Supplement dated November 17, 2004

to the Bear Stearns Premier Shares Prospectus (the “Prospectus”)

dated March 10, 2004

The fee tables in the “Fees and Expenses” section of the Prospectus are replaced in their entirety with the following:

TempCash Annual Fund Operating Expenses

(Expenses that are deducted from Fund assets)

	Bear Stearns Premier Shares
Management Fees1	0.10%
Distribution (12b-1) Fees2	0.10%
Other Expenses	0.63%
Administration Fees1		0.11%
Shareholder Servicing Fees2		0.50%
Miscellaneous1		0.02%
Total Annual Fund Operating Expenses	0.83%
Fee Waiver and Expense Reimbursement	(0.23)%
Net Annual Fund Operating Expenses1,2	0.60%

¹ The Adviser and PFPC Inc., the Fund’s co-administrator, have contractually agreed to waive fees and reimburse expenses until February 28, 2005 in order to keep combined Management Fees, Administration Fees and Miscellaneous Expenses from exceeding 0.18%.

² BlackRock Distributors, Inc. and Bear Stearns have contractually agreed to waive some or all of their Distribution Fees and Shareholder Servicing Fees until February 28, 2005 so that the Fund’s Net Annual Fund Operating Expenses do not exceed 0.60%.

FedFund Annual Fund Operating Expenses

(Expenses that are deducted from Fund assets)

	Bear Stearns Premier Shares
Management Fees1	0.11%
Distribution (12b-1) Fees2	0.10%
Other Expenses	0.67%
Administration Fees1		0.15%
Shareholder Servicing Fees2		0.50%
Miscellaneous1		0.02%
Total Annual Fund Operating Expenses	0.88%
Fee Waiver and Expense Reimbursement	(0.28)%
Net Annual Fund Operating Expenses1,2	0.60%

¹ The Adviser and PFPC Inc., the Fund’s co-administrator, have contractually agreed to waive fees and reimburse expenses until February 28, 2005 in order to keep combined Management Fees, Administration Fees and Miscellaneous Expenses from exceeding 0.20%.

² BlackRock Distributors, Inc. and Bear Stearns have contractually agreed to waive some or all of their Distribution Fees and Shareholder Servicing Fees until February 28, 2005 so that the Fund’s Net Annual Fund Operating Expenses do not exceed 0.60%.

MuniCash Annual Fund Operating Expenses

(Expenses that are deducted from Fund assets)

	Bear Stearns Premier Shares
Management Fees1	0.16%
Distribution (12b-1) Fees2	0.10%
Other Expenses	0.68%
Administration Fees1		0.16%
Shareholder Servicing Fees2		0.50%
Miscellaneous1		0.02%
Total Annual Fund Operating Expenses	0.94%
Fee Waiver and Expense Reimbursement	(0.24)%
Net Annual Fund Operating Expenses1,2	0.70%

¹ The Adviser and PFPC Inc., the Fund’s co-administrator, have contractually agreed to waive fees and reimburse expenses until February 28, 2005 in order to keep combined Management Fees, Administration Fees and Miscellaneous Expenses from exceeding 0.20%.

² BlackRock Distributors, Inc. and Bear Stearns have contractually agreed to waive some or all of their Distribution Fees and Shareholder Servicing Fees until February 28, 2005 so that the Fund’s Net Annual Fund Operating Expenses do not exceed 0.70%.

–  2  –

California Money Fund Annual Fund Operating Expenses

(Expenses that are deducted from Fund assets)

	Bear Stearns Premier Shares
Management Fees1	0.20%
Distribution (12b-1) Fees2	0.10%
Other Expenses	0.70%
Administration Fees1		0.17%
Shareholder Servicing Fees2		0.50%
Miscellaneous1		0.03%
Total Annual Fund Operating Expenses	1.00%
Fee Waiver and Expense Reimbursement	(0.30)%
Net Annual Fund Operating Expenses1,2	0.70%

¹ The Adviser and PFPC Inc., the Fund’s co-administrator, have contractually agreed to waive fees and reimburse expenses until February 28, 2005 in order to keep combined Management Fees, Administration Fees and Miscellaneous Expenses from exceeding 0.20%.

² BlackRock Distributors, Inc. and Bear Stearns have contractually agreed to waive some or all of their Distribution Fees and Shareholder Servicing Fees until February 28, 2005 so that the Fund’s Net Annual Fund Operating Expenses do not exceed 0.70%.

New York Money Fund Annual Fund Operating Expenses

(Expenses that are deducted from Fund assets)

	Bear Stearns Premier Shares
Management Fees1	0.20%
Distribution (12b-1) Fees2	0.10%
Other Expenses	0.70%
Administration Fees1			0.17%
Shareholder Servicing Fees2			0.50%
Miscellaneous1			0.03%
Total Annual Fund Operating Expenses	1.00%
Fee Waiver and Expense Reimbursement	(0.30	)%
Net Annual Fund Operating Expenses1,2	0.70%

¹ The Adviser and PFPC Inc., the Fund’s co-administrator, have contractually agreed to waive fees and reimburse expenses until February 28, 2005 in order to keep combined Management Fees, Administration Fees and Miscellaneous Expenses from exceeding 0.20%.

² BlackRock Distributors, Inc. and Bear Stearns have contractually agreed to waive some or all of their Distribution Fees and Shareholder Servicing Fees until February 28, 2005 so that the Fund’s Net Annual Fund Operating Expenses do not exceed 0.70%.

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