, LLC is the
investment adviser for Rydex Capital Partners Equity Market Neutral Fund, LP, a
private equity fund.

1.3. Rydex Distributors, Inc. serves as the distributor to the Rydex Funds.

1.4. Rydex Financial Services, Inc. provides general administrative services and
serves as the transfer agent to the Rydex Dynamic Funds, Rydex Series Funds and
Rydex Variable Trust.

2. About this Code of Ethics

2.1. Transaction-Related and Reporting Provisions

This Code sets forth specific prohibitions relating to SECURITIES
transactions and also sets out certain reporting requirements. They cover the
persons identified below:

o All Company officers and directors;

o Employees who have access to nonpublic information regarding
any clients' purchase or sale of securities or the portfolio
holdings of any reportable fund, E.G. portfolio management and
fund accounting personnel, are involved in making securities
recommendations to clients, or have access to such
recommendations that are nonpublic;

o All Trustees of the Trusts, both INTERESTED and INDEPENDENT;
and

o Natural persons in a CONTROL relationship with a Company who
obtain information concerning recommendations made to a Fund
about the PURCHASE OR SALE of a SECURITY AND ARE NOT
SPECIFICALLY COVERED BY ANY OTHER SECTION OF THE CODE.

For the prohibitions and reporting requirements that apply to you, please
refer to Parts A-D, as indicated below. (Definitions of UNDERLINED terms are
included in Appendix A.)

o Independent Trustees of the Trusts Part A

o Interested Trustees of the Trusts Part B

o ACCESS PERSONS Part C

o Natural CONTROL Persons Part D

2.2. Other Provisions

The remainder of this Code sets forth general principles, required course
of conduct, reporting obligations, and Rydex's review, enforcement and
recordkeeping responsibilities as well as other miscellaneous information.

3. Statement of General Principles

In recognition of the trust and confidence placed in Rydex by shareholders
of the Trusts, and because Rydex believes that their operations should benefit
shareholders, Rydex has adopted the following universally applicable principles.

1. Shareholders' interests are paramount. You must place
shareholder interests before your own.

2. You must accomplish all personal SECURITIES transactions in a
manner that avoids an actual conflict or even the appearance
of a conflict of your personal interests with those of a Trust
and its shareholders.

3. You must avoid actions or activities that allow (or appear to
allow) you or your family to profit or benefit from your
position with Rydex, or that bring into question your
independence or judgment.

4. You must comply with all applicable federal securities laws,
including the prohibitions against the misuse of material
nonpublic information, in conducting yourself and the
operations of Rydex.

This Code does not attempt to identify all possible conflicts of interest,
and literal compliance with each of its specific provisions will not shield
investment company personnel from liability for personal trading or other
conduct that violates a fiduciary duty to Fund shareholders.

4. Required Course of Conduct

4.1. Prohibition Against Fraud, Deceit and Manipulation

You cannot, in connection with the PURCHASE OR SALE, directly or
indirectly, of a SECURITY HELD OR TO BE ACQUIRED by any Fund:

a. employ any device, scheme or artifice to defraud the
Fund;

b. make to the Fund any untrue statement of a material fact
or omit to state to the Fund a material fact necessary
in order to make the statements made, in light of the
circumstances under which they are made, not misleading;

c. engage in any act, practice or course of business which
would operate as a fraud or deceit upon the Fund; or

d. engage in any manipulative practice with respect to the
Fund.

Two of the most common risks associated with personal SECURITIES
transactions are front-running and trading opposite a fund. For example,
front-running would include the purchase of a SECURITY any time within seven
days ahead of when a fund purchases the same SECURITY or the sale of a SECURITY
any time within seven days ahead of when a fund sells the same SECURITY. An
example of trading opposite a fund would include the sale of a SECURITY any time
within seven days after a fund purchases the same SECURITY or the purchase of a
security any time within seven days after a fund sells the same SECURITY.

4.2. Limits on Accepting or Receiving Gifts

Access Persons cannot accept or receive any gift of more than DE MINIMIS
value from any person or entity that does business with or on behalf of Rydex.
THIS PROVISION DOES NOT INCLUDE:

o occasional meals, tickets to a sporting event or the theater,
or normal business entertainment; and

o any payment or reimbursement for professional training or
educational meetings.

4.3 Limits on Service as a Director

Access Persons shall not serve on the boards of directors of publicly
traded companies without prior approval from the Chief Compliance Officer.

5. Confidentiality - All personal SECURITIES transactions reports and any other
information filed with Rydex under this Code will be treated as confidential,
provided that such reports and related information may be produced to the
Securities and Exchange Commission (the "SEC") and other regulatory agencies.

6. Interpretation of Provisions - The Board of Trustees of the Trusts may from
time to time adopt such interpretations of this Code as it deems appropriate.

7. Acknowledgment of Receipt and Annual Certification - Each interested Trustee,
director, officer, employee and affiliated agent of Rydex will receive a copy of
the Code and any subsequent amendments to the Code, and each such person must
acknowledge receipt of the Code in writing. In addition, each such person is
required to certify annually that he/she (i) has read and understands the Code,
(ii) is aware that he/she is subject to the provisions of this Code, (iii) has
complied with the Code at all times during the previous calendar year, and (iv)
has, during the previous calendar year, reported all holdings and transactions
that he/she is required to report pursuant to the Code. The acknowledgement of
receipt and certification may be made electronically via the
rydex.starcompliance.com web site.

EXCEPTION HANDLING:

The Compliance Officer, in his or her discretion, may exempt any person
from any specific provision of the Code, if the Compliance Officer determines
that (a) the services of the person are valuable to Rydex; (b) the failure to
grant this exemption will result in an undue burden on the person or prevent the
person from being able to render services to Rydex; and (c) granting the
exemption does not detrimentally affect the shareholders of the Rydex Funds. The
Compliance Officer will prepare a report documenting the nature of any exemption
granted, the persons involved and the reasons for granting such exemption.

Any person granted an exemption with respect to a particular transaction
must furnish the Compliance Officer with a written report concerning that
transaction within three (3) days of the transaction.

REPORTING REQUIREMENTS:

1. Individual Reporting Obligations - See Parts A, B, C or D as appropriate, for
your specific reporting obligations.

1.1. Obligation to Report Violations of the Code - In addition to the individual
reporting requirements referenced above, any violation of the Code must be
promptly reported to the Compliance Officer.

2. Annual Written Report to the Board - At least once a year, the Compliance
Officer, on behalf of Rydex, will provide the Board of Trustees of each Trust a
WRITTEN report that includes:

2.1. Issues Arising Under the Code - The Report will describe any issue(s) that
arose during the previous year under the Code, including any material Code
violations, and any resulting sanctions.

2.2. Certification - The Report will certify to the Boards of Trustees that each
Company has adopted measures reasonably necessary to prevent its personnel from
violating the Code currently and in the future.

3. Periodic Review and Reporting - The Compliance Officer (or his or her
designee) will report to the Boards of Trustees at least annually as to the
operation of this Code and will address in any such report the need (if any) for
further changes or modifications to this Code.

TESTING AND REVIEW:

Each Trust and Company shall appoint the Compliance Officer.

1. Duties of the Compliance Officer and COMPLIANCE ADMINISTRATOR

1.1. The COMPLIANCE ADMINISTRATOR will, on a quarterly basis, review electronic
reports generated by StarCompliance that compare all reported personal
SECURITIES transactions with the Trusts' completed portfolio transactions and a
list of securities being considered for purchase or sale by the Advisors to
determine whether a Code violation may have occurred. The Compliance Officer may
request additional information or take any other appropriate measure that the
Compliance Officer decides is necessary to aid in this determination. Before
determining that a person has violated the Code, the Compliance Officer must
give the person an opportunity to supply explanatory material.

1.2. If the COMPLIANCE ADMINISTRATOR determines that a Code violation may have
occurred, the COMPLIANCE ADMINISTRATOR must submit the determination, together
with the confidential quarterly report and any explanatory material provided by
the person, to the Compliance Officer to make a determination.

1.3. No person is required to participate in a determination of whether he or
she has committed a Code violation or of the imposition of any sanction against
himself or herself. If a securities transaction of the President is under
consideration, a Vice President will act for the President for purposes of this
Section.

2. SANCTIONS - If the Compliance Officer finds that the person violated the
Code, the Compliance Officer will impose upon the person sanctions that the
Compliance Officer deems appropriate and will report the violation and the
sanction imposed to the Board of Trustees of the Rydex Funds at the next
regularly scheduled board meeting unless, in the sole discretion of the Trusts'
Compliance Officer, circumstances warrant an earlier report. Sanctions may
include but are not limited to disgorgement of profits, a letter of censure,
suspension of trading privileges, or suspension or termination of employment of
the violator.

RECORDKEEPING:

The Companies will maintain records as set forth below. These records will
be maintained in accordance with Rule 31a-2 under the 1940 Act and Rule
204-2(a)(12) under the Advisers Act and will be available for examination by
representatives of the SEC.

o A copy of this Code and any other code which is, or at any
time within the past five years has been, in effect will be
preserved in an easily accessible place;

o A list of all persons who are, or within the past five years
have been, required to submit reports under this Code will be
maintained in an easily accessible place;

o A copy of each report made by a person under this Code will be
preserved for a period of not less than five years from the
end of the fiscal year in which it is made, the first two
years in an easily accessible place;

o A copy of each duplicate brokerage confirmation and each
periodic statement provided under this Code will be preserved
for a period of not less than five years from the end of the
fiscal year in which it is made, the first two years in an
easily accessible place.

o A record of any Code violation and of any sanctions taken will
be preserved in an easily accessible place for a period of not
less than five years following the end of the fiscal year in
which the violation occurred;

o A copy of each annual report to the Board of Trustees will be
maintained for at least five years from the end of the fiscal
year in which it is made, the first two years in an easily
accessible place;

o A copy of all Acknowledgements of Receipt and Annual
Certifications as required by this Code for each person who is
currently, or within the past five years was required to
provide such Acknowledgement of Receipt or Annual
Certification; and

o The Companies will maintain a record of any decision, and the
reasons supporting the decision, to approve the acquisition of
SECURITIES in a PRIVATE PLACEMENT, for at least five years
after the end of the fiscal year in which the approval is
granted.

DISCLOSURE:

The Code of Ethics will be disclosed in accordance with the requirements
of Forms ADV, N1-A, and N-2.

REVISIONS:

These procedures shall remain in effect until amended, modified or
terminated. The Boards of Trustees must approve any material amendments to the
Code within six months of the amendment.

PART A PROCEDURES FOR INDEPENDENT TRUSTEES

GENERAL OBLIGATIONS.

1. Required Transaction Reports

1.1. On a quarterly basis you must report any SECURITIES transactions, as well
as any SECURITIES accounts established. You must submit your report to the
Compliance Officer no later than 30 calendar days after the end of the calendar
quarter in which the transaction to which the report relates was effected.
Quarterly Personal Securities Transactions Reports will be made electronically,
via the RYDEX.STARCOMPLIANCE.COM web site. You will receive notification via
email when the Quarterly Transaction Report is due, including instructions on
how to access the information and complete the report.

1.2. If you had no reportable transactions or did not open any SECURITIES
accounts during the quarter, you are not required to submit a report.

1.3. Reports of individual SECURITIES transactions are required only if you KNEW
at the time of the transaction or, in the ordinary course of fulfilling your
official duties as a Trustee, SHOULD HAVE KNOWN, that during the 15-calendar day
period immediately preceding or following the date of your transaction, the same
SECURITY was PURCHASED OR SOLD, or was BEING CONSIDERED FOR PURCHASE OR SALE, by
a Fund.

NOTE: The "SHOULD HAVE KNOWN" standard does not:

o imply a duty of inquiry;

o presume you should have deduced or extrapolated from
discussions or memoranda dealing with the Fund's investment
strategies; or

o impute knowledge from your prior knowledge of the Fund's
portfolio holdings, market considerations, or investment
policies, objectives and restrictions.

2. What Securities Are Covered Under Your Quarterly Reporting Obligation?

If the transaction is reportable because it came within paragraph (1),
above, you must report all transactions in SECURITIES that: (i) you directly or
indirectly BENEFICIALLY OWN or (ii) because of the transaction, you acquire
direct or indirect BENEFICIAL OWNERSHIP. The report must also contain any
account you established in which any SECURITIES were held during the quarter.
You are not required to detail or list PURCHASES OR SALES effected for any
account over which you have no direct or indirect influence or CONTROL.

You may include a statement in your report that the report shall not be
construed as your admission that you have any direct or indirect BENEFICIAL
OWNERSHIP in the SECURITY included in the report.

PART B INTERESTED TRUSTEES

GENERAL OBLIGATIONS.

1. Providing a List of Securities

You must provide the Compliance Officer with a complete listing of all
securities you BENEFICIALLY OWN as of December 31 of the previous year. Each
following year, you must submit a revised list to the Compliance Officer showing
the SECURITIES you BENEFICIALLY OWN as of December 31. You must submit the
initial listing within 10 calendar days of the date you first become a Trustee,
and each update no later than 30 calendar days after the start of the year. The
initial listing should be a complete listing of all securities you BENEFICIALLY
OWN as of a date no more than 45 days prior to the date you become an ACCESS
PERSON. The Initial Holdings Report and Annual Holdings Report, as applicable,
will be delivered electronically, via the RYDEX.STARCOMPLIANCE.COM web site. You
will receive notification via email when the applicable report is due, including
instructions on how to access the information and complete the report.

You are NOT required to provide this list of securities if you are not
currently affiliated with or employed by a Trust's investment adviser(s) or
distributor.

2. Required Transaction Reports

On a quarterly basis you must report any SECURITIES transactions, as well
as any SECURITIES accounts established. You must submit your report to the
Compliance Officer no later than 30 calendar days after the end of the calendar
quarter in which the transaction to which the report relates was effected.
Quarterly Personal Securities Transactions Reports will be made electronically,
via the RYDEX.STARCOMPLIANCE.COM web site. You will receive notification via
email when the Quarterly Transaction Report is due, including instructions on
how to access the information and complete the report.

If you had no reportable transactions or did not open any SECURITIES
accounts during the quarter, you are still required to submit a report. Please
sign in the space provided and submit the report with no transactions listed.

3. What Securities Are Covered Under Your Quarterly Reporting Obligation?

You must report all transactions in SECURITIES that: (i) you directly or
indirectly BENEFICIALLY OWN or (ii) because of the transaction, you acquire
direct or indirect BENEFICIAL OWNERSHIP. The report must also contain any
account you established in which any SECURITIES were held during the quarter.
You are not required to detail or list PURCHASES OR SALES effected for any
account over which you have no direct or indirect influence or CONTROL.

You may include a statement in your report that the report shall not be
construed as your admission that you have any direct or indirect BENEFICIAL
OWNERSHIP in the SECURITY included in the report.

4. Pre-Approval of IPOs and Private Placements

You shall not acquire BENEFICIAL OWNERSHIP of any SECURITIES offered in
connection with an IPO and you must obtain approval from the Compliance Officer
before acquiring BENEFICIAL OWNERSHIP of any SECURITIES offered in connection
with a PRIVATE PLACEMENT.

PART C ACCESS PERSONS

GENERAL OBLIGATIONS

1. Thirty-Day Prohibition on Selling Securities

You cannot purchase and sell, or sell and purchase, the same SECURITY
within 30 calendar days. Transactions of Reportable Funds are exempt from this
prohibition.

2. Providing a List of Securities

You must provide the Compliance Officer with a complete listing of all
securities you BENEFICIALLY OWN as of December 31 of the previous year. Each
following year, you must submit a revised list to the Compliance Officer showing
the SECURITIES you BENEFICIALLY OWN as of December 31. You must submit the
initial listing within 10 calendar days of the date you first become an ACCESS
PERSON, and each update no later than 30 calendar days after the start of the
year. The initial listing should be a complete listing of all securities you
BENEFICIALLY OWN as of a date no more than 45 days prior to the date you become
an ACCESS PERSON. The Initial Holdings Report and Annual Holdings Report, as
applicable, will be delivered electronically, via the RYDEX.STARCOMPLIANCE.COM
web site. You will receive notification via email when the applicable report is
due, including instructions on how to access the information and complete the
report.

You are NOT required to provide this list of securities if you are not
currently affiliated with or employed by a Trust's investment adviser(s) or
distributor.

3. Duplicate Brokerage Confirmation and Statements

You must direct your brokers to provide the Compliance Officer with
duplicate copies of confirmations of all securities transactions in which you
will acquire BENEFICIAL OWNERSHIP of a security and copies of periodic
statements for all personal securities accounts.

4. Pre-Clearance Requirement

You must submit a report detailing every proposed SECURITIES transaction
in which you will acquire a BENEFICIAL OWNERSHIP interest to the Compliance
Officer and obtain pre-clearance for each securities transaction prior to
engaging in the transaction. The report shall include the name of the security,
date of the proposed transaction, quantity, price, and broker-dealer through
which the transaction is to be effected. The pre-clearance requirement shall not
apply to transactions in Reportable Funds.

5. What Securities and Transactions May Be Excluded from the Pre-Clearance
Requirement?

You are not required to pre-clear the following transactions:

a. PURCHASES OR SALES effected for any account over which you
have no direct or indirect influence or CONTROL.

b. Purchases you made solely with the dividend proceeds received
in a dividend reinvestment plan or that are part of an
automatic payroll deduction plan or other similar type of
plan, where you purchase SECURITIES issued by your employer.

c. Purchases arising from the exercise of rights issued by an
issuer PRO RATA to all holders of a class of its SECURITIES,
as long as you acquired these rights from the issuer, and
sales of such rights so acquired.

d. PURCHASES OR SALES of direct obligations of the U.S.
Government, bankers' acceptances, bank certificates of
deposit, commercial paper, high quality short-term debt
instruments, including repurchase agreements, and registered
open-end mutual funds, and shares issued by Unit Investment
Trusts that are invested exclusively in one or more
unaffiliated open-end funds.

e. PURCHASES OR SALES which are non-volitional on your part,
including PURCHASES OR SALES upon exercise of puts or calls
written by you and sales from a margin account to a BONA FIDE
margin call.

5.1. Pre-Approval of IPOs and Private Placements

You shall not acquire BENEFICIAL OWNERSHIP of any SECURITIES
offered in connection with an IPO and you must obtain approval from the
Compliance Officer before acquiring BENEFICIAL OWNERSHIP of any SECURITIES
offered in connection with a PRIVATE PLACEMENT.

6. Required Transaction Reports

On a quarterly basis you must report transactions in SECURITIES, as well
as any SECURITIES accounts established. You must submit your report to the
Compliance Officer no later than 30 calendar days after the end of the calendar
quarter in

which the transaction to which the report relates was effected. Quarterly
Personal Securities Transactions Reports will be made electronically, via the
RYDEX.STARCOMPLIANCE.COM web site. You will receive notification via email when
the Quarterly Transaction Report is due, including instructions on how to access
the information and complete the report.

7. What Securities Are Covered Under Your Quarterly Reporting Obligation?

You must report all transactions in SECURITIES that: (i) you directly or
indirectly BENEFICIALLY OWN or (ii) because of the transaction, you acquire
direct or indirect BENEFICIAL OWNERSHIP. The report must contain any account you
established in which any SECURITIES were held during the quarter. You are not
required to detail or list PURCHASES OR SALES effected for any account over
which you have no direct or indirect influence or CONTROL.

You may include a statement in your report that the report shall not be
construed as your admission that you have any direct or indirect BENEFICIAL
OWNERSHIP in the SECURITY included in the report.

8. Seven-Day Blackout Period on Personal Securities Transactions

You cannot PURCHASE OR SELL, directly or indirectly, any SECURITY in which
you had (or by reason of such transaction acquire) any BENEFICIAL OWNERSHIP at
any time within seven calendar days before or after the time that the same (or a
related) SECURITY IS BEING PURCHASED OR SOLD by any Rydex Fund. This provision
will only apply if you obtain specific information regarding the PURCHASE OR
SALE of a SECURITY by a Rydex Fund.

8.1. Exception to Blackout Period

The seven-day blackout period does not apply to the PURCHASE OR SALE of
any SECURITY (i) of a company with a market capitalization in excess of $500
million, (ii) included in either the S&P 500 Composite Index or the NASDAQ 100
Index, and (iii) made in dollar amounts less than $25,000.

PART D NATURAL CONTROL PERSONS

GENERAL OBLIGATIONS.

1. Providing a List of Securities

You must provide the Compliance Officer with a complete listing of all
SECURITIES you BENEFICIALLY OWN as of December 31 of the previous year. Each
following year, you must submit a revised list to the Compliance Officer showing
the SECURITIES you BENEFICIALLY OWN as of December 31. You must submit the
initial listing within 10 calendar days of the date you first become a natural
CONTROL person, and each update no later than 30 calendar days after the start
of the year. The initial listing should be a complete listing of all securities
you BENEFICIALLY OWN as of a date no more than 45 days prior to the date you
become an ACCESS PERSON. The Initial Holdings Report and Annual Holdings Report,
as applicable, will be delivered electronically, via the
RYDEX.STARCOMPLIANCE.COM web site. You will receive notification via email when
the applicable report is due, including instructions on how to access the
information and complete the report.

You are NOT required to provide this list of securities if you are not
currently affiliated with or employed by the Trusts' investment adviser(s) or
distributor.

2. Required Transaction Reports

3. What Securities Are Covered Under Your Quarterly Obligation?

You must report all transactions in SECURITIES that: (i) you directly or
indirectly BENEFICIALLY OWN or (ii) because of the transaction, you acquire
direct or indirect BENEFICIAL OWNERSHIP. The report must also include any
account you established in which SECURITIES were held during the quarter. You
are not required to detail or list PURCHASES OR SALES effected for any account
over which you have no direct or indirect influence or CONTROL.

You may include a statement in your report that the report shall not be
construed as your admission that you have any direct or indirect BENEFICIAL
OWNERSHIP in the SECURITY included in the report.

4. Pre-Approval of IPOs and Private Placements

APPENDIX A DEFINITIONS

ACCESS PERSON includes: (a) any trustee, director or officer of any Rydex Trust,
Advisor or Rydex Distributors, Inc. and (b) any supervised person who has access
to nonpublic information regarding any clients' purchase or sale of securities
or the portfolio holdings of any reportable fund, E.G. portfolio management and
fund accounting personnel, is involved in making securities recommendations to
clients, or has access to such recommendations that are nonpublic.

BENEFICIAL OWNERSHIP means the same as under Section 16 of the Securities
Exchange Act of 1934 and Rule 16a-1(a)(2) thereunder. You should generally
consider yourself the beneficial owner of any SECURITY in which you have a
direct or indirect pecuniary interest, which is the opportunity to profit
directly or indirectly or share in any profit derived from a transaction
securities. In addition, you should consider yourself the beneficial owner of
SECURITIES held by your spouse, your minor children, a relative who shares your
home, or other persons by reason of any contract, arrangement, understanding or
relationship that provides you with sole or shared voting or investment power.

CONTROL means the same as that under Section 2(a)(9) of the 1940 Act. Section
2(a)(9) provides that "control" means the power to exercise a controlling
influence over the management or policies of a company, unless such power is
solely the result of an official position with such company. Ownership of 25% or
more of a company's outstanding voting SECURITIES is presumed to give the holder
of such SECURITIES control over the company. This presumption may be countered
by the facts and circumstances of a given situation.

INDEPENDENT TRUSTEE means a trustee of a Trust who is not an "interested person"
of the Trust within the meaning of Section 2(a)(19) of the 1940 Act. As of
January 9, 2006, the Trusts' INDEPENDENT TRUSTEES are:

Corey A. Colehour
J. Kenneth Dalton
Roger Somers
John O. Demaret
Patrick T. McCarville
Werner E. Keller
Thomas F. Lydon Jr.

INITIAL PUBLIC OFFERING ("IPO") means an offering of SECURITIES registered under
the Securities Act of 1933, the issuer of which, immediately before
registration, was not subject to the reporting requirements of Section 13 or
Section 15(d) of the Securities Exchange Act of 1934.

INTERESTED TRUSTEE means a trustee of a Trust who is an "interested person" of
the Trust within the meaning of Section 2(a)(19) of the 1940 Act. As of January
9, 2006, the Trusts' only INTERESTED trustees are:

Carl G. Verboncoeur
Michael P. Byrum

PRIVATE PLACEMENT means an offering that is exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) in the
Securities Act of 1933.

PURCHASE OR SALE OF A SECURITY includes, among other things, the writing of an
option to purchase or sell a SECURITY.

REPORTABLE FUND means any fund for which an Advisor serves as investment
adviser, any fund whose investment adviser or principal underwriter controls
you, is controlled by you, or is under common control with you, or any
closed-end fund or exchange-traded fund regardless of affiliation. For purposes
of this Code definition, control has the same meaning as it does above.

SECURITY means the same as that set forth in Section 2(a)(36) of the 1940 Act,
except that it does not include direct obligations of the U.S. Government,
bankers' acceptances, bank certificates of deposit, commercial paper, shares of
registered open-end mutual funds other than REPORTABLE FUNDS, and high quality
short-term debt instruments, including repurchase agreements. A high quality
short-term debt instrument is an instrument that has a maturity AT ISSUANCE of
less than 366 days and that is rated in one of the two highest rating categories
by a NRSRO. A SECURITY does not include index futures or other commodities. For
purposes of this Code, a security does include futures, options, options on
futures, and other types of derivatives. A SECURITY also does not include shares
issued by UITs that are invested exclusively in one or more unaffiliated
open-end funds, none of which are REPORTABLE FUNDS.

A SECURITY HELD OR TO BE ACQUIRED by a Trust (or any Fund) means any SECURITY
which, within the most recent 15 days, (i) is or has been held by a Trust (or
any Fund) or (ii) is being or has been considered by a Trust's Advisor or
sub-adviser

for purchase by the Trust (or any Fund), and any option to purchase or sell, and
any SECURITY convertible into or exchangeable for any SECURITY.

A SECURITY is BEING PURCHASED OR SOLD by a Trust from the time a PURCHASE OR
SALE program has been communicated to the person who places buy and sell orders
for the Trust until the program has been fully completed or terminated.

COMPLIANCE OFFICER means the chief compliance officer of Rydex Dynamic Funds,
Rydex Series Funds, Rydex Variable Trust, Rydex ETF Trust, and the Sphinx Fund
pursuant to Rule 38a-1 under the 1940 Act and the chief compliance officer of
PADCO Advisors, Inc., PADCO Advisors II, Inc., Rydex Capital Partners I, LLC,
and Rydex Capital Partners II, LLC pursuant to Rule 206(4)-7 under the Advisers
Act, or any person designated by such chief compliance officer to act in the
chief compliance officer's absence. As of January 9, 2006, the Compliance
Officer is:

Joanna M. Haigney

COMPLIANCE ADMINISTRATOR means a compliance personnel employee designated by the
Compliance Officer.