UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM N-Q

             QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANY

                  Investment Company Act file number 811-21480
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              The Topiary Fund for Benefit Plan Investors (BPI) LLC
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               (Exact name of registrant as specified in charter)

                               25 DeForest Avenue
                            Summit, New Jersey 07901
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               (Address of principal executive offices) (Zip code)

                              John T. Ferguson, Jr.
                                    Director
                          DB Absolute Return Strategies
                               25 DeForest Avenue
                                Summit, NJ 07901
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                     (Name and address of agent for service)

       Registrant's telephone number, including area code: (908) 608-3000
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                       Date of fiscal year end: March 31 
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                   Date of reporting period: December 31, 2004
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Form N-Q is to be used by  management  investment  companies,  other  than small
business investment companies registered on Form N-5 (ss.ss. 239.24 and 274.5 of
this chapter), to file reports with the Commission, not later than 60 days after
the close of the first and third fiscal quarters,  pursuant to rule 30b1-5 under
the Investment  Company Act of 1940 (17 CFR 270.30b1-5).  The Commission may use
the  information  provided  on Form N-Q in its  regulatory,  disclosure  review,
inspection, and policymaking roles.

A registrant is required to disclose the information  specified by Form N-Q, and
the Commission will make this  information  public. A registrant is not required
to respond to the  collection  of  information  contained in Form N-Q 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 the
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington,
DC 20549-0609.  The OMB has reviewed this  collection of  information  under the
clearance requirements of 44 U.S.C. ss. 3507.


ITEM 1. SCHEDULE OF INVESTMENTS.
The Schedule of Investments is attached herewith.

              DB TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
                             SCHEDULE OF INVESTMENTS
                                   (UNAUDITED)
                                DECEMBER 31, 2004




                                                                                                              % OF MEMBERS'
   INVESTMENT FUND                                                          COST              FAIR VALUE          CAPITAL
   ---------------                                                      ------------         -----------      -------------
                                                                                                          
   DB Topiary Offshore Fund for Benefit Plan Investors (BPI) LLC        $ 40,929,134         $41,542,655         99.3%

         Grand Total

         Other Assets, less Liabilities                                                          304,110          0.7%
                                                                                     --------------------------------------

         Members' Capital                                                                    $41,846,765        100.0%
                                                                                     ======================================


ITEM 2. 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  last fiscal
         quarter that have  materially  affected,  or are  reasonably  likely to
         materially  affect,  the  registrant's  internal control over financial
         reporting.

ITEM 3. EXHIBITS.

Certifications  pursuant to Rule 30a-2(a)  under the 1940 Act and Section 302 of
the Sarbanes-Oxley Act of 2002 are attached hereto.


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) The Topiary Fund for Benefit Plan Investors (BPI) LLC
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By (Signature and Title)*  /s/ Julian Sluyters                         
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                           Julian Sluyters, Chief Executive Officer
                           (principal executive officer)

Date                       February 25, 2005
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Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934 and the
Investment  Company  Act of  1940,  this  report  has been  signed  below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

By (Signature and Title)*  /s/ Julian Sluyters                         
                         -------------------------------------------------------
                           Julian Sluyters, Chief Executive Officer
                           (principal executive officer)

Date                       February 25, 2005
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By (Signature and Title)*  /s/ Alexandra Toohey                        
                         -------------------------------------------------------
                           Alexandra Toohey, Treasurer, Principal Financial 
                           Officer and Accounting Officer
                           (principal financial officer)

Date                       February 25, 2005
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* Print the name and title of each signing officer under his or her signature.