As filed with the Securities and Exchange Commission on September 7, 2005
Securities Act File No. 333-111561
Investment Company Act File No. 811-21480
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE TO
ISSUER TENDER OFFER STATEMENT
(Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934)
Amendment No. 1
THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
(Name of Issuer)
THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
(Name of Person(s) Filing Statement)
Limited Liability Company Interests
(Title of Class of Securities)
890716 10 3
(CUSIP Number of Class of Securities)
John H. Kim
Director and Senior Counsel
Deutsche Asset Management
25 DeForest Avenue
Summit, New Jersey 07901
(908) 608-3160
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
John A. MacKinnon, Esq.
Sidley Austin Brown & Wood LLP
787 Seventh Avenue
New York, New York 10019
(212) 839-5300
March 24, 2005
(Date Tender Offer First Published,
Sent or Given to Security Holders)
==============================================================================
This final amendment relates to the Issuer Tender Offer Statement on
Schedule TO (the "Statement") originally filed on March 24, 2005 by The
Topiary Fund for Benefit Plan Investors (BPI) LLC (the "Fund"), in connection
with an offer by the Fund to repurchase up to $8,309,069 of limited liability
company interests ("Interests") on the terms and subject to the conditions set
forth in the Offer to Repurchase and the related Letter of Transmittal. Copies
of the Offer to Repurchase and Letter of Transmittal were previously filed as
Exhibits (a)(1)(ii) and (a)(1)(iii) to the Statement on March 24, 2005.
This is the final amendment to the Statement and is being filed to
report the results of the Offer. Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Offer to Repurchase.
The following information is furnished pursuant to Rule 13e-4(c)(4):
1. The Offer expired at 12:00 midnight, Eastern Time, on April 26,
2005.
2. For Members who tendered all of their Interests in the Fund
(and which all were accepted for repurchase by the Fund), the
Valuation Date pursuant to the Offer was June 30, 2005.
3. $10,000,000 of Interests were validly tendered and not
withdrawn prior to the expiration of the Offer, and $8,309,069
of those Interests were accepted for purchase by the Fund in
accordance with the terms of the Offer.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DB HEDGE STRATEGIES FUND LLC
/s/ Marielena Glassman
----------------------------------------
Name: Marielena Glassman
Title: Treasurer
September 7, 2005