THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC

                       Supplement dated April 14, 2005 to
                      Prospectus dated September 14, 2004


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

The paragraph under the section entitled "MANAGEMENT OF THE FUND - Portfolio
Manager" on page 32 of the Prospectus should be deleted and replaced with the
following:

      The DB Absolute Return Strategies Fund of Funds team ("DB ARS-FOF")
      will be 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
      will be responsible for the day-to-day investment management of the
      Master Fund and will be supported by a back-up analyst. Mr. Steven L.
      Bossi, who has been Deputy Head of the DB ARS-FOF team and a portfolio
      manager thereon, has been promoted to Global Head of Funds-of-Funds for
      DB Absolute Return Strategies and is primarily responsible for the
      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 9 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
      investment strategies, 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.

      Mr. Raymond C. Nolte, who has been Global Head of Funds-of-Funds for DB
      Absolute Return Strategies, has been promoted to Vice Chariman of DB
      Absolute Return Strategies. In addition to his new duties, he will
      remain actively involved in the DB ARS-FOF team and the investment
      management and development of the Adviser's multi-manager hedge fund
      products.







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