SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Ave., N.W.
Washington, DC 20004

LAURA E. FLORES
202.739.5684
lflores@morganlewis.com

August 2, 2005

VIA EDGAR CORRESPONDENCE

Mr. Christian T. Sandoe
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC  20549

Re:      RYDEX CAPITAL PARTNERS SPHINX FUND (THE "FUND") - PRELIMINARY PROXY
         -------------------------------------------------------------------
         STATEMENT (FILE NOS. 333-102487 AND 811-21278)
         ----------------------------------------------

Dear Mr. Sandoe:

This letter responds to your comments to the Fund's Preliminary Proxy  Statement
filed on July 12, 2005. The following summarizes your comments, and our response
to those comments.  Unless  otherwise noted,  capitalized  terms have  the  same
meaning as contained in the Fund's Proxy Statement.

1.       COMMENT.  Please reconcile the  treatment  of  abstentions  and  broker
         non-votes under "Quorum and Meeting  Adjournments"   with  the language
         included under "Vote Required to Approve Proposal" on  page  2  of  the
         Proxy Statement.

         RESPONSE. We have revised the first paragraph under "Quorum and Meeting
         Adjournments" as follows  (the revised language appears in bold for the
         purposes of this correspondence only):

         "Each whole share is entitled to one vote, and each fractional share is
         entitled to a proportionate fractional vote on each matter as to  which
         such shares are to be voted at the Special  Meeting.  The  presence  of
         forty percent (40%) of the Fund's shares entitled to vote on a proposal
         constitutes a quorum.  ABSTENTIONS OR BROKER NON-VOTES  WILL BE COUNTED
         AS PRESENT FOR PURPOSES OF DETERMINING THE PRESENCE OF A QUORUM."

<PAGE>

Mr. Christian T. Sandoe
August 2, 2005
Page 2

2.       COMMENT.  Please  confirm  the  information  included  in  the "Term of
         Office and Length of Time Served" column under the heading "Information
         About the Nominees" on page 3 of the Proxy Statement.

         RESPONSE. We have confirmed the information as requested.

3.       COMMENT.  Please include the additional  disclosure  items  required by
         Item 7(d)(2)(ii) of Schedule 14A in the discussion  of  the  Nominating
         Committee located on page 9 of the Proxy Statement.

         RESPONSE. We have revised the "Nominating Committee" section as follows
         (new  language  appears in bold for the purposes of this correspondence
         only):

         "Nominating  Committee.  The Board has a standing  Nominating Committee
         (the  "Committee")  currently  consisting of Messrs. Demaret,   Keller,
         and Lydon, each an Independent  Trustee.  The principal function of the
         Committee is to consider,  recommend and  nominate  candidates to  fill
         vacancies  on  the  Fund's Board, if  any. THE COMMITTEE WILL  CONSIDER
         SHAREHOLDER RECOMMENDATIONS  FOR  NOMINATIONS  TO  THE  BOARD,  IF SUCH
         RECOMMENDATIONS  ARE  SUBMITTED  IN  A  TIMELY  FASHION  IN WRITING AND
         ADDRESSED TO THE COMMITTEE C/O RYDEX CAPITAL  PARTNERS, 9601  BLACKWELL
         ROAD,  SUITE 500,  ROCKVILLE,  MARYLAND  20850.  THE COMMITTEE HAS  NOT
         ADOPTED PROCEDURES FOR CONSIDERING CANDIDATES FOR THE BOARD,  INCLUDING
         ANY  RECOMMENDED BY  SHAREHOLDERS, BUT MAY DO SO IN THE FUTURE.

         THE COMMITTEE  SHALL  EVALUATE  CANDIDATES'  QUALIFICATIONS  FOR  BOARD
         MEMBERSHIP AND SHALL DETERMINE WHETHER THEY ARE "INTERESTED PERSONS" OF
         THE FUND IN TERMS OF BOTH  THE LETTER AND  SPIRIT OF THE 1940 ACT.  THE
         COMMITTEE SHALL ALSO CONSIDER THE EFFECT OF  ANY  RELATIONSHIPS  BEYOND
         THOSE  DELINEATED IN THE 1940 ACT THAT MIGHT IMPAIR INDEPENDENCE, E.G.,
         BUSINESS, FINANCIAL OR FAMILY RELATIONSHIPS  WITH INVESTMENT  ADVISERS,
         PRINCIPAL  UNDERWRITERS OR OTHER  SERVICE PROVIDERS. THE COMMITTEE  HAS
         NOT ADOPTED SPECIFIC, MINIMUM QUALIFICATIONS.

         THE  COMMITTEE  MAY   ADOPT  FROM   TIME  TO  TIME  SPECIFIC,   MINIMUM
         QUALIFICATIONS THAT THE COMMITTEE BELIEVES A CANDIDATE MUST MEET BEFORE
         BEING CONSIDERED AS A CANDIDATE FOR  BOARD MEMBERSHIP AND  SHALL COMPLY
         WITH ANY  RULES  ADOPTED  FROM  TIME  TO  TIME  BY  THE  SEC  REGARDING
         INVESTMENT COMPANY NOMINATING  COMMITTEES AND THE NOMINATION OF PERSONS
         TO BE CONSIDERED AS CANDIDATES FOR BOARD MEMBERSHIP.

         While the  Committee  did not meet  formally  during the most  recently
         completed  fiscal   year,  the   members  of  the  Committee  discussed
         the nominations of the candidates at  length  during  informal meetings
         and  telephonically.  THE COMMITTEE  NOMINATED EACH CANDIDATE."

                                       ***

                                       3

<PAGE>

Mr. Christian T. Sandoe
August 2, 2005
Page 3

I hereby  acknowledge  on behalf of the Rydex Capital Partners  SPhinX Fund (the
"Fund")  that:  (i) the Fund is  responsible  for the adequacy and  accuracy  of
the disclosure in its proxy  statement;  (ii) SEC staff comments or  changes  to
disclosure in response to staff comments in the proxy  statement reviewed by the
staff do not foreclose the SEC from taking any action  with respect to the proxy
statement;  and (iii) the Fund may not assert SEC staff comments as a defense in
any  proceeding  initiated by the SEC or any person under the federal securities
laws of the United States.

If  you  have  any  additional  questions or comments, please do not hesitate to
contact me at 202.739.5684.

Sincerely,

/s/ Laura E. Flores

Laura E. Flores

c:  Joanna M. Haigney
    John M. Ford, Esq.
    W. John McGuire, Esq.

                                       3
</TEXT>
</DOCUMENT>