THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC

                     Supplement dated December 20, 2006 to
                        Prospectus dated July 26, 2006


This supplement provides important information about The Topiary Fund for
Benefit Plan Investors (BPI) LLC. It should be read in conjunction with the
Prospectus.

The paragraph under the section entitled "SUMMARY - Purchases of Interests" on
page 8 of the Prospectus should be deleted and replaced with the following:

         The Fund may accept both initial and additional applications by
         investors to purchase Interests at such times as the Fund may
         determine, subject to receipt of cleared funds three business days
         prior to the acceptance date set by the Fund. Pending investment in
         the Fund, the proceeds of the continuous offering will be placed in
         an interest-bearing escrow account by PFPC, the Fund's escrow agent.
         After any closing, the balance in the escrow account, including any
         interest earned, will be invested pursuant to the Fund's investment
         policies. Initial and subsequent purchases will generally be accepted
         monthly. The Fund reserves the right to reject in its complete and
         absolute discretion any application for Interests in the Fund. The
         Fund also reserves the right to suspend purchases of Interests at any
         time. Generally, the minimum initial investment in the Fund is
         $25,000.

The second paragraph under the section entitled "SUBSCRIPTION FOR INTERESTS"
on pages 44-45 of the Prospectus should be deleted and replaced with the
following:

         Investments may be subject to a sales charge of up to 2.5%, subject
         to waiver or adjustment in the sole discretion of the placement
         agent. Without limiting the foregoing, the sales charge is expected
         to be waived for certain institutional investors and certain persons
         associated with the Adviser or its affiliates. The sales charge will
         be added to each prospective investor's purchase amount, and will not
         constitute part of a Member's capital contribution to the Fund or
         part of the assets of the Fund. All purchases are subject to receipt
         by PFPC of the completed subscription booklet at least five business
         days, and receipt of cleared funds three business days, prior to the
         acceptance date. Generally, the minimum required initial purchase by
         each investor is $25,000, subject to the discretion of the Board to
         accept lesser amounts. The Distributor, the Adviser, or their
         affiliates may also pay from their own resources additional
         compensation to brokers or dealers in connection with the sale and
         distribution of the Interests or servicing of investors.

The fourth paragraph under the section entitled "SUBSCRIPTION FOR INTERESTS"
on page 45 of the Prospectus should be deleted and replaced with the
following:

         Except as otherwise permitted by the Board, initial and subsequent
         purchases of Interests will be payable in cash. Each initial or
         subsequent purchase of Interests is payable in one installment and is
         due at least three business days prior to the proposed acceptance of
         the purchase, although the Board may accept, in its discretion,
         purchases prior to its receipt of cleared funds.



              PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE