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
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The Topiary Fund for Benefit Plan Investors (BPI) LLC
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(Exact name of registrant as specified in charter)
25 DeForest Avenue
Summit, New Jersey 07901
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(Address of principal executive offices) (Zip code)
John H. Kim, Director & Senior Counsel
Deutsche Asset Management
25 Deforest Avenue
Summit, NJ 07901
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(Name and address of agent for service)
registrant's telephone number, including area code: (908) 608-3000
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Date of fiscal year end: March 31
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Date of reporting period: March 31, 2005
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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.
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 Period from October 1, 2004 (commencement of operations)
through March 31, 2005
The Topiary Fund for Benefit Plan Investors (BPI) LLC
Consolidated Financial Statements
For the Period from October 1, 2004 (commencement of operations)
through March 31, 2005
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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...................................13-18
Portfolio Proxy Voting Policies and Procedures; SEC Filings ................. 19
THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC .......ATTACHMENT A
[GRAPHIC OMITTED] PRICEWATERHOUSECOOPERS
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PRICEWATERHOUSECOOPERS LLP
300 Madison Avenue
New York NY 10017
Telephone (646) 471-3000
Direct phone (646) 471-2139
Direct fax (813) 329-1297
www.pwc.com
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 it subsidiary (the "Fund") at
March 31, 2005, and the results of their operations, the changes in their
members' capital, their cash flows and the financial highlights 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 audit. We conducted our audit 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 audit provides a reasonable basis for our opinion.
/s/ PRICEWATERHOUSECOOPERS LLP
May 20, 2005
The Topiary Fund for Benefit Plan Investors (BPI) LLC
Consolidated Statement of Assets, Liabilities and Members' Capital
March 31, 2005
ASSETS
Investments in the Master Fund $ 28,869,283
Deferred offering costs 152,040
Advance subscriptions to the Master Fund 3,771,167
Receivable from Adviser 237,656
--------------------
TOTAL ASSETS $ 33,030,146
====================
LIABILITIES
Subscriptions received in advance $ 3,771,167
Professional fees payable 71,625
Administration fees payable 12,000
Custodian fees payable 1,992
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TOTAL LIABILITIES 3,856,784
--------------------
MEMBERS' CAPITAL 29,173,362
--------------------
TOTAL LIABILITIES AND MEMBERS' CAPITAL $ 33,030,146
====================
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 Period from October 1, 2004 (commencement of operations)
through March 31, 2005
NET INVESTMENT LOSS ALLOCATED FROM THE MASTER FUND :
Income $ 7,076
Expenses (280,665)
Expense amount waived and reimbursed by Adviser 108,356
-------------------
Net expenses (172,309)
------------------
Net investment loss allocated from the Master Fund (165,233)
------------------
Fund income
Interest income 353
FUND EXPENSES
Amortization of offering costs $ 152,040
Professional fees 71,625
Administration fees 12,000
Custodian fees 5,670
-------------------
Total expenses 241,335
Fund expenses reimbursed (241,335)
-------------------
Net expenses -
------------------
NET INVESTMENT INCOME FROM FUND 353
------------------
Net investment loss (164,880)
------------------
GAIN FROM INVESTMENT FUND TRANSACTIONS
Net realized loss from investment funds allocated from the
Master Fund (54,354)
Net unrealized appreciation on investment funds allocated
from the Master Fund 979,071
-------------------
NET GAIN FROM INVESTMENT FUNDS TRANSACTIONS 924,717
------------------
NET INCREASE IN MEMBERS' CAPITAL DERIVED FROM OPERATIONS $ 759,837
==================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.
3
The Topiary Fund for Benefit Plan Investors (BPI) LLC
Consolidated Statement of Changes in Members' Capital
For the Period from October 1, 2004 (commencement of operations)
through March 31, 2005
FROM INVESTMENT ACTIVITIES
SPECIAL ADVISORY OTHER
MEMBER MEMBERS' CAPITAL
Net investment loss $ - $ (164,880)
Net realized loss from investment funds allocated from the Master
Fund - (54,354)
Net 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)
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NET CHANGE IN MEMBERS' CAPITAL FROM CAPITAL TRANSACTIONS 57,188 28,256,337
------------------ -----------------
NET CHANGE IN MEMBERS' CAPITAL - 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
=================
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 Period from October 1, 2004 (commencement of operations)
through March 31, 2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in Members' capital from operations $ 759,837
Adjustments to reconcile net increase in Members' capital from operations to net
cash used in operating activities:
Purchases of investment in Master Fund (28,413,878)
Redemption of investment in Master Fund 304,079
Adjustments to reconcile net increase in Members' capital resulting from
operations to net cash used in operating activities:
Net investment loss allocated from the Master Fund 165,233
Net realized loss from investment funds allocated from the Master Fund 54,354
Net unrealized appreciation on investment funds allocated from the
Master Fund (979,071)
Increase in advance subscription to the Master Fund (3,771,167)
Increase in prepaid expenses (152,040)
Increase in receivable from Adviser (237,656)
Increase in professional fees payable 71,625
Increase in administration fees payable 12,000
Increase in custodian fees payable 1,992
--------------------
NET CASH USED IN OPERATING ACTIVITIES (32,184,692)
--------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Subscriptions 32,084,692
Redemptions 0
--------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 32,084,339
--------------------
NET DECREASE IN CASH (100,000)
Cash and cash equivalents at beginning of period 100,000
--------------------
Cash and cash equivalents at end of period $ 0
====================
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
RATIOS AND OTHER FINANCIAL HIGHLIGHTS
PERIOD FROM
OCTOBER 1, 2004
THE FOLLOWING REPRESENTS THE RATIOS TO AVERAGE NET (COMMENCEMENT OF
ASSETS AND OTHER FINANCIAL HIGHLIGHTS INFORMATION OPERATIONS) THROUGH
FOR THE PERIOD: MARCH 31, 2005
---------------------------
Ratios to average net assets:
Net investment loss (a)(b) (1.67%)
Net expenses (a)(b)(c) 1.75%
Incentive allocation 0.58%
---------------------------
Net expenses and incentive allocation
2.33%
Total return 5.04%
Incentive allocation 0.20%
---------------------------
Total return net of incentive allocation 4.84%
Portfolio turnover rate 3%
Members' capital, end of period (thousands)
$ 29,173
(a) Annualized for periods of less than one year.
(b) The Adviser waived and reimbursed $349,691 of fees for the six month period
ended March 31, 2005. The net investment loss ratio would have been 3.57%
greater and the total expenses ratio would have been 3.57% 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
expense ratio.
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 CONSOLIDATED
FINANCIAL STATEMENTS.
6
THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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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
will seek 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 Island limited duration company with
the same investment objectives as the Fund. The Offshore Fund in turn will
invest 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 53% of the beneficial interests in the Master
Fund. 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"). At least a majority of the Board is 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'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 is being 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 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 there under. Such amounts are treated as
withholding tax credits for federal income tax purposes.
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 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 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.
9
THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
--------------------------------------------------------------------------------
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 six month period ended March 31, 2005, the Adviser earned an
Incentive Allocation of $57,188.
The Hurdle Rate is calculated monthly using the average of the weekly 90-day
U.S. Treasury bill for that month. For the six months ended March 31, 2005, the
average Hurdle Rate was 2.289%.
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.
10
THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
--------------------------------------------------------------------------------
3. RELATED PARTY TRANSACTIONS (CONTINUED)
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. For the services performed by ICCC
pursuant to this Agreement, the Adviser compensates ICCC at no additional
expense to the Fund.
4. ADMINISTRATION AND OTHER FEES
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.
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, 2005, the Fund's only investment was its investment in the
Master Fund. Aggregate purchases of the Master Fund amounted to $28,413,878 and
aggregate sales of the Master Fund amounted to $304,079 for the period ended
March 31, 2005.
6. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
In the normal course of business, 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.
11
THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
--------------------------------------------------------------------------------
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 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 expects the risk of loss to be
remote.
9. SUBSEQUENT EVENT
Subsequent to March 31, 2005, the Fund effected subscriptions from Members of
$4,883,501 of which $3,771,167 were received prior to April 1, 2005.
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.
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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 DB Hedge Strategies Fund LLC inception Consulting (financial University of New York at
25 DeForest Ave. services consulting) Albany (1998 to present);
Summit, NJ 07901-2154 (2001 to present). Director, Phinity
(9/18/55) Formerly, Chief Offshore Fund, Ltd.,
Financial Officer, Tiger Asia Overseas Fund,
Tiger Management Ltd. Offshore Fund; Tiger
(investment adviser Technology Fund Ltd., TS
to hedge funds) (1993 I Offshore Limited (2004
to 2001). to present).
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--------------------------------------------------------------------------------
(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 OTHER
POSITION(S) OFFICE(i) OCCUPATION(S) COMPLEX DIRECTORSHIPS
HELD WITH & LENGTH OF DURING THE PAST OVERSEEN BY HELD
NAME, ADDRESS AND AGE FUND TIME SERVED 5 YEARS DIRECTOR 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 present).
Summit, NJ 07901-2154 Formerly, General Counsel and
(1/31/65) 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).
--------------------------------------------------------------------------------------------------------------------------------
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 OTHER
POSITION(S) OFFICE(i) OCCUPATION(S) COMPLEX DIRECTORSHIPS
HELD WITH & LENGTH OF DURING THE PAST OVERSEEN BY HELD
NAME, ADDRESS AND AGE FUND TIME SERVED 5 YEARS DIRECTOR 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 and Income
25 DeForest Ave. Trust Company (2004 to Trust (2003 to
Summit, NJ 07901-2154 present); Chief Executive present); Trustee,
(6/12/47) Officer, Allied Capital Levco Series Trust
Management LLC Mutual Funds (2
(registered investment portfolios) (2001 to
adviser - wholly owned present); Director,
subsidiary of Honeywell) Allied Capital
(1998 to 2004); and Vice Management LLC (1998
President - Investments, to 2004). Formerly,
Honeywell International, Trustee, Scudder MG
Inc. (advanced technology Investment Trust
and manufacturer) (1977 (formerly Morgan
to 2004). Grenfell Investment
Trust (11 portfolios)
(1994 to 2002).
------------------------------------------------------------------------------------------------------------------------------------
15
THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (UNAUDITED) (CONTINUED)
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
TERM OF PRINCIPAL IN FUND OTHER
POSITION(S) OFFICE OCCUPATION(S) COMPLEX DIRECTORSHIPS
HELD WITH & LENGTH OF DURING THE PAST OVERSEEN BY HELD
NAME, ADDRESS AND AGE FUND TIME SERVED 5 YEARS DIRECTOR BY DIRECTOR
------------------------------------------------------------------------------------------------------------------------------------
DIRECTORS WHO ARE "INTERESTED PERSONS"(ii)
------------------------------------------------------------------------------------------------------------------------------------
Raymond C. Nolte Director Since Global Head of 3 Topiary Fund Ireland
DB Hedge Strategies Fund LLC Inception Funds-of-Funds, DB Plc (offshore fund)
25 DeForest Ave. Absolute Return Strategies (1997 to present)
Summit, NJ 07901-2154 (1996 to present) and Vice and Gordian Knot
(6/25/61) President, DBIM (2002 to Ltd. (a U.K.
present). Formerly, Vice investment advisory
President, Associate Vice firm) (2002 to
President, and Assistant present).
Treasurer, Foreign
Exchange Sales and Trading
and International Fixed
Income groups, Deutsche
Bank Trust (formerly
Bankers Trust Co.)
(financial services firm)
(1983 to 1999).
------------------------------------------------------------------------------------------------------------------------------------
---------------------------
(ii) Mr. Nolte is an "interested person" under Section 2(a)(19) of the 1940
Act of the Fund. Mr. Nolte is Managing Director of DBIM and Managing
Director and Global Head of Funds-of-Funds of DB Absolute Return
Strategies.
16
THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (UNAUDITED) (CONTINUED)
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS AND AGE POSITIONS HELD WITH FUND PRINCIPAL OCCUPATION(S) DURING THE
LAST 5 YEARS
------------------------------------------------------------------------------------------------------------------------
Julian F. Sluyters(iv) 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-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.
------------------------------------------------------------------------------------------------------------------------
Natalie Birrell President Chief Operating Officer, DBIM (2001 to present).
DB Hedge Strategies Fund LLC Formerly, Chief Operating Officer, Deutsche Asset
25 DeForest Ave. Management (asset management division of Deutsche
Summit, NJ 07901-2154 Bank) (2000 to 2001) and Global Business Manager,
(5/16/66) Bankers Trust (private banking) (1994 to 2000).
------------------------------------------------------------------------------------------------------------------------
Alexandra A. Toohey Treasurer,Principal Head of Administration, DB Absolute Return
DB Hedge Strategies Fund LLC Financial & Accounting Strategies (2000 to present). Formerly, Sr.
25 DeForest Ave. Officer Manager, Fortis Fund Services Curacao NV (hedge fund
Summit, NJ 07901-2154 administrator) (1994 to 2000).
(10/17/66)
------------------------------------------------------------------------------------------------------------------------
Bruce A. Rosenblum(iv) Secretary Director, Deutsche Asset Management (asset
Deutsche Asset Management management division of Deutsche Bank) (2002 to
1 South St. present). Formerly, Vice President, Deutsche Asset
Baltimore, MD 21202-3298 Management (2000 to 2002); Partner, Freedman, Levy,
(9/14/60) Kroll & Simonds (law firm) (1997 to 1999).
------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(iv) 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
DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (UNAUDITED) (CONTINUED)
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
Daniel O. Hirsch(iv) Assistant Secretary Consultant. Formerly, Managing Director, Deutsche
Deutsche Asset Management Asset Management (asset management division of
1 South St. Deutsche Bank) (2002-2005); Director, Deutsche
Baltimore, MD 21202-3298 Asset Management (1999 to 2002); Principal, BT
(3/27/54) Alex. Brown Inc. (now Deutsche Bank Securities
Inc.) (1998 -1999); Assistant General Counsel,
U.S. Securities & Exchange Commission (1993 to
1998); Director, Deutsche Global Funds Ltd. (2002
- 2004).
------------------------------------------------------------------------------------------------------------------------
John H. Kim Assistant Secretary Director, Deutsche Asset Management (asset
Deutsche Asset Management management division of Deutsche Bank) (2001 to
25 DeForest Ave. present); Sr. Associate, Wilkie Farr & Gallagher
Summit, NJ 07901-2154 (law firm) (1995 to 2001).
(1/9/71)
------------------------------------------------------------------------------------------------------------------------
Anthony Conte Assistant Treasurer Head of Compliance, DB Absolute Return Strategies
Deutsche Asset Management (2003 to present); Head of Business Risk, DB
25 DeForest Ave. Absolute Return Strategies (2001 to 2003); Head
Summit, NJ 07901-2154 of Asset Management Compliance, CIBC World Markets
(3/28/69) Corp. (1999 to 2001).
------------------------------------------------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
(iv) All officers also serve in similar capacities as officers for other funds
advised by the Investment Manager or its affiliates.
18
THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
PORTFOLIO PROXY VOTING 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.
19
THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
FINANCIAL STATEMENTS
For the Period from October 1, 2004 (commencement of
operations) through March 31, 2005
The Topiary Master Fund for Benefit Plan Investors (BPI) LLC
Financial Statements
For the Period from October 1, 2004 (commencement of
operations) through March 31, 2005
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.................................15-20
Portfolio Proxy Voting Policies and Procedures; SEC Filings.................21
Components of Net Assets by Investment Strategy ............................22
[GRAPHIC OMITTED] PRICEWATERHOUSECOOPERS
--------------------------------------------------------------------------------
PRICEWATERHOUSECOOPERS LLP
300 Madison Avenue
New York NY 10017
Telephone (646) 471-3000
Direct phone (646) 471-2139
Direct fax (813) 329-1297
www.pwc.com
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, 2005, and the results of its operations, its cash flows, the
changes in its members' capital and the financial highlights 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 audit. We conducted our audit 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 audit, which included confirmation of investments at March
31, 2005 by correspondence with the general partners/managing members of the
investment funds, provides a reasonable basis for our opinion.
/s/ PRICEWATERHOUSECOOPERS LLP
May 20, 2005
The Topiary Master Fund for Benefit Plan Investors (BPI) LLC
Statement of Assets, Liabilities and Members' Capital
March 31, 2005
ASSETS
Investments in investment funds, at fair value (cost $50,725,000) $53,213,710
Cash and cash equivalents 594,423
Investment funds paid in advance 4,250,000
Receivable for investment funds sold 892,364
Receivable from Adviser 37,973
Prepaid expenses 64,824
Other assets 4,205
-----------
TOTAL ASSETS $59,057,499
===========
LIABILITIES
Subscriptions received in advance $ 3,771,167
Professional fees payable 184,820
Registration fees payable 38,800
Administration fees payable 18,185
Investor services fees payable 6,000
Custodian fees payable 1,586
Other fees payable 23,182
-----------
TOTAL LIABILITIES 4,043,740
-----------
MEMBERS' CAPITAL 55,013,759
-----------
TOTAL LIABILITIES AND MEMBERS' CAPITAL $59,057,499
===========
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, 2005
% OF
MEMBERS'
STRATEGY INVESTMENT FUND COST FAIR VALUE LIQUIDITY CAPITAL
-------- --------------- ----------- ----------- --------- --------
Event Driven Avenue Asia Investments, L.P. $ 1,000,000 $ 1,007,684 Annually 1.8%
Avenue Europe Investments, L.P. 1,850,000 1,911,488 Quarterly 3.5%
Gracie Capital L.P. 1,500,000 1,468,899 Annually 2.7%
Harbert Distressed Investment Fund, L.P. 1,500,000 1,586,263 Quarterly 2.9%
M & M Arbitrage L.L.C. 500,000 519,882 Quarterly 0.9%
Merced Partners, L.P. 1,550,000 1,665,101 Annually 3.0%
Perry Partners, L.P. 1,500,000 1,650,556 Annually 3.0%
Special K Capital II, L.P. 1,000,000 1,098,063 Annually 2.0%
Strategic Value Restructuring Fund, L.P. 1,500,000 1,621,387 Annually 2.9%
----------------------------------------------------
Total Event Driven 11,900,000 12,529,323 22.7%
Global Macro Anglian Commodities U.S. Feeder
Fund, L.L.C. 900,000 912,685 Monthly 1.7%
Bridgewater Pure Alpha Trading Fund I 1,250,000 1,365,079 Monthly 2.5%
Drawbridge Global Macro Fund, L.P. 1,250,000 1,285,693 Quarterly 2.3%
FX Concepts Global Fund Master
Trust - Multi Strategy Series 700,000 749,080 Monthly 1.4%
Graham Global Investment Fund Ltd. 500,000 491,108 Monthly 0.9%
The Capital Fund, L.L.C. 1,000,000 1,012,821 Monthly 1.8%
Vega Select Opportunities Fund Limited 1,000,000 1,112,332 Monthly 2.0%
----------------------------------------------------
Total Global Macro 6,600,000 6,928,798 12.6%
Long/Short Equity Amaranth Global Equities, L.L.C. 1,200,000 1,294,220 Annually 2.4%
Artha Emerging Markets Fund, L.P. 1,050,000 1,151,880 Quarterly 2.1%
Ascend Partners Leveraged Fund, L.P. 950,000 1,025,633 Quarterly 1.9%
Bonanza Partners LP 500,000 508,740 Quarterly 0.9%
Delta Fund Europe LP 1,450,000 1,563,753 Quarterly 2.8%
FrontPoint Value Discovery Fund, L.P. 1,100,000 1,162,069 Quarterly 2.1%
Hard Assets Partners, L.P. 1,200,000 1,272,784 Monthly 2.3%
Hayground Cove Institutional Partners, LP 900,000 987,187 Quarterly 1.8%
Kinetics Partners, L.P. 1,000,000 1,123,799 Quarterly 2.0%
MPC Pilgrim, L.P. 850,000 873,109 Monthly 1.6%
Miramar Capital Partners, L.P. 1,050,000 992,807 Quarterly 1.8%
RX Healthcare Partners II, L.P. 1,275,000 1,288,916 Quarterly 2.3%
Stadia Consumer Fund (QP), L.P. 1,275,000 1,263,145 Quarterly 2.3%
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, 2005
MEMBERS'
STRATEGY INVESTMENT FUND COST FAIR VALUE LIQUIDITY CAPITAL
-------- --------------- ----------- ----------- --------- --------
SR Global, L.P. Asia $ 1,000,000 $ 1,130,811 Monthly 2.1%
TCS Capital II, L.P. 1,175,000 1,355,788 Annually 2.5%
Torrey Pines Fund, L.L.C. 1,400,000 1,499,338 Quarterly 2.7%
Tracer Capital Partners QP, LP 1,000,000 1,039,696 Quarterly 1.9%
-------------------------------------------------------
Total Long/Short Equity 18,375,000 19,533,675 35.5%
Relative Value Amaranth Capital Partners, L.L.C. 1,900,000 1,974,450 Annually 3.6%
Aristeia Capital Partners, L.P. 1,000,000 1,009,790 Quarterly 1.8%
Bogle World Fund, L.P. 1,600,000 1,640,504 Quarterly 3.0%
Citadel Wellington Partners, L.L.C. 1,900,000 1,970,105 Quarterly 3.6%
Clinton Multistrategy Fund, L.L.C. 1,650,000 1,719,094 Monthly 3.1%
Deephaven Market Neutral Fund, Monthly
L.L.C. 1,000,000 1,048,398 1.9%
Ellington Overseas Partners, Ltd. 300,000 318,541 Quarterly 0.6%
Julius Baer Diversified Fixed Income Quarterly
Hedge Fund 1,200,000 1,249,051 2.3%
Silverback Partners, L.P. 950,000 922,987 Quarterly 1.7%
Stark Asia Fund, L.P. 1,250,000 1,266,847 Quarterly 2.3%
Vega Relative Value Fund, Ltd. 1,100,000 1,102,147 Monthly 2.0%
-------------------------------------------------------
Total Relative Value 13,850,000 14,221,914 25.9%
-------------------------------------------------------
Total $50,725,000 $53,213,710 96.7%
-------------------------------------------------------
Other Assets, less Liabilities
1,800,049 3.3%
--------------------------------------
Members' Capital $55,013,759 100.0%
======================================
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 Period from October 1, 2004 (commencement of
operations) through March 31, 2005
INVESTMENT INCOME
Interest income $ 5,717
Other income 12,931
----------
Total income 18,648
EXPENSES
Management fees $ 227,311
Professional fees 197,875
Board of Directors fees and expenses 83,755
Registration 53,800
Insurance 32,338
Printing 29,500
Administration fees 18,185
Investor services fees 11,700
Custodian fees 6,600
Other expenses 525
----------
Total expenses 661,589
Management fees waived by Adviser (227,311)
Fund expenses reimbursed (37,973)
----------
Total amounts waived and reimbursed by Adviser (265,284)
Net Expenses 396,305
---------
NET INVESTMENT LOSS (377,657)
---------
Gain from investment fund transactions
Net realized loss from investment funds redeemed (107,093)
Net unrealized appreciation on investment funds 2,488,710
----------
NET GAIN FROM INVESTMENT FUNDS TRANSACTIONS 2,381,617
----------
NET INCREASE IN MEMBERS' CAPITAL DERIVED FROM OPERATIONS $2,003,960
==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
5
The Topiary Master Fund for Benefit Plan Investors (BPI) LLC
Statement of Changes in Members' Capital
FOR THE PERIOD
OCTOBER 1, 2004
(COMMENCEMENT OF
OPERATIONS) THROUGH
MARCH 31, 2005
FROM INVESTMENT ACTIVITIES
Net investment loss $ (377,657)
Net realized loss from sale of investment funds
redeemed (107,093)
Net change in unrealized appreciation on investments
funds 2,488,710
-----------
NET INCREASE IN MEMBERS' CAPITAL DERIVED FROM OPERATIONS
2,003,960
FROM MEMBERS' CAPITAL TRANSACTIONS
Subscriptions 53,213,878
Redemptions (304,079)
-----------
NET CHANGE IN MEMBERS' CAPITAL FROM CAPITAL
TRANSACTIONS 52,909,799
-----------
NET CHANGE IN MEMBERS' CAPITAL 54,913,759
Members' capital at beginning of period 100,000
-----------
Members' capital at end of period $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 Period from October 1, 2004 (commencement of
operations) through March 31, 2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in Members' capital from operations $ 2,003,960
Adjustments to reconcile net increase in Members' capital from operations to net
cash used in operating activities:
Purchases of investment funds (52,225,000)
Sales of investment funds 1,392,907
Net loss from investment funds redeemed 107,093
Net unrealized appreciation on investment funds (2,488,710)
Increase in investment funds paid in advance (4,250,000)
Increase in receivable for investment funds sold (892,364)
Increase in receivable from advisor (37,973)
Increase in prepaid expenses (64,824)
Increase in other assets (4,205)
Increase in professional fees payable 184,820
Increase in registration fees payable 38,800
Increase in administration fees payable 18,185
Increase in investor services fees payable 6,000
Increase in custodian fees payable 1,586
Increase in other fees payable 23,182
------------
NET CASH USED IN OPERATING ACTIVITIES (56,186,543)
------------
CASH FLOWS FROM FINANCING ACTIVITIES
Subscriptions 57,085,045
Redemptions (304,079)
------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 56,780,966
------------
NET INCREASE IN CASH 594,423
Cash and cash equivalents at beginning of period --
------------
Cash and cash equivalents at end of period $ 594,423
============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
7
The Topiary Master Fund for Benefit Plan Investors (BPI) LLC
Financial Highlights
FOR THE PERIOD
THE FOLLOWING REPRESENTS THE RATIOS TO AVERAGE OCTOBER 1, 2004 (COMMENCEMENT
NET ASSETS AND OTHER FINANCIAL HIGHLIGHTS OF OPERATIONS) THROUGH
INFORMATION FOR THE PERIOD: MARCH 31, 2005
-----------------------------
Ratios to average net assets:
Net investment loss (a) (b) (1.67%)
Net expenses (a) (b) (c) 1.75%
Total return 5.04%
Portfolio turnover rate 3%
Members' capital, end of period (thousands) $55,014
(a) Annualized for periods of less than one year.
(b) The Adviser waived and reimbursed $265,284 of fees for the six month 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 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.
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.
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, 2005, the
investment by the Offshore Fund constitutes 53% 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 47%,
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
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 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.
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.
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
11
THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
--------------------------------------------------------------------------------
3. MANAGEMENT FEE, RELATED PARTY TRANSACTIONS AND OTHER (CONTINUED)
by the Fund. The Management Fee accrues monthly and is payable at the end of
each quarter. Management fees for the year were $227,311, none of which was
payable at March 31, 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, 2005. For the period, the Adviser waived management
fees of $227,311 and agreed to reimburse $37,973 for the expenses the Fund
accrued. In addition, the Adviser reimbursed the Fund $12,931 for foregone
interest on cancelled trades. This is shown as "other income" on the Statement
of Operations.
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 $2,000. 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.
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 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, 2005, the Fund had investments in Investment Funds, none of
which were related parties. Aggregate purchases of Investment Funds amounted to
$52,225,000 and aggregate sales of Investment Funds amounted to $1,392,907 for
the period ended March 31, 2005.
At March 31, 2005, the estimated cost of investments for Federal income tax
purposes was $50,725,000. As of that date, net unrealized appreciation on
investments was estimated to be $2,488,710, made up of gross unrealized
appreciation on investments of $2,624,763 and gross unrealized depreciation on
investments of $136,053.
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.
13
THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
NOTES TO FINANCIAL STATEMENTS (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
Subsequent to March 31, 2005, the Fund effected subscriptions from Members of
$4,883,501 of which $3,771,167 were received prior to April 1, 2005.
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 DB Hedge Strategies Fund LLC inception Consulting (financial University of New York at
25 DeForest Ave. services consulting) Albany (1998 to present);
Summit, NJ 07901-2154 (2001 to present). Director, Phinity
(9/18/55) Formerly, Chief Offshore Fund, Ltd.,
Financial Officer, Tiger Asia Overseas Fund,
Tiger Management Ltd. Off-shore Fund;
(Investment adviser Tiger Technology Fund
to hedge funds) (1993 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.
15
THE TOPIARY MASTER 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 DB Hedge Strategies Fund LLC Inception Enterprise Associates
25 DeForest Ave. (venture capital firm)
Summit, NJ 07901-2154 (2001 to present). Formerly
(1/31/65) Formerly, General 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).
------------------------------------------------------------------------------------------------------------------------------------
16
THE TOPIARY MASTER 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 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).
------------------------------------------------------------------------------------------------------------------------------------
17
THE TOPIARY MASTER 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 & 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
------------------------------------------------------------------------------------------------------------------------------------
DIRECTORS WHO ARE "INTERESTED PERSONS"(ii)
------------------------------------------------------------------------------------------------------------------------------------
Raymond C. Nolte Director Since Global Head of Funds- 3 Topiary Fund Ireland
DB Hedge Strategies Fund LLC Inception Funds-of-Funds, DB Plc (offshore fund)
25 DeForest Ave. Absolute Return Strategies (1997 to present)
Summit, NJ 07901-2154 (1996 to present) and Vice and Gordian Knot
(6/25/61) President, DBIM (2002 to Ltd. (a U.K.
present). Formerly, Vice investment advisory
President, Associate Vice firm) (2002 to
President, and Assistant present).
Treasurer, Foreign
Exchange Sales and Trading
and International Fixed
Income groups, Deutsche
Bank Trust (formerly
Bankers Trust Co.)
(financial services firm)
(1983 to 1999).
------------------------------------------------------------------------------------------------------------------------------------
----------
(ii) Mr. Nolte is an "interested person" under Section 2(a)(19) of the 1940 Act of the Fund. Mr. Nolte is Managing Director of DBIM
and Managing Director and Global Head of Funds-of-Funds of DB Absolute Return Strategies.
18
THE TOPIARY MASTER 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
------------------------------------------------------------------------------------------------------------------------------------
Julian F. Sluyters(iv) Chief Executive Officer President (as of May 24, 2005) and Chief Executive Officer (as of
345 Park Ave. June 18, 2004); Managing Director, Deutsche Asset Management (May
New York, NY 10154 2004 to present); President and Chief Executive Officer, UBS Fund
(7/14/60) 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.
------------------------------------------------------------------------------------------------------------------------------------
Natalie Birrell President Chief Operating Officer, DBIM (2001 to present). Formerly, Chief
DB Hedge Strategies Fund LLC Operating Officer, Deutsche Asset Management (asset management
25 DeForest Ave. division of Deutsche Bank) (2000 to 2001) and Global Business
Summit, NJ 07901-2154 Manager, Bankers Trust (private banking) (1994 to 2000).
(5/16/66)
------------------------------------------------------------------------------------------------------------------------------------
Alexandra A. Toohey Treasurer, Head of Administration, DB Absolute Return Strategies (2000 to
DB Hedge Strategies Fund LLC Principal present). Formerly, Sr. Manager, Fortis Fund Services Curacao NV
25 DeForest Ave. Financial & Accounting (hedge fund administrator) (1994 to 2000).
Summit, NJ 07901-2154 Officer
(10/17/66)
------------------------------------------------------------------------------------------------------------------------------------
Bruce A. Rosenblum(iv) Secretary Director, Deutsche Asset Management (asset management division of
Deutsche Asset Management Deutsche Bank) (2002 to present). Formerly, Vice President,
1 South St. Deutsche Asset Management (2000 to 2002); Partner, Freedman, Levy,
Baltimore, MD 21202-3298 Kroll & Simonds (law firm) (1997 to 1999).
(9/14/60)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
(iv) 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
DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (UNAUDITED) (CONTINUED)
--------------------------------------------------------------------------------
OFFICERS
------------------------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS AND AGE POSITIONS HELD WITH FUND PRINCIPAL OCCUPATION(S) DURING THE
LAST 5 YEARS
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Daniel O. Hirsch(iv) Assistant Consultant. Formerly, Managing Director, Deutsche Asset Management
Deutsche Asset Management Secretary (asset management division of Deutsche Bank) (2002 to 2005);
1 South St. Director, Deutsche Asset Management (1999 to 2002); Principal, BT
Baltimore, MD 21202-3298 Alex. Brown Inc. (now Deutsche Bank Securities Inc.) (1998 to
(3/27/54) 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, Deutsche Asset Management (asset management division of
Deutsche Asset Management Secretary Deutsche Bank) (2001 to present); Sr. Associate, Wilkie Farr &
25 DeForest Ave. Gallagher (law firm) (1995 to 2001).
Summit, NJ 07901-2154
(1/9/71)
------------------------------------------------------------------------------------------------------------------------------------
Anthony Conte Assistant Head of Compliance, DB Absolute Return Strategies (2003 to
Deutsche Asset Management Treasurer present); Head of Business Risk, DB Absolute Return Strategies
25 DeForest Ave. (2001 to 2003); Head of Asset Management Compliance, CIBC World
Summit, NJ 07901-2154 Markets Corp. (1999 to 2001).
(3/28/69)
------------------------------------------------------------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
(iv) All officers also serve in similar capacities as officers for other funds
advised by the Investment Manager or its affiliates.
20
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.
21
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 22.7%
GLOBAL MACRO 12.6%
LONG/SHORT EQUITY 35.5%
RELATIVE VALUE 25.9%
OTHER ASSETS 3.3%
22
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 the period from October 1, 2004
(commencement of operations) through March 31, 2005 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 was $22,500.
Audit-Related Fees
------------------
(b) The aggregate fees billed in the period October 1, 2004 (commencement of
operations) through March 31, 2005 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 was $0.
Tax Fees
--------
(c) The aggregate fees billed in the period October 1, 2004 (commencement of
operations) through March 31, 2005 for professional services rendered by
the principal accountant for tax compliance, tax advice, and tax planning
was $33,800. Fees for preparation of the K-1s and 1065s.
All Other Fees
--------------
(d) The aggregate fees billed in the period October 1, 2004 (commencement of
operations) through March 31, 2005 for products and services provided by
the principal accountant, other than the services reported in paragraphs
(a) through (c) of this Item was $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) Not applicable.
(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 in the period October 1, 2004 (commencement of operations)
through March 31, 2005 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
Guidelines with respect to a particular proxy or if the guidelines 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 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.
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) 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) Not applicable.
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
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By (Signature and Title)* /s/ Julian Sluyters
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Julian Sluyters, Chief Executive Officer
(principal executive officer)
Date June 3, 2005
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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
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Julian Sluyters, Chief Executive Officer
(principal executive officer)
Date June 3, 2005
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By (Signature and Title)* /s/ Alexandra Toohey
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Alexandra Toohey, Treasurer,
Principal Financial Officer and Accounting Officer
(principal financial officer)
Date June 3, 2005
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* Print the name and title of each signing officer under his or her signature.