As filed with the Securities and Exchange Commission on November 17, 2005
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)
Amendment No. 1
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)
890716 10 3
(CUSIP Number of Class of Securities)
John H. Kim
Director and Senior Counsel
Deutsche Asset Management
345 Park Avenue
New York, New York 10154
(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 Brown & Wood LLP
787 Seventh Avenue
New York, New York 10019
(212) 839-5300
June 23, 2005
(Date Tender Offer First Published,
Sent or Given to Security Holders)
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This final amendment relates to the Issuer Tender Offer Statement on
Schedule TO (the "Statement") originally filed on June 23, 2005 by The Topiary
Fund for Benefit Plan Investors (BPI) LLC (the "Fund"), in connection with an
offer by the Fund to repurchase up to $9,383,399 of limited liability company
interests ("Interests") on the terms and subject to the conditions set forth
in the Offer to Repurchase and the related Letter of Transmittal. Copies of
the Offer to Repurchase and Letter of Transmittal were previously filed as
Exhibits (a)(1)(ii) and (a)(1)(iii) to the Statement on June 23, 2005. The
Topiary Master Fund for Benefit Plans Investors (BPI) LLC ("the Master Fund")
made a concurrent offer to repurchase interests ("Master Fund Interests") in
the Master Fund for a value equivalent to the value of the Interests that the
Fund offered to repurchase (the "Master Fund's Offer").
This is the final amendment to the Statement and is being filed to
report the results of the Offer. Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Offer to Repurchase.
The following information is furnished pursuant to Rule 13e-4(c)(4)
of the Securities Exchange Act of 1934, as amended (the "1934 Act"):
1. The Offer expired at 12:00 midnight, Eastern Time, on July
27, 2005.
2. For Members who tendered all of their Interests in the Fund
(and which all were accepted for repurchase by the Fund),
the Valuation Date pursuant to the Offer was September 30,
2005.
3. $9,500,000 of Master Fund Interests were validly tendered
to, and not withdrawn from, the Master Fund's Offer, and
$9,500,000 of those Master Fund Interests were accepted for
purchase by the Master Fund in accordance with the terms of
the Master Fund's Offer and as permitted by Rule
13e-4(f)(1)(ii) of the 1934 Act. No Interests were tendered
to the Fund's Offer.
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
/s/ Marielena Glassman
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Name: Marielena Glassman
Title: Treasurer
November 17, 2005
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 MASTER FUND FOR
BENEFIT PLAN INVESTORS (BPI) LLC
/s/ Marielena Glassman
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Name: Marielena Glassman
Title: Treasurer
November 17, 2005