<PAGE> 1
PRIME PORTFOLIO
CASH MANAGEMENT CLASS
Supplement dated December 14, 2000
to the Prospectus dated June 1, 2000
The following replaces in its entirety the second paragraph appearing under the
heading "INVESTMENT OBJECTIVE AND STRATEGIES" on page 1 of the Prospectus:
"The fund attempts to meet its objective by investing in
high-quality U.S. dollar denominated obligations with maturities of 60
days or less, including:
o securities issued by the U.S. Government or its agencies;
o bankers' acceptances, certificates of deposit and time deposits
from banks;
o repurchase agreements;
o commercial paper;
o taxable municipal securities; and
o master notes.
The maturities of delayed delivery and when-issued securities may,
however, be more than 60 days."
<PAGE> 2
PRIME PORTFOLIO
INSTITUTIONAL CLASS
Supplement dated December 14, 2000
to the Prospectus dated June 1, 2000
The following replaces in its entirety the second paragraph appearing under the
heading "INVESTMENT OBJECTIVE AND STRATEGIES" on page 1 of the Prospectus:
"The fund attempts to meet its objective by investing in
high-quality U.S. dollar denominated obligations with maturities of 60
days or less, including:
o securities issued by the U.S. Government or its agencies;
o bankers' acceptances, certificates of deposit and time deposits
from banks;
o repurchase agreements;
o commercial paper;
o taxable municipal securities; and
o master notes.
The maturities of delayed delivery and when-issued securities may,
however, be more than 60 days."
<PAGE> 3
PRIME PORTFOLIO
PERSONAL INVESTMENT CLASS
Supplement dated December 14, 2000
to the Prospectus dated June 1, 2000
The following replaces in its entirety the second paragraph appearing under the
heading "INVESTMENT OBJECTIVE AND STRATEGIES" on page 1 of the Prospectus:
"The fund attempts to meet its objective by investing in
high-quality U.S. dollar denominated obligations with maturities of 60
days or less, including:
o securities issued by the U.S. Government or its agencies;
o bankers' acceptances, certificates of deposit and time deposits
from banks;
o repurchase agreements;
o commercial paper;
o taxable municipal securities; and
o master notes.
The maturities of delayed delivery and when-issued securities may,
however, be more than 60 days."
<PAGE> 4
PRIME PORTFOLIO
PRIVATE INVESTMENT CLASS
Supplement dated December 14, 2000
to the Prospectus dated June 1, 2000
The following replaces in its entirety the second paragraph appearing under the
heading "INVESTMENT OBJECTIVE AND STRATEGIES" on page 1 of the Prospectus:
"The fund attempts to meet its objective by investing in
high-quality U.S. dollar denominated obligations with maturities of 60
days or less, including:
o securities issued by the U.S. Government or its agencies;
o bankers' acceptances, certificates of deposit and time deposits
from banks;
o repurchase agreements;
o commercial paper;
o taxable municipal securities; and
o master notes.
The maturities of delayed delivery and when-issued securities may,
however, be more than 60 days."
<PAGE> 5
PRIME PORTFOLIO
RESERVE CLASS
Supplement dated December 14, 2000
to the Prospectus dated June 1, 2000
The following replaces in its entirety the second paragraph appearing under the
heading "INVESTMENT OBJECTIVE AND STRATEGIES" on page 1 of the Prospectus:
"The fund attempts to meet its objective by investing in
high-quality U.S. dollar denominated obligations with maturities of 60
days or less, including:
o securities issued by the U.S. Government or its agencies;
o bankers' acceptances, certificates of deposit and time deposits
from banks;
o repurchase agreements;
o commercial paper;
o taxable municipal securities; and
o master notes.
The maturities of delayed delivery and when-issued securities may,
however, be more than 60 days."
<PAGE> 6
PRIME PORTFOLIO
RESOURCE CLASS
Supplement dated December 14, 2000
to the Prospectus dated June 1, 2000
The following replaces in its entirety the second paragraph appearing under the
heading "INVESTMENT OBJECTIVE AND STRATEGIES" on page 1 of the Prospectus:
"The fund attempts to meet its objective by investing in
high-quality U.S. dollar denominated obligations with maturities of 60
days or less, including:
o securities issued by the U.S. Government or its agencies;
o bankers' acceptances, certificates of deposit and time deposits
from banks;
o repurchase agreements;
o commercial paper;
o taxable municipal securities; and
o master notes.
The maturities of delayed delivery and when-issued securities may,
however, be more than 60 days."
<PAGE> 7
SHORT-TERM INVESTMENTS CO.
PRIME PORTFOLIO
(CASH MANAGEMENT CLASS)
(INSTITUTIONAL CLASS)
(PERSONAL INVESTMENT CLASS)
(PRIVATE INVESTMENT CLASS)
(RESERVE CLASS)
(RESOURCE CLASS)
Supplement dated December 14, 2000
to the Statement of Additional Information dated June 1, 2000
Effective September 30, 2000, Charles T. Bauer retired from his positions as
an officer and director of the Company and Robert H. Graham succeeded Mr. Bauer
as Chairman of the Board.
The following information is added to the table appearing under the heading
"GENERAL INFORMATION ABOUT THE COMPANY - Directors and Officers" on page B-3 of
the Statement of Additional Information:
<TABLE>
<CAPTION>
------------------------------------------ ---------------- --------------------------------------------------------------
POSITIONS HELD
"NAME, ADDRESS AND AGE WITH REGISTRANT PRINCIPAL OCCUPATION DURING AT LEAST
THE PAST 5 YEARS
------------------------------------------ ---------------- --------------------------------------------------------------
------------------------------------------ ---------------- --------------------------------------------------------------
<S> <C> <C>
ALBERT R. DOWDEN (59) Director Chairman of the Board of Directors, The Cortland Trust
1815 Central Park Drive (investment company) and DHJ Media, Inc.; and Director,
P.O. Box 774000-PMB #222 Magellan Insurance Company. Formerly, Director, President
Steamboat Springs, CO 80477 and Chief Executive Officer, Volvo Group North America,
Inc.; Senior Vice President, AB Volvo; and Director, The
Hertz Corporation, Genmar Corporation (boat manufacturer),
National Media Corporation and Annuity and Life Re
(Holdings), Ltd."
------------------------------------------ ---------------- --------------------------------------------------------------
</TABLE>
The following paragraph replaces in its entirety the fourth paragraph appearing
under the heading "INVESTMENT PRPOGRAM AND RESTRICTIONS - Investment Policies -
Investment Practices" on page B-22 of the Statement of Additional Information:
"PURCHASING DELAYED DELIVERY AND WHEN-ISSUED SECURITIES. The
Portfolio may enter into delayed agreements and may purchase
securities on a "when-issued" basis. The maturities of delayed
delivery and "when-issued" securities may be more than 60 days."
The following paragraph replaces in its entirety the sixth paragraph appearing
under the heading "INVESTMENT PRPOGRAM AND RESTRICTIONS - Investment Policies -
Investment Practices" on page B-22 of the Statement of Additional Information:
"Debt securities are sometimes offered on a "when-issued"
basis; that is, the date for delivery for the securities is not fixed
at the date of purchase but is set after the securities are issued
(normally within forty-five days after the date of the transaction).
The payment obligation and the interest rate that will be received on
the securities are fixed at the time the buyer enters into the
commitment. The Portfolio will only make commitments to purchase such
debt securities with the intention of actually acquiring the
securities, but the Portfolio may sell these securities before the
settlement date if it is deemed advisable."
