PURCHASE AGREEMENT

                                                        Exhibit 99.2p

                  THE TOPIARY BENEFIT PLAN INVESTOR fund LLC

                              PURCHASE AGREEMENT

            Purchase Agreement dated [o], 2003 between The Topiary Benefit
Plan Investor Fund LLC, a limited liability company organized under the laws
of the State of Delaware (the "Fund") and Deutsche Asset Management, Inc.
("XxXX"), a corporation organized under the laws of the State of Delaware;

            WHEREAS, the Fund is a closed-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");

            WHEREAS, the Fund proposes to issue and sell limited liability
company interests in the Fund ("Interests") in private placements exempt from
registration under the Securities Act of 1933, as amended, pursuant to a
Registration Statement on Form N-2 filed with the Securities and Exchange
Commission; and

            NOW, THEREFORE, the Fund and XxXX agree as follows:

       1.   The Fund offers to sell to XxXX, and XxXX agrees to
            purchase from the Fund Interests for an aggregate
            price of $[o] million on [o], 2003.

       2.   XxXX represents and warrants to the Fund that XxXX is
            acquiring the Interests for investment purposes only
            and not with a view toward resale or further
            distribution.

       3.   XxXX'x right under this Purchase Agreement to purchase the
            Interests is not assignable.

            IN WITNESS WHEREOF, the Fund and XxXX have caused their duly
authorized officers to execute this Purchase Agreement as of the date first
above written.



THE TOPIARY BENEFIT PLAN INVESTOR DEUTSCHE ASSET MANAGEMENT, INC.
FUND LLC



By:                                       By:
      ------------------------                  ------------------------