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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
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1. Name and address of issuer:
SHORT-TERM INVESTMENTS CO.
11 GREENWAY PLAZA, SUITE 1919
HOUSTON, TEXAS 77046-1173
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2. Name of each series or class of funds for which this notice is filed:
PRIME PORTFOLIO - INSTITUTIONAL CLASS
CASH MANAGEMENT CLASS
PERSONAL INVESTMENT CLASS
PRIVATE INVESTMENT CLASS
RESOURCE CLASS
LIQUID ASSETS PORTFOLIO - INSTITUTIONAL CLASS
CASH MANAGEMENT CLASS
PRIVATE INVESTMENT CLASS
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3. Investment Company Act File Number: 811-7892
Securities Act File Number: 33-66240
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4. Last day of fiscal year for which this notice is filed: 8-31-96
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
- 0 - - 0 -
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
- 0 - - 0 -
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9. Number and aggregate sale price of securities sold during the fiscal year:
106,745,777,660 $106,745,777,660
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
106,745,777,660 $106,745,777,660
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
-0- -0-
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12. Calculation of registration fee:
<TABLE>
<S> <C>
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $106,745,777,660
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plan (from Item 11, if applicable): + 0
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(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): - 103,993,835,246
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(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + 0
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(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable): 2,751,942,414
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
Instruction C.6): x 1/3300
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $833,921.94
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</TABLE>
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: 10/25/96
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ DANA R. SUTTON
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Dana R. Sutton, Vice President
and Assistant Treasurer
Date October 28, 1996
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* Please print the name and title of the signing officer below the
signature.
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[BALLARD SPAHR ANDREWS & INGERSOLL LETTERHEAD]
October 23, 1996
Short-Term Investments Co.
11 Greenway Plaza, Suite 1919
Houston, TX 77046
Re: Rule 24f-2 Notice for Short-Term Investments Co.
(Securities Act File No. 33-66240)
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Gentlemen:
We have acted as counsel to Short-Term Investments Co. (the
"Fund"), a corporation organized under the laws of the State of Maryland and
registered with the Securities and Exchange Commission under the Investment
Company Act of 1940 as an open-end series management investment company.
We have been informed that a registration statement on Form
N-1A, as amended ("Registration Statement") relating to an indefinite number of
shares of common stock of the Fund (the "Shares") has been filed with the
Securities and Exchange Commission under the Securities Act of 1933 (Securities
Act File No. 33-66240).
We further understand that, pursuant to the provisions of Rule
24f-2, the Fund is filing with the Securities and Exchange Commission a notice
(the "Notice") making definite the registration of such Shares sold in reliance
on Rule 24f-2 for the fiscal year ended August 31, 1996. Specifically, we have
been informed by the Fund that a total of 106,745,777,660 Shares (representing
interests in series portfolios existing during all or part of such fiscal year)
were issued from time to time during such fiscal year under Prospectuses which
were included as part of the Registration Statement. The Fund has requested
our opinion in connection with the filing of such Notice, for inclusion in such
filing.
In connection with our giving this opinion, we have examined a
copy of the Charter of the Fund, as amended, and originals or copies, certified
or otherwise identified to our
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Short-Term Investments Co.
October 23, 1996
Page 2
satisfaction, of such other documents, records and other instruments as we have
deemed necessary or advisable for purposes of this opinion. As to various
questions of fact material to our opinion, we have relied upon information
provided by officers of the Fund.
Based on the foregoing, we are of the opinion that the
106,745,777,660 Shares issued by the Fund during its fiscal year ended August
31, 1996 were, when issued for payment as described in the Fund's Prospectuses
referred to above, legally issued, fully paid and non-assessable by the Fund.
Very truly yours,
/s/ BALLARD SPAHR ANDREWS & INGERSOLL
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Ballard Spahr Andrews & Ingersoll
