UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-CSR

   CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

                  Investment Company Act file number 811-21605
                                                     ---------

          The Topiary Master Fund for Benefit Plan Investors (BPI) LLC
       ------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

                                 345 Park Avenue
                               New York, NY 10154
       ------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                     John H. Kim, Director & Senior Counsel
                            Deutsche Asset Management
                                 345 Park Avenue
                               New York, NY 10154
       ------------------------------------------------------------------
                     (Name and address of agent for service)

        registrant's telephone number, including area code: 212-454-6849
                                                            ------------
                        Date of fiscal year end: March 31
                                                 --------

                  Date of reporting period: September 30, 2006
                                            ------------------

Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the  transmission to stockholders of
any report that is required to be transmitted to  stockholders  under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1).  The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.

A registrant  is required to disclose the  information  specified by Form N-CSR,
and the  Commission  will make this  information  public.  A  registrant  is not
required to respond to the  collection  of  information  contained in Form N-CSR
unless the Form  displays a  currently  valid  Office of  Management  and Budget
("OMB")  control number.  Please direct comments  concerning the accuracy of the
information  collection  burden  estimate and any  suggestions  for reducing the
burden to  Secretary,  Securities  and Exchange  Commission,  100 F Street,  NE,
Washington,  DC 20549. The OMB has reviewed this collection of information under
the clearance requirements of 44 U.S.C. ss. 3507.






ITEM 1. REPORTS TO STOCKHOLDERS.

The Report to Shareholders is attached herewith.

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

                              FINANCIAL STATEMENTS

                                   (unaudited)

                   For the Six Months Ended September 30, 2006


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

                              Financial Statements

                                   (unaudited)

                   For the Six Months Ended September 30, 2006




                                    CONTENTS

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


                                                                             1
          The Topiary Master Fund for Benefit Plan Investors (BPI) LLC

              Statement of Assets, Liabilities and Members' Capital
                                   (unaudited)
                               SEPTEMBER 30, 2006

ASSETS
Investments in investment funds, at fair value (cost $71,836,108)    $81,627,381
Cash and cash equivalents                                              4,984,871
Investments in investment funds made in advance                        1,900,000
Receivable for investment funds sold                                   1,118,856
Receivable from Advisor                                                   71,603
Prepaid expenses                                                          39,168
Other assets                                                              13,706
                                                                     -----------
         TOTAL ASSETS                                                $89,755,585
                                                                     ===========



LIABILITIES
Subscriptions received in advance                                      3,221,728
Management fee payable                                                   227,537
Professional fees payable                                                101,760
Taxes payable                                                             95,966
Board preparation fees payable                                            68,750
Registration fees payable                                                 37,004
Administration fees payable                                               26,668
Investor services fees payable                                            26,510
Custodian fees payable                                                     2,200
Other fees payable                                                        23,350
                                                                     -----------
         TOTAL LIABILITIES                                             3,831,473
                                                                     -----------

MEMBERS' CAPITAL                                                      85,924,112
                                                                     -----------

TOTAL LIABILITIES AND MEMBERS' CAPITAL                               $89,755,585
                                                                     ===========


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

                                       1


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

                             Schedule of Investments
                                   (unaudited)
                               September 30, 2006




                                                                                                                        % OF
                                                                                                                       MEMBERS'
STRATEGY             INVESTMENT FUND                                    COST         FAIR VALUE           LIQUIDITY    CAPITAL
--------             ---------------                                    ----         ----------           ---------    -------
                                                                                                         
Event Driven         Avenue Europe Investments, L.P.                $    932,212     $ 1,175,564          Quarterly      1.4%
                     Gracie Capital L.P.                               2,000,000       2,241,634          Annually       2.6%
                     Harbinger Capital Partners I, L.P.                1,374,965       1,721,302          Quarterly      2.0%
                     Jana Partners Qualified, L.P.                     2,450,000       2,696,026          Quarterly      3.1%
                     Marathon Special Opportunity Fund, L.P.           1,500,000       1,758,638          Annually       2.0%
                     Merced Partners, L.P.                             1,550,000       1,906,150          Annually       2.2%
                     Perry Partners, L.P.                              2,600,000       3,004,144          Annually       3.5%
                     Strategic Value Restructuring Fund, L.P.            870,036       1,211,576          Annually       1.5%
                     Venor Capital Partners, L.P.                      1,500,000       1,577,606          Quarterly      1.8%
                                                                    ---------------------------------------------------------
Total Event Driven                                                    14,777,213      17,292,640                        20.1%

Global Macro         Anglian Commodities U.S. Feeder Fund, L.L.C.        900,000       1,032,063          Annually       1.2%
                     Bear Stearns Emerging Markets Macro Fund, L.P.      700,000         803,785          Monthly        0.9%
                     Bridgewater Pure Alpha Trading Fund I             1,112,167       1,248,284          Monthly        1.4%
                     Drawbridge Global Macro Fund, L.P.                1,352,845       1,798,332          Quarterly      2.1%
                     Gondwana Fund, Ltd.                                 850,000         822,225          Monthly        1.0%
                     Grinham Diversified Fund Ltd.                       800,000         784,517          Monthly        0.9%
                     GSA Capital Macro Partners, L.P.                    700,000         684,864          Monthly        0.8%
                     Red Kite Compass Fund, L.P.                         500,000         573,750          Quarterly      0.7%
                                                                    ----------------------------                        -----
Total Global Macro                                                     6,915,012       7,747,820                         9.0%

Long/Short Equity    Artha Emerging Markets Fund, L.P.                 1,050,000       1,505,040          Quarterly      1.8%
                     Blue Crest Equity Fund, L.P.                      1,650,000       1,638,828          Quarterly      1.9%
                     Bonanza Partners L.P.                             1,250,000       1,434,326          Quarterly      1.7%
                     Delta Fund Europe L.P.                            1,532,438       2,250,741          Quarterly      2.6%
                     Delta Institutional L.P.                          1,650,000       1,623,131          Quarterly      1.9%
                     Gandhara Fund L.P.                                1,870,000       2,076,287          Quarterly      2.4%
                     Hard Assets Partners, L.P.                        1,200,000       1,546,322          Monthly        1.8%
                     Hayground Cove Institutional Partners, L.P.       1,150,000       1,336,084          Quarterly      1.5%
                     Ivory Flagship Fund, L.P.                         1,400,000       1,813,578          Monthly        2.1%
                     Kinetics Partners, L.P.                           1,260,805       1,769,782          Quarterly      2.1%


   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 (continued)
                                   (unaudited)
                               September 30, 2006




                                                                                                                        % OF
                                                                                                                       MEMBERS'
STRATEGY             INVESTMENT FUND                                    COST         FAIR VALUE           LIQUIDITY    CAPITAL
--------             ---------------                                    ----         ----------           ---------    -------
                                                                                                         
                     Prism Partners QP, L.P.                          $1,575,000      $1,639,872          Quarterly      1.9%
                     Seligman Tech Spectrum Fund LLC                   1,375,000       1,620,330          Quarterly      1.9%
                     SR Global, L.P. Asia                              1,625,000       2,160,823          Monthly        2.5%
                     TCS Capital II, L.P.                              1,475,000       2,001,934          Annually       2.3%
                     Third Coast Capital QP, L.P.                      1,400,000       1,398,790          Quarterly      1.6%
                     Torrey Pines Fund, L.L.C                            899,024       1,040,476          Quarterly      1.2%
                     Tracer Capital Partners QP, LP                    1,700,000       2,033,952          Quarterly      2.4%
                     UC Financials Fund Limited                        1,350,000       1,876,981          Monthly        2.2%
                     WF Japan Fund Limited                               750,000         774,348          Monthly        0.9%
                                                                    ----------------------------                        -----
Total Long/Short Equity                                               26,162,267      31,541,625                        36.7%

Relative Value       All Blue Limited                                  1,600,000       1,548,580          Monthly        1.8%
                     Amaranth Capital Partners, LLC                    2,150,000       1,021,375          Annually       1.2%
                     Black River Global Multi-Strategy
                        Leveraged Fund, L.L.C.                         2,900,000       3,033,179          Annually       3.5%
                     Blue Crest Capital, L.P.                            750,000         719,405          Quarterly      0.8%
                     Bogle World Fund, L.P.                            2,400,000       2,773,974          Quarterly      3.2%
                     Citadel Wellington Partners, L.L.C                3,400,000       4,394,568          Quarterly      5.1%
                     D.B. Zwirn Special Opportunities, L.P.            1,250,000       1,341,165          Annually       1.6%
                     Ellington Overseas Partners, Ltd.                 1,150,000       1,289,183          Annually       1.5%
                     HBK Offshore Fund Ltd.                            3,400,000       3,691,894          Quarterly      4.3%
                     Highbridge Asia Opportunities Fund, L.P.          1,150,000       1,154,830          Quarterly      1.4%
                     Julius Baer Diversified Fixed Income Hedge
                        Fund                                             881,616         977,351          Monthly        1.2%
                     Linden International Ltd.                         1,950,000       2,003,714          Quarterly      2.3%
                     Marathon Fund L.P.                                1,000,000       1,096,078          Monthly        1.3%

                                                                    ----------------------------                        -----
Total Relative Value                                                  23,981,616      25,045,296                        29.2%
                                                                    ----------------------------                        -----
                  Total                                              $71,836,108     $81,627,381                        95.0%
                                                                                                                       ------
                  Other Assets in Excess of Liabilities                                4,296,731                         5.0%
                                                                                     -----------                       ------
                  Members' Capital                                                   $85,924,112                       100.0%
                                                                                     ===========                       ======


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

                                       3


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


                             Statement of Operations
                                   (unaudited)
                   For the Six Months Ended September 30, 2006




                                                                                
INVESTMENT INCOME
   Interest income                                                                    $    62,468


EXPENSES
   Management fees                                                      $ 408,588
   Professional fees                                                      160,798
   Board of Directors fees and expenses                                    61,233
   Administration fees                                                     55,388
   Investor services fees                                                  38,563
   Insurance fees                                                          32,955
   Registration fees                                                       14,438
   Custodian fees                                                           8,509
   Printing fees                                                            5,000
   Other expenses                                                             618
                                                                        ---------
       Total expenses                                                     786,090

   Management fees waived by Adviser                                      (69,547)
                                                                        ---------

       Net expenses                                                                       716,543
                                                                                      -----------
       NET INVESTMENT LOSS                                                               (654,075)
                                                                                      -----------

   Losses from investment fund transactions
       Net realized loss from investment funds redeemed                  (234,133)
       Net change in unrealized depreciation on investment funds         (398,307)
                                                                        ---------
       NET LOSSES FROM INVESTMENT FUNDS TRANSACTIONS                                     (632,440)
                                                                                      -----------

   NET DECREASE IN MEMBERS' CAPITAL DERIVED FROM OPERATIONS                           $(1,286,515)
                                                                                      ============


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

                                       4


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

                    Statements of Changes in Members' Capital




                                                                 FOR THE SIX
                                                                MONTHS ENDED              YEAR ENDED
                                                             SEPTEMBER 30, 2006         MARCH 31, 2006
                                                                 (UNAUDITED)              (UNAUDITED)
                                                             ------------------         --------------
                                                                                    
FROM INVESTMENT ACTIVITIES
   Net investment loss                                          $  (654,075)              $(1,084,665)
   Net realized gains (losses) of investment funds
      redeemed                                                     (234,133)                  998,415
   Net change in unrealized appreciation (depreciation)
      on investment funds                                          (398,307)                7,700,870
                                                                -----------               -----------
      NET INCREASE (DECREASE) IN MEMBERS' CAPITAL
         DERIVED FROM OPERATIONS                                 (1,286,515)                7,614,620

FROM MEMBERS' CAPITAL TRANSACTIONS

   Subscriptions                                                 16,664,810                36,559,361
   Redemptions                                                   (1,424,904)              (27,011,363)
   Distributions                                                    (40,601)                 (165,055)
                                                                -----------               -----------
      NET CHANGE IN MEMBERS' CAPITAL FROM CAPITAL
         TRANSACTIONS                                            15,199,305                 9,382,943
                                                                -----------               -----------
      NET CHANGE IN MEMBERS' CAPITAL                             13,912,790                16,997,563

Members' Capital at beginning of period                          72,011,322                55,013,759
                                                                -----------               -----------
Members' Capital at end of period                               $85,924,112               $72,011,322
                                                                ===========               ===========


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

                                       5


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

                             Statement of Cash Flows
                                   (unaudited)
                   For the Six Months Ended September 30, 2006



                                                                             
CASH FLOWS FROM OPERATING ACTIVITIES
   Net decrease in Members' Capital from operations                             $ (1,286,515)
   Adjustments to reconcile net decrease in Members' Capital from
   operations to net cash used in operating
   activities:
      Purchases of investment funds                                              (18,475,000)
      Sales of investment funds                                                    4,652,338
      Net realized losses from investment funds redeemed                             234,133
      Net change in unrealized depreciation on investment funds                      398,307
      Decrease  in investment in investment funds made in advance                  3,050,000
      Decrease in receivable for investment funds sold                               942,015
      Increase in receivable from Advisor                                            (43,106)
      Increase in prepaid expenses                                                   (26,635)
      Increase in other assets                                                        (7,823)
      Increase in management fee payable                                             120,634
      Decrease in professional fees payable                                          (86,252)
      Increase in taxes payable                                                       65,118
      Increase in board preparation fees payable                                      18,750
      Increase in registration fees payable                                            7,403
      Increase in administration fees payable                                         13,334
      Increase in investor services fees payable                                      15,000
      Increase in other fees payable                                                  13,063
                                                                                ------------
         NET CASH USED IN OPERATING ACTIVITIES                                   (10,395,236)
                                                                                ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Subscriptions                                                                  16,663,381
   Redemptions                                                                    (1,424,904)
   Distributions                                                                     (40,601)
                                                                                ------------
      NET CASH PROVIDED BY FINANCING ACTIVITIES                                   15,197,876
                                                                                ------------

NET INCREASE IN CASH                                                               4,802,640
Cash and cash equivalents at beginning of period                                     182,231
                                                                                ------------
Cash and cash equivalents at end of period                                      $  4,984,871
                                                                                ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW ACTIVITY
Taxes paid                                                                      $        983
                                                                                ------------


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

                                       6


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

                              Financial Highlights



                                                                                     PERIOD FROM
THE FOLLOWING REPRESENTS                                                          OCTOBER 1, 2004
THE RATIOS TO AVERAGE                                                              (COMMENCEMENT
NET ASSETS AND OTHER                        FOR THE SIX                            OF OPERATIONS)
FINANCIAL HIGHLIGHTS                       MONTHS ENDED           YEAR ENDED       THROUGH MARCH
INFORMATION FOR THE                     SEPTEMBER 30, 2006      MARCH 31, 2006        31, 2005
PERIOD/YEAR:                                (UNAUDITED)           (UNAUDITED)        (UNAUDITED)
                                        ---------------------------------------------------------

                                                                            
   Ratios to average net assets:

      Net investment loss (b)                (1.60%)(a)             (1.60%)            (1.67%)(a)

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

Total return                                 (1.43%)(d)             11.27%              5.04% (d)

Portfolio turnover rate                          6%                    39%                 3%

Members' Capital, end of
period (thousands)                        $ 85,924                $72,011            $55,014


(a) Annualized for periods of less than one year.
(b) The Adviser waived $69,547 of fees for the six months ended September 30, 2006. The net
    investment loss ratio would have been 0.17% greater and the total expenses ratio would have
    been 0.17% greater had these fees and expenses not been waived and reimbursed by the Adviser.
    The Adviser waived and reimbursed $113,973 and $265,284 of fees and expenses for the periods
    ended March 31, 2006 and 2005, respectively. The net investment loss ratio would have been
    0.17% and 1.17% greater and the total expenses ratio would have been 0.17% and 1.17% greater
    had these fees and expenses not been waived and reimbursed by the Adviser.
(c) Expense ratios for the underlying Investment Funds are not included in the Fund's expense
    ratio.
(d) Not annualized.



The above ratios and total returns are calculated for all Members taken as a
whole. An individual investor's return may vary from these returns based on the
timing of capital transactions.

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

                                       7


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

1.  ORGANIZATION

The Topiary  Master Fund for Benefit Plan  Investors  (BPI) LLC (the "Fund") was
organized as a Delaware limited  liability company on July 16, 2004. The Fund is
registered  under the  Investment  Company  Act of 1940,  as amended  (the "1940
Act"), as a closed-end,  non-diversified,  management  investment  company.  The
Fund's  interests (the  "Interests")  are registered under the Securities Act of
1933,  as amended (the "1933  Act"),  but are subject to  substantial  limits on
transferability and resale.

The Fund's investment  objective is to generate  long-term capital  appreciation
through a diversified  portfolio with  volatility that is lower than that of the
equity markets and returns that demonstrate little to no correlation with either
equity  or bond  markets.  The Fund acts as a "Master  Fund"  utilizing  capital
generated by investments by The Topiary Offshore Fund for Benefit Plan Investors
(BPI) LDC (the "Offshore Fund") and through direct investments by other Members.
The Offshore  Fund's capital is generated by investments by The Topiary Fund for
Benefit Plan Investors  (BPI) LLC (the "Onshore  Fund").  At September 30, 2006,
the investment by the Offshore Fund constitutes 98.7% 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
1.3%,  comprises a direct  investment  by DBAH  Capital  LLC, an affiliate of DB
Investment  Managers,  Inc.  The Fund will  attempt  to achieve  its  investment
objective by investing in the securities of  approximately  50 to 100 Investment
Funds (the "Investment Funds") to be managed pursuant to various alternatives or
non-traditional investment strategies,  which may be viewed as encompassing four
broadly defined primary  categories;  Relative Value;  Event Driven;  Long/Short
Equity; and Global Macro. The Fund commenced operations on October 1, 2004.

The Fund's Board of Directors (the "Board") has overall responsibility to manage
and control the  business  operations  of the Fund on behalf of the members (the
"Members").  All of the Board are and will be  persons  who are not  "interested
persons" (as defined in the 1940 Act) with respect to the Fund.

DB Investment Managers, Inc. (the "Adviser") serves as the investment adviser of
the Fund  subject to the  ultimate  supervision  of and subject to any  policies
established  by the Board,  pursuant  to the terms of an  investment  management
agreement with the Fund (the "Investment Management Agreement"). Pursuant to the
Investment  Management  Agreement,  the Adviser  provides  the Fund with ongoing
investment guidance,  policy direction,  and monitoring of the Fund. The Adviser
is an indirect wholly owned subsidiary of Deutsche Bank AG ("Deutsche Bank"), an
international  commercial and investment  banking group, and is registered as an
investment  adviser under the  Investment  Advisers Act of 1940, as amended (the
"Advisers Act").

Generally,  initial  and  additional  applications  for  interests  by  eligible
investors  may be  accepted  at such times as the Fund may  determine.  The Fund
reserves the right to reject any  applications  for  interests in the Fund.  The
Fund from time to time may offer to

                                       8


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

1.  ORGANIZATION (CONTINUED)

repurchase  Interests.  These repurchases will be made at such times and on such
terms  as  may be  determined  by  the  Board,  in  its  complete  and  absolute
discretion.  On behalf of non-U.S.  Members the Fund withholds and pays taxes on
U.S. source income allocated from Investment Funds.

2.  SIGNIFICANT ACCOUNTING POLICIES

A.   PORTFOLIO VALUATION

The net asset  value of the Fund is  determined  by or at the  direction  of the
Adviser  as of the  last  business  day of each  month  in  accordance  with the
valuation  principles set forth below or as may be determined  from time to time
pursuant to policies established by the Board.

The net asset value of the Fund  equals the value of the Fund's  assets less the
Fund's liabilities,  including accrued fees and expenses. The Fund's investments
in the  Investment  Funds are considered to be illiquid and can only be redeemed
periodically.  The  Board has  approved  procedures  pursuant  to which the Fund
values its  investments in Investment  Funds at fair value.  In accordance  with
these  procedures,  fair  value as of each  month-end  ordinarily  is the  value
determined as of such month-end for each  Investment Fund in accordance with the
Investment  Fund's  valuation  policies  and  reported at the time of the Fund's
valuation.  As a general  matter,  the fair value of the Fund's  interest  in an
Investment Fund represents the amount that the Fund could  reasonably  expect to
receive from an Investment Fund if the Fund's interest were redeemed at the time
of the  valuation,  based on  information  reasonably  available at the time the
valuation is made and that the Fund  believes to be reliable.  In the event that
an  Investment  Fund does not report a  month-end  value to the Fund on a timely
basis,  the Fund would determine the fair value of such Investment Fund based on
the most  recent  value  reported  by the  Investment  Fund,  as well any  other
relevant  information  available at the time the Fund values its portfolio.  The
values assigned to these  investments are based on available  information and do
not necessarily  represent  amounts that might  ultimately be realized,  as such
amounts depend on future circumstances and cannot reasonably be determined until
the individual investments are actually liquidated.

B.   INCOME RECOGNITION AND SECURITY TRANSACTIONS

Interest income is recorded on an accrual basis.  Dividend income is recorded on
the   ex-dividend   date.   Realized  gains  and  losses  from  investment  fund
transactions  are  calculated  on the  identified  cost basis.  Investments  are
recorded on the effective date of the subscription in the Investment Fund.

                                       9


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

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

C.   FUND COSTS

The Fund bears all expenses  incurred in its business  other than those that the
Adviser assumes.  The expenses of the Fund include,  but are not limited to, the
following:  all  costs and  expenses  related  to  investment  transactions  and
positions for the Fund's  account;  legal fees;  accounting  and auditing  fees;
custodial  fees;  costs of  computing  the  Fund's  net  asset  value;  costs of
insurance;  registration expenses;  due diligence,  including travel and related
expenses;  expenses of meetings of the Board and Members; all costs with respect
to  communications  to  Members;  and other types of expenses as may be approved
from time to time by the Board.

D.   INCOME TAXES

The Fund intends to operate and has elected to be treated as a  partnership  for
Federal  income tax  purposes.  Accordingly,  no  provision  for the  payment of
Federal,  state  or local  income  taxes  has  been  provided.  Each  Member  is
individually  required to report on its own tax return its distributive share of
the Fund's taxable income or loss. On behalf of the Fund's foreign members', the
Fund  withholds  and  pays  taxes on U.S.  source  income  and U.S.  effectively
connected  income,  if any,  allocated from underlying  Investment  Funds to the
extent such income is not exempted from withholdings  under the Internal Revenue
Code and  Regulations  there  under.  Such amounts are treated by the Members as
withholding  tax credits for federal  income tax purposes.  The actual amount of
such  taxes is not  known  until all K-1s from  underlying  funds are  received,
usually in the following tax year. Prior to the final determination,  the amount
of the tax is estimated based on information  available.  The final tax could be
different from the estimated tax and the difference could be significant.

E.   CASH AND CASH EQUIVALENTS

Cash and cash  equivalents  consist of monies on deposit at PNC Bank,  N.A.  The
Fund treats all  financial  instruments  that mature within three months as cash
equivalents.

F.   USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires the Adviser to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements  and  accompanying  notes.  The Adviser  believes  that the estimates
utilized  in  preparing  the Fund's  financial  statements  are  reasonable  and
prudent; however, actual results could differ from these estimates.

                                       10


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

2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

H.   EXPENSE LIMITATION

Pursuant  to the Expense  Limitation  Agreement,  the Adviser has  contractually
agreed  to waive  fees  and/or  reimburse  the  Fund's  expenses  to the  extent
necessary to ensure that the Fund's annualized expenses (excluding the Incentive
Allocation,  if any) will not exceed  1.75%.  The  initial  term of the  Expense
Limitation Agreement is the first fiscal year of the Fund's operations, and will
be  automatically  renewed for each fiscal  year  thereafter  unless the Adviser
provides  written  notice to the Fund and the Master Fund of the  termination of
the  Expense  Limitation  Agreement  at  least  30 days  prior to the end of the
then-current term.

3.   MANAGEMENT FEE, RELATED PARTY TRANSACTIONS AND OTHER

The Adviser provides certain management and administration services to the Fund,
including,  among  other  things,  providing  office  space  and  other  support
services.  In  consideration  for such  management  services,  the Fund pays the
Adviser a monthly  management  fee (the  "Management  Fee") at an annual rate of
1.00% of the Fund's month end net assets,  including assets  attributable to the
Adviser (or its  affiliates)  and before giving effect to any repurchases by the
Fund.  The  Management  Fee  accrues  monthly  and is payable at the end of each
quarter. Management fee for the six months ended September 30, 2006 was $408,588
of which $227,537 was payable at period end.

The  Adviser  has   contractually   agreed  to  a  waiver  of  its  fees  and/or
reimbursement  of the Fund's expenses to the extent necessary so that the Fund's
annualized expenses do not exceed 1.75% ("Expense Limitation  Agreement") during
the year through  March 31, 2006.  For the six months ended  September 30, 2006,
the Adviser waived management fees of $69,547.

In   accordance   with  the   terms  of  the   administration   agreement   (the
"Administration  Agreement")  and with the approval of the Fund's  Board,  PFPC,
Inc.  (an  affiliate  of  PNC  Bank,   N.A.)  ("PFPC")   serves  as  the  Fund's
administrator  pursuant to the  administration  agreement  between  PFPC and the
Fund.  Under the  Administration  Agreement,  PFPC provides  administrative  and
accounting  services to the Fund. As compensation  for services set forth herein
that are rendered by PFPC during the term of this Agreement,  the Fund pays PFPC
a fee for services rendered.

The Fund has entered into an investor services agreement with PFPC, whereby PFPC
provides  investor  services  and transfer  agency  functions  for the Fund.  As
compensation  for services set forth herein that are rendered by PFPC during the
term of this Agreement, the Fund pays PFPC a fee for services rendered.

The Adviser has also retained one of its affiliates,  Investment Company Capital
Corporation  ("ICCC"),  to provide  sub-administration  services pursuant to the
Board services agreement.

                                       11


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

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

Under this  agreement,  ICCC,  among  other  things:  drafts  Board  agendas and
resolutions;  prepares Board  materials;  communicates  with the Directors;  and
drafts Board-meeting minutes. As compensation for services set forth herein that
are  rendered by ICCC during the term of this  Agreement,  the Funds pays ICCC a
fee for services rendered.

Each  Board  member  who is  not  an  employee  of  the  Adviser,  or one of its
affiliates,  receives an annual  retainer of $8,000 plus a fee for each  meeting
attended. The chairman of the audit committee also receives an additional annual
fee of $1,000.  These  Board  members  are also  reimbursed  by the Fund for all
reasonable out of pocket expenses.

PFPC Trust Company (also an affiliate of PNC Bank,  N.A.) serves as custodian of
the Fund's assets and provides custodial services to the Fund.

Under  the  terms  of  an  investor  servicing  agreement  (the  "  Underwriting
Agreement") between the Fund and Scudder Distributors, Inc. (the "Distributor"),
the Distributor is authorized to retain brokers,  dealers and certain  financial
advisers ("Investor Service Providers") to provide ongoing investor services and
account  maintenance   services  to  Members  that  are  their  customers.   The
Distributor  bears all of its  expenses of  providing  distribution  services as
described under the Underwriting Agreement.

4.   SECURITY TRANSACTIONS

As of September 30, 2006, the Fund had investments in Investment  Funds, none of
which were related parties.  Aggregate purchases of Investment Funds amounted to
$18,475,000 and aggregate  sales of Investment  Funds amounted to $4,652,338 for
the six months ended September 30, 2006.

At September 30, 2006, the estimated cost of investments  for Federal income tax
purposes  was  $71,836,108.  As of that date,  net  unrealized  appreciation  on
investments  was  estimated  to  be  $9,791,273,  made  up of  gross  unrealized
appreciation on investments of $11,099,558 and gross unrealized  depreciation on
investments of $1,308,285.

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.

                                       12


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

6.       CONCENTRATION OF RISK

The Master Fund invests  primarily in Investment  Funds that are not  registered
under  the 1940 Act and  invest  in and  actively  trade  securities  and  other
financial  instruments  using  different  strategies and investment  techniques,
including  leverage,  that may involve significant risks. These Investment Funds
may invest a high  percentage of their assets in specific  sectors of the market
in order to achieve a potentially  greater  investment  return. As a result, the
Investment Funds may be more susceptible to economic,  political, and regulatory
developments in a particular sector of the market, positive or negative, and may
experience increased volatility of the Investment Funds' net asset value.

Various risks are also  associated  with an  investment  in the Fund,  including
risks  relating to the  multi-manager  structure of the Fund,  risks relating to
compensation arrangements and risks relating to limited liquidity.

7.  GUARANTOR OBLIGATIONS AND INDEMNIFICATIONS

In the normal course of business,  the Fund enters into contracts that contain a
variety of warranties and representations that provide general indemnifications.
The Fund's maximum exposure under these  arrangements is unknown,  as this would
involve  future  claims  that may be made  against  the Fund  that  have not yet
occurred. However, the Fund's management expects the risk of loss to be remote.

8.  RECENT ACCOUNTING PRONOUNCEMENT

On July 13, 2006, the Financial  Accounting Standards Board (FASB) released FASB
Interpretation No. 48 "Accounting for Uncertainty in Income Taxes" (FIN 48). FIN
48 provides  guidance for how  uncertain  tax  positions  should be  recognized,
measured,  presented and disclosed in the financial statements.  FIN 48 requires
evaluation  of tax  positions  taken or  expected  to be taken in the  course of
preparing  the Fund's tax returns to  determine  whether the tax  positions  are
"more-likely-than-not"  of being sustained by the applicable tax authority.  Tax
positions  not  deemed  to meet  the  more-likely-than-not  threshold  would  be
recorded as a tax benefit or expense in the current year.  Adoption of FIN 48 is
required for fiscal years beginning after December 15, 2006 and is to be applied
to all open tax years as of the  effective  date.  At this time,  management  is
evaluating the implications of FIN 48 and its impact in the financial statements
has not yet been determined.

9.  SUBSEQUENT EVENT

In October 2006, the Fund effected subscriptions from Members of $3,351,678,  of
which $3,221,728 were received prior to October 1, 2006.

                                       13


THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (UNAUDITED)
--------------------------------------------------------------------------------

The business of the Fund is managed under the direction of the Board. Subject to
the  provisions of the Operating  Agreement and Delaware law, the Directors have
all  powers  necessary  and  convenient  to carry  out the  responsibility.  The
Directors and Officers of the Fund, their addresses, their ages and descriptions
of their principal occupations during the past five years are listed below.




------------------------------------------------------------------------------------------------------------------------------------
                                                                                            NUMBER OF
                                                                                           PORTFOLIOS
                                                      TERM OF           PRINCIPAL            IN FUND
                                        POSITION(S)  OFFICE(i) &      OCCUPATION(S)          COMPLEX               OTHER
                                         HELD WITH   LENGTH OF       DURING THE PAST       OVERSEEN BY         DIRECTORSHIPS
        NAME, ADDRESS AND AGE              FUND     TIME SERVED          5 YEARS            DIRECTOR          HELD BY DIRECTOR
------------------------------------------------------------------------------------------------------------------------------------

INDEPENDENT DIRECTORS
------------------------------------------------------------------------------------------------------------------------------------
                                                                                          
Nolan T. Altman (ii)                    Director    Since         President, NTA                3        Director, State
c/o The Topiary Master Fund for                     inception     Consulting (financial                  University of New York at
Benefit Plan Investors (BPI) LLC                                  services consulting)                   Albany Foundation (1998
25 DeForest Ave.                                                  (2001 to present).                     to present); Director,
Summit, NJ  07901-2154                                            Formerly, Chief                        Phinity Offshore Fund,
(9/18/55)                                                         Financial Officer,                     Ltd., Tiger Asia Overseas
                                                                  Tiger Management                       Fund, Ltd. Offshore Fund;
                                                                  (Investment adviser                    Tiger Global, Ltd., TS I
                                                                  to hedge funds) (1993                  Offshore Limited (2004 to
                                                                  to 2001).                              present); Tiger Consumer
                                                                                                         Partners Offshore Fund,
                                                                                                         Ltd (2006).
------------------------------------------------------------------------------------------------------------------------------------



----------
(i)   Each  Director  serves for the  duration of the Fund,  or until his death,
      resignation, termination, removal or retirement.

(ii)  Since March 2003, Messrs.  Altman and Citron have served as members of the
      Conflicts  Advisory Board of certain private  investment  funds managed by
      DBIM  or  its  affiliates.  This  Conflicts  Advisory  Board  meets  on an
      intermittent basis to evaluate whether specific transactions involving the
      private  investment  funds  raise  conflicts  of interest  with DBIM,  its
      affiliates, or accounts managed by DBIM or its affiliates.



                                       14


THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (CONTINUED)(UNAUDITED)
--------------------------------------------------------------------------------




------------------------------------------------------------------------------------------------------------------------------------
                                                                                            NUMBER OF
                                                                                           PORTFOLIOS
                                                      TERM OF           PRINCIPAL            IN FUND
                                        POSITION(S)  OFFICE(i) &      OCCUPATION(S)          COMPLEX               OTHER
                                         HELD WITH   LENGTH OF       DURING THE PAST       OVERSEEN BY         DIRECTORSHIPS
        NAME, ADDRESS AND AGE              FUND     TIME SERVED          5 YEARS            DIRECTOR          HELD BY DIRECTOR
------------------------------------------------------------------------------------------------------------------------------------

INDEPENDENT DIRECTORS (CONTINUED)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                
Louis S. Citron (ii)                   Director     Since         General Counsel, New          3              None
c/o The Topiary Master Fund for                     Inception     Enterprise Associates
Benefit Plan Investors (BPI) LLC                                  (venture capital firm)
25 DeForest Ave.                                                  (2001 to present).
Summit, NJ  07901-2154
(1/31/65)
------------------------------------------------------------------------------------------------------------------------------------


                                       15


THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (CONTINUED)(UNAUDITED)
--------------------------------------------------------------------------------




------------------------------------------------------------------------------------------------------------------------------------
                                                                                            NUMBER OF
                                                                                           PORTFOLIOS
                                                      TERM OF           PRINCIPAL            IN FUND
                                        POSITION(S)  OFFICE(i) &      OCCUPATION(S)          COMPLEX               OTHER
                                         HELD WITH   LENGTH OF       DURING THE PAST       OVERSEEN BY         DIRECTORSHIPS
        NAME, ADDRESS AND AGE              FUND     TIME SERVED          5 YEARS            DIRECTOR          HELD BY DIRECTOR
------------------------------------------------------------------------------------------------------------------------------------

INDEPENDENT DIRECTORS (CONTINUED)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                           
Edward T. Tokar                         Director      Since        Sr. Managing Director         3        Director, Gabelli
c/o The Topiary Master Fund for                       Inception    of Investments, Beacon                 Dividend & Income
Benefit Plan Investors (BPI) LLC                                   Trust Co. (2004 to                     Trust (2003 to
25 DeForest Ave.                                                   present); Chief                        present); Trustee,
Summit, NJ  07901-2154                                             Executive Officer,                     Levco Series Trust
(6/12/47)                                                          Allied Capital Mgmt.                   Mutual Funds    (2
                                                                   LLC (registered                        portfolios) (2001 to
                                                                   investment adviser -                   present); Director,
                                                                   wholly owned subsidiary                Allied Capital
                                                                   of Honeywell) (1998 to                 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).
------------------------------------------------------------------------------------------------------------------------------------


                                       16


THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (CONTINUED)(UNAUDITED)
--------------------------------------------------------------------------------




OFFICERS
---------------------------------------------------------------------------------------------------------------------

        NAME, ADDRESS AND AGE          POSITIONS HELD WITH FUND           PRINCIPAL OCCUPATION(S) DURING THE
                                                                                     LAST 5 YEARS
---------------------------------------------------------------------------------------------------------------------
                                                           
Pamela Kiernan(iii)                  President                   Chief Operating Officer, DB Absolute Return
DB Absolute Return Strategies                                    Strategies (2005 to present).  Formerly, Chief
280 Park Avenue, 9Th Floor                                       Operating Officer - Americas, DB Advisors LLC
New York, NY 10017                                               (2004); Chief Operations Officer - America, Deutsche
(9/16/68)                                                        Bank Global Equities (2002 to 2004); Business
                                                                 Management - Trading, Deutsche Bank Global Equities
                                                                 (1997 to 2002).
---------------------------------------------------------------------------------------------------------------------
Joshua Kestler(iii)                  Vice President              Head of Product Structuring, DB Absolute Return
Deutsche Asset Management                                        Strategies (2004 to present); Associate, Schulte
25 DeForest Ave., 2nd Floor                                      Roth & Zabel LLP (law firm) (2001-2004); Law Clerk,
Summit, NJ  07901-2154                                           Hon. James H. Coleman, New Jersey Supreme Court
(04/27/75) (2000-2001).
---------------------------------------------------------------------------------------------------------------------
Marielena Glassman(iii)              Treasurer,                  Chief Administration Officer, DB Absolute Return
Deutsche Asset Management            Principal                   Strategies (2002 to present).  Formerly Global Head
25 DeForest Ave., 2nd Floor          Financial & Accounting      of Business Management, Deutsche Asset Management
Summit, NJ  07901-2154               Officer                     (1990 to 2002): Co-Head of Global Portfolio
(06/06/63)                                                       Management product, Bankers Trust Private Banking
                                                                 (1996-1999).
---------------------------------------------------------------------------------------------------------------------
Neil Novembre(iii)                   Assistant Treasurer         Head of Fund Accounting, DB Absolute Return
Deutsche Asset Management                                        Strategies (2002 to present).  Formerly,
25 DeForest Ave., 2nd Floor                                      Assurance/Business Advisory Services,
Summit, NJ  07901-2154                                           PricewaterhouseCoopers, New York (2000-2002);
(06/18/73)                                                       Rothstein, Kass & Company, New Jersey (hedge fund
                                                                 administrator)(1996-2000).
---------------------------------------------------------------------------------------------------------------------


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

                                       17


THE TOPIARY MASTER FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
DIRECTORS AND OFFICERS BIOGRAPHICAL DATA (CONTINUED)(UNAUDITED)
--------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
                                        
Anthony Conte(iii)        Assistant           Head of Alternative Assets Compliance (06/2005 to present); Head of Compliance, DB
                          Treasurer           Absolute Return Deutsche Asset Management Strategies (2003 to present); Head of
                                              Business Risk, 345 Park Avenue DB Absolute Return Strategies (2001 to 2003); Head of
                                              New York, NY 10154 Asset Management Compliance, CIBC World Markets Corp. (3/28/69)
                                              (1999 to 2001).
------------------------------------------------------------------------------------------------------------------------------------
John  H.  Kim(iii)        Secretary           Director and Senior Counsel, Deutsche Asset Management Deutsche Asset Management
                                              (asset management division of Deutsche Bank) (2001 to 345 Park Avenue present); Sr.
                                              Associate, Wilkie Farr & Gallagher (law New York, NY 10154 firm) (1995 to 2001).
                                              (1/9/71)
------------------------------------------------------------------------------------------------------------------------------------
David  Goldman            Assistant           Vice President, Deutsche Asset Management (legal department) (2006 to present);
Deutsche Asset            Secretary           Assistant Vice 345 Park Avenue President, Deutsche Asset Management (2002 to 2005).
Management                                    New York, NY 10154 (12/24/73)
------------------------------------------------------------------------------------------------------------------------------------
Philip Gallo              Chief Compliance    Managing Director (April 2003 to present), Global Head of Asset Management Compliance
Deutsche Asset            Officer             (January 2004 to present and formerly Head of asset Management Compliance (April 2003
Management                                    to December 2004), Deutsche Asset Management. Chief Compliance Officer, DWS, Scudder
345 Park Avenue                               Family of Funds (October 2004 to present). Prior to joining Deutsche Asset
New York, NY  10154                           Management, Vice President and Associate General Counsel at Goldman Sachs until March
(8/02/62)                                     2003.
------------------------------------------------------------------------------------------------------------------------------------


The  Fund's   Statement  of  Additional   Information   ("SAI")  has  additional
information  about the Fund's  Directors  and Officers and is available  without
charge upon request. Contact your financial representative for a free prospectus
or SAI.


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

                                       18


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.

                                       19


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:


Long/Short Equity   36.7%
Relative Value      29.2%
Event Driven        20.1%
Global Macro         9.0%
Other Assets         5.0%



                                       20







ITEM 2. CODE OF ETHICS.

Not applicable.



ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable.



ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable.



ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.



ITEM 6. SCHEDULE OF INVESTMENTS.

Schedule of Investments in securities of unaffiliated issuers as of the close of
the  reporting  period is included as part of the report to  shareholders  filed
under Item 1 of this form.



ITEM 7.  DISCLOSURE  OF PROXY VOTING  POLICIES  AND  PROCEDURES  FOR  CLOSED-END
         MANAGEMENT INVESTMENT COMPANIES.

Not applicable.



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

There has been no change, as of the date of this filing, in any of the portfolio
managers  identified  in  response  to  paragraph  (a)(1)  of  this  Item in the
registrant's most recently filed annual report on Form N-CSR.



ITEM 9.  PURCHASES OF EQUITY  SECURITIES  BY  CLOSED-END  MANAGEMENT  INVESTMENT
         COMPANY AND AFFILIATED PURCHASERS.

Not applicable.



ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material  changes to the procedures by which the shareholders
may  recommend  nominees to the  registrant's  board of  directors,  where those
changes were  implemented  after the  registrant  last  provided  disclosure  in
response to the  requirements  of Item  7(d)(2)(ii)(G)  of Schedule  14A (17 CFR
240.14a-101), or this Item.


ITEM 11. CONTROLS AND PROCEDURES.

     (a)  The registrant's principal executive and principal financial officers,
          or persons  performing  similar  functions,  have  concluded  that the
          registrant's  disclosure  controls and  procedures (as defined in Rule
          30a-3(c)  under the  Investment  Company Act of 1940,  as amended (the
          "1940 Act") (17 CFR 270.30a-3(c))) are effective,  as of a date within
          90 days of the filing date of the report that includes the  disclosure
          required  by this  paragraph,  based  on  their  evaluation  of  these
          controls and  procedures  required by Rule 30a-3(b) under the 1940 Act
          (17 CFR  270.30a-3(b))  and Rules  13a-15(b)  or  15d-15(b)  under the
          Securities  Exchange Act of 1934, as amended (17 CFR  240.13a-15(b) or
          240.15d-15(b)).

     (b)  There  were no  changes  in the  registrant's  internal  control  over
          financial  reporting (as defined in Rule  30a-3(d)  under the 1940 Act
          (17 CFR  270.30a-3(d))  that occurred during the  registrant's  second
          fiscal  quarter  of  the  period  covered  by  this  report  that  has
          materially affected, or is reasonably likely to materially affect, the
          registrant's internal control over financial reporting.


ITEM 12. EXHIBITS.

     (a)(1)  Not applicable.

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

By (Signature and Title)*  /s/ Pamela Kiernan
                          -----------------------------------------------
                           Pamela Kiernan, President
                           (principal executive officer)

Date   December 4, 2006
     --------------------------------------------------------------------

Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934 and the
Investment  Company  Act of  1940,  this  report  has been  signed  below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.


By (Signature and Title)*  /s/ Pamela Kiernan
                          -----------------------------------------------
                           Pamela Kiernan, President
                           (principal executive officer)

Date   December 4, 2006
     --------------------------------------------------------------------

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

Date   December 4, 2006
     --------------------------------------------------------------------


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