As filed with the Securities and Exchange Commission on November 13, 2006
Securities Act File No. 333-111561
Investment Company Act File No. 811-21480
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE TO
ISSUER TENDER OFFER STATEMENT
(Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934)
THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
(Name of Issuer)
THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
(Name of Person(s) Filing Statement)
Limited Liability Company Interests
(Title of Class of Securities)
23303Q108
(CUSIP Number of Class of Securities)
Joshua Kestler
Vice President John H. Kim
The Topiary Fund for Benefit Director and Senior Counsel
Plan Investors (BPI) LLC Deutsche Asset Management
25 DeForest Avenue 345 Park Avenue
Summit, New Jersey 07901 New York, New York
(908) 608-3159 (212) 454-6849
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
John A. MacKinnon, Esq.
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
(212) 839-5300
CALCULATION OF FILING FEE
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Transaction Valuation: $8,725,593.61(a) Amount of Filing Fee: $933.63(b)
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(a) Calculated as the aggregate maximum repurchase price for limited liability
company interests.
(b) Calculated at 1/50th of 1% of the Transaction Valuation.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-1l(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: ___________________
Form or Registration No.:__________________
Filing Party: _____________________________
Date Filed: _______________________________
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[x] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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ITEM 1: Summary Term Sheet
The Topiary Fund for Benefit Plan Investors (BPI) LLC, a closed-end,
non-diversified, management investment company organized as a Delaware limited
liability company (the "Fund"), is offering to repurchase limited liability
company interests (the "Interests") in the Fund from members of the Fund
("Members"). Subject to the conditions set forth in the Offer to Repurchase
document and related Letter of Transmittal (attached as Exhibit (a)(1)(ii) and
Exhibit (a)(1)(iii), respectively), the Fund will repurchase up to $8,725,593.61
(approximately 10% of the net asset value of the Master Fund estimated as of
October 31, 2006) of limited liability company Interests that are tendered by
Members and not withdrawn prior to 12:00 midnight, Eastern Time, on December 13,
2006, subject to any extensions of the offer to repurchase Interests
("Repurchase Offer").
The Fund conducted an offer to repurchase Interests from Members which
commenced on September 25, 2006 and expired on October 27, 2006 (the "September
Repurchase Offer"). The September Repurchase Offer was oversubscribed and as a
consequence the Fund could only accept a pro rata portion of the Interests of
Members who tendered in the September Repurchase Offer. The Fund is conducting
this follow-on Repurchase Offer in order to accommodate Members who wish to
tender the portion of their Interests not repurchased in the September
Repurchase Offer due to the pro-rata allotment of the repurchases and also to
provide other Members with the opportunity to tender their Interests. Due to
certain tax-related restrictions, the Fund is only able to conduct this
follow-on Repurchase Offer due to the unusual circumstances of the
oversubscription of the September Repurchase Offer and there should be no
expectation among Members that the Fund will conduct similar tender offers if
any future offers to repurchase are oversubscribed.
Members may tender all or a portion of their Interests in the Fund
(defined as a specific dollar value) up to an amount such that they maintain the
minimum required capital account balance of $25,000 after the repurchase of
Interests. If a Member tenders a portion of its Interests, the Fund reserves the
right to repurchase less than the amount a Member tenders if the repurchase
would cause the Member's capital account to have less than the required minimum
balance of $25,000. If the Fund accepts the tender of all or a portion of a
Member's Interests, the Fund intends to make payment for the Interests it
repurchases from one or more of the following sources: cash on hand, proceeds
from the Master Fund's redemption of interests in the Investment Funds (as
defined below), or borrowings. None of the Fund, the Master Fund, DB Investment
Managers, Inc., the investment adviser of the Fund ("Adviser"), or directors of
the Fund ("Directors") has decided at this time to borrow funds to repurchase
Interests in connection with the Repurchase Offer. However, depending on the
dollar amount of Interests tendered and prevailing general economic and market
conditions, the Fund, in its sole discretion, may decide to borrow money to fund
all or a portion of the repurchase price.
The amount due to any Member who tenders all of its Interests in the
Fund (and which are all accepted for repurchase by the Fund) will be equal to
the value of that Member's capital account based on the Fund's net asset value
as of December 31, 2006 or, if the Repurchase Offer is extended, as of a date
designated by the Fund in an amended notice to Members (the "Full Repurchase
Valuation Date"), after giving effect to all allocations, including, but not
limited to, withholding tax, to be made to the Member's capital account as of
such date. The Fund reserves the right to adjust the Full Repurchase Valuation
Date to correspond with any extension of the Repurchase Offer.
The Fund invests substantially all of its assets in The Topiary
Offshore Fund for Benefit Plan Investors (BPI) LDC, a Cayman Islands limited
duration company (the "Offshore Fund"), which in turn invests substantially all
of its assets in The Topiary Master Fund for Benefit Plan Investors (BPI) LLC
(the "Master Fund"), a separate closed-end, non-diversified, management
investment company with the same investment objectives as the Fund and the
Offshore Fund. This structure is sometimes called a "master/feeder" structure.
The Fund has been advised by the Master Fund that the Master Fund is making a
concurrent tender offer to the Offshore Fund to repurchase interests in the
Master Fund at least equivalent in value to the value of the Interests that the
Fund is offering to repurchase. The Offshore Fund will then distribute the
proceeds of such repurchases to the Fund. The Fund cannot make a repurchase
offer larger than the repurchase offer made by the Master Fund.
The Fund's net asset value as of December 31, 2006 will be based in
part on oral or written estimates of the value of the Master Fund's investments
in the private funds in which the Master Fund invests ("Investment Funds").
Therefore, repurchase payments to Members who tender all of their Interests in
the Fund may not reflect final net asset values for the Full Repurchase
Valuation Date calculated by the Investment Funds; however, the Fund will
generally not make any adjustments for final valuations from the Master Fund
based on adjustments received from the Investment Funds, and the withdrawing
Member (if such valuations are adjusted upwards) or the remaining Members (if
such valuations are adjusted downwards) will bear the risk of change of any such
valuations.
The Repurchase Offer remains open to Members until 12:00 midnight,
Eastern Time, Wednesday, December 13, 2006, or, if the Repurchase Offer is
extended, such time and date as the Fund designates in an amended notice to
Members ("Repurchase Request Deadline"). Until that time, Members have the right
to change their minds and withdraw the tenders of their Interests in the Fund.
Withdrawn Interests may be re-tendered, however, provided that such tenders are
made before the Repurchase Request Deadline by following the tender procedures
described herein. Members who tender Interests may bear a share of any
withdrawal charge imposed on the Master Fund by any Investment Fund from which
the Master Fund withdraws in order to meet tender requests.
If a Member would like the Fund to repurchase all or a portion of the
Member's Interests, the Member should complete, sign and either (i) mail (via
certified mail return receipt requested) or otherwise deliver a Letter of
Transmittal, attached to this document as Exhibit (a)(1)(iii), to PFPC Inc.,
P.O. Box 219, Claymont, Delaware 19703, attention: The Topiary Fund for Benefit
Plan Investors (BPI) LLC, or (ii) fax it to the Adviser, c/o of PFPC Inc. at
(302) 791-2790, so that it is received before 12:00 midnight, Eastern Time, on
Wednesday, December 13, 2006. If the Member chooses to fax the Letter of
Transmittal, it should mail the original Letter of Transmittal to PFPC Inc.
promptly after it is faxed (although the original does not have to be received
before 12:00 midnight, Eastern Time, on Wednesday, December 13, 2006). Of
course, the net asset value of the Interests in the Fund will change between
October 31, 2006 (the last time prior to the date of this filing as of which the
Fund's net asset value has been calculated), and December 31, 2006, the date as
of which the value of Interests in the Fund will be determined for purposes of
calculating the repurchase price paid to Members who have tendered all of their
Interests in the Fund (and which have all been accepted for repurchase by the
Fund). Members may obtain the net asset value of the Fund and their Interests,
which the Fund calculates monthly based on the information the Master Fund
receives from the investment advisers of the Investment Funds, by contacting the
Adviser, c/o PFPC Inc., at (302) 791-2810 or at the address listed above, Monday
through Friday, except holidays, during normal business hours of 9:00 a.m. to
5:00 p.m. (Eastern Time).
Please note that just as each Member has the right to withdraw the
tender of Interests in the Fund, the Fund has the right to cancel, amend,
suspend or postpone this Repurchase Offer at any time before 12:00 midnight,
Eastern Time, on Wednesday, December 13, 2006. Also realize that although the
Repurchase Offer expires on December 13, 2006, a Member that tenders all of its
Interests in the Fund (and which are all accepted for repurchase by the Fund)
will remain a Member through December 31, 2006, when the value of that Member's
Interests is determined.
Within five days of the Repurchase Request Deadline, or no later than
December 19, 2006, each Member whose Interests in the Fund or portion thereof
have been accepted for repurchase will be given a non-interest bearing,
non-transferable promissory note by the Fund entitling the Member to be paid an
amount equal to 100% of the unaudited net asset value of such Member's capital
account (or portion thereof) being repurchased. In the case of both a full or
partial tenders of Interests, the note will entitle the Member to be paid within
thirty (30) days after the Full Repurchase Valuation Date or, if the Master Fund
has requested withdrawals of its capital from any Investment Funds in order to
fund the repurchase of Interests, ten business days after the Master Fund has
received at least 90% of the aggregate amount withdrawn by the Master Fund from
such Investment Funds, whichever is the later (either such date, a "Payment
Date").
ITEM 2. Subject Company Information
The information required by Item 2 is incorporated by reference to the
Offer to Repurchase (Exhibit (a)(1)(ii)) and the Letter of Transmittal (Exhibit
(a)(1)(iii)), which are attached as exhibits to this Schedule TO.
ITEM 3. Identity and Background of Filing Person.
(a) The name of the filing person is The Topiary Fund for Benefit Plan
Investors (BPI) LLC. The Fund's address is 345 Park Avenue, New York, New York
10154, and the Fund's telephone number is, c/o DWS Scudder Distributors Inc.,
(888) 262-0695. The Adviser of the Fund is DB Investment Managers, Inc. The
Adviser's address
3
is 345 Park Avenue, New York, New York 10154, and the Adviser's telephone number
is (212) 454-6849. The Fund's Directors are Nolan T. Altman, Louis S. Citron and
Edward T. Tokar. Their address is c/o DB Absolute Return Strategies, 345 Park
Avenue, New York, New York 10154.
(b) - (d) Not applicable.
ITEM 4. Terms of the Transaction
The information required by Item 4 is incorporated by reference to the
Offer to Repurchase (Exhibit (a)(1)(ii)) and the Letter of Transmittal (Exhibit
(a)(1)(iii)), which are attached as exhibits to this Schedule TO.
ITEM 5. Past Contracts, Transactions, Negotiations and Agreements
(a) - (d) Not applicable.
(e) Under the Fund's Second Amended and Restated Limited Liability
Company Operating Agreement ("LLC Agreement"), which was included as an appendix
to the Fund's prospectus contained in a post-effective amendment to the Fund's
registration statement on Form N-2, as filed with the SEC via EDGAR on July 26,
2006, and as disclosed in the Fund's prospectus dated July 26, 2006 (the
"Prospectus"), the Fund's Board of Directors has sole discretion to determine
whether the Fund will repurchase Interests from Members from time to time
pursuant to written tenders. The Board of Directors expects that the Fund will
repurchase Interests from Members twice a year, as of the last business day of
June and December. Neither the Fund nor the Master Fund is aware of any
contract, arrangement, understanding or relationship relating, directly or
indirectly, to this Repurchase Offer (whether or not legally enforceable)
between or among: (i) the Fund, the Master Fund, the Adviser, any Director of
the Fund, or any person controlling the Fund, the Master Fund, the Adviser or
any Director of the Fund; and (ii) any person, with respect to Interests in the
Fund. However, the LLC Agreement provides that the Fund will be dissolved if any
Member that has submitted a written request, in accordance with the terms of the
LLC Agreement, to tender all of such Member's Interests for repurchase by the
Fund has not been given the opportunity to so tender within a period of two
years after the request (whether in a single repurchase offer or multiple
consecutive offers within the two-year period). A Member who intends to cause
the Fund to be dissolved must so indicate in a separate written request
submitted within the applicable two-year period.
As discussed above, this follow-on Repurchase Offer is being conducted
in order to accommodate Members who wish to tender the portion of their
Interests not repurchased in the September Repurchase Offer and also to provide
other Members with the opportunity to tender their Interests. There should be no
expectation among Members that the Fund will conduct similar tender offers if
any future offers to repurchase are oversubscribed.
ITEM 6. Purposes of the Repurchase Offer and Plans or Proposals of the Fund and
its Affiliates.
The information required by Item 6 is incorporated by reference to the
Offer to Repurchase (Exhibit (a)(1)(ii)) and the Letter of Transmittal (Exhibit
(a)(1)(iii)), which are attached as exhibits to this Schedule TO.
ITEM 7. Source and Amount of Funds or Other Consideration
The information required by Item 7 is incorporated by reference to the
Offer to Repurchase (Exhibit (a)(1)(ii)) and the Letter of Transmittal (Exhibit
(a)(1)(iii)), which are attached as exhibits to this Schedule TO.
ITEM 8. Interest in Securities of the Fund
The information required by Item 8 is incorporated by reference to the
Offer to Repurchase (Exhibit (a)(1)(ii)) and the Letter of Transmittal (Exhibit
(a)(1)(iii)), which are attached as exhibits to this Schedule TO.
ITEM 9. Persons/Assets, Retained, Employed, Compensated or Used
(a) No persons have been employed, retained or are to be compensated by
the Fund to make solicitations or recommendations in connection with the
Repurchase Offer.
4
(b) Not applicable.
ITEM 10. Financial Statements.
(a) The information required by Item 10(a)-(b) is incorporated by
reference to Fund's and the Master Fund's audited financial statements for the
fiscal year ending March 31, 2006, each of which were previously filed on EDGAR
on Form N-CSR on June 9, 2006, and which the Fund and the Master Fund have
prepared and furnished to members pursuant to Rule 30d-l under the 1940 Act and
filed with the Securities and Exchange Commission pursuant to Rule 30b2-1 under
the 1940 Act.
(b) Not applicable.
ITEM 11. Additional Information.
(a) (1) None.
(2) None.
(3) Not applicable.
(4) Not applicable.
(5) None.
(b) The Offer to Repurchase, attached hereto as Exhibit
(a)(1)(ii), is incorporated herein by reference in its
entirety.
ITEM 12. Exhibits.
(a)(1) (i) Cover Letter to the Offer to Repurchase and Letter of
Transmittal.
(ii) Offer to Repurchase.
(iii) Form of Letter of Transmittal.
(iv) Form of Notice of Withdrawal of Tender.
(a)(2) - (4) Not Applicable
(a)(5) (i) Audited Financial Statements of the Fund for the period
from October 1, 2004 (commencement of operations) through
March 31, 2005.*
(ii) Audited Financial Statements of the Master Fund for the
period from October 1, 2004 (commencement of operations)
through March 31, 2005.**
(iii) Audited Financial Statements of the Fund for the fiscal
year ending March 31, 2006.***
(iv) Audited Financial Statements of the Master Fund for the
fiscal year ending March 31, 2006.****
(v) Consent of PricewaterhouseCoopers LLP.
ITEM 13. Information Required by Schedule 13E-3.
Not applicable.
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* Incorporated by reference to the Fund's Annual report for the period from
October 1, 2004 (commencement of operations) through March 31, 2005 on Form
N-CSR as filed with the Securities and Exchange Commission ("SEC") on June 6,
2005.
** Incorporated by reference to the Master Fund's Annual report for the period
from October 1, 2004 (commencement of operations) through March 31, 2005 on Form
N-CSR as filed with the Securities and Exchange Commission ("SEC") on June 6,
2005.
*** Incorporated by reference to the Fund's Annual report for the fiscal year
ending March 31, 2006 on Form N-CSR as filed with the Securities and Exchange
Commission ("SEC") on June 9, 2006.
**** Incorporated by reference to the Master
Fund's Annual report for the period for the fiscal year ending March 31, 2006 on
Form N-CSR as filed with the Securities and Exchange Commission ("SEC") on June
9, 2006.
5
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS
(BPI) LLC
By: /s/ Marielena Glassman
-----------------------------------------
Name: Marielena Glassman
Title: Treasurer
November 13, 2006
6
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS
(BPI) LLC
By: /s/ Marielena Glassman
-----------------------------------------
Name: Marielena Glassman
Title: Treasurer
November 13, 2006
EXHIBIT INDEX
Exhibit
(a)(1)(i) Cover Letter to the Offer to Repurchase and Letter of Transmittal
(a)(1)(ii) Offer to Repurchase
(a)(1)(iii) Form of Letter of Transmittal
(a)(1)(iv) Form of Notice of Withdrawal
(a)(5)(v) Consent of PricewaterhouseCoopers LLP.
EXHIBIT (a)(1)(i)
The Topiary Fund for Benefit Plan Investors (BPI) LLC
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If you do not want to sell your limited liability company interests at
this time, please disregard this notice.
This is simply a notification of the
Fund's tender offer.
--------------------------------------------------------------------------------
November 13, 2006
Dear Investor in
The Topiary Fund for Benefit Plan Investors (BPI) LLC:
We are writing to inform you of important dates related to the
repurchase offer relating to The Topiary Fund for Benefit Plan Investors (BPI)
LLC (the "Fund"). If you are not interested in selling all or a portion of your
limited liability company interests in the Fund ("Interests") at this time,
please disregard this notice and take no action.
The Fund conducted an offer to repurchase Interests from Members which
commenced on September 25, 2006 and expired on October 27, 2006 (the "September
Repurchase Offer"). The September Repurchase Offer was oversubscribed and as a
consequence the Fund could only accept a pro rata portion of the Interests of
Members who tendered in the September Repurchase Offer. The Fund is conducting
this follow-on Repurchase Offer in order to accommodate Members who wish to
tender the portion of their Interests not repurchased in the September
Repurchase Offer due to the pro-rata allotment of the repurchases and also to
provide other Members with the opportunity to tender their Interests. Due to
certain tax-related restrictions, the Fund is only able to conduct this
follow-on Repurchase Offer due to the unusual circumstances of the
oversubscription of the September Repurchase Offer and there should be no
expectation among Members that the Fund will conduct similar tender offers if
any future offers to repurchase are oversubscribed.
The repurchase offer period will begin on November 13, 2006 and end on
December 13, 2006 (the "Repurchase Request Deadline"). For Members tendering all
of their Interests in the Fund (and which are all accepted for repurchase by the
Fund), the value of their Interests for purposes of calculating repurchase price
will be determined as of December 31, 2006 (the "Full Repurchase Valuation
Date"). Members tendering Interests for repurchase will be given a promissory
note no later than December 19, 2006 entitling them to payment for their
tendered Interests. For both Members making full or partial tenders of their
Interests, payment will either be made within thirty (30) days of the Full
Repurchase Valuation Date, or ten business days after The Topiary Master Fund
for Benefit Plan Investors (BPI) LLC, in which substantially all of the Fund's
assets are invested, has received from the Investment Funds in which it invests,
90% of the amount needed to fund the repurchase of Interests, whichever is
later. The purpose of the tender offer is to provide some liquidity to investors
who hold Interests in the Fund. Interests can be redeemed by means of a tender
offer only during one of the Fund's announced repurchase offers.
Should you wish to sell all or a portion of your Interests in the Fund
during this tender offer period, please complete and return the enclosed Letter
of Transmittal to PFPC Inc. in the enclosed postage-paid envelope. If you do not
wish to sell any of your Interests, simply disregard this notice. No action is
required if you do not wish to redeem at this time.
All requests to tender Interests must be received by the Fund's
Administrator, PFPC Inc., either by mail or by fax (if by fax, please deliver an
original, executed copy promptly thereafter) in good order by December 13, 2006.
If you elect to tender, it is your responsibility to confirm receipt of the
Letter of Transmittal with PFPC Inc. by calling the number below.
If you have any questions, please refer to the attached Offer to
Repurchase document, which contains additional important information about the
repurchase offer, or call your Financial Advisor or PFPC Inc. at (302) 791-2810.
Sincerely,
The Topiary Fund for Benefit Plan Investors (BPI) LLC
EXHIBIT (a)(1)(ii)
THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
345 Park Avenue
New York, New York 10154
OFFER TO REPURCHASE $8,725,593.61 (APPROXIMATELY 10% OF THE NET ASSET VALUE
OF THE MASTER FUND ESTIMATED AS OF OCTOBER 31, 2006)
OF LIMITED LIABILITY COMPANY INTERESTS
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME, ON WEDNESDAY, DECEMBER 13, 2006,
UNLESS THE OFFER IS EXTENDED
SUMMARY TERM SHEET
o WHAT IS THE BACKGROUND AND PURPOSE OF THE REPURCHASE OFFER? The purpose
of the Repurchase Offer is to provide limited liquidity to Members who
hold Interests in the Fund. The Fund invests substantially all of its
assets in The Topiary Offshore Fund for Benefit Plan Investors (BPI)
LDC, a Cayman Islands limited duration company (the "Offshore Fund"),
which in turn invests substantially all of its assets in The Topiary
Master Fund for Benefit Plan Investors (BPI) LLC (the "Master Fund"), a
separate closed-end, non-diversified, management investment company
with the same investment objectives as the Fund and the Offshore Fund.
This structure is sometimes called a "master/feeder" structure. The
Fund has been advised by the Master Fund that the Master Fund is making
a concurrent tender offer to the Offshore Fund to repurchase interests
in the Master Fund at least equivalent in value to the value of the
Interests that the Fund is offering to repurchase. The Offshore Fund
will then distribute the proceeds of such repurchases to the Fund.
The Fund conducted an offer to repurchase Interests from Members which
commenced on September 25, 2006 and expired on October 27, 2006 (the
"September Repurchase Offer"). The September Repurchase Offer was
oversubscribed and as a consequence the Fund could only accept a pro
rata portion of the Interests of Members who tendered in the September
Repurchase Offer. The Fund is conducting this follow-on Repurchase
Offer in order to accommodate Members who wish to tender the portion of
their Interests not repurchased in the September Repurchase Offer due
to the pro-rata allotment of the repurchases and also to provide other
Members with the opportunity to tender their Interests. Due to certain
tax-related restrictions, the Fund is only able to conduct this
follow-on Repurchase Offer due to the unusual circumstances of the
oversubscription of the September Repurchase Offer and there should be
no expectation among Members that the Fund will conduct similar tender
offers if any future offers to repurchase are oversubscribed.
The repurchase of Interests pursuant to the Repurchase Offer will have
the effect of decreasing the net assets of the Fund and increasing the
proportionate interest in the Fund of Members who do not tender
Interests. A reduction in the net assets of the Fund could limit the
Master Fund's, and in turn the Fund's, access to certain investment
opportunities, cause the Fund, through the Master Fund, to sell assets
it would not have sold otherwise (including public securities), or
result in Members who do not tender Interests bearing higher costs to
the extent that certain expenses borne by the Fund are relatively fixed
and may not decrease if assets decline.
o WHAT ARE THE TERMS OF THE REPURCHASE OFFER? We will repurchase up to
$8,725,593.61 (approximately 10% of the net asset value of the Master
Fund estimated as of October 31, 2006) of limited liability company
interests. If the offer is oversubscribed, we may repurchase, in our
sole discretion, all or only a pro-rata portion of the Interests you
tender. This offer will remain open until 12:00 midnight, Eastern Time,
Wednesday, December 13, 2006, or, if the Repurchase Offer is extended,
such time and date as the Fund designates in an amended notice to
Members ("Repurchase Request Deadline"). For a Member who tenders all
of its Interests in the Fund (and which are all accepted for repurchase
by the Fund), Interests will be valued for the purposes of determining
their repurchase price as of December 31, 2006 or, if the Repurchase
Offer is extended, as of a date designated by the Fund in an amended
notice to Members (the "Full Repurchase Valuation Date"). Such Member
will receive the net asset value of its capital account
determined as of the Full Repurchase Valuation Date and based on the
net asset value of the Fund's assets (based on oral or written
estimates of the value of the Master Fund's investments).
You must determine whether to tender all or a portion of your Interests
prior to the Repurchase Request Deadline but, if you are tendering all
of your Interests in the Fund (and if all are accepted for repurchase
by the Fund), the net asset value at which the Fund will repurchase
your Interests will not be determined until the Full Repurchase
Valuation Date. The net asset value of the Fund can fluctuate and may
fluctuate between the date you submit your repurchase request and the
Repurchase Request Deadline and the Full Repurchase Valuation Date. The
net asset value of the Fund on the Repurchase Request Deadline and the
Full Repurchase Valuation Date could be higher or lower than on the
date you submit a Repurchase Request.
If you would like to obtain the most recently calculated net asset
value of the Fund or your Interests, you may contact PFPC Inc., at the
phone number or address listed above, Monday through Friday, except
holidays, during normal business hours of 9:00 a.m. to 5:00 p.m.
(Eastern Time).
Members who tender Interests may bear a share of any withdrawal charge
imposed on the Fund by any Investment Fund from which the Fund, through
the Master Fund, withdraws in order to meet tender requests.
o WHAT IS THE AMOUNT OF EACH MEMBER'S TENDER? If you tender a portion of
your Interests in the Fund, you must leave an amount equal to at least
$25,000 (the "Required Minimum Balance") in the Fund. The Fund reserves
the right to reduce the amount of Interests repurchased from you so
that the Required Minimum Balance is maintained.
o WHAT IS THE PROCEDURE FOR TENDERS? If you would like us to repurchase
all or a portion of your Interests in the Fund, you should mail or fax
a Letter of Transmittal, enclosed with our offer, to PFPC Inc. at the
address/fax number listed on page 2 of this Offer to Repurchase, so
that it is received before 12:00 midnight, December 13, 2006. If you
choose to fax the Letter of Transmittal, you should mail the original
Letter of Transmittal to PFPC Inc. promptly after you fax it (although
the original does not have to be received before 12:00 midnight,
December 13, 2006). Of course, the net asset value of Interests in the
Fund is likely to change between October 31, 2006 (the last time the
Fund's net asset value was calculated), November 30, 2006 (the next
time it will be calculated), and December 31, 2006, when the net asset
value of the capital accounts of Members tendering all of their
Interests in the Fund (and which are all accepted for repurchase by the
Fund) will be determined for purposes of calculating the repurchase
price of such Members' Interests. Generally, the net asset value of the
Fund is determined monthly.
If you elect to tender, it is your responsibility to confirm receipt of
the Letter of Transmittal with PFPC Inc. To assure good delivery,
please send the Letter of Transmittal to PFPC Inc. and not to your
financial advisor.
o DO MEMBERS HAVE ANY WITHDRAWAL RIGHTS? Following this summary is a
formal notice of our offer to repurchase your Interests in the Fund.
Our offer remains open to you until 12:00 midnight on December 13,
2006. Until this time, you have the right to change your mind and
withdraw your Interests from consideration for repurchase. Withdrawn
Interests may be re-tendered, however, provided that such tenders are
made before the Repurchase Request Deadline by following the tender
procedures described herein.
o WHEN WILL PAYMENT BE MADE TO MEMBERS? Within five days of the
Repurchase Request Date, or no later than December 19, 2006, each
Member whose Interests or portion thereof have been accepted for
repurchase will be given a non-interest bearing, non-transferable
promissory note by the Fund entitling the Member to be paid an amount
equal to 100% of the unaudited net asset value of such Member's capital
account (or portion thereof) being repurchased. For both a Member
making full or partial tenders of its Interests, the note will entitle
the Member to be paid within thirty (30) days after the Full Repurchase
Valuation Date or, if the Master Fund has requested withdrawals of its
capital from the private investment funds in which the Master Fund
invests ("Investment Funds") in order to fund the repurchase of
Interests, ten business days after the Master Fund has received at
least 90% of the aggregate amount
2
withdrawn by the Master Fund from such Investment Funds, whichever is
the later (either such date, a "Payment Date"). We will pay you from
one or more of the following sources: cash on hand, proceeds from the
redemption of interests in the Investment Funds, or borrowings. Payment
may be delayed if it is determined that the Master Fund redeem its
interests in Investment Funds to make such payments, but has
experienced unusual delays in receiving payments from the Investment
Funds. None of the Fund, the Master Fund, the Adviser or Directors has
determined at this time to borrow funds to repurchase Interests in
connection with the Repurchase Offer. However, depending on the dollar
amount of Interests tendered and prevailing general economic and market
conditions, the Fund, in its sole discretion, may decide to borrow
money to fund all or a portion of the repurchase price.
o WHAT ARE THE MOST SIGNIFICANT CONDITIONS OF THE REPURCHASE OFFER?
Please note that just as you have the right to withdraw your Interests,
we have the right to cancel, amend, suspend or postpone this offer at
any time before 12:00 midnight, December 13, 2006. Also realize that
although the tender offer expires on 12:00 midnight, December 13, 2006,
if you tender all of your Interests (and if all are accepted for
repurchase by the Fund), you remain an investor in the Fund until
December 31, 2006 when the net asset value of your Interests is
calculated for purposes of determining their repurchase price.
o BACKGROUND INFORMATION ABOUT THE FUND. The Fund is registered under the
1940 Act as a closed-end, non-diversified, management investment
company and is organized as a Delaware limited liability company. The
Fund's address is 345 Park Avenue, New York, New York 10154, and the
Fund's telephone number is, c/o DWS Scudder Distributors Inc., (888)
262-0695.
o WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF TENDERING INTERESTS? If
you elect to tender all of your Interests in the Fund (and if we accept
all of your Interests), you generally will recognize capital gain or
loss to the extent of the difference between the proceeds you receive
and your adjusted tax basis in your Interests. This capital gain or
loss will be short-term or long-term depending upon your holding period
for your Interests at the time gain or loss is recognized. Your
long-term capital gain may be reduced as a result of the special
allocations of short-term capital gains that the Fund intends to make
to all Members whose tender of Interests is accepted. Your short-term
capital loss may be reduced as a result of the special allocations of
long-term capital loss that the Fund intends to make to all Members
whose tender of Interests is accepted. You will recognize ordinary
income to the extent your allocable share of the Fund's "unrealized
receivables" exceeds your basis in such unrealized receivables, as
determined pursuant to the Code and Treasury Regulations. If you tender
less than all of your Interests to us for repurchase, you will
recognize gain (but not loss) in a similar manner, but only to the
extent that the amount of proceeds you receive exceeds your aggregate
adjusted tax basis in all of your Interests.
3
THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
345 Park Avenue
New York, New York 10154
OFFER TO REPURCHASE $8,725,593.61 (APPROXIMATELY 10% OF THE NET ASSET VALUE
OF THE MASTER FUND ESTIMATED AS OF OCTOBER 31, 2006)
OF LIMITED LIABILITY COMPANY INTERESTS
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME, ON WEDNESDAY, DECEMBER 13, 2006,
UNLESS THE OFFER IS EXTENDED
To the Investors of
The Topiary Fund for Benefit Plan Investors (BPI) LLC:
The Topiary Fund for Benefit Plan Investors (BPI) LLC, a closed-end,
non-diversified, management investment company organized as a Delaware limited
liability company (the "Fund"), is offering to repurchase on the terms and
conditions set forth in this offer to repurchase ("Offer to Repurchase") and the
related Letter of Transmittal (which together with the Offer to Repurchase
constitutes the "Repurchase Offer") $8,725,593.61 (approximately 10% of the net
asset value of the Master Fund estimated as of October 31, 2006) of limited
liability interests in the Fund (the "Interests") or portions thereof pursuant
to tenders by investors. Members who tender all of their Interests (and which
are all accepted for repurchase by the Fund) will be paid a repurchase price
equal to the net asset value of their Interests as of December 31, 2006, or, if
the Repurchase Offer is extended, as of a date designated by the Fund in an
amended notice to Members (the "Full Repurchase Valuation Date"). If the Fund
elects to extend the tender period for any reason, for the purpose of
determining such repurchase price, the net asset value of such Interests will be
determined as of the close of business on the last business day of the calendar
quarter in which the tender offer actually expires. This Repurchase Offer is
being made to all investors of the Fund ("Members") and is not conditioned on
any minimum amount of Interests being tendered, but is subject to certain
conditions described below. Interests in the Fund are not traded on any
established trading market and are subject to strict restrictions on
transferability pursuant to the Fund's Second Amended and Restated Limited
Liability Company Operating Agreement, dated as of June 2005 (the "LLC
Agreement").
The Fund conducted an offer to repurchase Interests from Members which
commenced on September 25, 2006 and expired on October 27, 2006 (the "September
Repurchase Offer"). The September Repurchase Offer was oversubscribed and as a
consequence the Fund could only accept a pro rata portion of the Interests of
Members who tendered in the September Repurchase Offer. The Fund is conducting
this follow-on Repurchase Offer in order to accommodate Members who wish to
tender the portion of their Interests not repurchased in the September
Repurchase Offer due to the pro-rata allotment of the repurchases and also to
provide other Members with the opportunity to tender their Interests. Due to
certain tax-related restrictions, the Fund is only able to conduct this
follow-on Repurchase Offer due to the unusual circumstances of the
oversubscription of the September Repurchase Offer and there should be no
expectation among Members that the Fund will conduct similar tender offers if
any future offers to repurchase are oversubscribed.
Members should realize that the net asset value of the Fund likely will
change between October 31, 2006 (the last time the Fund's net asset value was
calculated), November 30, 2006 (the next time the Fund's net asset value will be
calculated) and December 31, 2006, when the value of the Interests of Members
making a full tender to the Fund will be determined for purposes of calculating
the repurchase price of such Interests. Members tendering all of their Interests
in the Fund should also note that although the Repurchase Offer expires at 12:00
midnight, Eastern Time, Wednesday, December 13, 2006, or, if the offer is
extended, such time and date as the Fund designates in an amended notice to
Members ("Repurchase Request Deadline"), they remain Members in the Fund until
the Full Repurchase Valuation Date. Generally, the Fund determines its net asset
value monthly. Any tendering Members that wish to obtain the most recently
calculated net asset value of the Fund should contact PFPC Inc., at the
telephone number or address set forth below, Monday through Friday, except
holidays, during normal business hours of 9:00 a.m. to 5:00 p.m. (Eastern Time).
Members desiring to tender all or any portion of their Interests in
accordance with the terms of the Repurchase Offer should complete and sign the
attached Letter of Transmittal and mail or fax it to the Fund in the manner set
forth below.
IMPORTANT
None of the Fund, DB Investment Managers, Inc., the Fund's investment
adviser ("Adviser"); any affiliate of the Adviser; or any of the directors of
the Fund makes any recommendation to any Member as to whether to tender or
refrain from tendering Interests. Members must make their own decisions whether
to tender Interests, and if so, the portion of their Interests to tender.
Because each Member's investment decision is a personal one based on
its financial circumstances, no person has been authorized to make any
recommendation on behalf of the Fund as to whether investors should tender
Interests pursuant to the Repurchase Offer. No person has been authorized to
give any information or to make any representations in connection with the
Repurchase Offer other than those contained herein or in the Letter of
Transmittal. If given or made, such recommendation and such information and
representations must not be relied on as having been authorized by the Fund.
This transaction has not been approved or disapproved by the Securities
and Exchange Commission nor has the Securities and Exchange Commission or any
state securities commission passed on the fairness or merits of such transaction
or on the accuracy or adequacy of the information contained in this document.
Any representation to the contrary is unlawful.
Questions and requests for assistance and requests for additional
copies of the Repurchase Offer may be directed to PFPC Inc., the Fund's
Administrator.
November 13, 2006
PFPC Inc.
P.O. Box 219
Claymont, Delaware 19703
Attention: The Topiary Fund for Benefit Plan Investors (BPI) LLC
Phone: (302) 791-2810
Fax: (302) 791-2790
2
TABLE OF CONTENTS
1. Background and Purpose of the Repurchase Offer...........................4
2. Offer to Repurchase and Price............................................4
3. Amount of Tender.........................................................5
4. Procedure for Tenders....................................................5
5. Withdrawal Rights........................................................6
6. Repurchases and Payment..................................................6
7. Certain Conditions of the Repurchase Offer...............................7
8. Certain Information About the Fund.......................................7
9. Certain Federal Income Tax Consequences..................................8
10. Miscellaneous............................................................9
3
1. Background and Purpose of the Repurchase Offer. The purpose of the
Repurchase Offer is to provide limited liquidity to Members who hold Interests
in the Fund. The Fund's prospectus, dated July 26, 2006 (the "Prospectus"),
provides that the Fund may offer, from time to time, pursuant to written
tenders, to repurchase its outstanding Interests from Members, and that the
directors of the Fund ("Directors") have the discretion to determine whether the
Fund will offer to repurchase its outstanding Interests. The Board of Directors
expects that the Fund will repurchase Interests from Members twice a year, as of
the last business day of June and December. Because there is no secondary
trading market for Interests in the Fund and transfers of Interests are
prohibited without prior approval of the Fund, the Directors have determined,
after consideration of various matters, including, but not limited to, those set
forth in the Prospectus, that the Repurchase Offer is in the best interests of
Members of the Fund to provide some liquidity for Interests as contemplated in
the Prospectus. The Directors intend to consider, in March and September of each
year, the continued desirability of the Fund making offers to repurchase
Interests, but the Fund is not required to make any such offer.
The Fund conducted an offer to repurchase Interests from Members which
commenced on September 25, 2006 and expired on October 27, 2006 (the "September
Repurchase Offer"). The September Repurchase Offer was oversubscribed and as a
consequence the Fund could only accept a pro rata portion of the Interests of
Members who tendered in the September Repurchase Offer. The Fund is conducting
this follow-on Repurchase Offer in order to accommodate Members who wish to
tender the portion of their Interests not repurchased in the September
Repurchase Offer due to the pro-rata allotment of the repurchases and also to
provide other Members with the opportunity to tender their Interests. Due to
certain tax-related restrictions, the Fund is only able to conduct this
follow-on Repurchase Offer due to the unusual circumstances of the
oversubscription of the September Repurchase Offer and there should be no
expectation among Members that the Fund will conduct similar tender offers if
any future offers to repurchase are oversubscribed.
The Fund invests substantially all of its assets in The Topiary
Offshore Fund for Benefit Plan Investors (BPI) LDC, a Cayman Islands limited
duration company (the "Offshore Fund"), which in turn invests substantially all
of its assets in The Topiary Master Fund for Benefit Plan Investors (BPI) LLC
(the "Master Fund"), a separate closed-end, non-diversified, management
investment company with the same investment objectives as the Fund and the
Offshore Fund. This structure is sometimes called a "master/feeder" structure.
The Fund has been advised by the Master Fund that the Master Fund is making a
concurrent tender offer to the Offshore Fund to repurchase interests in the
Master Fund at least equivalent in value to the value of the Interests that the
Fund is offering to repurchase. The Offshore Fund will then distribute the
proceeds of such repurchases to the Fund. The Fund cannot make a repurchase
offer larger than the repurchase offer made by the Master Fund.
The repurchase of Interests pursuant to the Repurchase Offer will have
the effect of decreasing the net assets of the Fund and increasing the
proportionate interest in the Fund of Members who do not tender Interests. A
reduction in the net assets of the Fund could limit the Master Fund's, and in
turn the Fund's, access to certain investment opportunities, cause the Master
Fund to sell assets it would not have sold otherwise (including public
securities), or result in Members who do not tender Interests bearing higher
costs to the extent that certain expenses borne by the Fund are relatively fixed
and may not decrease if assets decline. The effects of decreased Fund size and
increased proportionate Interests of Members who do not tender may be reduced or
eliminated to the extent that additional subscriptions for Interests in the Fund
are made from time to time.
Interests that are tendered to the Fund in connection with this
Repurchase Offer will be retired. The Fund may issue Interests to "Eligible
Investors," as that term is defined in the Prospectus, from time to time. The
Fund currently expects that it will continue to accept subscriptions for
Interests on a monthly basis.
2. Offer to Repurchase and Price. The Fund will repurchase, upon the
terms and subject to the conditions of the Repurchase Offer, up to $8,725,593.61
(approximately 10% of the net asset value of the Master Fund estimated as of
October 31, 2006) of limited liability company interests that are properly
tendered by and not withdrawn (in accordance with Section 5 below) before the
Repurchase Request Deadline. The Fund reserves the right to extend, amend or
cancel the Repurchase Offer, or postpone the acceptance of Interests tendered
pursuant to the Repurchase Offer, as described in Sections 3 and 7 below. The
amount due to any Member who tenders all of its Interests (and which are all
accepted for repurchase by the Fund) will be equal to the value of such Member's
capital account based on the Fund's net asset value as of December 31, 2006 or,
if the Repurchase Offer is extended, as of a
4
date designated by the Fund in an amended notice to Members (the "Full
Repurchase Valuation Date"), after giving effect to all allocations, including,
but not limited to, withholding tax, to be made to the Member's capital account
as of such date. The Fund reserves the right to adjust the Full Repurchase
Valuation Date to correspond with any extension of the Repurchase Offer. The
Fund's net asset value as of December 31, 2006 will be based in part on oral or
written estimates of the value of the Master Fund's investments in the private
funds in which the Master Fund invests ("Investment Funds"). Therefore,
repurchase payments to Members tendering all of their Interests in the Fund may
not reflect final net asset values for the Full Repurchase Valuation Date
calculated by the Investment Funds; however, the Fund will generally not make
any adjustments for final valuations from the Master Fund based on adjustments
received from the Investment Funds, and the withdrawing Member (if such
valuations are adjusted upwards) or the remaining Members (if such valuations
are adjusted downwards) will bear the risk of change of any such valuations.
As of the close of business on October 31, 2006, there was
approximately $86,108,212 outstanding in capital of the Fund and $87,255,936.06
outstanding in capital of the Master Fund. Generally, the Fund and the Master
Fund determine their net asset values monthly. Members may obtain the most
recently calculated information regarding the net asset value of the Fund and
their Interests by contacting PFPC Inc., at the telephone number or address set
forth on page 2, Monday through Friday, except holidays, during normal business
hours of 9:00 a.m. to 5:00 p.m. (Eastern Time). Of course, the net asset value
of Interests in the Fund likely will change between October 31, 2006 (the last
time net asset value was calculated), November 30, 2006 (the next time it will
be calculated), and December 31, 2006, the Full Repurchase Valuation Date.
3. Amount of Tender. Members may tender all their Interests or a
portion of their Interests in the Fund. The Repurchase Offer is being made to
all Members of the Fund and is not conditioned on any minimum amount of
Interests being tendered. If you tender a portion of your Interests, you must
leave an amount equal to at least $25,000 in the Fund (the "Required Minimum
Balance"). The Fund reserves the right to reduce the amount of Interests
repurchased from you so that the Required Minimum Balance is maintained.
If the amount of the Interests that are properly tendered pursuant to
the Repurchase Offer, and not withdrawn pursuant to Section 5 below, is less
than or equal to $8,725,593.61 (or such greater amount as the Fund may elect to
repurchase pursuant to the Repurchase Offer), the Fund will, on the terms and
subject to the conditions of the Repurchase Offer, repurchase all of the
Interests so tendered unless the Fund elects to cancel or amend the Repurchase
Offer, or postpone acceptance of tenders made pursuant to the Repurchase Offer,
as provided in Section 7 below. If more than $8,725,593.61 are duly tendered to
the Fund before the Repurchase Request Deadline and not withdrawn pursuant to
Section 5 below, the Fund will, in its sole discretion, either (a) purchase an
additional amount of Interests not to exceed 2% of the net asset value of the
Fund as of the Repurchase Request Deadline in conformity with Rule
13e-4(f)(1)(ii) under the Securities Exchange Act of 1934; (b) extend the
Repurchase Offer, if necessary, and increase the amount of Interests that the
Fund is offering to repurchase, to an amount it believes sufficient to
accommodate the excess Interests tendered as well as any Interests tendered
during the extended Repurchase Offer; or (c) accept Interests tendered on or
before the Repurchase Request Deadline for payment on a pro-rata basis based on
the aggregate net asset value of tendered Interests. The Repurchase Offer may be
extended, amended or canceled in various other circumstances described in
Section 7 below.
4. Procedure for Tenders. Members wishing to tender Interests pursuant
to the Repurchase Offer should mail a completed and executed Letter of
Transmittal to PFPC Inc., to the attention of The Topiary Fund for Benefit Plan
Investors (BPI) LLC, at the address set forth on page 2, or fax a completed and
executed Letter of Transmittal to PFPC Inc., also to the attention of The
Topiary Fund for Benefit Plan Investors (BPI) LLC, at the fax numbers set forth
on page 2. The completed and executed Letter of Transmittal must be received by
PFPC Inc., either by mail or by fax, no later than the Repurchase Request
Deadline. The Fund recommends that all documents be submitted to PFPC Inc. by
certified mail, return receipt requested, or by facsimile transmission. An
investor choosing to fax a Letter of Transmittal to PFPC Inc. must also mail the
original completed and executed Letter of Transmittal to PFPC Inc. promptly
thereafter. If a Member elects to tender, it is the tendering Member's
responsibility to confirm receipt of the Letter of Transmittal or other document
with PFPC Inc.
Members wishing to confirm receipt of a Letter of Transmittal may
contact PFPC Inc. at the address and phone number set forth on page 2. The
method of delivery of any documents is at the election and complete risk of the
Member tendering its Interests in the Fund, including, but not limited to, the
failure of PFPC Inc. to receive any
13
Letter of Transmittal or other document. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of tenders will be
determined by the Fund, in its sole discretion, and such determination shall be
final and binding. The Fund reserves the absolute right to reject any or all
tenders determined by it not to be in appropriate form or the acceptance of or
payment for which would, in the opinion of counsel for the Fund, be unlawful.
The Fund also reserves the absolute right to waive any of the conditions of the
Repurchase Offer or any defect in any tender with respect to any particular
Member, and the Fund's interpretation of the terms and conditions of the
Repurchase Offer will be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as the
Fund shall determine. Tenders will not be deemed to have been made until the
defects or irregularities have been cured or waived. Neither the Fund, the
Adviser nor the Directors shall be obligated to give notice of any defects or
irregularities in tenders, nor shall any of them incur any liability for failure
to give such notice.
5. Withdrawal Rights. Any Member tendering Interests pursuant to this
Repurchase Offer may withdraw its tender at any time on or before the Repurchase
Request Deadline. To be effective, any notice of withdrawal must be timely
received by PFPC Inc. at the address or fax numbers set forth on page 2. A form
to use to give notice of withdrawal is enclosed herewith. All questions as to
the form and validity (including time of receipt) of notices of withdrawal will
be determined by the Fund, in its sole discretion, and such determination shall
be final and binding. Interests properly withdrawn shall not thereafter be
deemed to be tendered for purposes of the Repurchase Offer. However, withdrawn
Interests may be tendered prior to the Repurchase Request Deadline by following
the procedures described in Section 4.
6. Repurchases and Payment. For purposes of the Repurchase Offer, the
Fund will be deemed to have accepted Interests that are tendered if and when it
gives oral or written notice to the tendering Member of its election to
repurchase such Interests. As stated in Section 2 above, the repurchase price
paid to Members who tender all of their Interests in the Fund (and which are all
accepted for repurchase by the Fund) will be the net asset value thereof as of
the Full Repurchase Valuation Date. If the Fund elects to extend the tender
period for any reason, the net asset value of such Interests, for the purpose of
determining their repurchase price, will be determined as of the close of
business on the last business day of the calendar quarter in which the tender
offer actually expires.
Within five days of the Repurchase Request Date, or no later than
December 19, 2006, each Member whose Interests or portion thereof has been
accepted for repurchase will be given a non-interest bearing, non-transferable
promissory note by the Fund entitling the Member to be paid an amount equal to
100% of the unaudited net asset value such Member's capital account (or portion
thereof) being repurchased. For Members who tender all of their Interests in the
Fund (and which are all accepted for repurchase by the Fund), the repurchase
price for such Interests will be determined as of the Full Repurchase Valuation
Date (after giving effect to all allocations to be made as of that date to such
Member's capital account).
For both a Member making full or partial tenders of their Interests,
the note will entitle the Member to be paid within thirty (30) days after the
Full Repurchase Valuation Deadline, or, if the Master Fund has requested
withdrawals of its capital from any Investment Funds in order to fund the
repurchase of Interests, ten business days after the Master Fund has received at
least 90% of the aggregate amount withdrawn by the Master Fund from such
Investment Funds, whichever is later (either such date, a "Payment Date").
Notwithstanding the foregoing, if a Member has requested the repurchase of 90%
or more of the Interests held by such Member, such Member shall receive (i) cash
or a non-transferable promissory note, which need not bear interest, in an
amount equal to 90% of the estimated unaudited net asset value of such Member's
capital account (or portion thereof) being repurchased, determined, only with
respect to a Member making a full tender of its Interests, as of the Full
Repurchase Valuation Date (after giving effect to all allocations to be made as
of that date to such Member's capital account) (the "Initial Payment"), which
will be paid on or prior to the Payment Date; and (ii) a promissory note
entitling the holder thereof to the balance of the proceeds, to be paid
following the later of (x) 90 days following the applicable Full Repurchase
Valuation Date (for both a Member making a full or partial tender of its
Interests), so as to effectuate the orderly liquidation of enough Investment
Funds in which the Master Fund is invested or otherwise, or (y) such longer
period as the Board of Directors in its discretion deems necessary to protect
the interests of the remaining Members. Payment for tendered Interests that are
accepted for repurchase will generally be made via wire transfer in accordance
with the instructions provided in the Letter of Transmittal.
6
The Fund expects that payment for Interests acquired pursuant to the
Repurchase Offer will be derived from the following sources: cash on hand,
proceeds from the redemption of interests in the Investment Funds in which the
Master Fund invests, or borrowings. Payment may be delayed if it is determined
to redeem the Master Fund's interests in Investment Funds to make such payments,
but has experienced unusual delays in receiving payments from the Investment
Funds. None of the Fund, the Master Fund, the Adviser or Directors has
determined at this time to borrow funds to repurchase Interests in connection
with the Repurchase Offer. However, depending on the dollar amount of Interests
tendered and prevailing general economic and market conditions, the Fund, in its
sole discretion, may decide to borrow money to fund all or a portion of the
repurchase price.
The Board in its discretion may pay repurchase proceeds, in whole or in
part, in securities of equivalent value. The Fund does not expect that it will
distribute securities as payment for repurchased Interests except in unusual
circumstances, such as in the unlikely event that (i) making a cash payment
would result in a material adverse effect on the Fund or on Members not
requesting that their Interests be repurchased or (ii) that the Master Fund has
received distributions from Investment Funds in the form of securities that are
transferable to the Members. In the event that the Fund makes such a
distribution of securities as payment for Interests, Members will bear any risks
of the distributed securities and may be required to pay a brokerage commission
or other costs in order to dispose of such securities.
Members who tender Interests may bear a share of any withdrawal charge
imposed on the Master Fund by any Investment Fund from which the Master Fund
withdraws in order to meet tender requests.
7. Certain Conditions of the Repurchase Offer. The Fund reserves the
right, at any time and from time to time, to extend the period of time during
which the Repurchase Offer is pending by notifying Members of such extension. If
the Fund elects to extend the tender period for any reason, for the purpose of
determining the repurchase price paid to Members tendering all of their
Interests in the Fund (and which are all accepted for repurchase by the Fund),
the net asset value of such Interests will be determined as of the close of
business on the last business day of the calendar quarter in which the tender
offer actually expires. During any such extension, all Interests previously
tendered and not withdrawn will remain subject to the Repurchase Offer. The Fund
also reserves the right, at any time and from time to time, up to and including
acceptance of tenders pursuant to the Repurchase Offer, in the circumstances set
forth in the following paragraph, to: (a) cancel the Repurchase Offer and in the
event of such cancellation, not to repurchase or pay for any Interests tendered
pursuant to the Repurchase Offer; (b) suspend or amend the Repurchase Offer; or
(c) postpone the acceptance of Interests. If the Fund determines to amend the
Repurchase Offer or to postpone the acceptance of Interests tendered, it will,
to the extent necessary, extend the period of time during which the Repurchase
Offer is open as provided above and will promptly notify Members.
The Fund may cancel, suspend or amend the Repurchase Offer, or postpone
the acceptance of tenders made pursuant to the Repurchase Offer, by vote of a
majority of the Board, including a majority of the Directors who are not
"interested persons," within the meaning of the Investment Company Act of 1940,
as amended ("Independent Directors"), of the Fund, including but not limited to:
(a) for any period during which an emergency exists as a result of which it is
not reasonably practicable for the Master Fund to dispose of securities it owns
or to determine the value of the Fund's and/or the Master Fund's net assets; (b)
for any other periods that the SEC permits by order for the protection of
Members; or (c) under such other unusual circumstances as the Board deems
advisable for the benefit of the Fund and its Members. For example, the Fund may
cancel, suspend or amend the Repurchase Offer, or postpone the acceptance of
tenders made pursuant to the Repurchase Offer, if (a) the Master Fund would not
be able to dispose of securities it owns in a manner that is orderly and
consistent with the Fund's and the Master Fund's investment objectives and
policies in order for the Fund to repurchase Interests tendered pursuant to the
Repurchase Offer; or (b) there is any (i) legal action or proceeding instituted
or threatened challenging the Repurchase Offer or that otherwise would have a
material adverse affect on the Fund and/or the Master Fund, (ii) declaration of
a banking moratorium by Federal or state authorities or any suspension of
payment by banks in the United States or New York State that is material to the
Fund and/or the Master Fund, (iii) limitation imposed by Federal or state
authorities on the extension of credit by lending institutions, (iv) suspension
of trading on any organized exchange or over-the-counter market where the Master
Fund has a material investment, (v) commencement of war, armed hostilities or
other international or national calamity directly or indirectly involving the
United States that is material to the Fund and/or the Master Fund, or (vi)
material decrease in the estimated net asset value of the Fund and the Master
Fund from the net asset value of the Fund and the Master Fund as of the
commencement of the Repurchase
7
Offer. However, there can be no assurance that the Fund will exercise its right
to extend, amend or cancel the Repurchase Offer or to postpone acceptance of
tenders pursuant to the Repurchase Offer.
8. Certain Information About the Fund. The Fund is registered under the
1940 Act as a closed-end, non-diversified, management investment company and is
organized as a Delaware limited liability company. The Fund's address is 345
Park Avenue, New York, New York 10154, and the Fund's telephone number is, c/o
DWS Scudder Distributors Inc., (888) 262-0695. Interests in the Fund are not
traded on any established trading market and are subject to strict restrictions
on transferability pursuant to the LLC Agreement. The Fund's Directors are Nolan
T. Altman, Louis S. Citron and Edward T. Tokar. Their address is c/o DB Absolute
Return Strategies, 345 Park Avenue, New York, New York 10154.
Neither the Fund nor the Master Fund has any plans or proposals that
relate to or would result in: (a) the acquisition by any person of further
Interests in the Fund (other than the Fund's intention to accept subscriptions
for Interests from time to time in the discretion of the Fund) or the
disposition of Interests, other than as disclosed in the Prospectus; (b) an
extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Fund and/or the Master Fund; (c) any material change in the
present distribution policy or indebtedness or capitalization of the Fund and/or
the Master Fund; (d) any change in the identity of the Adviser or Directors of
the Fund and the Master Fund, or in the management of the Fund and the Master
Fund including, but not limited to, any plans or proposals to change the number
or the term of the Directors of the Fund and the Master Fund, to fill any
existing vacancy for a Director of the Fund and the Master Fund or to change any
material term of the investment advisory arrangements with the Adviser; (e) a
sale or transfer of a material amount of assets of the Fund and/or the Master
Fund (other than as the Directors determine may be necessary or appropriate to
fund any portion of the repurchase price for Interests acquired pursuant to this
Repurchase Offer or in connection with the ordinary portfolio transactions of
the Master Fund ); (f) any other material change in the Fund's and/or the Master
Fund's structure or business, including any plans or proposals to make any
changes in its fundamental investment policy for which a vote would be required
by Section 13 of the 1940 Act; or (g) any changes in the LLC Agreement or other
actions that may impede the acquisition of control of the Fund and/or the Master
Fund by any person.
During the past 60 days, other than the monthly acceptance of
subscriptions for Interests, no transactions involving the Interests were
effected by the Fund, the Adviser of the Fund, the Directors or any person
controlling the Fund or controlling the Adviser or any Directors of the Fund.
As of October 31, 2006, the Adviser, indirectly through an affiliate,
beneficially owned $1,264,340.33, or approximately 1.45%. This ownership
reflects such affiliate's initial contribution of capital to the Master Fund of
$25,000,000 prior to the Interests in the Fund being publicly offered.
The Fund has been informed that such affiliate of the Adviser does not
intend to tender any amount of its Interest in the Master Fund in the Master
Fund's Repurchase Offer.
9. Certain Federal Income Tax Consequences. The following discussion is
a general summary of certain Federal income tax consequences to Members that are
subject to Federal income taxation of the repurchase of Interests by the Fund
from Members pursuant to the Repurchase Offer. Members should consult their own
tax advisers for a complete description of the tax consequences to them of a
repurchase of their Interests by the Fund pursuant to the Repurchase Offer.
A Member who tenders all its Interests (and whose entire interest is
accepted) to the Fund for repurchase generally will recognize capital gain or
loss to the extent of the difference between the proceeds received by such
Member and such Member's adjusted tax basis in its Interests in the Fund. This
capital gain or loss will be short-term or long-term depending upon the Member's
holding period for its Interests at the time the gain or loss is recognized. A
tendering Member will recognize ordinary income to the extent such Member's
allocable share of the Fund's "unrealized receivables" exceeds the Member's
basis in such unrealized receivables, as determined pursuant to the Treasury
Regulations. A Member who tenders less than all its Interests to the Fund for
repurchase will recognize gain (but not loss) in a similar manner only to the
extent that the amount of the proceeds received exceeds such Member's aggregate
adjusted tax basis in all its Interests.
8
A Member's basis in its Interests is adjusted for income, gain or loss
allocated (for tax purposes) to such Member for periods until such Member ceases
to be a Member of the Fund. Pursuant to the authority granted to it under the
LLC Agreement, the Adviser intends to specially allocate items of Fund capital
gain, including short-term capital gain, to a withdrawing Member to the extent
its liquidating distribution would otherwise exceed its adjusted tax basis in
its Interests. Such a special allocation may result in the withdrawing Member
recognizing capital gain, which may include short-term gain, in the Member's
last taxable year in the Fund, thereby potentially reducing the amount of any
long-term capital gain that, absent the special allocation, would otherwise have
been recognized by the withdrawing Member.
Pursuant to the authority granted to it under the LLC Agreement, the
Adviser intends to specially allocate items of Fund capital loss, including
long-term capital loss, to a withdrawing Member to the extent its liquidating
distribution would otherwise be less than its adjusted tax basis in its
Interests. Such a special allocation may result in the withdrawing Member
recognizing capital loss, which may include long-term capital loss, in the
Member's last taxable year in the Fund, thereby potentially reducing the amount
of any short-term capital loss that, absent the special allocation, would
otherwise have been recognized by the withdrawing Member.
10. Miscellaneous. The Repurchase Offer is not being made to, nor will
tenders be accepted from, Members in any jurisdiction in which the Repurchase
Offer or its acceptance would not comply with the securities or Blue Sky laws of
such jurisdiction. The Fund reserves the right to exclude Members from the
Repurchase Offer in any jurisdiction in which it is asserted that the Repurchase
Offer cannot lawfully be made. The Fund believes such exclusion is permissible
under applicable laws and regulations, provided the Fund makes a good faith
effort to comply with any state law deemed applicable to the Repurchase Offer.
The financial information of each of the Fund and the Master Fund for
the fiscal year ending March 31, 2006 is incorporated by reference to each of
the Fund's and the Master Fund's audited financial statements, both of which
were previously filed on EDGAR on Form N-CSR on June 9, 2006 and which were
prepared and furnished to members pursuant to Rule 30d-l under the 1940 Act and
filed with the Securities and Exchange Commission pursuant to Rule 30b2-1 under
the 1940 Act.
The Fund has filed an Issuer Tender Offer Statement on Schedule TO with
the Securities and Exchange Commission, which includes certain information
relating to the Repurchase Offer summarized herein. A free copy of such
statement may be obtained from the Fund by contacting PFPC Inc. at the address
and phone number set forth on page 2 or from the Securities and Exchange
Commission's internet web site, http://www.sec.gov. For a fee, a copy may be
obtained from the public reference office of the Securities and Exchange
Commission at 100 F Street, N.E., Washington, DC 20549.
9
EXHIBIT (a)(1)(iii)
LETTER OF TRANSMITTAL
to be used to Tender Limited Liability Company Interests
in
THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
Pursuant to the Offer to Repurchase
Dated November 13, 2006
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT, AND THIS LETTER OF TRANSMITTAL MUST BE
RECEIVED BY PFPC INC. EITHER BY MAIL OR BY
FAX BY, 12:00 MIDNIGHT, EASTERN TIME, ON
WEDNESDAY, DECEMBER 13, 2006, UNLESS THE
OFFER IS EXTENDED.
Complete This Letter Of Transmittal and Fax
or Mail in the Enclosed Postage-Paid Envelope To:
PFPC Inc.
P.O. Box 219
Claymont, Delaware 19703
Attention: The Topiary Fund for Benefit Plan Investors (BPI) LLC
For additional information:
Phone: (302) 791-2810
Fax: (302) 791-2790
To Assure Good Delivery, please send this Letter of Transmittal
to PFPC Inc. and not to your Financial Advisor.
If you do not wish to sell all or a portion of your Interests in the Fund,
please disregard this Letter of Transmittal.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to The Topiary Fund for Benefit Plan
Investors (BPI) LLC, a closed-end, non-diversified, management investment
company organized under the laws of the State of Delaware (the "Fund"), the
limited liability company interests in the Fund or portion thereof held by the
undersigned ("Interests"), described and specified below, on the terms and
conditions set forth in the offer to repurchase, dated November 13, 2006 ("Offer
to Repurchase"), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which together constituted the "Repurchase Offer"). The tender and
this Letter of Transmittal are subject to all the terms and conditions set forth
in the Offer to Repurchase, including, but not limited to, the absolute right of
the Fund to reject any and all tenders determined by it, in its sole discretion,
not to be in the appropriate form.
The undersigned hereby sells to the Fund Interests tendered hereby
pursuant to the Repurchase Offer. The undersigned hereby warrants that the
undersigned has full authority to Interests tendered hereby and that the Fund
will acquire good title thereto, free and clear of all liens, charges,
encumbrances, conditional sales agreements or other obligations relating to the
sale thereof, and not subject to any adverse claim, when and to the extent the
same are repurchased by it. Upon request, the undersigned will execute and
deliver any additional documents necessary to complete the sale in accordance
with the terms of the Repurchase Offer.
The undersigned recognizes that under certain circumstances set forth
in the Repurchase Offer, the Fund may not be required to repurchase any of the
Interests tendered hereby. The undersigned recognizes that, if the Repurchase
Offer is oversubscribed, not all of the undersigned's Interests will be
repurchased.
The undersigned acknowledges that the method of delivery of any
documents is at the election and the complete risk of the undersigned,
including, but not limited to, the failure of the Fund's administrator, PFPC
Inc., to receive any Letter of Transmittal or other document.
Payment for tendered Interests that are accepted for repurchase will
generally be made via wire transfer. For Members who tender all of their
Interests (and which are all accepted for repurchase by the Fund), the amount of
the payment will be based on the Fund's net asset value, the calculation of
which is described in the Fund's Prospectus under the heading "Net Asset
Valuation," as of December 31, 2006, or, if the Repurchase Offer is extended, as
of a date designated by the Fund in an amended notice to Members.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and the obligation of the undersigned
hereunder shall be binding on the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in Section 5 of the Offer to
Repurchase, this tender is irrevocable.
If you do not want to sell your limited liability company interests at
this time, please disregard this notice. This is simply notification of the
Fund's tender offer. If you choose to tender, you are responsible for confirming
that PFPC Inc. has received your documents. To assure good delivery, please send
this Letter of Transmittal to PFPC Inc. and not to your Financial Advisor.
Please fax or mail (the following pages
only) in the enclosed postage-paid envelope
(if by mail) as instructed on the following
pages.
2
Part 1. Name:
Name of Member: ________________________________|
Phone #__|__|__| |__|__|__| |__|__|__|__|
Part 2. Amount of Limited Liability Company Interests to be Tendered:
|__| ONLY FOR INVESTORS WHO TENDERED IN THE SEPTEMBER REPURCHASE OFFER: Check
box if undersigned, who tendered an amount of limited liability company
interests in the Fund in the September Repurchase Offer, wishes to tender the
remaining limited liability company interests not repurchased in the September
Repurchase Offer due to the pro-rata allotment of the repurchases.
|__| Entire amount of limited liability company interests in the Fund
(pro-rated, if oversubscribed).
|__| Partial amount of limited liability company interests expressed as a
specific dollar value, $_____________________ subject to maintenance of a
minimum limited liability company interest equal to $25,000 (the "Required
Minimum Balance"). The undersigned understands that if the undersigned tenders
an amount that would cause the undersigned's capital account balance to fall
below the Required Minimum Balance, the Fund reserves the right to reduce the
amount to be repurchased from the undersigned so that the Required Minimum
Balance is maintained.
Part 3. Wire Transfer Instructions
--------------------------------- ----------------------------------------------
Bank:
--------------------------------- ----------------------------------------------
--------------------------------- ----------------------------------------------
Address:
--------------------------------- ----------------------------------------------
(city) (state)
--------------------------------- ----------------------------------------------
--------------------------------- ----------------------------------------------
ABA #:
--------------------------------- ----------------------------------------------
--------------------------------- ----------------------------------------------
Account Name:
--------------------------------- ----------------------------------------------
--------------------------------- ----------------------------------------------
Account #:
--------------------------------- ----------------------------------------------
--------------------------------- ----------------------------------------------
For the Account of:
--------------------------------- ----------------------------------------------
Part 4. Signature(s):
--------------------------------------------------------------------------------
FOR INDIVIDUAL MEMBERS AND JOINT TENANTS:
--------------------------------------------------------------------------------
Signature:
------------------------------------------
(Signature of Owner(s) Exactly as Appeared
on Member Certification)/Date
--------------------------------------------------------------------------------
Print Name of Member:
------------------------------------------
--------------------------------------------------------------------------------
Joint Tenant Signature:
(If joint tenants, both must sign.)
------------------------------------------
(Signature of Owner(s) Exactly as Appeared
on Member Certification)/Date
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Print Name of Joint Tenant:
------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
3
--------------------------------------------------------------------------------
FOR OTHER MEMBERS:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Print Name of Member:
------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Signature:
------------------------------------------
(Signature of Owner(s) Exactly as Appeared
on Member Certification)/Date
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Print Name of Signatory and Title:
------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Co-Signatory if necessary
------------------------------------------
(Signature of Owner(s) Exactly as Appeared
on Member Certification)/Date
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Print Name and Title of Co-Signatory:
------------------------------------------
--------------------------------------------------------------------------------
Please fax or mail these pages to:
PFPC Inc.
P.O. Box 219
Claymont, Delaware 19703
Attention: The Topiary Fund for Benefit Plan
Investors (BPI) LLC
For additional information:
Phone: (302) 791-2810
Fax: (302) 791-2790
4
EXHIBIT (a)(1)(iv)
NOTICE OF WITHDRAWAL OF TENDER
To be used to Withdraw Limited Liability Company Interests
in
THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
Tendered Pursuant to the Offer to Repurchase
Dated November 13, 2006
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT, AND THIS NOTICE OF WITHDRAWAL MUST BE
RECEIVED BY PFPC INC. EITHER BY MAIL OR BY
FAX BY, 12:00 MIDNIGHT, EASTERN TIME, ON
WEDNESDAY, DECEMBER 13, 2006, UNLESS THE
OFFER IS EXTENDED.
Complete this Notice of Withdrawal and Fax or Mail to:
PFPC Inc.
P.O. Box 219
Claymont, Delaware 19703
Attn: The Topiary Fund for Benefit Plan Investors (BPI) LLC
For additional information:
Phone: (302) 791-2810
Fax: (302) 791-2790
To assure good delivery, please send this Notice of Withdrawal
to PFPC Inc. and not to your Financial Advisor.
--------------------------------------------------------------------------------
You are responsible for confirming that this Notice is received by PFPC Inc. To
assure good delivery, please send this page to PFPC Inc. and not to your
Financial Advisor.
--------------------------------------------------------------------------------
Ladies and Gentlemen:
Please withdraw the tender previously submitted by the undersigned in a Letter
of Transmittal.
--------------------------------------------------------------------------------
FOR INDIVIDUAL MEMBERS AND JOINT TENANTS:
--------------------------------------------------------------------------------
Signature:
------------------------------------------
(Signature of Owner(s) Exactly as Appeared
on Member Certification)/Date
--------------------------------------------------------------------------------
Print Name of Member:
------------------------------------------
--------------------------------------------------------------------------------
Joint Tenant Signature:
(If joint tenants, both must sign.)
------------------------------------------
(Signature of Owner(s) Exactly as Appeared
on Member Certification)/Date
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Print Name of Joint Tenant:
------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FOR OTHER MEMBERS:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Signature:
------------------------------------------
(Signature of Owner(s) Exactly as Appeared
on Member Certification)/Date
--------------------------------------------------------------------------------
Print Name of Member:
------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Print Name of Signatory and Title:
------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Co-Signatory if necessary
------------------------------------------
(Signature of Owner(s) Exactly as Appeared
on Member Certification)/Date
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Print Name and Title of Co-Signatory:
------------------------------------------
--------------------------------------------------------------------------------
EXHIBIT (a)(5)(v)
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Issuer
Tender Offer Statement on Schedule TO of our report dated May 22, 2006, relating
to the financial statements and financial highlights which appear in the March
31, 2006 Annual Report to Shareholders of The Topiary Fund for Benefit Plan
Investors (BPI) LLC, and of our report dated May 22, 2006, relating to the
financial statements and financial highlights which appear in the March 31, 2006
Annual Report to Shareholders of The Topiary Master Fund for Benefit Plan
Investors (BPI) LLC, both of which are incorporated by reference into the Issuer
Tender Offer Statement.
/s/ PricewaterhouseCoopers LLP
New York, New York
November 10, 2006