Topiary Master Fund for Benefit Plan Investors (BPI) LLC – ‘N-CSRS’ for 9/30/05

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Certified Semi-Annual Shareholder Report of a Management Investment Company   —   Form N-CSR
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-CSRS      Topiary Master Fund                                   27    107K 
 2: EX-99.CERT  Miscellaneous Exhibit                                  4     15K 

N-CSRS   —   Topiary Master Fund
Document Table of Contents

N-CSRS
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 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 811-21605

THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
(Exact name of registrant as specified in charter)

 25 DE FOREST AVENUE
SUMMIT, NEW JERSEY 07901
 (Address of principal executive offices) (Zip code)

JOHN H. KIM, DIRECTOR & SENIOR COUNSEL
 DEUTSCHE ASSET MANAGEMENT
 345 PARK AVENUE
NEW YORK, NEW YORK 10154
 (Name and address of agent for service)

registrant's telephone number, including area code: (908) 608-3160

 Date of fiscal year end: MARCH 31

Date of reporting period: SEPTEMBER 30, 2005

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,  450 Fifth Street, NW,
Washington,  DC 20549-0609.  The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.                         

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ITEM 1. REPORTS TO STOCKHOLDERS.                                                

The Report to Shareholders is attached herewith.                                

THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC

FINANCIAL STATEMENTS

For the Six Month Period from April 1, 2005 through September 30, 2005

N-CSRS
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The Topiary Master Fund for Benefit Plan Investors (BPI) LLC

Financial Statements
 (unaudited)
For the Six Month Period from April 1, 2005 through September 30, 2005

CONTENTS

Statement of Assets, Liabilities and Members' Capital....................      1
Schedule of Investments..................................................    2-3
Statement of Operations..................................................      4
Statement of Changes in Members' Capital.................................      5
Statement of Cash Flows..................................................      6
Financial Highlights.....................................................      7
Notes to Financial Statements............................................   8-13
Directors and Officers Biographical Data.................................  14-18
Portfolio Proxy Voting Policies and Procedures; SEC Filings..............     19
Components of Market Value by Investment Strategy .......................     20

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The Topiary Master Fund for Benefit Plan Investors (BPI) LLC

 Statement of Assets, Liabilities and Members' Capital
 (unaudited)
September 30, 2005

                                                                [Download Table]
                                                                                
ASSETS                                                                          
Investments in investment funds, at fair value (cost $58,415,217)  $  63,771,604
Cash and cash equivalents                                                143,257
Receivable for investment funds sold                                   5,058,688
Investment funds paid in advance                                       3,500,000
Receivable from Domestic Feeder Fund                                      59,933
Prepaid expenses                                                          27,835
Other assets                                                              44,010
                                                                   -------------
         TOTAL ASSETS                                              $  72,605,327
                                                                   =============

LIABILITIES                                                                     
Redemptions payable                                                $   9,500,000
Management fees payable                                                  334,118
Professional fees payable                                                 77,325
Registration fees payable                                                 58,200
Investor services fees payable                                             9,750
Administration fees payable                                                9,394
Custodian fees payable                                                     3,444
Other fees payable                                                        49,030
                                                                   -------------
         TOTAL LIABILITIES                                            10,041,261
                                                                   -------------

MEMBERS' CAPITAL                                                      62,564,066
                                                                   -------------

TOTAL LIABILITIES AND MEMBERS' CAPITAL                             $  72,605,327
                                                                   =============

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

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The Topiary Master Fund for Benefit Plan Investors (BPI) LLC

 Schedule of Investments
 (unaudited)
September 30, 2005

                                                        [Enlarge/Download Table]

                                                                                                               % OF   
                                                                                                              MEMBERS'
STRATEGY            INVESTMENT FUND                                  COST           FAIR VALUE   LIQUIDITY    CAPITAL 
--------            ---------------                                  ----           ----------   ---------    ------- 
                                                                                                                      
Event Driven        Avenue Asia Investments, L.P.              $   1,000,000      $    1,040,631   Annually      1.7% 
                    Avenue Europe Investments, L.P.                1,382,924           1,510,848  Quarterly      2.4% 
                    Gracie Capital L.P.                            1,500,000           1,655,831   Annually      2.7% 
                    Harbert Distressed Investment Fund, L.P.       1,750,000           1,961,381  Quarterly      3.1% 
                    Marathon Special Opportunity Fund, L.P.        1,500,000           1,576,992   Annually      2.5% 
                    Merced Partners, L.P.                          1,550,000           1,771,593   Annually      2.8% 
                    Perry Partners, L.P.                           2,600,000           2,838,118   Annually      4.5% 
                    Special K Capital II, L.P.                     1,750,000           1,547,764   Annually      2.5% 
                    Strategic Value Restructuring Fund, L.P.         870,036           1,086,960   Annually      1.7% 
                                                             -------------------------------------------------------- 
Total Event Driven                                                13,902,960          14,990,118                23.9% 

Global Macro        Anglian Commodities U.S. Feeder                                                                   
                          Fund, L.L.C.                               900,000             880,977    Monthly      1.4% 
                    Bridgewater Pure Alpha Trading Fund I          1,250,000           1,382,783    Monthly      2.2% 
                    Drawbridge Global Macro Fund, L.P.             1,402,817           1,641,284  Quarterly      2.6% 
                    FX Concepts Global Fund Master                                                                    
                          Trust - Multi Strategy Series              700,000             796,854    Monthly      1.3% 
                    Graham Global Investment Fund Ltd.               500,000             485,216    Monthly      0.8% 
                    Vega Select Opportunities Fund Limited         1,450,000           1,366,643    Monthly      2.2% 
                                                             -----------------------------------              ------- 
Total Global Macro                                                 6,202,817           6,553,757                10.5% 

Long/Short Equity   Amaranth Global Equities, L.L.C.               1,200,000           1,433,044   Annually      2.3% 
                    Artha Emerging Markets Fund, L.P.              1,050,000           1,268,635  Quarterly      2.0% 
                    Bonanza Partners LP                              700,000             756,269  Quarterly      1.2% 
                    Delta Fund Europe LP                           1,700,000           2,061,908  Quarterly      3.3% 
                    FrontPoint Value Discovery Fund, L.P.          1,400,000           1,586,480  Quarterly      2.5% 
                    Gandhara Fund L.P.                             1,120,000           1,200,746  Quarterly      1.9% 
                    Hard Assets Partners, L.P.                     1,200,000           1,406,546    Monthly      2.3% 
                    Hayground Cove Institutional Partners,                                                            
                          L.P.                                     1,150,000           1,201,127  Quarterly      1.9% 
                    Jana Partners Qualified, L.P.                  1,700,000           1,789,107  Quarterly      2.9% 
                    Kinetics Partners, L.P.                        1,550,000           1,942,471  Quarterly      3.1% 
                    MPC Pilgrim, L.P.                              1,400,000           1,495,787    Monthly      2.4% 
                    Miramar Capital Partners, L.P.                 1,250,000           1,159,869  Quarterly      1.9% 
                    RX Healthcare Partners II, L.P.                1,275,000           1,361,228  Quarterly      2.2% 
                    Seligman Tech Spectrum Fund LLC                  500,000             508,924    Monthly      0.8% 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

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The Topiary Master Fund for Benefit Plan Investors (BPI) LLC

 Schedule of Investments (continued)
 (unaudited)
September 30, 2005

                                                        [Enlarge/Download Table]
                                                                                                                         
                            SR Global, L.P. Asia                   $   1,000,000      $    1,320,011   Monthly      2.1% 
                            Stadia Consumer Fund (QP), L.P.            1,275,000           1,264,054  Quarterly     2.0% 
                            TCS Capital II, L.P.                       1,175,000           1,513,079  Annually      2.4% 
                            Torrey Pines Fund, L.L.C.                  1,400,000           1,507,193  Quarterly     2.4% 
                            Tracer Capital Partners QP, LP             1,000,000           1,186,187  Quarterly     1.9% 
                            UC Financials Fund Limited                 1,350,000           1,508,392   Monthly      2.4% 
                                                                  ----------------------------------             ------- 
Total Long/Short Equity                                               24,395,000          27,471,057               43.9% 
                                                                  ----------------------------------             ------- 

Relative Value              Affinium Fund Ltd                            500,000             501,444  Annually      0.8% 
                            Amaranth Capital Partners, L.L.C.          2,150,000           2,489,832  Annually      4.0% 
                            Aristeia Capital Partners, L.P.            1,000,000           1,043,483  Quarterly     1.7% 
                            Bogle World Fund, L.P.                     1,600,000           1,758,256  Quarterly     2.8% 
                            Citadel Wellington Partners, L.L.C.        3,400,000           3,534,773  Quarterly     5.6% 
                            Clinton Multistrategy Fund, L.L.C.         1,900,000           1,982,431   Monthly      3.2% 
                            Ellington Overseas Partners, Ltd.            700,000             751,455  Quarterly     1.2% 
                            Julius Baer Diversified Fixed Income                                      Quarterly          
                                 Hedge Fund                            1,200,000           1,328,876                2.1% 
                            Marathon Global Convertible Fund L.P         750,000             743,166   Monthly      1.2% 
                            Silverback Partners, L.P.                    714,440             622,956  Quarterly     1.0% 
                                                                  ----------------------------------             ------- 
Total Relative Value                                                  13,914,440          14,756,672               23.6% 
                                                                  ----------------------------------             ------- 

                        Total                                      $  58,415,217      $   63,771,604              101.9% 
                                                                  ----------------------------------             ------- 

                        Liabilities in Excess of Other Assets                             (1,207,538)              (1.9%)
                                                                                      --------------             ------- 

                        Members' Capital                                              $   62,564,066              100.0% 
                                                                                      ==============             ======= 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

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The Topiary Master Fund for Benefit Plan Investors (BPI) LLC

 Statement of Operations
 (unaudited)
For the Six Month Period from April 1, 2005 through September 30, 2005

                                                        [Enlarge/Download Table]

                                                                                           
INVESTMENT INCOME                                                                          
   Interest income                                                             $    43,654 
                                                                               ----------- 
       Total income                                                                 43,654 

EXPENSES                                                                                   
   Management fees                                               $   336,034               
   Professional fees                                                  94,126               
   Administration fees                                                38,600               
   Investor services fees                                             35,377               
   Insurance                                                          26,992               
   Board of Directors fees and expenses                               26,653               
   Registration                                                       26,900               
   Custodian fees                                                      6,600               
   Other expenses                                                        250               
                                                                 -----------               
       Total expenses                                                591,532               

   Management fees waived by Adviser                                  (1,916)              
                                                                 -----------               
       Total amounts waived by Adviser                                (1,916)              
          Net expenses                                                            (589,616)
                                                                               ----------- 

       NET INVESTMENT LOSS                                                        (545,962)
                                                                               ----------- 

Gain from investment fund transactions                                                     
       Net realized gain from investment funds redeemed              315,906               
       Net unrealized appreciation on investment funds             2,867,677               
                                                                 -----------               
       NET GAIN FROM INVESTMENT FUNDS TRANSACTIONS                               3,183,583 
                                                                               ----------- 

       NET INCREASE IN MEMBERS' CAPITAL DERIVED FROM OPERATIONS                $ 2,637,621 
                                                                               =========== 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

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The Topiary Master Fund for Benefit Plan Investors (BPI) LLC

Statement of Changes in Members' Capital

                                                        [Enlarge/Download Table]

                                                                   FOR THE SIX                   
                                                                   MONTH PERIOD     PERIOD FROM  
                                                                  APRIL 1, 2005   OCTOBER 1, 2004
                                                                     THROUGH       (COMMENCEMENT 
                                                                  SEPTEMBER 30,   OF OPERATIONS) 
                                                                       2005        THROUGH MARCH 
                                                                   (UNAUDITED)       31, 2005    
                                                                 --------------   -------------- 
                                                                                                 
FROM INVESTMENT ACTIVITIES                                                                       
   Net investment loss                                           $     (545,962)  $     (377,657)
   Net realized gain/(loss) from sale of investment funds                                        
         redeemed                                                       315,906         (107,093)
   Net change in unrealized appreciation on investments                                          
         funds                                                        2,867,677        2,488,710 
                                                                 --------------   -------------- 
       NET INCREASE IN MEMBERS' CAPITAL DERIVED FROM OPERATIONS       2,637,621        2,003,960 

FROM MEMBERS' CAPITAL TRANSACTIONS                                                               
   Subscriptions                                                     22,825,915       53,213,878 
   Redemptions                                                      (17,866,257)        (304,079)
   Distributions                                                        (46,972)              -- 
                                                                 --------------   -------------- 

       NET CHANGE IN MEMBERS' CAPITAL FROM CAPITAL                                               
             TRANSACTIONS                                             4,912,686       52,909,799 
                                                                 --------------   -------------- 

       NET CHANGE IN MEMBERS' CAPITAL                                 7,550,307       54,913,759 

Members' capital at beginning of period                              55,013,759          100,000 
                                                                 --------------   -------------- 

Members' capital at end of period                                $   62,564,066   $   55,013,759 
                                                                 ==============   ============== 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

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The Topiary Master Fund for Benefit Plan Investors (BPI) LLC

 Statement of Cash Flows
 (unaudited)
For the Six Month Period from April 1, 2005 through September 30, 2005

                                                        [Enlarge/Download Table]
                                                                                           
CASH FLOWS FROM OPERATING ACTIVITIES                                                       
   Net increase in Members' capital from operations                           $  2,637,621 
   Adjustments to reconcile net increase in Members' capital from operations               
   to net cash used in operating activities:                                               
       Purchases of investment funds                                           (14,920,000)
       Sales of investment funds                                                 7,545,689 
       Net realized gain from investment funds redeemed                           (315,906)
       Net unrealized appreciation on investment funds                          (2,867,677)
       Decrease  in investment funds paid in advance                               750,000 
       Increase in receivable for investment funds sold                         (4,166,324)
       Increase in receivable from Domestic Feeder Fund                            (59,933)
       Decrease in receivable from advisor                                          37,973 
       Decrease in prepaid expenses                                                 36,989 
       Increase in other assets                                                    (39,805)
       Increase in management fees payable                                         334,118 
       Decrease in professional fees payable                                      (107,495)
       Increase in registration fees payable                                        19,400 
       Decrease in administration fees payable                                      (8,791)
       Increase in investor services fees payable                                    3,750 
       Increase in custodian fees payable                                            1,858 
       Increase in other fees payable                                               25,848 
                                                                              ------------ 

         NET CASH USED IN OPERATING ACTIVITIES                                 (11,092,685)
                                                                              ------------ 

CASH FLOWS FROM FINANCING ACTIVITIES                                                       
   Subscriptions                                                                19,054,748 
   Redemptions                                                                  (8,366,257)
   Distributions                                                                   (46,972)
                                                                              ------------ 

         NET CASH PROVIDED BY FINANCING ACTIVITIES                              10,641,519 
                                                                              ------------ 

NET DECREASE IN CASH                                                              (451,166)

Cash and cash equivalents at beginning of period                                   594,423 
                                                                              ------------ 

Cash and cash equivalents at end of period                                    $    143,257 
                                                                              ============ 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

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The Topiary Master Fund for Benefit Plan Investors (BPI) LLC

Financial Highlights

                                                        [Enlarge/Download Table]

                                                  FOR THE SIX MONTH                           
                                                        PERIOD          PERIOD FROM OCTOBER 1,
THE FOLLOWING REPRESENTS THE RATIOS TO AVERAGE   APRIL 1, 2005 THROUGH    2004 (COMMENCEMENT  
NET ASSETS AND OTHER FINANCIAL HIGHLIGHTS         SEPTEMBER 30, 2005    OF OPERATIONS) THROUGH
INFORMATION FOR THE PERIOD:                           (UNAUDITED)           MARCH 31, 2005    
                                                 ---------------------  ----------------------
                                                                                              
    Ratios to average net assets:                                                             

        Net investment loss (a)(b)                         (1.62%)                   (1.67%)  

        Net expenses (a)(b)(c)                              1.75%                     1.75%   

    Total return (d)                                        3.64%                     5.04%   

    Portfolio turnover rate                                   12%                        3%   

    Members' capital, end of period (thousands)       $   62,564                $   55,014    

(a)   Annualized for periods of less than one year.                             

(b)   The Adviser waived $1,916 of fees for the six month period ended September
      30, 2005. The net investment  loss ratio would have been 0.01% greater and
      the total  expenses ratio would have been 0.01% greater had these fees 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 on an annualized  basis
  had these fees and expenses not been waived/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 contributions.                             

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

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THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC                    
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)                                       
--------------------------------------------------------------------------------

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 September 30, 2005,
the investment by the Offshore Fund constitutes 86% 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  14%,
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 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"). At least a majority 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
("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                                             

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THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC                    
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (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.      

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THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC                    
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (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  investments to the extent
such income is not exempted from  withholdings  under the Internal  Revenue Code
and Regulations there under. Such amounts are treated as withholding tax credits
for federal  income tax  purposes.  The actual amount of such taxes is not known
until all K-1's 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 PFPC Trust  Company.
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.             

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)                           
--------------------------------------------------------------------------------

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 fees for the six month period ended September 30, 2005 were
$336,034, $334,118 of which was payable at September 30, 2005.                  

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 period through March 31, 2006. For the period, the Adviser waived management
fees of $1,916 for the expenses the Fund accrued.                               

In accordance with the terms of the  administration  agreement  ("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.         

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. For the services performed by ICCC
pursuant  to this  Agreement,  the  Adviser  compensates  ICCC at no  additional
expense to the Fund.                                                            

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.                  

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)                           
--------------------------------------------------------------------------------

3. MANAGEMENT FEE, RELATED PARTY TRANSACTIONS AND OTHER (CONTINUED)             

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 September 30, 2005, the Fund had investments in Investment  funds, none of
which were related parties.  Aggregate purchases of Investment funds amounted to
$14,920,000 and aggregate  sales of Investment  funds amounted to $7,545,689 for
the period ended September 30, 2005.                                            

At September 30, 2005, the estimated cost of investments  for Federal income tax
purposes  was  $58,415,217.  As of that date,  net  unrealized  appreciation  on
investments  was  estimated  to  be  $5,356,387,  made  up of  gross  unrealized
appreciation on investments of $5,875,182 and gross  unrealized  depreciation on
investments of $518,795.                                                        

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.                                                    

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.              

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THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC                    
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)                           
--------------------------------------------------------------------------------

7. GUARANTOR OBLIGATIONS AND INDEMNIFICATIONS                                   

In November 2002, the Financial  Accounting Standards Board ("FASB") issued FASB
Interpretation  No. 45, GUARANTOR'S  ACCOUNTING AND DISCLOSURE  REQUIREMENTS FOR
GUARANTEES,   INCLUDING  INDIRECT  GUARANTEES  OF  INDEBTEDNESS  OF  OTHERS,  AN
INTERPRETATION  OF FASB  STATEMENTS  NO. 5, 57, AND 107 AND  RESCISSION  OF FASB
INTERPRETATION  NO. 34 ("FIN 45"). FIN 45 requires  certain  disclosure that was
intended to improve the  transparency  of the  financial  statement  information
about a  guarantor's  obligations  and  liquidity  risks  related to  guarantees
issued.  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 October,  2005, the Fund effected subscriptions from Members of $5,401,325 of
which none were received prior to October 1, 2005.                              

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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.     

                                                        [Enlarge/Download Table]

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                                                                                             NUMBER OF                              
                                                                                            PORTFOLIOS                              
                                                      TERM OF                                 IN FUND                               
                                       POSITION(S)  OFFICE(i) &    PRINCIPAL 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 DB Hedge Strategies Fund LLC                    inception     Consulting (financial                  University of New York at  
25 DeForest Ave.                                                  services consulting)                   Albany  Foundation (1998   
Summit, NJ  07901-2154                                            (2001 to present).                     to present); Director,     
(9/18/55)                                                         Formerly, Chief                        Phinity Offshore Fund,     
                                                                  Financial Officer,                     Ltd., Tiger Asia Overseas  
                                                                  Tiger Management                       Fund, Ltd. Off-shore       
                                                                  (Investment adviser                    Fund; Tiger Technology     
                                                                  to hedge funds) (1993                  Fund Ltd.,  TS I Offshore  
                                                                  to 2001).                              Limited (2004 to present). 
------------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------
(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.          

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DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (UNAUDITED) (CONTINUED)                
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

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                                                                                                  NUMBER OF                         
                                                                                                  PORTFOLIOS                        
                                                      TERM OF                                       IN FUND                         
                                     POSITION(S)    OFFICE(i) &      PRINCIPAL 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 DB Hedge Strategies Fund LLC                    Inception     Enterprise Associates (venture                                    
25 DeForest Ave.                                                  capital firm) (2001 to                                            
Summit, NJ  07901-2154                                            present).  Formerly, General                                      
(1/31/65)                                                         Counsel and Sr. Vice                                              
                                                                  President, the ING mutual                                         
                                                                  funds (1998 to 2000); Vice                                        
                                                                  President, ING Mutual Funds                                       
                                                                  Management Co. LLC (registered                                    
                                                                  investment adviser) (1998 to                                      
                                                                  2000); Vice President, ING                                        
                                                                  Funds Distributors, Inc.                                          
                                                                  (principal underwriter for the                                    
                                                                  ING mutual funds) (1998 to                                        
                                                                  2000); Vice President, ING                                        
                                                                  Funds Services Co. LLC                                            
                                                                  (administrator to the ING                                         
                                                                  mutual funds) (1998 to 2000).                                     
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DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (UNAUDITED) (CONTINUED)                
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

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                                                                                                NUMBER OF                           
                                                                                                PORTFOLIOS                          
                                                      TERM OF                                    IN FUND                            
                                     POSITION(S)    OFFICE(i) &      PRINCIPAL 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 DB Hedge Strategies Fund LLC                    Inception    of Investments, Beacon                       Dividend & Income     
25 DeForest Ave.                                                 Trust Co. (2004 to                           Trust (2003 to        
Summit, NJ  07901-2154                                           present); Chief                              present); Trustee,    
(6/12/47)                                                        Executive Officer,                           Levco Series Trust    
                                                                 Allied Capital Mgmt.                         Mutual Funds    (2    
                                                                 LLC (registered                              portfolios) (2001 to  
                                                                 investment adviser -                         present); Director,   
                                                                 wholly owned subsidiary                      Allied Capital        
                                                                 of Honeywell) (1998 to                       Manage-ment 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).       
------------------------------------------------------------------------------------------------------------------------------------

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DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (UNAUDITED) (CONTINUED)                
--------------------------------------------------------------------------------

OFFICERS                                                                        

                                                        [Enlarge/Download Table]

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        NAME, ADDRESS AND AGE          POSITIONS HELD WITH FUND           PRINCIPAL OCCUPATION(S) DURING THE         
                                                                                     LAST 5 YEARS                    
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
Julian F. Sluyters(iii)              Chief Executive Officer     President (as of May 24, 2005) and Chief Executive  
345 Park Ave.                                                    Officer (as of June 18, 2004); Managing Director,   
New York, NY  10154                                              Deutsche Asset Management (May 2004 to present);    
(7/14/60)                                                        President and Chief Executive Officer, UBS Fund     
                                                                 Services (2001 to 2003); Chief Administrative       
                                                                 Officer (1998 to 2001) and Sr. Vice President and   
                                                                 Director of Mutual Fund Operations (1991 to 1998),  
                                                                 UBS Global Asset Management.                        
---------------------------------------------------------------------------------------------------------------------

Pamela Kiernan                       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).                                     
---------------------------------------------------------------------------------------------------------------------

Marielena Glassman                   Treasurer, Principal        Chief Administration Officer, DB Absolute Return    
Deutsche Asset Management            Financial & Accounting      Strategies (2002 to present).  Formerly Global Head 
25 DeForest Ave., 2nd Floor          Officer                     of Business Management, Deutsche Asset Management   
Summit, NJ  07901-2154                                           (1990 to 2002): Co-Head of Global Portfolio         
(06/06/63)                                                       Management product, Bankers Trust Private Banking   
                                                                 (1996-1999).                                        
---------------------------------------------------------------------------------------------------------------------

Carole Coleman(iii)                  Secretary                   Vice President and Secretary; Director, Deutsche    
Deutsche Asset Management                                        Asset Management (since 2005);  Associate General   
345 Park Avenue, 16th Floor                                      Counsel, Fred Alger & Company (2002-2005);          
New York, NY 10154                                               Associate Attorney,  Charpie & Associates           
(08/23/69)                                                       (1995-2002).                                        
---------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------
(iii) All Officers also serve in similar  capacities as Officers for other funds
advised by the Investment Manager or its affiliates.                

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DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (UNAUDITED) (CONTINUED)                
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]
-------------------------------------------------------------------------------------------------------------
                                                                                                             
Daniel O. Hirsch(iii)               Assistant         Consultant. Formerly, Managing Director, Deutsche      
Deutsche Asset Management           Secretary         Asset Management (asset management division of         
1 South St.                                           Deutsche Bank) (2002 to 2005); Director, Deutsche      
Baltimore, MD 21202-3298                              Asset Management (1999 to 2002); Principal, BT Alex.   
(3/27/54)                                             Brown Inc. (now Deutsche Bank Securities Inc.) (1998   
                                                      -1999); Assistant General Counsel, U.S. Securities and 
                                                      Exchange Commission (1993 to 1998); Director, Deutsche 
                                                      Global Funds Ltd. (2002 to 2004).                      
-------------------------------------------------------------------------------------------------------------

John H. Kim                         Assistant         Director and Senior Counsel, Deutsche Asset Management 
Deutsche Asset Management           Secretary         (asset management division of Deutsche Bank) (2001 to  
345 Park Avenue                                       present); Sr. Associate, Wilkie Farr & Gallagher (law  
New York, NY 10154                                    firm) (1995  to 2001).                                 
(1/9/71)                                                                                                     
-------------------------------------------------------------------------------------------------------------

Anthony Conte                       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,   
New York, NY 10154                                    DB Absolute Return Strategies (2001 to 2003); Head of  
(3/28/69)                                             Asset Management Compliance, CIBC World Markets Corp.  
                                                      (1999 to 2001).                                        
-------------------------------------------------------------------------------------------------------------

Neil Novembre                       Assistant         Head of Fund Accounting, DB Absolute Return Strategies 
Deutsche Asset Management           Treasurer         (2002 to present).  Formerly, Assurance/Business       
25 DeForest Ave., 2nd Floor                           Advisory Services, PricewaterhouseCoopers, New York    
Summit, NJ 07901-2154                                 (2000-2002); Rothstein, Kass & Company, New Jersey     
(06/18/73)                                            (hedge fund administrator) (1996-2000).                
-------------------------------------------------------------------------------------------------------------

Joshua Kestler                      Vice President    Head of Product Structuring, DB Absolute Return        
Deutsche Asset Management                             Strategies (2004 to present); Associate, Schulte Roth  
25 DeForest Ave., 2nd Floor                           & Zabel LLP (law firm) (2001-2004); Law Clerk, Hon.    
Summit, NJ 07901-2154                                 James H. Coleman, New Jersey Supreme Court (2000-2001).
(04/27/75)                                                                                                   
-------------------------------------------------------------------------------------------------------------

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.                

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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.                                                         

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THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC                    
COMPONENTS OF NET ASSETS BY INVESTMENT STRATEGY (UNAUDITED)                     
--------------------------------------------------------------------------------

COMPONENTS OF MARKET VALUE BY INVESTMENT STRATEGY 

[THE FOLLOWING TABLE WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL.] 

EVENT DRIVEN                     23.5%                                          
GLOBAL MACRO                     10.3%                                          
LONG/ SHORT EQUITY               43.1%                                          
RELATIVE VALUE                   23.1%                                          

20
THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC

ADDENDUM TO FINANCIAL STATEMENTS
For the Six Month Period from April 1, 2005 through September 30, 2005

BOARD REVIEW OF THE CURRENT INVESTMENT MANAGEMENT AGREEMENT                     

  The Board of Directors of the Fund (the "Board") presently consists of
three directors, all of whom are independent, or non-interested, directors (the 
"Independent Directors"). The Board considers matters relating to the investment
management agreement (the "Investment Management Agreement") between DB         
Investment Managers, Inc. ("DBIM") and The Topiary Master Fund for Benefit Plan 
Investors (BPI) LLC (the fund in which the Fund invests) throughout the year. On
an annual basis, the Board specifically considers whether to approve the        
continuance of the Investment Management Agreement for an additional one-year   
period. In considering the approval of the Investment Management Agreement, the 
Board considers the terms of such agreement and the incentive compensation      
payable to DBIM under the Fund's operating agreement.                           

   At a meeting held on September 9, 2005 (the "September 9 Meeting"), the
Board, comprised of the Independent Directors, unanimously approved the         
continuance of the Investment Management Agreement.                             

      At the September 9 Meeting, the Board reviewed, among other information, a
memorandum from outside counsel outlining factors to be considered in evaluating
investment management and underwriting arrangements, written and oral reports   
and compilations from DBIM, including comparative data as to investment         
performance, advisory fees and other expenses of peer funds, and expense        
comparisons of the Fund over a number of time periods. The Board also reviewed  
an Investment Management Group Review, which detailed the current and future    
business plans of DBIM and its affiliate DB ARS, and a memorandum from DBIM     
detailing the possible incidental benefits to DBIM resulting from the Investment
Management Agreement. In addition, the Board took into account information      
provided at previous meetings and other knowledge about DBIM the Board had      
accumulated over the years.                                                     

    In approving the continuance of the Investment Management Agreement, the
Board of Directors considered the following factors, among others:              

  NATURE, EXTENT AND QUALITY OF SERVICES. The Board examined the nature,
extent and quality of the investment management services provided and to be     
provided to the Fund by DBIM and its affiliates. The Board considered the terms 
of the Investment Management Agreement and the experience and qualifications of 
DBIM and its personnel. The Board also considered DBIM's attention to compliance
matters and the absence of material regulatory issues relating to the Fund.     
Further, the Board considered DBIM's past organizational changes and turnover in
its personnel, the overall commitment of DBIM to the Fund, and the general      
financial condition, resources and reputation of DBIM and its parent. The Board 
was generally satisfied with the nature, extent and quality of the investment   
management services provided to the Fund.                                       

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INVESTMENT PERFORMANCE. The Board considered performance information
provided by DBIM over a number of time periods. DBIM also provided the Directors
with comparative performance information of peer funds that they had requested. 
The Board also reviewed the ways in which the investment strategies employed by 
DBIM contributed to the Fund's investment performance. After considering all    
factors deemed appropriate, the Board concluded that the Fund's performance     
supported the continuance of the Investment Management Agreement.               

COSTS OF SERVICES. The Board examined the expenses paid by the Fund,
together with the expense information concerning other similar funds. The Board 
also noted that DBIM had provided a 1.75% cap on the annual operating expenses  
of the Fund (exclusive of any incentive fee payments). Based on this            
information, the Board concluded that the investment management fee and expense 
ratio of the Fund were generally competitive.                                   

PROFITS REALIZED BY DBIM. DBIM advised the Board that its investment
advisory arrangement with the Fund was not profitable at the current time, due  
primarily to the current size of the Fund and the agreement to cap operating    
expenses provided by DBIM as described above. Pursuant to the agreement to limit
operating expenses, the entire advisory fee of $227,311 for the year ended March
31, 2005 was reimbursed by DBIM. Pursuant to the operating agreement, the Fund  
paid to DBIM an incentive allocation of $57,188 for the year ended March 31,    
2005. The Board reviewed this information and concluded that any profit expected
to be earned by DBIM from the Investment Management Agreement under the current 
circumstances was limited, which warranted the continuance of these advisory    
arrangements.                                                                   

     ECONOMIES OF SCALE. The Board considered the extent to which economies of
scale would be realized as the Fund grows and whether fee levels reflect these  
economies of scale for the benefit of Fund investors. The Fund had net assets of
approximately $69 million at August 31, 2005 and the Board did not identify any 
economies of scale realized by DBIM at this asset level. The Board and DBIM     
agreed that the issue would be reviewed in the future to the extent that the    
Fund's assets increase.                                                         

OTHER BENEFITS TO DBIM. The Board recognized that DBIM might realize
others benefits from its relationship with the Fund, including receipt of fees  
by affiliates performing services for the Fund. These other potential benefits  
did not, however, affect the Board's decision to approve of the continuance of  
the Investment Management Agreement.                                            

Based on an evaluation of all factors deemed relevant, including the
factors described above, the Board concluded that the Agreement should be       
continued through September 30, 2006.                                           

                                                                               2
ITEM 2. CODE OF ETHICS.                                                         

Not applicable.                                                                 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.                                       

Not applicable.                                                                 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.                                 

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.                              

Not applicable.                                                                 

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ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.       

Not yet applicable.                                                             

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) Not applicable.                                              

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      (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)     Not applicable.                                             

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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 Master Fund for Benefit Plan Investors (BPI) LLC       
            --------------------------------------------------------------------

By (Signature and Title)*  /s/ Julian Sluyters                                  
                         -------------------------------------------------------
              Julian Sluyters, Chief Executive Officer
   (principal executive officer)

Date                       December 7, 2005                                     
    ----------------------------------------------------------------------------

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/ Julian Sluyters                                  
                         -------------------------------------------------------
              Julian Sluyters, Chief Executive Officer
   (principal executive officer)

Date                       December 7, 2005                                     
    ----------------------------------------------------------------------------

By (Signature and Title)*  /s/ Marie Glassman                                   
                         -------------------------------------------------------
                    Marie Glassman, Treasurer, Principal Financial
    Officer and Accounting Officer
   (principal financial officer)

Date                       December 7, 2005                                     
    ----------------------------------------------------------------------------

*     Print the name and title of each signing officer under his or her         
signature.                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘N-CSRS’ Filing		Date		First		Last			Other Filings
		9/30/06		24					N-CSRS,  NSAR-A
		3/31/06		14					N-CSR,  NSAR-B
Filed on / Effective on:		12/9/05
		12/7/05		27
		10/1/05		16
For Period End:		9/30/05		1		23			NSAR-A
		9/9/05		23					3
		8/31/05		24
		5/24/05		20					3
		4/1/05		2		23
		3/31/05		10		24			N-CSR,  NSAR-B
		10/1/04		8		11
		7/16/04		11
		6/18/04		20
									List all Filings