UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-21480 --------------------- The Topiary Fund for Benefit Plan Investors (BPI) LLC -------------------------------------------------------------------- (Exact name of registrant as specified in charter) 345 Park Avenue New York, NY 10154 ------------------------------------------------------------- (Address of principal executive offices) (Zip code) John H. Kim, Director & Senior Counsel Deutsche Asset Management 345 Park Avenue New York, NY 10154 ------------------------------------------------------------- (Name and address of agent for service) registrant's telephone number, including area code: 212-454-6849 ------------- Date of fiscal year end: March 31 --------- Date of reporting period: March 31, 2006 --------------- Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ITEM 1. REPORTS TO STOCKHOLDERS. The Report to Shareholders is attached herewith. THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC CONSOLIDATED FINANCIAL STATEMENTS For the Year Ended March 31, 2006 The Topiary Fund for Benefit Plan Investors (BPI) LLC Consolidated Financial Statements For the Year Ended March 31, 2006 -------------------------------------------------------------------------------- The financial statements of The Topiary Master Fund for Benefit Plan Investors (BPI) LLC are attached and should be read in conjunction with the consolidated financial statements of The Topiary Fund for Benefit Plan Investors (BPI) LLC. CONTENTS Report of Independent Registered Public Accounting Firm ................. 1 Consolidated Statement of Assets, Liabilities and Members' Capital ...... 2 Consolidated Statement of Operations .................................... 3 Consolidated Statement of Changes in Members' Capital ................... 4 Consolidated Statement of Cash Flows .................................... 5 Consolidated Financial Highlights ....................................... 6 Notes to Consolidated Financial Statements .............................. 7-12 Directors and Officers Biographical Data ................................ 13-17 Portfolio Proxy Voting Policies and Procedures; SEC Filings ............. 18 THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC ...... ATTACHMENT A [GRAPHIC OMITTED] PRICEWATERHOUSECOOPERS -------------------------------------------------------------------------------- PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers Center 300 Madison Avenue New York NY 10017 Telephone (646) 471 3000 Facsimile (813) 286 6000 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Members of The Topiary Fund for Benefit Plan Investors (BPI) LLC In our opinion, the accompanying consolidated statement of assets, liabilities and members' capital, and the related consolidated statements of operations, of changes in members' capital and of cash flows and the financial highlights present fairly, in all material respects, the financial position of The Topiary Fund for Benefit Plan Investors (BPI) LLC and its subsidiary (the "Fund") at March 31, 2006, the results of their operations and their cash flows for the year then ended and the changes in their members' capital and the financial highlights for the year then ended and for the period October 1, 2004 (commencement of operations) through March 31, 2005, in conformity with accounting principles generally accepted in the United States of America. These consolidated financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP May 22, 2006 1 The Topiary Fund for Benefit Plan Investors (BPI) LLC Consolidated Statement of Assets, Liabilities and Members' Capital March 31, 2006 ASSETS Investments in the Master Fund $70,865,315 Receivable from Master Fund 3,223,157 Receivable from Adviser 87,365 Interest receivable 6 ----------- TOTAL ASSETS $74,175,843 =========== LIABILITIES Subscriptions received in advance $ 3,223,157 Professional fees payable 81,475 Administration fees payable 4,000 Custodian fees payable 1,890 ----------- TOTAL LIABILITIES 3,310,522 ----------- MEMBERS' CAPITAL 70,865,321 ----------- TOTAL LIABILITIES AND MEMBERS' CAPITAL $74,175,843 =========== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 2 The Topiary Fund for Benefit Plan Investors (BPI) LLC Consolidated Statement of Operations For the Year Ended March 31, 2006 NET INVESTMENT LOSS ALLOCATED FROM THE MASTER FUND: Income $ 88,914 Expenses (953,530) ------------ Net investment loss allocated from the Master Fund (864,616) ------------ FUND INCOME Interest income 4,583 FUND EXPENSES Amortization of offering costs 152,040 Professional fees 133,830 Administration fees 24,000 Custodian fees 12,403 --------- Total expenses 322,273 Fund expenses reimbursed (322,273) --------- Net expenses -- ------------ NET INVESTMENT INCOME FROM FUND 4,583 ------------ Net investment loss (860,033) ------------ GAINS FROM INVESTMENT FUND TRANSACTIONS Net realized gains from investment funds allocated from the Master Fund 841,534 Net change in unrealized appreciation on investment funds allocated from the Master Fund (net of taxes: $165,055) 6,662,200 --------- NET GAINS FROM INVESTMENT FUNDS TRANSACTIONS 7,503,734 ------------ NET INCREASE IN MEMBERS' CAPITAL DERIVED FROM OPERATIONS $ 6,643,701 ============ THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 3 The Topiary Fund for Benefit Plan Investors (BPI) LLC Consolidated Statements of Changes in Members' Capital SPECIAL ADVISORY OTHER MEMBER MEMBERS' CAPITAL ---------------- ---------------- PERIOD FROM OCTOBER 1, 2004 (COMMENCEMENT OF OPERATIONS) THROUGH MARCH 31, 2005 FROM INVESTMENT ACTIVITIES Net investment loss -- $ (164,880) Net realized loss from investment funds allocated from the Master Fund -- (54,354) Net change in unrealized appreciation on investment funds allocated from the Master Fund -- 979,071 ------------ ------------ NET INCREASE IN MEMBERS' CAPITAL DERIVED FROM OPERATIONS -- 759,837 FROM MEMBERS' CAPITAL TRANSACTIONS Subscriptions -- 28,313,525 Redemptions Reallocation of incentive allocation $ 57,188 (57,188) NET CHANGE IN MEMBERS' CAPITAL FROM CAPITAL TRANSACTIONS 57,188 28,256,337 ------------ ------------ NET CHANGE IN MEMBERS' CAPITAL 57,188 29,016,174 Members' Capital at beginning of period -- 100,000 ------------ ------------ Members' Capital at end of period $ 57,188 $ 29,116,174 ============ ============ TOTAL CAPITAL ($29,173,362) FOR THE YEAR ENDED MARCH 31, 2006 FROM INVESTMENT ACTIVITIES Net investment loss -- $ (860,033) Net realized gain from investment funds allocated from the Master Fund -- 841,534 Net change in unrealized appreciation on investment funds allocated from the Master Fund -- 6,662,200 ------------ ------------ NET INCREASE IN MEMBERS' CAPITAL DERIVED FROM OPERATIONS -- $ 6,643,701 FROM MEMBERS' CAPITAL TRANSACTIONS Subscriptions -- 36,250,624 Redemptions $ (57,188) (1,145,178) Reallocation of incentive allocation (464,280) (464,280) ------------ ------------ NET CHANGE IN MEMBERS' CAPITAL FROM CAPITAL TRANSACTIONS 407,092 34,641,166 ------------ ------------ NET CHANGE IN MEMBERS' CAPITAL 407,092 41,284,867 Members' Capital at beginning of year 57,188 29,116,174 ------------ ------------ Members' Capital at end of year $ 464,280 $ 70,401,041 ============ ============ TOTAL CAPITAL ($70,865,321) THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 4 The Topiary Fund for Benefit Plan Investors (BPI) LLC Consolidated Statement of Cash Flows For the Year Ended March 31, 2006 CASH FLOWS FROM OPERATING ACTIVITIES Net increase in Members' capital from operations $ 6,643,701 Adjustments to reconcile net increase in Members' Capital from operations to net cash used in operating activities: Purchases of investment in Master Fund (36,559,361) Redemption of investment in Master Fund 1,202,447 Net investment loss allocated from the Master Fund 864,616 Net realized gains from investment funds allocated from the Master Fund (841,534) Net change in unrealized appreciation on investment funds allocated from the Master Fund (6,662,200) Decrease in receivable from Adviser 150,291 Increase in interest receivable (6) Decrease in advance subscription to the Master Fund 548,010 Decrease in deferred offering costs 152,040 Decrease in administration fees payable (8,000) Increase in professional fees payable 9,850 Decrease in custodian fees payable (102) ------------ NET CASH USED IN OPERATING ACTIVITIES (34,500,248) ------------ CASH FLOWS FROM FINANCING ACTIVITIES Subscriptions 35,702,614 Redemptions (1,202,366) ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 34,500,248 ------------ NET CHANGE IN CASH -- Cash and cash equivalents at beginning of year -- ------------ Cash and cash equivalents at end of year $ -- ============ THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 5 The Topiary Fund for Benefit Plan Investors (BPI) LLC Consolidated Financial Highlights PERIOD FROM OCTOBER 1, THE FOLLOWING REPRESENTS THE RATIOS TO AVERAGE NET 2004 (COMMENCEMENT OF ASSETS AND OTHER FINANCIAL HIGHLIGHTS INFORMATION FOR YEAR ENDED OPERATIONS) THROUGH THE YEAR: MARCH 31, 2006 MARCH 31, 2005 --------------------------- -------------------------- Ratios to average net assets: Net investment loss (b) (1.57%) (1.67%) (a) Net expenses (b)(c) 1.75% 1.75% (a) Incentive allocation 0.82% 0.58% --------------------------- -------------------------- Net expenses and incentive allocation 2.57% 2.33% Total return 11.18% 5.04% (d) Incentive allocation (0.70%) (0.20%) (d) --------------------------- -------------------------- Total return net of incentive allocation 10.48% 4.84% (d) Portfolio turnover rate of Master Fund 39% 3% Members' capital, end of year (thousands) $ 70,865 $ 29,173 (a) Annualized for periods of less than one year. (b) The Adviser waived and reimbursed $322,273 of fees for the year ended March 31, 2006. The net investment loss ratio would have been 0.59% greater and the net expenses ratio would have been 0.59% greater had these fees and expenses not been waived and reimbursed by the Adviser. The Adviser waived and reimbursed $349,691 of fees and expenses for the period ended March 31, 2005. The net investment loss ratio would have been 3.57% greater and the net expenses ratio would have been 3.57% greater had these fees and expenses not been waived and reimbursed by the Adviser. (c) Expenses of the underlying Investment Funds are not included in the expense ratio; however expenses of the Master Fund are included. (d) Not annualized. The above ratios and total returns are calculated for all Members taken as a whole. An individual investor's return may vary from these returns based on the timing of capital transactions. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 6 THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 1. ORGANIZATION The Topiary Fund for Benefit Plan Investors (BPI) LLC (the "Fund") was organized as a Delaware limited liability company on July 16, 2004 and commenced operations October 1, 2004. The Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a closed-end, non-diversified, management investment company. The Fund's interests (the "Interests") are registered under the Securities Act of 1933, as amended (the "1933 Act"), but are subject to substantial limits on transferability and resale. The Fund's investment objective is to generate long-term capital appreciation. The Fund seeks to achieve this objective by investing substantially all of its investable assets into The Topiary Offshore Fund for Benefit Plan Investors (BPI) LDC (the "Offshore Fund"), a Cayman Islands limited duration company with the same investment objectives as the Fund. The Offshore Fund in turn invests substantially all of its investable assets in The Topiary Master Fund for Benefit Plan Investors (BPI) LLC (the "Master Fund"), a registered investment company with the same investment objectives as the Fund and the Offshore Fund. The Fund owns 100% of the beneficial interests of the Offshore Fund, and the Offshore Fund owns approximately 98% of the beneficial interests in the Master Fund at March 31, 2006. The remaining balance of the Master Fund is owned by DBAH Capital, L.L.C, an affiliate of DB Investment Managers, Inc. These financials statements are the consolidation of the Fund and the Offshore Fund. Inter-company balances have been eliminated through consolidation. The Offshore Fund commenced operations on October 1, 2004. The Fund's Board of Directors (the "Board") has overall responsibility to manage and control the business operations of the Fund on behalf of the members (the "Members"). All of the Board are and will be persons who are not "interested persons" (as defined in the 1940 Act) with respect to the Fund. DB Investment Managers, Inc. (the "Adviser") serves as the investment adviser of the Fund subject to the ultimate supervision of and subject to any policies established by the Board, pursuant to the terms of an investment management agreement with the Fund (the "Investment Management Agreement"). Pursuant to the Investment Management Agreement, the Adviser provides the Fund with ongoing investment guidance, policy direction, and monitoring of the Fund. The Adviser is an indirect wholly owned subsidiary of Deutsche Bank AG ("Deutsche Bank"), an international commercial and investment banking group, and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). Generally, initial and additional applications for Interests by eligible investors may be accepted at such times as the Fund's operating agreement may determine. The Fund reserves the right to reject any applications for interests in the Fund. The Fund from time 7 THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) -------------------------------------------------------------------------------- 1. ORGANIZATION (CONTINUED) to time may offer to repurchase Interests. These repurchases will be made at such times and on such terms as may be determined by the Board, in its complete and absolute discretion. A Member's Interest in the Fund can only be transferred or assigned with the written consent of the Board, which may be withheld in its sole discretion. The performance of the Fund is directly affected by the performance of the Master Fund. Attached are the financial statements of the Master Fund, which are an integral part of these financial statements. 2. SIGNIFICANT ACCOUNTING POLICIES A. VALUATIONS The Fund's investment in the Master Fund represents substantially all of the Fund's assets. All investments owned are carried at value which is the portion of the net asset value of the Master Fund held by the Fund. The accounting for and valuation of investments by the Master Fund is discussed in the notes to the financial statements for the Master Fund, which are included elsewhere in this report. B. INCOME RECOGNITION AND SECURITY TRANSACTIONS Investments in the Master Fund are recorded on the effective date of the subscription in the Master Fund. The Fund records its proportionate share of the Master Fund's income, expenses, and realized and unrealized gains and losses. In addition, interest income on the Fund's cash balance is recorded on an accrual basis and the Fund accrues its own expenses as incurred. C. FUND COSTS The Fund bears all expenses incurred in its business other than those that the Adviser assumes. The expenses of the Fund include, but are not limited to, the following: all costs and expenses related to investment transactions and positions for the Fund's account; legal fees; accounting and auditing fees; custodial fees; costs of computing the Fund's net asset value; costs of insurance; registration expenses; due diligence, including travel and related expenses; expenses of meetings of the Board and Members; all costs with respect to communications to Members; and other types of expenses as may be approved from time to time by the Board. The Fund's offering expense has been amortized over a twelve month period beginning upon commencement of the Fund's operations. The organizational expenses of the Fund, the Offshore Fund, and the Master Fund were paid by the Adviser. 8 THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) -------------------------------------------------------------------------------- 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) D. INCOME TAXES The Fund intends to operate and has elected to be treated as a partnership for Federal income tax purposes. Accordingly, no provision for the payment of Federal, state or local income taxes has been provided. Each Member is individually required to report on its own tax return its distributive share of the Fund's taxable income or loss. The Master Fund withholds and pays taxes on U.S. source income and U.S. effectively connected income, if any, allocated from underlying investments to the extent such income is not exempted from withholding under the Internal Revenue Code and Regulations thereunder. Such amounts are treated by the Members as withholding tax credits for Federal income tax purposes. The actual amount of such taxes is not known until all K-1s from underlying funds are received, usually in the following tax year. Prior to the final determination, the amount of the tax is estimated based on information available. The final tax could be different from the estimated tax and the difference could be significant. E. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of monies on deposit at PNC Bank, N.A. The Fund treats all financial instruments that mature within three months as cash equivalents. F. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Adviser to make estimates and assumptions that affect the amounts and disclosures in the financial statements and accompanying notes. The Adviser believes that the estimates utilized in preparing the Fund's financial statements are reasonable and prudent, however, actual results could differ from these estimates. G. ALLOCATION OF NET PROFITS AND LOSSES Net investment income and net realized and unrealized gains and losses on investments for the Fund are allocated to the Members' Capital Accounts based on their respective capital balances at the beginning of each allocation period relative to the capital of all Members' Capital Accounts. The beginning of an allocation period is defined as the beginning of each fiscal year, the date of admission of any new member, or the date of any additional subscription or redemption by a member. H. EXPENSE LIMITATION Pursuant to the Expense Limitation Agreement, the Adviser has contractually agreed to waive and/or reimburse the Fund's expenses to the extent necessary to ensure that the Fund's annualized expenses (excluding the Incentive Allocation, if any) will not exceed 1.75% including the Fund's allocated portion of expense incurred by the Master Fund. The initial 9 THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) -------------------------------------------------------------------------------- 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) term of the Expense Limitation Agreement is the first fiscal year of the Fund's operations, and will be automatically renewed for each fiscal year thereafter unless the Adviser provides written notice to the Fund and the Master Fund of the termination of the Expense Limitation Agreement at least 30 days prior to the end of the then-current term. 3. RELATED PARTY TRANSACTIONS A. MANAGEMENT FEE The Adviser provides certain management and administration services to the Fund, including, among other things, providing office space and other support services. In consideration for such management services, the Master Fund pays the Adviser a management fee (the "Management Fee") at an annual rate of 1.00% of the Master Fund's month end net assets, including assets attributable to the Adviser (or its affiliates) and before giving effect to any repurchases by the Master Fund of interests in the Master Fund. The Management Fee accrues monthly and is payable at the end of each quarter. As an investor in the Master Fund, the Fund's value of its investment in the Master Fund is reduced by the Management Fee accrued by the Master Fund. B. BOARD FEES Board fees are paid at the Master Fund level. See accompanying note in the Master Fund notes attached. C. INCENTIVE ALLOCATION As of each March 31, upon any repurchases of Interests (solely with respect to the Interest repurchased), and upon termination of the Fund (each, a "Performance Period"), a reallocation (the "Incentive Allocation") will be made from the Capital Account of each Member to the Capital Account of the Special Advisory Member (the Adviser) equal to 10% of the amount, if any, by which the net profit allocated to such Member's Capital Account for such Performance Period in excess of the Hurdle Rate (based on the 90-day U.S. Treasury bill rates) for such Performance Period exceeds the positive balance of such Member's Loss Carryforward Account. The Incentive Allocation will be applied on a "high water mark" basis such that in the event a Capital Account suffers a net loss in a particular Performance Period, no Incentive Allocation will be made with respect to such Performance Period or any subsequent Performance Period, until such net loss is first recovered (taking into account interim repurchases, if any). For the year ended March 31, 2006, the Adviser earned an Incentive Allocation of $464,280. The Hurdle Rate is calculated monthly using the average of the weekly 90-day U.S. Treasury bill for that month. For the year ended March 31, 2006, the average Hurdle Rate was 3.624%. 10 THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) -------------------------------------------------------------------------------- 3. RELATED PARTY TRANSACTIONS (CONTINUED) D. UNDERWRITING Under the terms of an investor servicing agreement (the " Underwriting Agreement") between the Fund and Scudder Distributors, Inc. (the "Distributor"), the Distributor is authorized to retain brokers, dealers and certain financial advisers ("Investor Service Providers") to provide ongoing investor services and account maintenance services to Members that are their customers. The Distributor bears all of its expenses of providing distribution services as described under the Underwriting Agreement. E. SUB-ADMINISTRATION The Adviser has also retained one of its affiliates, Investment Company Capital Corporation ("ICCC"), to provide sub-administration services pursuant to the Board services agreement. Under this agreement, ICCC, among other things: drafts Board agendas and resolutions; prepares Board materials; communicates with the Directors; and drafts Board-meeting minutes. 4. ADMINISTRATION AND OTHER FEES In accordance with the terms of the administration agreement (the "Administration Agreement") and with the approval of the Fund's Board, PFPC, Inc. (an affiliate of PNC Bank, N.A.) ("PFPC") serves as the Fund's administrator pursuant to the administration agreement between PFPC and the Fund (Administration Agreement"). Under the Administration Agreement, PFPC provides administrative and accounting services to the Fund. As compensation for services set forth herein that are rendered by PFPC during the term of this Agreement, the Fund pays PFPC a fee for services rendered. The Fund has entered into an investor services agreement with PFPC, whereby PFPC provides investor services and transfer agency functions for the Fund. As compensation for services set forth herein that are rendered by PFPC during the term of this Agreement, the Fund pays PFPC a fee for services rendered. PFPC Trust Company (also an affiliate of PNC Bank, N.A.) serves as custodian of the Fund's assets and provides custodial services to the Fund. 5. SECURITY TRANSACTIONS As of March 31, 2006, the Fund's only investment was its investment in the Master Fund. Aggregate purchases of the Master Fund amounted to $36,559,361 and aggregate sales of the Master Fund amounted to $1,202,447 for the year ended March 31, 2006. 11 THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) -------------------------------------------------------------------------------- 6. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK In the normal course of business, the Investment Funds (the "Investment Funds") in which the Master Fund invests trade various financial instruments and enter into various investment activities with off-balance sheet risk. The Master Fund's off-balance sheet risk in these financial instruments as discussed in the notes to the Master Fund's financial statements. 7. CONCENTRATION OF RISK The Master Fund invests primarily in Investment Funds that are not registered under the 1940 Act and invest in and actively trade securities and other financial instruments using different strategies and investment techniques, including leverage that may involve significant risks. The Master Fund's concentration of risk is discussed in the notes to the Master Fund's financial statements. 8. GUARANTOR OBLIGATIONS AND INDEMNIFICATIONS In the normal course of business, the Fund enters into contracts that contain a variety of warranties and representations that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss to be remote. 9. SUBSEQUENT EVENT In April 2006, the Fund effected subscriptions from Members of $3,223,157 of which $3,223,157 were received prior to April 1, 2006. 12 THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (UNAUDITED) The business of the Fund is managed under the direction of the Board. Subject to the provisions of the Operating Agreement and Delaware law, the Directors have all powers necessary and convenient to carry out the responsibility. The Directors and Officers of the Fund, their addresses, their ages and descriptions of their principal occupations during the past five years are listed below. ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS TERM OF PRINCIPAL IN FUND POSITION(S) OFFICE(i) & OCCUPATION(S) COMPLEX OTHER HELD WITH LENGTH OF DURING THE PAST OVERSEEN BY DIRECTORSHIPS NAME, ADDRESS AND AGE FUND TIME SERVED 5 YEARS DIRECTOR HELD BY DIRECTOR ------------------------------------------------------------------------------------------------------------------------------------ INDEPENDENT DIRECTORS ------------------------------------------------------------------------------------------------------------------------------------ Nolan T. Altman (ii) Director Since President, NTA 3 Director, State c/o The Topiary Fund for Benefit inception Consulting (financial University of New York at Plan Investors (BPI) LLC services consulting) Albany Foundation (1998 25 DeForest Ave. (2001 to present). to present); Director, Summit, NJ 07901-2154 Formerly, Chief Phinity Offshore Fund, (9/18/55) Financial Officer, Ltd., Tiger Asia Overseas Tiger Management Fund, Ltd. Offshore Fund; (investment adviser Tiger Global, Ltd., TS I to hedge funds) (1993 Offshore Limited (2004 to to 2001). present); Tiger Consumer Partners Offshore Fund, Ltd (2006). ------------------------------------------------------------------------------------------------------------------------------------(i) Each Director serves for the duration of the Fund, or until his death, resignation, termination, removal or retirement. (ii) Since March 2003, Messrs. Altman and Citron have served as members of the Conflicts Advisory Board of certain private Investment Funds managed by DBIM or its affiliates. This Conflicts Advisory Board meets on an intermittent basis to evaluate whether specific transactions involving the private investment funds raise conflicts of interest with DBIM, its affiliates, or accounts managed by DBIM or its affiliates. 13 THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (UNAUDITED) (CONTINUED) -------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS TERM OF PRINCIPAL IN FUND POSITION(S) OFFICE(i) & OCCUPATION(S) COMPLEX OTHER HELD WITH LENGTH OF DURING THE PAST OVERSEEN BY DIRECTORSHIPS NAME, ADDRESS AND AGE FUND TIME SERVED 5 YEARS DIRECTOR HELD BY DIRECTOR ------------------------------------------------------------------------------------------------------------------------------------ INDEPENDENT DIRECTORS (CONTINUED) ------------------------------------------------------------------------------------------------------------------------------------ Louis S. Citron (ii) Director Since General Counsel, New 3 None c/o The Topiary Fund for Benefit Inception Enterprise Associates Plan Investors (BPI) LLC (venture capital firm) 25 DeForest Ave. (2001 to present). Summit, NJ 07901-2154 (1/31/65) ------------------------------------------------------------------------------------------------------------------------------------ 14 THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (UNAUDITED) (CONTINUED) -------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS TERM OF PRINCIPAL IN FUND POSITION(S) OFFICE(i) & OCCUPATION(S) COMPLEX OTHER HELD WITH LENGTH OF DURING THE PAST OVERSEEN BY DIRECTORSHIPS NAME, ADDRESS AND AGE FUND TIME SERVED 5 YEARS DIRECTOR HELD BY DIRECTOR ------------------------------------------------------------------------------------------------------------------------------------ INDEPENDENT DIRECTORS (CONTINUED) ------------------------------------------------------------------------------------------------------------------------------------ Edward T. Tokar Director Since Sr. Managing Director 3 Director, Gabelli c/o The Topiary Fund for Benefit Inception of Investments, Beacon Dividend and Income Plan Investors (BPI) LLC Trust Company (2004 to Trust (2003 to 25 DeForest Ave. present); Chief present); Trustee, Summit, NJ 07901-2154 Executive Officer, Levco Series Trust (6/12/47) Allied Capital Mutual Funds (2 Management LLC portfolios) (2001 to (registered investment present); Director, adviser - wholly owned Allied Capital subsidiary of Management LLC (1998 Honeywell) (1998 to to 2004). Formerly, 2004); and Vice Trustee, Scudder MG President - Investment Trust Investments, Honeywell (formerly Morgan International, Inc. Grenfell Investment (advanced technology Trust (11 portfolios) and manufacturer) (1977 (1994 to 2002). to 2004). ------------------------------------------------------------------------------------------------------------------------------------ 15 THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (UNAUDITED) (CONTINUED) -------------------------------------------------------------------------------- OFFICERS ------------------------------------------------------------------------------------------------------------------------ NAME, ADDRESS AND AGE POSITIONS HELD WITH FUND PRINCIPAL OCCUPATION(S) DURING THE LAST 5 YEARS ------------------------------------------------------------------------------------------------------------------------ Pamela Kiernan(iii) President Chief Operating Officer, DB Absolute Return DB Absolute Return Strategies Strategies (2005 to present). Formerly, Chief 280 Park Avenue, 9Th Floor Operating Officer - Americas, DB Advisors LLC New York, NY 10017 (2004); Chief Operations Officer - America, Deutsche (9/16/68) Bank Global Equities (2002 to 2004); Business Management - Trading, Deutsche Bank Global Equities (1997 to 2002). ------------------------------------------------------------------------------------------------------------------------ Joshua Kestler(iii) Vice President Head of Product Structuring, DB Absolute Return Deutsche Asset Management Strategies (2004 to present); Associate, Schulte 25 DeForest Ave., 2nd Floor Roth & Zabel LLP (law firm) (2001-2004); Law Clerk, Summit, NJ 07901-2154 Hon. James H. Coleman, New Jersey Supreme Court (04/27/75) (2000-2001). ------------------------------------------------------------------------------------------------------------------------ Marielena Glassman(iii) Treasurer, Chief Administration Officer, DB Absolute Return Deutsche Asset Management Principal Strategies (2002 to present). Formerly Global Head 25 DeForest Ave., 2nd Floor Financial & Accounting of Business Management, Deutsche Asset Management Summit, NJ 07901-2154 Officer (1990 to 2002): Co-Head of Global Portfolio (06/06/63) Management product, Bankers Trust Private Banking (1996-1999). ------------------------------------------------------------------------------------------------------------------------ Neil Novembre(iii) Assistant Treasurer Head of Fund Accounting, DB Absolute Return Deutsche Asset Management Strategies (2002 to present). Formerly, 25 DeForest Ave., 2nd Floor Assurance/Business Advisory Services, Summit, NJ 07901-2154 PricewaterhouseCoopers, New York (2000-2002); (06/18/73) Rothstein, Kass & Company, New Jersey (hedge fund administrator) (1996-2000). ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------(iii) All Officers also serve in similar capacities as Officers for other funds advised by the Investment Manager or its affiliates. 16 THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (UNAUDITED) (CONTINUED) -------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------ Anthony Conte(iii) Assistant Treasurer Head of Alternative Assets Compliance (06/2005 Deutsche Asset Management to present); Head of Compliance, DB Absolute 345 Park Avenue Return Strategies (2003 to present); Head of Business New York, NY 10154 Risk, DB Absolute Return Strategies (2001 to 2003); (3/28/69) Head of Asset Management Compliance, CIBC World Markets Corp. (1999 to 2001). ------------------------------------------------------------------------------------------------------------------------ John H. Kim(iii) Secretary Director and Senior Counsel, Deutsche Asset Deutsche Asset Management Management (asset management division of 345 Park Avenue Deutsche Bank) (2001 to present); Sr. Associate, Wilkie New York, NY 10154 Farr & Gallagher (law firm) (1995 to 2001). (1/9/71) ------------------------------------------------------------------------------------------------------------------------ John Millette Assistant Secretary Director, Deutsche Asset Management (legal Deutsche Asset Management department) (2003 to present); Vice President, Two International Place Deutsche Asset Management (2000 to 2003). Boston, MA 02110 (8/23/62) ------------------------------------------------------------------------------------------------------------------------ Philip Gallo Chief Compliance Managing Director (April 2003 to present), Global Deutsche Asset Management Officer Head of Asset Management Compliance (January 2004 345 Park Avenue to present and formerly Head of asset Management New York, NY 10154 Compliance (April 2003 to December 2004), (8/02/62) Deutsche Asset Management. Chief Compliance Officer, DWS, Scudder Family of Funds (October 2004 to present). Prior to joining Deutsche Asset Management, Vice President and Associate General Counsel at Goldman Sachs until March 2003. ------------------------------------------------------------------------------------------------------------------------ The Fund's Statement of Additional Information ("SAI") has additional information about the Fund's Directors and Officers and is available without charge upon request. Contact your financial representative for a free prospectus or SAI. -------------------------------------------------------------------------------- (iii) All Officers also serve in similar capacities as Officers for other funds advised by the Investment Manager or its affiliates. 17 THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; SEC FILINGS (UNAUDITED) -------------------------------------------------------------------------------- The Fund invests substantially all of its assets in the securities of Investment Funds, which are privately placed investment vehicles, typically referred to as "hedge funds." These securities do not typically convey traditional voting rights to the holder and the occurrence of corporate governance or other notices for this type of investment is substantially less than that encountered in connection with registered equity securities. However, to the extent the Fund receives notices or proxies from Investment Funds (or receives proxy statements or similar notices in connection with any other portfolio securities), the Fund has delegated proxy voting responsibilities to the Adviser. The Adviser has adopted its own Proxy Voting Policies and Procedures ("Policies"). The Policies address, among other things, conflicts of interest that may arise between the interests of the Fund, and the interests of the Adviser and its affiliates, including the Fund's principal underwriter. A description of the Adviser's Policies is available (i) without charge, upon request, by calling the Fund toll-free at 1-888-262-0695, and (ii) on the SEC's website at WWW.SEC.GOV. In addition, the Fund is required to file new Form N-PX with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The funds Form N-PX is available (i) without charge, upon request, by calling the Fund toll free at 1-888-262-0695 and (ii) on the SEC's website at WWW.SEC.GOV. The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund's Form N-Q filings are available on the SEC's website at WWW.SEC.GOV. Those forms may be reviewed and copied at the SEC's Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. 18 ATTACHMENT A THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC FINANCIAL STATEMENTS For the Year Ended March 31, 2006 The Topiary Master Fund for Benefit Plan Investors (BPI) LLC Financial Statements For the Year Ended March 31, 2006 CONTENTS Report of Independent Registered Public Accounting Firm ... 1 Statement of Assets, Liabilities, and Members' Capital .... 2 Schedule of Investments ................................... 3-4 Statement of Operations ................................... 5 Statement of Changes in Members' Capital .................. 6 Statement of Cash Flows ................................... 7 Financial Highlights ...................................... 8 Notes to Financial Statements ............................. 9-14 Directors and Officers Biographical Data ..................15-19 Portfolio Proxy Voting Policies and Procedures; SEC Filings 20 Components of Net Assets by Investment Strategy ........... 21 [GRAPHIC OMITTED] PRICEWATERHOUSECOOPERS -------------------------------------------------------------------------------- PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers Center 300 Madison Avenue New York NY 10017 Telephone (646) 471 3000 Facsimile (813) 286 6000 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Members of The Topiary Master Fund for Benefit Plan Investors (BPI) LLC In our opinion, the accompanying statement of assets, liabilities and members' capital, including the schedule of investments, and the related statements of operations, of changes in members' capital and of cash flows and the financial highlights present fairly, in all material respects, the financial position of The Topiary Master Fund for Benefit Plan Investors (BPI) LLC (the "Master Fund") at March 31, 2006, the results of its operations and its cash flows for the year then ended and the changes in its members' capital and the financial highlights for the year then ended and for the period October 1, 2004 (commencement of operations) through March 31, 2005, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Master Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of investments at March 31, 2006 by correspondence with the general partners/managing members of the investment funds, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP May 22, 2006 1 The Topiary Master Fund for Benefit Plan Investors (BPI) LLC Statement of Assets, Liabilities and Members' Capital MARCH 31, 2006 ASSETS Investments in investment funds, at fair value (cost $58,247,579) $ 68,437,159 Cash and cash equivalents 182,231 Investments in investment funds made in advance 4,950,000 Receivable for investment funds sold 2,060,871 Receivable from Advisor 28,497 Prepaid expenses 12,533 Other assets 5,883 ------------ TOTAL ASSETS $ 75,677,174 ============ LIABILITIES Subscriptions received in advance $ 3,223,157 Professional fees payable 188,012 Management fee payable 106,903 Board preparation fees payable 50,000 Taxes payable 30,848 Registration fees payable 29,601 Administration fees payable 13,334 Investor services fees payable 11,510 Custodian fees payable 2,200 Other fees payable 10,287 ------------ TOTAL LIABILITIES 3,665,852 ------------ MEMBERS' CAPITAL 72,011,322 ------------ TOTAL LIABILITIES AND MEMBERS' CAPITAL $ 75,677,174 ============ THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2 The Topiary Master Fund for Benefit Plan Investors (BPI) LLC Schedule of Investments March 31, 2006 % OF MEMBERS' STRATEGY INVESTMENT FUND COST FAIR VALUE LIQUIDITY CAPITAL -------- --------------- ---- ---------- --------- ------- Event Driven Avenue Europe Investments, L.P. $ 932,212 $ 1,134,892 Quarterly 1.6% Gracie Capital L.P. 2,000,000 2,277,485 Annually 3.2% Harbinger Capital Partners I, L.P. 1,374,965 1,617,127 Quarterly 2.2% Marathon Special Opportunity Fund, L.P. 1,500,000 1,684,653 Annually 2.3% Merced Partners, L.P. 1,550,000 1,846,416 Annually 2.6% Perry Partners, L.P. 2,600,000 2,885,754 Annually 4.0% Special K Capital II, L.P. 750,000 364,620 Annually 0.5% Strategic Value Restructuring Fund, L.P. 870,036 1,179,523 Annually 1.7% Venor Capital Partners, L.P. 1,000,000 1,024,396 Quarterly 1.4% ------------------------------------------------------------------ Total Event Driven 12,577,213 14,014,866 19.5% Global Macro Anglian Commodities U.S. Feeder Fund, L.L.C. 900,000 1,062,399 Annually 1.5% Bear Stearns Emerging Markets Macro Fund, L.P. 700,000 755,580 Monthly 1.0% Bridgewater Pure Alpha Trading Fund I 1,112,167 1,263,170 Monthly 1.8% Drawbridge Global Macro Fund, L.P. 1,352,845 1,745,029 Quarterly 2.4% FX Concepts Global Fund Master Trust - Multi Strategy Series 205,668 214,827 Monthly 0.3% Gondwana Fund, Ltd. 850,000 870,587 Monthly 1.2% GSA Capital Macro Partners, L.P. 700,000 694,050 Monthly 1.0% Vega Select Opportunities Fund Limited 543,677 532,819 Monthly 0.7% -------------------------------------- -------------- Total Global Macro 6,364,357 7,138,460 9.9% Long/Short Equity Artha Emerging Markets Fund, L.P. 1,050,000 1,506,538 Quarterly 2.1% Bonanza Partners L.P. 1,250,000 1,422,377 Quarterly 2.0% Delta Fund Europe L.P. 1,532,438 2,421,150 Quarterly 3.4% Delta Institutional L.P. 1,500,000 1,807,747 Quarterly 2.5% FrontPoint Value Discovery Fund, L.P. 1,400,000 1,699,696 Quarterly 2.3% Gandhara Fund L.P. 1,120,000 1,462,645 Quarterly 2.0% Hard Assets Partners, L.P. 1,200,000 1,496,930 Monthly 2.1% Hayground Cove Institutional Partners, L.P. 1,150,000 1,287,747 Quarterly 1.8% Jana Partners Qualified, L.P. 2,450,000 2,581,304 Quarterly 3.6% Kinetics Partners, L.P. 1,550,000 2,135,905 Quarterly 3.0% THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 3 The Topiary Master Fund for Benefit Plan Investors (BPI) LLC Schedule of Investments (continued) March 31, 2006 % OF MEMBERS' STRATEGY INVESTMENT FUND COST FAIR VALUE LIQUIDITY CAPITAL -------- --------------- ---- ---------- --------- ------- MPC Pilgrim Fund, L.P. $ 758,754 $ 860,550 Monthly 1.2% Prism Partners QP, L.P. 375,000 420,346 Quarterly 0.6% Seligman Tech Spectrum Fund LLC 750,000 865,928 Quarterly 1.2% SR Global, L.P. Asia 1,625,000 2,204,825 Monthly 3.0% Stadia Consumer Fund (QP), L.P. 443,107 474,161 Quarterly 0.7% TCS Capital II, L.P. 1,175,000 1,696,636 Annually 2.4% Third Coast Capital QP, L.P. 650,000 669,841 Quarterly 0.9% Torrey Pines Fund, L.L.C. 449,023 607,312 Quarterly 0.8% Tracer Capital Partners QP, LP 1,000,000 1,155,133 Quarterly 1.6% UC Financials Fund Limited 1,350,000 1,728,557 Monthly 2.4% WF Japan Fund Limited 750,000 828,335 Monthly 1.1% -------------------------------------- -------------- Total Long/Short Equity 23,528,322 29,333,663 40.7% Relative Value Amaranth Capital Partners, LLC 2,150,000 2,965,343 Annually 4.1% Black River Global Multi-Strategy Leveraged Fund, L.L.C. 1,500,000 1,536,584 Annually 2.1% Bogle World Fund, L.P. 1,600,000 1,842,922 Quarterly 2.6% Citadel Wellington Partners, L.L.C. 3,400,000 3,995,179 Quarterly 5.5% D.B. Zwirn Special Opportunities, L.P. 750,000 773,712 Annually 1.1% Ellington Overseas Partners, Ltd. 700,000 799,821 Annually 1.1% HBK Offshore Fund Ltd. 3,000,000 3,173,146 Quarterly 4.4% Julius Baer Diversified Fixed Income Hedge Fund 881,616 1,002,812 Monthly 1.4% Marathon Fund L.P. 1,000,000 1,041,999 Monthly 1.4% Marathon Global Convertible Fund L.P. 750,000 780,974 Semi-Annually 1.1% Silverback Partners, L.P. 46,071 37,678 Quarterly 0.1% -------------------------------------- -------------- Total Relative Value 15,777,687 17,950,170 24.9% -------------------------------------- -------------- Total $ 58,247,579 $ 68,437,159 95.0% -------------- Other assets in Excess of Liabilities 3,574,163 5.0% ------------------- -------------- Members' Capital $ 72,011,322 100.0% =================== ============== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 4 The Topiary Master Fund for Benefit Plan Investors (BPI) LLC Statement of Operations For the Year Ended March 31, 2006 INVESTMENT INCOME Interest income $ 106,606 EXPENSES Management fees $ 680,393 Professional fees 293,143 Administration fees 136,243 Investor services fees 59,085 Insurance 51,367 Board of Directors fees and expenses 33,831 Registration 23,577 Custodian fees 16,129 Printing fees 10,762 Other expenses 714 ----------- Total expenses 1,305,244 Management fees waived by Adviser (113,973) ----------- Net expenses 1,191,271 ----------- NET INVESTMENT LOSS (1,084,665) ----------- Gains from investment fund transactions Net realized gains from investment funds redeemed 998,415 Net change in unrealized appreciation on investment funds 7,700,870 ----------- NET GAINS FROM INVESTMENT FUNDS TRANSACTIONS 8,699,285 ----------- NET INCREASE IN MEMBERS' CAPITAL DERIVED FROM OPERATIONS $ 7,614,620 =========== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 5 The Topiary Master Fund for Benefit Plan Investors (BPI) LLC Statements of Changes in Members' Capital PERIOD FROM OCTOBER 1, 2004 (COMMENCEMENT OF OPERATIONS) YEAR ENDED THROUGH MARCH 31, 2006 MARCH 31, 2005 -------------- ---------------- FROM INVESTMENT ACTIVITIES Net investment loss $ (1,084,665) $ (377,657) Net realized gains (losses) of investment funds redeemed 998,415 (107,093) Net change in unrealized appreciation on investment funds 7,700,870 2,488,710 ------------ ------------ NET INCREASE IN MEMBERS' CAPITAL DERIVED FROM OPERATIONS 7,614,620 2,003,960 FROM MEMBERS' CAPITAL TRANSACTIONS Subscriptions 36,559,361 53,213,878 Redemptions (27,011,363) (304,079) Distributions (165,055) -- ------------ ------------ NET CHANGE IN MEMBERS' CAPITAL FROM CAPITAL TRANSACTIONS 9,382,943 52,909,799 ------------ ------------ NET CHANGE IN MEMBERS' CAPITAL 16,997,563 54,913,759 Members' Capital at beginning of year 55,013,759 100,000 ------------ ------------ Members' Capital at end of year $ 72,011,322 $ 55,013,759 ============ ============ THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 6 The Topiary Master Fund for Benefit Plan Investors (BPI) LLC Statement of Cash Flows For the Year Ended March 31, 2006 CASH FLOWS FROM OPERATING ACTIVITIES Net increase in Members' Capital from operations $ 7,614,620 Adjustments to reconcile net increase in Members' Capital from operations to net cash used in operating activities: Purchases of investment funds (31,070,000) Sales of investment funds 24,545,837 Net realized gains from investment funds redeemed (998,415) Net change in unrealized appreciation on investment funds (7,700,870) Increase in investment in investment funds made in advance (700,000) Increase in receivable for investment funds sold (1,168,507) Decrease in receivable from Advisor 9,476 Decrease in prepaid expenses 52,291 Increase in other assets (1,678) Increase in professional fees payable 3,192 Increase in management fee payable 106,903 Increase in board preparation fees payable 50,000 Increase in taxes payable 30,848 Decrease in registration fees payable (9,199) Decrease in administration fees payable (4,851) Increase in investor services fees payable 5,510 Increase in custodian fees payable 614 Decrease in other fees payable (12,895) ------------ NET CASH USED IN OPERATING ACTIVITIES (9,247,124) ------------ CASH FLOWS FROM FINANCING ACTIVITIES Subscriptions 36,011,350 Redemptions (27,011,363) Distributions (165,055) ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 8,834,932 ------------ NET DECREASE IN CASH (412,192) Cash and cash equivalents at beginning of year 594,423 ------------ Cash and cash equivalents at end of year $ 182,231 ============ SUPPLEMENTAL DISCLOSURE OF CASH FLOW ACTIVITY Taxes paid $ 81,202 ------------ THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 7 The Topiary Master Fund for Benefit Plan Investors (BPI) LLC Financial Highlights THE FOLLOWING REPRESENTS THE RATIOS TO AVERAGE PERIOD FROM OCTOBER 1, 2004 NET ASSETS AND OTHER FINANCIAL HIGHLIGHTS YEAR ENDED (COMMENCEMENT OF OPERATIONS) INFORMATION FOR THE PERIOD: MARCH 31, 2006 THROUGH MARCH 31, 2005 ------------------ ------------------------------- Ratios to average net assets: Net investment loss (b) (1.60%) (1.67%) (a) Net expenses (b)(c) 1.75% 1.75% (a) Total return 11.27% 5.04% (d) Portfolio turnover rate 39% 3% Members' Capital, end of period (thousands) $ 72,011 $ 55,014 (a) Annualized for periods of less than one year. (b) The Adviser waived $113,973 of fees for the year ended March 31, 2006. The net investment loss ratio would have been 0.17% greater and the total expenses ratio would have been 0.17% greater had these fees and expenses not been waived and reimbursed by the Adviser. The Adviser waived and reimbursed $265,284 of fees and expenses for the period ended March 31, 2005. The net investment loss ratio would have been 1.17% greater and the total expenses ratio would have been 1.17% greater had these fees and expenses not been waived and reimbursed by the Adviser. (c) Expense ratios for the underlying Investment Funds are not included in the Fund's expense ratio. (d) Not annualized. The above ratios and total returns are calculated for all Members taken as a whole. An individual investor's return may vary from these returns based on the timing of capital transactions. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 8 THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 1. ORGANIZATION The Topiary Master Fund for Benefit Plan Investors (BPI) LLC (the "Fund") was organized as a Delaware limited liability company on July 16, 2004. The Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a closed-end, non-diversified, management investment company. The Fund's interests (the "Interests") are registered under the Securities Act of 1933, as amended (the "1933 Act"), but are subject to substantial limits on transferability and resale. The Fund's investment objective is to generate long-term capital appreciation through a diversified portfolio with volatility that is lower than that of the equity markets and returns that demonstrate little to no correlation with either equity or bond markets. The Fund acts as a "Master Fund" utilizing capital generated by investments by The Topiary Offshore Fund for Benefit Plan Investors (BPI) LDC (the "Offshore Fund") and through direct investments by other Members. The Offshore Fund's capital is generated by investments by The Topiary Fund for Benefit Plan Investors (BPI) LLC (the "Onshore Fund"). At March 31, 2006, the investment by the Offshore Fund constitutes 98% of the investment capital of the Master Fund, and the Onshore Fund constitutes 100% of the investment capital of the Offshore Fund. The balance of the Fund's capital, approximately 2%, comprises a direct investment by DBAH Capital LLC, an affiliate of DB Investment Managers, Inc. The Fund will attempt to achieve its investment objective by investing in the securities of approximately 50 to 100 Investment Funds (the "Investment Funds") to be managed pursuant to various alternatives or non-traditional investment strategies, which may be viewed as encompassing four broadly defined primary categories; Relative Value; Event Driven; Long/Short Equity; and Global Macro. The Fund commenced operations on October 1, 2004. The Fund's Board of Directors (the "Board") has overall responsibility to manage and control the business operations of the Fund on behalf of the members (the "Members"). All of the Board are and will be persons who are not "interested persons" (as defined in the 1940 Act) with respect to the Fund. DB Investment Managers, Inc. (the "Adviser") serves as the investment adviser of the Fund subject to the ultimate supervision of and subject to any policies established by the Board, pursuant to the terms of an investment management agreement with the Fund (the "Investment Management Agreement"). Pursuant to the Investment Management Agreement, the Adviser provides the Fund with ongoing investment guidance, policy direction, and monitoring of the Fund. The Adviser is an indirect wholly owned subsidiary of Deutsche Bank AG ("Deutsche Bank"), an international commercial and investment banking group, and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). Generally, initial and additional applications for interests by eligible investors may be accepted at such times as the Fund may determine. The Fund reserves the right to reject any applications for interests in the Fund. The Fund from time to time may offer to 9 THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC NOTES TO FINANCIAL STATEMENTS (CONTINUED) -------------------------------------------------------------------------------- 1. ORGANIZATION (CONTINUED) repurchase Interests. These repurchases will be made at such times and on such terms as may be determined by the Board, in its complete and absolute discretion. On behalf of non-U.S. Members the Fund withholds and pays taxes on U.S. source income allocated from Investment Funds. 2. SIGNIFICANT ACCOUNTING POLICIES A. PORTFOLIO VALUATION The net asset value of the Fund is determined by or at the direction of the Adviser as of the last business day of each month in accordance with the valuation principles set forth below or as may be determined from time to time pursuant to policies established by the Board. The net asset value of the Fund equals the value of the Fund's assets less the Fund's liabilities, including accrued fees and expenses. The Fund's investments in the Investment Funds are considered to be illiquid and can only be redeemed periodically. The Board has approved procedures pursuant to which the Fund values its investments in Investment Funds at fair value. In accordance with these procedures, fair value as of each month-end ordinarily is the value determined as of such month-end for each Investment Fund in accordance with the Investment Fund's valuation policies and reported at the time of the Fund's valuation. As a general matter, the fair value of the Fund's interest in an Investment Fund represents the amount that the Fund could reasonably expect to receive from an Investment Fund if the Fund's interest were redeemed at the time of the valuation, based on information reasonably available at the time the valuation is made and that the Fund believes to be reliable. In the event that an Investment Fund does not report a month-end value to the Fund on a timely basis, the Fund would determine the fair value of such Investment Fund based on the most recent value reported by the Investment Fund, as well any other relevant information available at the time the Fund values its portfolio. The values assigned to these investments are based on available information and do not necessarily represent amounts that might ultimately be realized, as such amounts depend on future circumstances and cannot reasonably be determined until the individual investments are actually liquidated. B. INCOME RECOGNITION AND SECURITY TRANSACTIONS Interest income is recorded on an accrual basis. Dividend income is recorded on the ex-dividend date. Realized gains and losses from investment fund transactions are calculated on the identified cost basis. Investments are recorded on the effective date of the subscription in the Investment Fund. 10 THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC NOTES TO FINANCIAL STATEMENTS (CONTINUED) -------------------------------------------------------------------------------- 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) C. FUND COSTS The Fund bears all expenses incurred in its business other than those that the Adviser assumes. The expenses of the Fund include, but are not limited to, the following: all costs and expenses related to investment transactions and positions for the Fund's account; legal fees; accounting and auditing fees; custodial fees; costs of computing the Fund's net asset value; costs of insurance; registration expenses; due diligence, including travel and related expenses; expenses of meetings of the Board and Members; all costs with respect to communications to Members; and other types of expenses as may be approved from time to time by the Board. D. INCOME TAXES The Fund intends to operate and has elected to be treated as a partnership for Federal income tax purposes. Accordingly, no provision for the payment of Federal, state or local income taxes has been provided. Each Member is individually required to report on its own tax return its distributive share of the Fund's taxable income or loss. On behalf of the Fund's foreign members', the Fund withholds and pays taxes on U.S. source income and U.S. effectively connected income, if any, allocated from underlying Investment Funds to the extent such income is not exempted from withholdings under the Internal Revenue Code and Regulations thereunder. Such amounts are treated by the Members as withholding tax credits for federal income tax purposes. The actual amount of such taxes is not known until all K-1s from underlying funds are received, usually in the following tax year. Prior to the final determination, the amount of the tax is estimated based on information available. The final tax could be different from the estimated tax and the difference could be significant. E. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of monies on deposit at PNC Bank, N.A. The Fund treats all financial instruments that mature within three months as cash equivalents. F. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Adviser to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Adviser believes that the estimates utilized in preparing the Fund's financial statements are reasonable and prudent; however, actual results could differ from these estimates. 11 THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC NOTES TO FINANCIAL STATEMENTS (CONTINUED) -------------------------------------------------------------------------------- 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) H. EXPENSE LIMITATION Pursuant to the Expense Limitation Agreement, the Adviser has contractually agreed to waive fees and/or reimburse the Fund's expenses to the extent necessary to ensure that the Fund's annualized expenses (excluding the Incentive Allocation, if any) will not exceed 1.75%. The initial term of the Expense Limitation Agreement is the first fiscal year of the Fund's operations, and will be automatically renewed for each fiscal year thereafter unless the Adviser provides written notice to the Fund and the Master Fund of the termination of the Expense Limitation Agreement at least 30 days prior to the end of the then-current term. 3. MANAGEMENT FEE, RELATED PARTY TRANSACTIONS AND OTHER The Adviser provides certain management and administration services to the Fund, including, among other things, providing office space and other support services. In consideration for such management services, the Fund pays the Adviser a monthly management fee (the "Management Fee") at an annual rate of 1.00% of the Fund's month end net assets, including assets attributable to the Adviser (or its affiliates) and before giving effect to any repurchases by the Fund. The Management Fee accrues monthly and is payable at the end of each quarter. Management fee for the year ended March 31, 2006 was $680,393 of which $106,903 was payable at year end. The Adviser has contractually agreed to a waiver of its fees and/or reimbursement of the Fund's expenses to the extent necessary so that the Fund's annualized expenses do not exceed 1.75% ("Expense Limitation Agreement") during the year through March 31, 2006. For the year ended March 31, 2006, the Adviser waived management fees of $113,973. In accordance with the terms of the administration agreement (the "Administration Agreement") and with the approval of the Fund's Board, PFPC, Inc. (an affiliate of PNC Bank, N.A.) ("PFPC") serves as the Fund's administrator pursuant to the administration agreement between PFPC and the Fund. Under the Administration Agreement, PFPC provides administrative and accounting services to the Fund. As compensation for services set forth herein that are rendered by PFPC during the term of this Agreement, the Fund pays PFPC a fee for services rendered. The Fund has entered into an investor services agreement with PFPC, whereby PFPC provides investor services and transfer agency functions for the Fund. As compensation for services set forth herein that are rendered by PFPC during the term of this Agreement, the Fund pays PFPC a fee for services rendered. The Adviser has also retained one of its affiliates, Investment Company Capital Corporation ("ICCC"), to provide sub-administration services pursuant to the Board services agreement. 12 THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC NOTES TO FINANCIAL STATEMENTS (CONTINUED) -------------------------------------------------------------------------------- 3. MANAGEMENT FEE, RELATED PARTY TRANSACTIONS AND OTHER (CONTINUED) Under this agreement, ICCC, among other things: drafts Board agendas and resolutions; prepares Board materials; communicates with the Directors; and drafts Board-meeting minutes. As compensation for services set forth herein that are rendered by ICCC during the term of this Agreement, the Funds pays ICCC a fee for services rendered. Each Board member who is not an employee of the Adviser, or one of its affiliates, receives an annual retainer of $8,000 plus a fee for each meeting attended. The chairman of the audit committee also receives an additional annual fee of $1,000. These Board members are also reimbursed by the Fund for all reasonable out of pocket expenses. PFPC Trust Company (also an affiliate of PNC Bank, N.A.) serves as custodian of the Fund's assets and provides custodial services to the Fund. Under the terms of an investor servicing agreement (the " Underwriting Agreement") between the Fund and Scudder Distributors, Inc. (the "Distributor"), the Distributor is authorized to retain brokers, dealers and certain financial advisers ("Investor Service Providers") to provide ongoing investor services and account maintenance services to Members that are their customers. The Distributor bears all of its expenses of providing distribution services as described under the Underwriting Agreement. 4. SECURITY TRANSACTIONS As of March 31, 2006, the Fund had investments in Investment Funds, none of which were related parties. Aggregate purchases of Investment Funds amounted to $31,070,000 and aggregate sales of Investment Funds amounted to $24,545,837 for the year ended March 31, 2006. At March 31, 2006, the estimated cost of investments for Federal income tax purposes was $58,247,579. As of that date, net unrealized appreciation on investments was estimated to be $10,189,580, made up of gross unrealized appreciation on investments of $10,630,530 and gross unrealized depreciation on investments of $440,950. 5. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK In the normal course of business, the Investment Funds in which the Fund invests trade various financial instruments and enter into various investment activities with off-balance sheet risk. These include, but are not limited to, short selling activities, writing option contracts, contracts for differences, and interest rate, credit default and total return equity swaps contracts. The Fund's risk of loss in these Investment Funds is limited to the value of these investments reported by the Fund. The Fund itself does not invest in securities with off-balance sheet risk. 13 THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC NOTES TO FINANCIAL STATEMENTS (CONTINUED) -------------------------------------------------------------------------------- 6. CONCENTRATION OF RISK The Master Fund invests primarily in Investment Funds that are not registered under the 1940 Act and invest in and actively trade securities and other financial instruments using different strategies and investment techniques, including leverage, that may involve significant risks. These Investment Funds may invest a high percentage of their assets in specific sectors of the market in order to achieve a potentially greater investment return. As a result, the Investment Funds may be more susceptible to economic, political, and regulatory developments in a particular sector of the market, positive or negative, and may experience increased volatility of the Investment Funds' net asset value. Various risks are also associated with an investment in the Fund, including risks relating to the multi-manager structure of the Fund, risks relating to compensation arrangements and risks relating to limited liquidity. 7. GUARANTOR OBLIGATIONS AND INDEMNIFICATIONS In the normal course of business, the Fund enters into contracts that contain a variety of warranties and representations that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund's management expects the risk of loss to be remote. 8. SUBSEQUENT EVENT In Apri1 2006, the Fund effected subscriptions from Members of $3,223,157, of which $3,223,157 were received prior to April 1, 2006. 14 THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (UNAUDITED) -------------------------------------------------------------------------------- The business of the Fund is managed under the direction of the Board. Subject to the provisions of the Operating Agreement and Delaware law, the Directors have all powers necessary and convenient to carry out the responsibility. The Directors and Officers of the Fund, their addresses, their ages and descriptions of their principal occupations during the past five years are listed below. ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS TERM OF PRINCIPAL IN FUND POSITION(S) OFFICE(i) & OCCUPATION(S) COMPLEX OTHER HELD WITH LENGTH OF DURING THE PAST OVERSEEN BY DIRECTORSHIPS NAME, ADDRESS AND AGE FUND TIME SERVED 5 YEARS DIRECTOR HELD BY DIRECTOR ------------------------------------------------------------------------------------------------------------------------------------ INDEPENDENT DIRECTORS ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ Nolan T. Altman (ii) Director Since President, NTA 3 Director, State c/o The Topiary Master Fund for inception Consulting (financial University of New York at Benefit Plan Investors (BPI) LLC services consulting) Albany Foundation (1998 25 DeForest Ave. (2001 to present). to present); Director, Summit, NJ 07901-2154 Formerly, Chief Phinity Offshore Fund, (9/18/55) Financial Officer, Ltd., Tiger Asia Overseas Tiger Management Fund, Ltd. Offshore Fund; (Investment adviser Tiger Global, Ltd., TS I to hedge funds) (1993 Offshore Limited (2004 to to 2001). present); Tiger Consumer Partners Offshore Fund, Ltd (2006). ------------------------------------------------------------------------------------------------------------------------------------(i) Each Director serves for the duration of the Fund, or until his death, resignation, termination, removal or retirement. (ii) Since March 2003, Messrs. Altman and Citron have served as members of the Conflicts Advisory Board of certain private investment funds managed by DBIM or its affiliates. This Conflicts Advisory Board meets on an intermittent basis to evaluate whether specific transactions involving the private investment funds raise conflicts of interest with DBIM, its affiliates, or accounts managed by DBIM or its affiliates. 15 THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (CONTINUED)(UNAUDITED) -------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS TERM OF PRINCIPAL IN FUND POSITION(S) OFFICE(i) & OCCUPATION(S) COMPLEX OTHER HELD WITH LENGTH OF DURING THE PAST OVERSEEN BY DIRECTORSHIPS NAME, ADDRESS AND AGE FUND TIME SERVED 5 YEARS DIRECTOR HELD BY DIRECTOR ------------------------------------------------------------------------------------------------------------------------------------ INDEPENDENT DIRECTORS (CONTINUED) ------------------------------------------------------------------------------------------------------------------------------------ Louis S. Citron (ii) Director Since General Counsel, New 3 None c/o The Topiary Master Fund for Inception Enterprise Associates Benefit Plan Investors (BPI) LLC (venture capital firm) 25 DeForest Ave. (2001 to present). Summit, NJ 07901-2154 (1/31/65) ------------------------------------------------------------------------------------------------------------------------------------ 16 THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (CONTINUED)(UNAUDITED) -------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS TERM OF PRINCIPAL IN FUND POSITION(S) OFFICE(i) & OCCUPATION(S) COMPLEX OTHER HELD WITH LENGTH OF DURING THE PAST OVERSEEN BY DIRECTORSHIPS NAME, ADDRESS AND AGE FUND TIME SERVED 5 YEARS DIRECTOR HELD BY DIRECTOR ------------------------------------------------------------------------------------------------------------------------------------ INDEPENDENT DIRECTORS (CONTINUED) ------------------------------------------------------------------------------------------------------------------------------------ Edward T. Tokar Director Since Sr. Managing Director 3 Director, Gabelli c/o The Topiary Master Fund for Inception of Investments, Beacon Dividend & Income Benefit Plan Investors (BPI) LLC Trust Co. (2004 to Trust (2003 to 25 DeForest Ave. present); Chief present); Trustee, Summit, NJ 07901-2154 Executive Officer, Levco Series Trust (6/12/47) Allied Capital Mgmt. Mutual Funds (2 LLC (registered portfolios) (2001 to investment adviser - present); Director, wholly owned subsidiary Allied Capital of Honeywell) (1998 to Management LLC (1998 2004); and Vice to 2004). Formerly, President - Trustee, Scudder MG Investments, Honeywell Investment Trust International, Inc. (formerly Morgan (advanced technology Grenfell Investment and manufacturer) (1977 Trust (11 portfolios) to 2004). (1994 to 2002). ------------------------------------------------------------------------------------------------------------------------------------ 17 THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (CONTINUED)(UNAUDITED) -------------------------------------------------------------------------------- OFFICERS ------------------------------------------------------------------------------------------------------------------------ NAME, ADDRESS AND AGE POSITIONS HELD WITH FUND PRINCIPAL OCCUPATION(S) DURING THE LAST 5 YEARS ------------------------------------------------------------------------------------------------------------------------ Pamela Kiernan(iii) President Chief Operating Officer, DB Absolute Return DB Absolute Return Strategies Strategies (2005 to present). Formerly, Chief 280 Park Avenue, 9Th Floor Operating Officer - Americas, DB Advisors LLC New York, NY 10017 (2004); Chief Operations Officer - America, Deutsche (9/16/68) Bank Global Equities (2002 to 2004); Business Management - Trading, Deutsche Bank Global Equities (1997 to 2002). ------------------------------------------------------------------------------------------------------------------------ Joshua Kestler(iii) Vice President Head of Product Structuring, DB Absolute Return Deutsche Asset Management Strategies (2004 to present); Associate, Schulte 25 DeForest Ave., 2nd Floor Roth & Zabel LLP (law firm) (2001-2004); Law Clerk, Summit, NJ 07901-2154 Hon. James H. Coleman, New Jersey Supreme Court (04/27/75) (2000-2001). ------------------------------------------------------------------------------------------------------------------------ Marielena Glassman(iii) Treasurer, Chief Administration Officer, DB Absolute Return Deutsche Asset Management Principal Strategies (2002 to present). Formerly Global Head 25 DeForest Ave., 2nd Floor Financial & Accounting of Business Management, Deutsche Asset Management Summit, NJ 07901-2154 Officer (1990 to 2002): Co-Head of Global Portfolio (06/06/63) Management product, Bankers Trust Private Banking (1996-1999). ------------------------------------------------------------------------------------------------------------------------ Neil Novembre(iii) Assistant Treasurer Head of Fund Accounting, DB Absolute Return Deutsche Asset Management Strategies (2002 to present). Formerly, 25 DeForest Ave., 2nd Floor Assurance/Business Advisory Services, Summit, NJ 07901-2154 PricewaterhouseCoopers, New York (2000-2002); (06/18/73) Rothstein, Kass & Company, New Jersey (hedge fund administrator) (1996-2000). -------------------------------------------------------------------------------- (iii) All Officers also serve in similar capacities as Officers for other funds advised by the Investment Manager or its affiliates. 18 THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (CONTINUED)(UNAUDITED) -------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------ Anthony Conte(iii) Assistant Head of Alternative Assets Compliance (06/2005 to Deutsche Asset Management Treasurer present); Head of Compliance, DB Absolute Return 345 Park Avenue Strategies (2003 to present); Head of Business Risk, DB New York, NY 10154 Absolute Return Strategies (2001 to 2003); Head of (3/28/69) Asset Management Compliance, CIBC World Markets Corp. (1999 to 2001). ------------------------------------------------------------------------------------------------------------------------ John H. Kim(iii) Secretary Director and Senior Counsel, Deutsche Asset Deutsche Asset Management Management (asset management division of Deutsche 345 Park Avenue Bank) (2001 to present); Sr. Associate, Wilkie Farr & New York, NY Gallagher (law 10154 firm) (1995 to 2001). (1/9/71) ------------------------------------------------------------------------------------------------------------------------ John Millette Assistant Director, Deutsche Asset Management (legal department) Deutsche Asset Management Secretary (2003 to present); Vice President, Deutsche Asset Two International Place Management (2000 to 2003). Boston, MA 02110 (8/23/62) ------------------------------------------------------------------------------------------------------------------------ Philip Gallo Chief Compliance Managing Director (April 2003 to present), Global Head Deutsche Asset Management Officer of Asset Management Compliance (January 2004 to 345 Park Avenue present and formerly Head of asset Management New York, NY 10154 Compliance (April 2003 to December 2004), Deutsche (8/02/62) Asset Management. Chief Compliance Officer, DWS, Scudder Family of Funds (October 2004 to present). Prior to joining Deutsche Asset Management, Vice President and Associate General Counsel at Goldman Sachs until March 2003. ------------------------------------------------------------------------------------------------------------------------ The Fund's Statement of Additional Information ("SAI") has additional information about the Fund's Directors and Officers and is available without charge upon request. Contact your financial representative for a free prospectus or SAI. -------------------------------------------------------------------------------- (iii) All Officers also serve in similar capacities as Officers for other funds advised by the Investment Manager or its affiliates. 19 THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; SEC FILINGS (UNAUDITED) -------------------------------------------------------------------------------- The Fund invests substantially all of its assets in the securities of Investment Funds, which are privately placed investment vehicles, typically referred to as "hedge funds." These securities do not typically convey traditional voting rights to the holder and the occurrence of corporate governance or other notices for this type of investment is substantially less than that encountered in connection with registered equity securities. However, to the extent the Fund receives notices or proxies from Investment Funds (or receives proxy statements or similar notices in connection with any other portfolio securities), the Fund has delegated proxy voting responsibilities to the Adviser. The Adviser has adopted its own Proxy Voting Policies and Procedures ("Policies"). The Policies address, among other things, conflicts of interest that may arise between the interests of the Fund, and the interests of the Adviser and its affiliates, including the Fund's principal underwriter. A description of the Adviser's Policies is available (i) without charge, upon request, by calling the Fund toll-free at 1-888-262-0695, and (ii) on the SEC's website at WWW.SEC.GOV. In addition, the Fund is required to file new Form N-PX with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The funds Form N-PX is available (i) without charge, upon request, by calling the Fund toll free at 1-888-262-0695 and (ii) on the SEC's website at WWW.SEC.GOV. The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund's Form N-Q filings are available on the SEC's website at WWW.SEC.GOV. Those forms may be reviewed and copied at the SEC's Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. 20 THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC COMPONENTS OF NET ASSETS BY INVESTMENT STRATEGY (UNAUDITED) -------------------------------------------------------------------------------- [GRAPHIC OMITTED] EDGAR REPRESENTATION OF DATA USED IN PRINTED GRAPHIC AS FOLLOWS: COMPONENTS OF NET ASSETS BY INVESTMENT STRATEGY EVENT DRIVEN 19.5% GLOBAL MACRO 9.9% LONG/SHORT EQUITY 40.7% RELATIVE VALUE 24.9% OTHER ASSETS 5.0% 21 ITEM 2. CODE OF ETHICS. (a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. (c) There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description. (d) The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item's instructions. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. As of the end of the period covered by the report, the registrant's board of directors has determined that Nolan Altman is qualified to serve as an audit committee financial expert serving on its audit committee and that he is "independent," as defined by Item 3 of Form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Audit Fees ---------- (a) The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $22,100 for 2006 and $22,500 for 2005. Audit-Related Fees ------------------ (b) The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item are $32,500 for 2006 and $3,500 for 2005. Fees are for consents for repurchase of shares and semi-annual reviews. Tax Fees -------- (c) The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $37,900 for 2006 and $33,800 for 2005. All Other Fees -------------- (d) The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0. (e)(1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. The Fund's Audit Committee approves all non-audit services, as required by the statutes and regulations administered by the Securities and Exchange Commission (the "Commission"), including the 1940 Act and the Sarbanes-Oxley Act of 2002. (e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows: (b) 100% (c) 100% (d) Not applicable. (f) The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was 0%. (g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $0. (h) Not applicable. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS. Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. The Proxy Voting Policies are attached herewith. PROXY VOTING POLICIES AND PROCEDURES The Fund invests substantially all of its assets in the securities of Investment Funds, which are privately placed investment vehicles, typically referred to as "hedge funds." These securities do not typically convey traditional voting rights to the holder and the occurrence of corporate governance or other notices for this type of investment is substantially less than that encountered in connection with registered equity securities. On occasion, however, the Adviser and/or the Fund may receive notices from the Investment Funds seeking the consent of holders in order to materially change certain rights within the structure of the security itself or change material terms of the Investment Fund's limited partnership agreement, limited liability company operating agreement or similar agreement with investors. To the extent that the Fund receives notices or proxies from Investment Funds (or receives proxy statements or similar notices in connection with any other portfolio securities), the Fund has delegated proxy voting responsibilities with respect to the Fund's portfolio securities to the Adviser, subject to the Board's general oversight and with the direction that proxies should be voted consistent with the Fund's best economic interests. The Adviser has adopted its own Proxy Voting Policies and Procedures ("Policies") for this purpose. The Policies address, among other things, conflicts of interest that may arise between the interests of the Fund, and the interests of the Adviser and its affiliates, including the Fund's principal underwriter. The Policies describe the way in which the Adviser resolves conflicts of interest. To resolve conflicts, the Adviser, under normal circumstances, votes proxies in accordance with its guidelines. If the Adviser departs from the Policies with respect to a particular proxy or if the Policies do not specifically address a certain proxy proposal, a committee established by the Adviser will vote the proxy. Before voting any such proxy, however, the committee will exclude from the voting discussions and determinations any member who is involved in or aware of a material conflict of interest. If, after excluding any and all such members, there are fewer than three voting members remaining, the Adviser will engage an independent third party to vote the proxy or follow the proxy voting recommendations of an independent third party. Under certain circumstances, the Adviser may not be able to vote proxies or may find that the expected economic costs from voting outweigh the benefits associated with voting. For example, the Adviser may not vote proxies on certain foreign securities due to local restrictions or customs. The Adviser generally does not vote proxies on securities subject to share blocking restrictions. The Fund will be required to file new Form N-PX, with its complete proxy voting record for the twelve months ended June 30, no later than August 31 of each year. Once filed, the Fund's Form N-PX filing will be available: (i) without charge, upon request, by calling the Fund at 1-888-262-0965, or (ii) by visiting the SEC's website at www.sec.gov. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. SECTION (A)(1) The DB Absolute Return Strategies Fund of Funds team ("DB ARS-FOF") is primarily responsible for the investment management of the Master Fund with respect to the Adviser. The DB ARS-FOF team is comprised of a group of dedicated analysts with responsibility for performing due diligence and analysis on Investment Fund investments and for the portfolio management of the Master Fund. A senior analyst is responsible for the day-to-day investment management of the Master Fund and is supported by a back-up analyst. Mr. Steven L. Bossi, who had been Deputy Head of the DB ARS-FOF team and a portfolio manager thereon, has been promoted to Global Head of Fund-of-Funds for DB Absolute Return Strategies and is primarily responsible for management of the DB ARS-FOF team and the investment management and development of the Adviser's multi-manager hedge fund products. Mr. Bossi also manages a DB Absolute Return Strategies multi-strategy fund of funds and is lead analyst for several relative value and event-driven strategies. Mr. Bossi joined the Adviser in 2001 after nine years of experience as president and chief operating officer of AI International Corporation, an investment advisory firm, where he actively managed global investments in traditional and alternative markets, including equity, fixed income, emerging markets, distressed securities, merger arbitrage, convertible arbitrage, and private equity securities. Prior to that, Mr. Bossi was a fixed income portfolio manager at Aetna Life & Casualty. Mr. Bossi received a B.S. from the University of Connecticut and an M.B.A. from the University of Chicago. The information above is provided as of the date of this filing. SECTION (A)(2) In addition to managing the assets of the Fund, the Fund's portfolio managers may have responsibility for managing other client accounts of the Adviser. The tables below show, for each portfolio manager, the number and asset size of (i) SEC-registered investment companies (or series thereof) other than the Fund, (ii) pooled investment vehicles that are not registered investment companies, and (iii) other accounts (E.G., accounts managed for individuals or organizations) managed by each portfolio manager. The tables also show the number of performance-based fee accounts, as well as the total assets of the accounts for which the advisory fee is based on the performance of the account. This information is provided as of March 31, 2006. OTHER SEC-REGISTERED INVESTMENT COMPANIES MANAGED ------------------------- ------------------------- -------------------------- ------------------------- ----------------------- TOTAL ASSETS OF NUMBER OF INVESTMENT TOTAL ASSETS OF NAME OF PORTFOLIO NUMBER OF REGISTERED REGISTERED INVESTMENT COMPANY ACCOUNTS WITH PERFORMANCE-BASED MANAGER INVESTMENT COMPANIES COMPANIES PERFORMANCE-BASED FEES FEE ACCOUNTS ------------------------- ------------------------- -------------------------- ------------------------- ----------------------- Steven L. Bossi 1 $9,694,042 0 $0 ------------------------- ------------------------- -------------------------- ------------------------- ----------------------- OTHER POOLED INVESTMENT VEHICLES MANAGED ------------------------- ------------------------- --------------------------- ------------------------- ---------------------- NUMBER OF POOLED INVESTMENT VEHICLES TOTAL ASSETS OF NAME OF PORTFOLIO NUMBER OF POOLED TOTAL ASSETS OF POOLED WITH PERFORMANCE-BASED PERFORMANCE-BASED MANAGER INVESTMENT VEHICLES INVESTMENT VEHICLES FEES FEE ACCOUNTS ------------------------- ------------------------- --------------------------- ------------------------- ---------------------- Steven L. Bossi 23 $5,014,662,136 22 $4,951,564,845 ------------------------- ------------------------- --------------------------- ------------------------- ---------------------- OTHER ACCOUNTS MANAGED ------------------------- ------------------------- --------------------------- ------------------------- ---------------------- NUMBER OF OTHER TOTAL ASSETS OF NAME OF PORTFOLIO NUMBER OF OTHER TOTAL ASSETS OF OTHER ACCOUNTS WITH PERFORMANCE-BASED MANAGER ACCOUNTS ACCOUNTS PERFORMANCE-BASED FEES FEE ACCOUNTS ------------------------- ------------------------- --------------------------- ------------------------- ---------------------- Steven L. Bossi 5 $635,816,905 5 $635,816,905 ------------------------- ------------------------- --------------------------- ------------------------- ---------------------- The Adviser is owned by Deutsche Bank AG, a multi-national financial services company. Therefore, the Adviser is affiliated with a variety of entities that provide and/or engage in commercial banking, insurance, brokerage, investment banking, financial advisory, broker-dealer activities (including sales and trading), hedge funds, real estate, and private equity investing, in addition to the provision of investment management services to institutional and individual investors. Since Deutsche Bank AG, its affiliates, directors, officers, and employees (the "Firm") are engaged in businesses and have interests other than managing asset management accounts, such other activities involve real, potential, or apparent conflicts of interest. These interests and activities include potential advisory, transactional, and financial activities and other interests in securities and companies that may be directly or indirectly purchased or sold by the Firm for its clients' advisory accounts. These are considerations of which advisory clients should be aware and which may cause conflicts that could be to the disadvantage of the Adviser's advisory clients. In addition, real, potential, or apparent conflicts of interests may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account, including the following: o Certain investments may be appropriate for the Fund and also for other clients advised by the Adviser, including other client accounts managed by the Fund's portfolio management team. Investment decisions for the Fund and other clients are made with a view to achieving their respective investment objectives and after consideration of such factors as their current holdings, availability of cash for investment, and the size of their investments generally. Frequently, a particular security may be bought or sold for only one client or in different amounts and at different times for more than one but less than all clients. Likewise, because clients of the Adviser may have differing investment strategies, a particular security may be bought for one or more clients when one or more other clients are selling the security. The investment results for the Fund may differ from the results achieved by the Firm and other clients of the Firm and results among clients may differ. In addition, purchases or sales of the same security may be made for two or more clients on the same day. In such event, such transactions will be allocated among the clients in a manner believed by the Adviser to be equitable to each. The Adviser will not determine allocations based on whether it receives a performance-based fee from the client. In some cases, the allocation procedure could have an adverse effect on the price or amount of the securities purchased or sold by the Fund. Purchase and sale orders for the Fund may be combined with those of other clients of the Adviser in the interest of achieving the most favorable net results to the Fund. o To the extent that the Fund's portfolio management team has responsibilities for managing accounts in addition to the Fund, a portfolio manager will need to divide his time and attention among relevant accounts. o In some cases, a real, potential, or apparent conflict may arise where the Adviser may have an incentive, such as a performance-based fee, in managing one account and not with respect to other accounts it manages. This information is provided as of March 31, 2006. SECTION (A)(3) The Adviser seeks to offer its investment professionals competitive short-term and long-term compensation. Portfolio managers and research professionals are paid (i) base salary, which is linked to job function, responsibilities, and financial services industry peer compensation, and (ii) variable components, which are linked to investment performance, individual contributions to the team, and DB ARS's and Deutsche Bank's financial results. Variable compensation may include a cash and/or stock bonus incentive and participation in a variety of long-term equity programs (usually in the form of Deutsche Bank equity). Bonus and long-term incentives comprise a greater proportion of compensation as seniority and compensation levels increase. Top performing investment professionals earn a total compensation package that is highly competitive and may earn a bonus that is a multiple of their base salary. The amount of equity awarded is generally based on the individual's total compensation package and may comprise from 0% to 40% of the total compensation award. As incentive compensation increases, the percentage of compensation awarded in Deutsche Bank equity also increases. Certain senior investment professionals may be subject to a mandatory deferral of a portion of their equity compensation into proprietary mutual funds that they manage. To evaluate its investment professionals, the Adviser uses a Performance Management Process. Objectives are related to investment performance and generally take into account appropriate peer group and benchmark-related data. The ultimate goal of this process is to link the performance of investment professionals with client investment objectives and to deliver investment performance that meets or exceeds clients' risk and return objectives. When determining total compensation, the Adviser considers a number of quantitative and qualitative factors such as: o DB ARS's performance and the performance of Deutsche Asset Management; o Quantitative measures which include actual pre-tax performance, looking first against benchmarks over different time periods with a focus on trailing one-, three-, and five-year performance. The Adviser reviews performance for both alpha (a measure of risk-adjusted performance) and risk versus pre-determined benchmarks and fund peer groups. Additionally, the portfolio manager's retail/institutional asset mix is weighted, as appropriate, for evaluation purposes; o Qualitative measures include adherence to the investment process and individual contributions to the process, among other things. In addition, the Adviser assesses compliance, risk management, and teamwork skills. o Other factors, including contributions made to the investment team as well as adherence to compliance, risk management, and "living the values" of the Adviser, are part of a discretionary component which gives management the ability to reward these behaviors on a subjective basis through bonus incentives. For certain investment professionals, total compensation is determined with regard to revenues generated by the funds they manage and not with regard to the foregoing quantitative and qualitative factors. In addition, the Adviser analyzes competitive compensation levels through the use of extensive market data surveys. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine overall compensation to promote good sustained investment performance. This information is provided as of March 31, 2006 SECTION (A)(4) The following table shows the dollar range of shares owned beneficially and of record by each member of the Fund's portfolio management team in the Fund as well as in all funds in the Fund Complex, including investments by their immediate family members and amounts invested through retirement and deferred compensation plans. This information is provided as of March 31, 2006. ---------------------------------------- ---------------------------------- ------------------------------- NAME OF PORTFOLIO MANAGER DOLLAR RANGE OF EQUITY DOLLAR RANGE OF ALL FUND SECURITIES IN THE FUND COMPLEX SHARES OWNED ---------------------------------------- ---------------------------------- ------------------------------- Steven L. Bossi None None ---------------------------------------- ---------------------------------- ------------------------------- ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant's board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR 240.14a-101), or this Item. ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto. (a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. (a)(3) Not applicable. (b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (registrant) The Topiary Fund for Benefit Plan Investors (BPI) LLC ---------------------------------------------------------------- By (Signature and Title)* /s/ Pamela Kiernan --------------------------------------------------- Pamela Kiernan, President (principal executive officer) Date June 8, 2006 ------------------------------------------------------------------------ Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ Pamela Kiernan --------------------------------------------------- Pamela Kiernan, President (principal executive officer) Date June 8, 2006 ------------------------------------------------------------------------ By (Signature and Title)* /s/ Marie Glassman --------------------------------------------------- Marie Glassman, Treasurer, Principal Financial Officer and Accounting Officer (principal financial officer) Date June 8, 2006 ------------------------------------------------------------------------ * Print the name and title of each signing officer under his or her signature.