IOWA PUBLIC AGENCY INVESTMENT TRUST
POS AMI, 1996-11-21
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                                                  November 21, 1996




Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

         RE:      IOWA PUBLIC AGENCY INVESTMENT TRUST 
                  40 Act Reg. No. 811-7696

Ladies and Gentlemen:

Pursuant to comments  received  from the  Commission  and on behalf of the above
referenced  registrant,  we herewith  submit, a redlined copy of the Information
Statement  reflecting the deletion of the  certificates  of deposit as allowable
investments for the Direct Government Obligation Portfolio.

In the event you have any questions or comments  concerning this filing,  please
direct them to our counsel, John Miles, at Cline,  Williams,  Wright,  Johnson &
Oldfather (telephone # 402-474-6900) at your earliest convenience.



Respectully submitted,



Ruth Prochaska
Controller/Compliance Officer
<PAGE>
                               IOWA PUBLIC AGENCY
                                INVESTMENT TRUST
                                    (IPAIT)



                  A comprehensive cash management service for
                    Iowa Cities, Counties and City Utilities








                             INFORMATION STATEMENT
                                October 25, 1996



              This booklet provides detailed information about the
                      Iowa Public Agency Investment Trust.
          Please read it carefully and retain it for future reference.




                                Sponsored by the
                    Iowa Association of Municipal Utilities
                       Iowa State Association of Counties
                             Iowa League of Cities
<PAGE>

                                    CONTENTS

                                  Section Page

   The Iowa Public Agency Investment Trust (IPAIT).........................3
   Cash Management Alternatives
       Diversified Portfolio...............................................3
       Direct Government Obligation Portfolio..............................3
   Authorized Investments
       Maximum Current Income..............................................4
   Risk and Management of Risk
       Management Policies and Procedures..................................4
       Maturity of IPAIT Investments.......................................5
       Maintenance of Liquidity............................................5
   Investing in IPAIT Portfolio Units
       Portfolio Investments...............................................5
       Investments by Bank Funds Transfer..................................5
       Income Distributions................................................5
   Redeeming IPAIT Portfolio Units
       Portfolio Withdrawals...............................................6
   Valuing IPAIT Portfolio Trust Units
       Portfolio Transactions..............................................6
       Calculating Yield...................................................7
       Expenses of IPAIT...................................................7
   Trustees and Officers...................................................7
   The Administrator-Advisor...............................................8
   The Custodian...........................................................8
   Bank Trust Services.....................................................9
   Administrative and Distribution Related Services........................9
   Taxes...................................................................9
   Reports to Participants.................................................9
   Declaration of Trust
       Description of Trust Units..........................................9
       Participant Liability...............................................9
       Termination of the Declaration of Trust.............................9
       Amendment of the Declaration of Trust...............................9
       Withdrawal.........................................................10
       Definitions........................................................10
   Legal Counsel and Independent Auditors.................................10
   Document Copies........................................................10
   INSTRUCTIONS AND APPLICATION FORM......................................11
   INSTRUCTIONS FOR MAKING PLACEMENTS.....................................18
   INSTRUCTIONS FOR MAKING REDEMPTIONS....................................18
   
No person or entity has been  authorized to give any  information or to make any
representations other than those contained in this Information  Statement,  and,
if given or made, such information or representations must not be relied upon as
having been authorized by IPAIT, its Trustees,  the  Administrator-Advisor,  the
Custodian, or any agent of IPAIT or the Trustees.

<PAGE>
                   IOWA PUBLIC AGENCY INVESTMENT TRUST (IPAIT)

The Iowa Public Agency  Investment Trust ("IPAIT") is a  professionally  managed
common law trust  organized  and operated as a diversified  open-end  management
investment  company  created  with  the  objective  of  providing  Iowa  cities,
counties,  city utilities,  and other eligible participants (the "Participants")
with a  convenient  method  for  investing  their  funds in a manner  that  will
maximize  current  income  consistent  with safety of principal and the required
degree of liquidity.

IPAIT has been established  under Iowa law pursuant to Iowa Code Chapter 28E and
Sections  331.555  and 384.21,  which  authorize  Iowa  cities,  counties,  city
utilities,  and other eligible participants to jointly invest moneys pursuant to
a joint  investment  agreement.  IPAIT was  established  by  adoption of a Joint
Powers  Agreement and Declaration of Trust  establishing  the Iowa Public Agency
Investment Trust as of October 1, 1987 and amended as of August 1, 1988, and May
1, 1993 (the  "Declaration").  Iowa Code permits  judicial  districts  and rural
water  districts  to  participate  in a joint  investment  agreement,  and  such
entities are  authorized to  participate in IPAIT upon the approval of the Board
of Trustees. A city, city utility, or county which is, respectively, a member of
the Iowa League of Cities, the Iowa Association of Municipal  Utilities,  or the
Iowa State  Association  of Counties (the  "Sponsoring  Associations")  or other
eligible  participants  can  become a  Participant  in IPAIT  by  submitting  an
application and a certified copy of the form of authorizing resolution contained
therein to Iowa Public Agency Investment Trust, P.O. Box 837, Des Moines,  Iowa,
50304-0837. (See "Instructions and Application Form").

In the opinion of legal counsel,  the interests of beneficial ownership in IPAIT
("Trust  Units") are exempt from  registration  under the Securities Act of 1933
and the Iowa  Uniform  Securities  Act.  IPAIT  is,  however,  registered  as an
investment  company  under  the  Investment  Company  Act of 1940  ("1940  Act")
pursuant to the requirements of Iowa Code ss. 12B.10.

This Information  Statement  provides  detailed  information about IPAIT and its
investment  and operating  policies.  Please read it carefully and retain it for
future reference.  Additional  information,  a copy of the Declaration of Trust,
and further assistance regarding becoming a Participant in IPAIT may be obtained
by calling the IPAIT toll free number,  (800)  872-4024,  or by contacting  Iowa
Public Agency Investment Trust, P.O. Box 837, Des Moines, Iowa 50304-0837.  This
Information  Statement  is qualified in its entirety by reference to the text of
the Declaration of Trust.

                          CASH MANAGEMENT ALTERNATIVES

IPAIT  issues  two  separate  series of Trust  Units in which  Participants  may
invest,  referred  to as the  Diversified  Portfolio  and the Direct  Government
Obligation Portfolio (a "Portfolio" or the "Portfolios").

There are no minimum or maximum  investments or  limitations on redemptions  for
either  Portfolio.  Participants may invest any funds in their custody in either
Portfolio.  The Portfolios  are operated  according to investment and accounting
standards which conform to the  requirements of Rule 2a-7 under the 1940 Act for
"money market" funds. Only funds of Participants may be invested in IPAIT.

DIVERSIFIED  PORTFOLIO - The Diversified  Portfolio is a professionally  managed
portfolio  of U.S.  government  and federal  agency  securities,  collateralized
certificates  of  deposit  of Iowa  financial  institutions  and  collateralized
perfected  repurchase  agreements  as  more  fully  described  below.  All  such
securities  have final  maturities of no greater than 365 days and the Portfolio
maintains a maximum average dollar weighted maturity of 90 days or less.

   
DIRECT  GOVERNMENT  OBLIGATION  PORTFOLIO  - The  Direct  Government  Obligation
Portfolio is identical in every respect to the Diversified Portfolio except that
it is invested exclusively in direct U.S. government  obligations and repurchase
agreements  collateralized by direct U.S.  government  obligations as more fully
described  below.  All such securities have final maturities no greater than 365
days from the date of purchase  and the  Portfolio  maintains a maximum  average
dollar weighted  maturity of 90 days or less. Thus,  Participants,  which may be
required  or wish to confine  their  short-term  investments  to these  types of
instruments, may do so by investing in Direct Government Obligation Units.
    

                             AUTHORIZED INVESTMENTS

The  objective  of IPAIT,  in offering  the  Diversified  and Direct  Government
Obligation  Portfolios,  is to provide Participants with daily liquidity and the
highest  possible  investment  yield consistent with safety of principal and the
maintenance of liquidity.

Subject to the specific  investment  restrictions  of the  Portfolios  described
herein,  assets  of IPAIT  will  only be  invested  in  securities  specifically
permitted for Participants under Iowa law, as it now or in the future may exist,
including  the  following  types  of  securities  and  instruments   ("Permitted
Investments").

(1)  Securities  issued or guaranteed as to payment of principal and interest by
     the U.S. Government.  These include, for example, Treasury bills, bonds and
     notes which are direct obligations of the U.S. Government ("U.S. Government
     Securities").

(2)  Obligations issued or guaranteed as to payment of principal and interest by
     agencies  or  instrumentalities  of the U.S.  Government  ("Federal  Agency
     Securities").  Such agencies and  instrumentalities  include,  for example,
     Federal  Intermediate  Credit Banks,  Federal Home Loan Banks,  the Federal
     National Mortgage  Association,  and the Farmers Home Administration.  Such
     securities will include those supported by the full faith and credit of the
     United  States  Treasury or the right of the agency or  instrumentality  to
     borrow from the Treasury,  as well as those supported only by the credit of
     the issuing agency or instrumentality.

(3)  Collateralized perfected repurchase agreements secured by securities in the
     immediately foregoing categories.  A repurchase agreement involves the sale
     of such securities to IPAIT with the concurrent  agreement of the seller to
     repurchase  them at a specified time and price to yield an agreed upon rate
     of interest.  The  securities  collateralizing  the  agreement  are held in
     custody and are regularly  verified by the IPAIT  Custodian for the benefit
     of IPAIT  and are  maintained  daily  in an  amount  equal to at least  102
     percent of the value of principal  and accrued  interest of the  repurchase
     agreement.

(4)  Collateralized   certificates   of  deposit   ("CDs")  in  Iowa   financial
     institutions.  Each  collateralized  CD  that  IPAIT  places  with  an Iowa
     institution on behalf of the  Participants  in IPAIT is insured by the FDIC
     for the first  $100,000 of value.  All amounts in excess of $100,000 in any
     Iowa institution are protected and  collateralized as required by Iowa law,
     including  the  security  provided by the State of Iowa's  sinking Fund for
     public deposits.

Every  Permitted  Investment  shall be  purchased on a delivery  versus  payment
("DVP") basis. No other settlement procedure is allowed.

MAXIMUM   CURRENT   INCOME  -  Because  of  the   participation   of  many  Iowa
municipalities, counties, city utilities and other Iowa governmental entities in
IPAIT and the  large  pool of funds  resulting  therefrom,  IPAIT  can  purchase
securities  in larger  denominations,  thereby  improving  yields  and  reducing
transaction costs. IPAIT's size and experience will also permit the selection of
securities maturing at various times which can enhance average portfolio yields.
These strategies,  implemented by a full-time  professional  portfolio  manager,
will maximize the current returns earned by IPAIT.

Generally,  the yields on direct and guaranteed U.S. government  obligations are
less than those on Federal Agency  securities and other  Permitted  Investments.
Thus,  the  returns  earned by  Participants  that elect to invest in the Direct
Government Obligation Portfolio may also be lower.

                           RISK AND MANAGEMENT OF RISK

While  investments by IPAIT will be confined to the highest  quality  securities
and instruments with varying maturities, the complete elimination of risk is not
possible. It is possible that large redemptions of Trust Units in the Portfolios
could  necessitate the sale of some Portfolio  investments  prior to maturity at
current market prices. If market values have declined, a reduction in Unit value
could result at the time of redemption.

MANAGEMENT POLICIES AND PROCEDURES

Following are the fundamental  management policies and procedures for IPAIT. All
investments are maintained in separate IPAIT custodial  accounts at Norwest Bank
Iowa, N.A., segregated by Portfolio on behalf of IPAIT Participants.

1.   IPAIT  investment  procedures  require  that  each  purchase  or  sale of a
     security be handled on a DVP basis. Funds for the purchase of an investment
     shall not be released to the seller  until the security is delivered to the
     IPAIT  Custodian.  Conversely a sold security  shall not be released to the
     buyer until funds for the purchase price of the security have been received
     by the IPAIT Custodian.

2.   IPAIT  investment  procedures  prohibit "free delivery"  transactions.  The
     Custodian  shall never  release  assets from the IPAIT  custodial  accounts
     until  the  funds  for the  investment  are  delivered.  Prohibiting  "free
     delivery"  settlements  precludes movement of IPAIT program  investments or
     funds to a third party anywhere.

3.   Any material  deviation  (greater than 0.5 percent) from the amortized cost
     of  investments  shall be promptly  reported by the Advisor to the Board of
     Trustees.  If such deviation exceeds 0.5 percent, the Advisor will consider
     what action, if any, should be initiated to reasonably  eliminate or reduce
     material dilution or other unfair results to Participants.  Such action may
     include  redemption of Trust Units in kind,  selling  portfolio  securities
     prior to maturity, withholding distributions or utilizing a net asset value
     per Trust Unit based upon available market quotations.

4.   The frequent  trading of securities,  including day trading for the purpose
     of realizing short-term gains, the purchase and sale of futures and options
     to buy or sell authorized  investments,  reverse repurchase  agreements and
     other  similar   speculative  or  derivative   transactions  are  expressly
     prohibited.

5.   IPAIT  may  not  make  any  investment  other  than  Permitted  Investments
     authorized  by the  provisions of the law  applicable to the  investment of
     funds by the Participants, as such laws may be amended from time to time.

6.   IPAIT may not purchase any  Permitted  Investment  for the  Diversified  or
     Direct Government Obligation Portfolios which has a maturity date more than
     365  days  from  the  date  of  purchase,  unless  subject  to a  perfected
     repurchase agreement, which such maturity shall be determined in accordance
     with Rule 2a-7  under the 1940 Act as it  presently  exists or as it may be
     amended in the future.

7.   IPAIT may not  purchase  any  Permitted  Investment  if the  effect of such
     purchase by IPAIT would be to make the average dollar weighted  maturity of
     either the Diversified or Direct  Obligation  Portfolio greater than ninety
     (90)  days;  provided,  however,  that in making  such  determination,  the
     maturity of a Permitted Investment shall be determined as set forth under 6
     above.

8.   IPAIT  may not  borrow  money  or  incur  indebtedness  whether  or not the
     proceeds thereof are intended to be used to purchase Permitted Investments;

9.   IPAIT  may  not  make  loans,   provided  that  IPAIT  may  make  Permitted
     Investments;

10.  IPAIT may not purchase securities or shares of investment  companies or any
     entities similar to IPAIT.

The restrictions set forth above are fundamental to the operation and activities
of IPAIT and may not be changed without the affirmative approval, in writing, of
a majority of the Participants  entitled to vote,  except that such restrictions
may be  changed  by the  Trustees  so as to  make  them  more  restrictive  when
necessary to conform the investment  program and activities of IPAIT to the laws
of the State of Iowa and the  United  States of America as they may from time to
time be amended.

In addition to the fundamental restrictions and procedures set forth above, as a
condition of providing  services to IPAIT,  IPAIT  presently  requires  that the
IPAIT Custodian,  Bank Trust Services  Provider,  Administrator,  and Investment
Advisor  maintain  fidelity  and errors and  omissions  insurance  coverage  for
IPAIT's benefit for all services provided to IPAIT.

MATURITY OF IPAIT INVESTMENTS

Each of the Portfolios strictly adheres to Iowa law and Rule 2a-7 under the 1940
Act for money market mutual funds,  developed to minimize risk that the value of
investments in a portfolio might vary.  IPAIT's  investment  policy as set forth
herein presently limits portfolio investments to the following:

     1.  The remaining maturity of any individual investment may not exceed more
         than 365 days from the date of purchase,  which such maturity  shall be
         determined  in  accordance  with  Rule  2a-7  under  the 1940 Act as it
         presently exists or as it may be amended in the future.

     2.  The maximum dollar weighted average  maturity of all IPAIT  investments
         may not exceed 90 days;

     3.  Investments are monitored daily by its Iowa based investment advisor to
         assure  that the value of each  IPAIT  investment  does not  materially
         deviate in value from its amortized cost.

MAINTENANCE OF LIQUIDITY

IPAIT's  investments  in  the  Diversified  and  Direct  Government   Obligation
Portfolios  will  generally be confined to securities  maturing at various times
within 365 days from the date of purchase as  previously  described.  Because of
their relatively short maturities, high quality, and minimal price fluctuations,
ready  markets will exist for  liquidating  all  securities  in which IPAIT will
invest.

As a general  policy,  the Portfolios will hold  investments  until they mature.
However, in an effort to increase yields,  IPAIT may sell securities and realize
capital  gains when  there are  perceived  disparities  between  maturities  for
various  categories  of  investments.  Summaries  of all  securities  trades are
regularly  provided to the Board of Trustees  by the  Administrator-Advisor  for
review.

                       INVESTING IN IPAIT PORTFOLIO UNITS

PORTFOLIO  INVESTMENTS - To become a Participant in IPAIT,  the public body must
adopt the Form A resolution  included in the  Instructions  and Application Form
attached hereto, or otherwise  provided by IPAIT. The resolution  authorizes the
public body to become a  Participant,  adopts the  Declaration,  and  designates
officials  of the public body  authorized  to execute  transactions  with IPAIT.
Following adoption of the resolution,  the public body must complete and forward
to the IPAIT  Administrator-Advisor,  the investment  trust  application  Form B
along with the Form A and Form A Certificate. (See "Instructions and Application
Form".)

Investments  may be made in the  Diversified  or  Direct  Government  Obligation
Portfolio at the net asset value per Unit determined  after an investment  order
has been  accepted.  The net asset value of Portfolio  Units is determined  once
daily at the close of the New York Stock  Exchange  (currently  3:00  p.m.,  Des
Moines time).

INVESTMENTS  BY BANK FUNDS TRANSFER - A Participant  may authorize  Norwest Bank
Iowa as IPAIT Trust  Services  Provider to cause  moneys to be  transferred,  by
means of the Iowa Automated Clearinghouse System ("ACH"), from the Participant's
local bank to IPAIT.  The  Participant may also have its local bank wire federal
funds directly to Norwest Bank, the IPAIT Custodian, all as indicated herein.

Funds  transferred  will be  invested at the net asset value of a Trust Unit for
the  respective  Portfolio  computed as of 3:00 p.m. on the day the  transfer is
authorized and will commence earning interest the following day.

A Participant has the ability to invest in a Portfolio by the following methods:

(1)  An authorized  official may telephone  IPAIT at (800)  872-4024 and furnish
     the public body's name,  name of person  calling,  the IPAIT account number
     and the amount being  invested.  A request for the IPAIT  investment  to be
     transferred  by ACH, which will be effective the next business day, must be
     made by 2:00 p.m.

(2)  To make an investment by wire  transfer,  to be effective the same business
     day, an authorized  official must notify an IPAIT  representative  by 10:00
     a.m., furnishing the information described above. The Participant must also
     instruct  its  local  financial  institution  to wire  funds  to the  IPAIT
     Custodian with the following instructions:

     Norwest Bank Iowa, N.A., Des Moines
     ABA #073000228
     Credit #405200
     Iowa Public Agency Investment Trust
     (Further credit to Participant Name and IPAIT account number)

(3)  A  Participant  may invest in IPAIT  Portfolio  Units by mailing a check or
     other bank draft to the IPAIT  Custodian,  Norwest  Bank Iowa,  N.A.,  Iowa
     Public Agency Investment Trust, P.O. Box 837, Des Moines,  Iowa 50304-0837.
     Until the check has been converted into federal funds, the investment order
     will not be accepted,  and no income will be earned on the investment until
     that time.

INCOME  DISTRIBUTIONS - Net income for each Portfolio of IPAIT, is declared each
business day for  Participants of record  immediately  before 3:00 p.m.  Central
Standard time. Income distributions are accrued to Participants'  accounts daily
and reinvested in additional Trust Units monthly for compounded interest.  Total
distributions  for each month are credited to  Participants'  accounts the first
business day of the following month.  Distributions are automatically reinvested
in Portfolio Trust Units unless cash payment has been requested.  Cash payments,
if requested,  will be made monthly.  If a Participant redeems the entire amount
in its account  during the month,  income  distributions  accrued to the account
from the beginning of the month through the date of redemption are paid into the
account the first business day of the following month.

                         REDEEMING IPAIT PORTFOLIO UNITS

PORTFOLIO  WITHDRAWALS - IPAIT  Portfolio Trust Units may be redeemed on any day
on  which  the New  York  Stock  Exchange  is open for  trading,  on  which  the
Administrator-Advisor  computes the net asset value of the IPAIT  Portfolios and
which is not a federal  holiday or a holiday  officially  observed by commercial
banks in Iowa.  IPAIT  Portfolio Trust Units will be redeemed at their net asset
value after a withdrawal request in good order is received by the Bank.

Proceeds from the redemption of IPAIT  Portfolio Trust Units will be transmitted
to the Participant's  local financial  institution by means of the ACH system or
by the federal reserve wire system.  No charge will be made for the ACH transfer
of the Participant's funds;  however,  local financial  institutions may reserve
the right to charge for an incoming wire transfer.  Proceeds can also be paid by
check to the registered  Participant and mailed to the Participant's  address of
record.

Proceeds from the  redemption of IPAIT  Portfolio  Trust Units,  which have been
paid  for by  check,  may  not be  transmitted  to the  Participant's  financial
institution  by wire for up to a maximum  of seven  days after the Bank has been
informed that the Participant's check has cleared, but in no event for more than
15 days after the Units have been issued and outstanding.

A Participant has the ability to redeem Trust Units from either Portfolio by the
following methods:

(1)    An  Authorized  Official  may redeem  Trust  Units by  telephoning  (800)
       872-4024 and furnishing the public body's name,  name of person  calling,
       the IPAIT account number and the amount to be withdrawn,  and the account
       number to which the funds are to be transferred.  A request for the IPAIT
       withdrawal  to be  transferred  by the  Automated  Clearing  House System
       (ACH),  which will be transferred  the next business day, must be made by
       2:00 p.m.

(2)    To redeem Trust Units by wire  transfer to be effective  the same day, an
       IPAIT  representative  must be notified by 10:00 a.m. by a  Participant's
       Authorized   Official.   The   Participant   must   instruct   the  IPAIT
       representative  to wire  funds to its local  financial  institution.  The
       Participant  must  provide the wiring  instructions  including  the local
       financial  institution  name,  location,  account  number,  and  name and
       telephone number of a contact person at that financial institution.

(3)    A  Participant  may  redeem  all or a  portion  of  its  Trust  Units  by
       instructing  the Bank Trust  Services  Provider  by letter  mailed to the
       following address: Iowa Public Agency Investment Trust, P.O. Box 837, Des
       Moines, Iowa, 50304-0837.  This redemption request must be in good order,
       indicating the dollar amount or number of Trust Units to be redeemed, the
       method  of  redemption  (i.e.,  ACH,  check or  wire)  and  signed  by an
       Authorized Official of the public body.

                       VALUING IPAIT PORTFOLIO TRUST UNITS

The net asset value of IPAIT  Portfolio Trust Units is determined once each day,
as of the close of the New York Stock Exchange  (currently  3:00 p.m. Des Moines
time).  Except for federal  holidays,  such other  holidays that are  officially
observed by commercial  banks in Iowa,  and days on which no  investments  in or
redemption of IPAIT Portfolio Trust Units occur, the Administrator-Advisor  will
compute the  Portfolios' net asset value on each day the New York Stock Exchange
is open for trading or when there is a sufficient  volume of trading which might
materially  affect the net asset value of  Portfolio  securities.  The net asset
value of each Trust Unit is computed by adding the value of all  securities  and
other assets (including income receivable),  subtracting  liabilities (including
accrued  expenses)  attributable to each Portfolio and dividing by the number of
Trust Units of each Portfolio outstanding.

The IPAIT  Administrator-Advisor will compute the net asset value of Trust Units
for the  Portfolios by using the amortized  cost method for valuing  securities.
Under the amortized cost method,  a security is initially  valued at cost on the
date of purchase  and,  thereafter,  any  discount or premium is  amortized on a
straight line basis to maturity, regardless of fluctuating interest rates or the
market value of the security.  However, the Administrator-Advisor will establish
procedures  to  stabilize  the net asset value of Trust Units at $l.00 per Trust
Unit. These procedures include a review by the  Administrator-Advisor  as to the
extent  of  the  deviation  of net  asset  value  based  upon  available  market
quotations  from the  Portfolio's  $l.00  amortized cost per Trust Unit. If such
deviation  exceeds 0.5 percent,  the  Administrator-Advisor  will  consider what
action,  if any, should be initiated to reasonably  eliminate or reduce material
dilution  or other  unfair  results to  Participants.  Such  action may  include
redemption  of Trust  Units  in  kind,  selling  portfolio  securities  prior to
maturity,  withholding  distributions  or  utilizing a net asset value per Trust
Unit based upon available market quotations.

If, and only if,  the  Trustees,  with the advice of the  Administrator-Advisor,
shall  determine  that the amortized  cost method of  determining  the net asset
value of IPAIT Portfolio Units no longer  represents a fair method of valuation,
the Trustees may either  permit such net asset value to fluctuate or may reflect
the  fair  value  thereof  in the  number  of  Trust  Units  allocated  to  each
Participant.

PORTFOLIO   TRANSACTIONS  -  Subject  to  policies  set  by  the  Trustees,  the
Administrator-Advisor  is  authorized to  determine,  consistent  with the IPAIT
investment objectives and policies, which securities will be purchased, sold and
held by IPAIT.  Most  securities will be purchased on a principal basis directly
from the issuer, from banks, underwriters,  or market makers and, thus, will not
involve  payment  of a  brokerage  commission.  Such  purchases  may  include  a
discount,  concession  or mark-up  retained  by an  underwriter  or dealer.  The
Administrator-Advisor  is  authorized to select the brokers or dealers that will
execute the purchases  and sales of  securities  and is directed to use its best
efforts to obtain  the best  available  price and most  favorable  execution  on
brokerage  transactions.  Some of the transactions may be directed to brokers or
dealers who furnish  special  research and  statistical  information or services
rendered in the execution of orders.

CALCULATING YIELD - The yield on Trust Units (a 7-calendar-day historical yield)
is calculated by first  dividing the average daily net income per Trust Unit for
that 7-day  period by the  average  daily net asset  value per Unit for the same
period.  This return is then annualized by multiplying the result times 365. The
yield for the 7-day  period  ended  June 30,  1996,  for IPAIT and IPAIT DGO was
4.84% and 4.75%, respectively.

EXPENSES OF IPAIT - The  Administrator-Advisor  is paid an annual fee based upon
average  daily net assets for each  Portfolio  of 0.23  percent for assets up to
$150,000,000,  0.185 percent for assets greater than  $150,000,000 and less than
$300,000,000 and 0.14 percent for assets greater than $300,000,000. In addition,
the Administrator-Advisor is paid a program support provider fee of 0.10 percent
for program assets less than  $250,000,000  and 0.125 percent for program assets
greater than $250,000,000. This fee, which is paid pursuant to the provisions of
a Rule 12b-1 Plan adopted by the Trustees, is used by the  Administrator-Advisor
to pay for  various  expenses  in  marketing  IPAIT.  All  fees  payable  to the
Administrator-Advisor are accrued daily and paid monthly.

The Custodian is paid an annual fee based upon average daily net assets for each
Portfolio  of 0.05  percent  for assets up to  $150,000,000,  0.045  percent for
assets greater than  $150,000,000 and less than $300,000,00 and 0.04 percent for
assets  greater than  $300,000,000.  Custodial  fees are accrued  daily and paid
monthly.

The Bank is paid an  annual  fee based  upon  average  daily net  assets of .075
percent for Bank Trust  Services.  All Bank Trust Service fees are accrued daily
and paid monthly.

IPAIT  also  pays the  operating  expenses  incurred  directly  by IPAIT and its
Trustees in  connection  with the  discharge  of their  duties.  These  expenses
include  initial  and  ongoing  legal  and  accounting   fees,   auditing  fees,
out-of-pocket  expenses of Trustees and the cost of printing,  mailing and other
services performed independently by IPAIT. Payment of all operating expenses are
accrued  daily and are  estimated at the annual rate of 0.025 percent of average
daily net assets.

Also  pursuant  to the  Trust's  Rule  12b-1  Plan,  there is an  administrative
services fee  computed at the annual rate of 0.10  percent of the average  daily
net assets of the Portfolios.  The administrative services fee is payable to the
Sponsoring Associations based upon Participants  attributable to each Sponsoring
Association  pro rata share of the IPAIT average  daily net assets.  This fee is
paid for  administrative  services  provided by the Sponsoring  Associations  to
IPAIT,  including  clerical  and  administrative  services  in  connection  with
meetings  of the  Board  of  Trustees,  evaluation  of  performance  of  service
providers, review of compliance with investment policies, providing the Board of
Trustees  various  reports  thereon,  maintaining  Trust  records and  providing
marketing services.

Expenses directly attributable to a Portfolio are accrued against the respective
Portfolio.  Expenses  not  attributable  to  a  particular  Portfolio  ("general
expenses")  are allocated to the Portfolios pro rata based upon the relative net
asset value of the Portfolios.

For the fiscal year  ending  June 30,  1996,  total  expenses of the  Portfolios
amounted to 0.57 percent and 0.58 percent,  respectively, of the Diversified and
Direct Government Obligation Portfolios' average daily net assets.

These fees and operating expenses are subject to adjustment and renegotiation as
determined  by the Board of  Trustees  and the terms of the  contracts  with the
service providers.

                              TRUSTEES AND OFFICERS

The Board of Trustees has full and complete control over the business and assets
of  IPAIT,  subject  to the  rights of IPAIT  Participants  as  provided  in the
Declaration of Trust.

There  are nine  voting  members  of the Board of  Trustees.  In  addition,  the
Executive  Directors of the Iowa  Association of Municipal  Utilities,  the Iowa
League of Cities, and the Iowa State Association of Counties serve as ex officio
nonvoting members of the Board of Trustees and, pursuant to the Bylaws, may from
time to time  serve  as  secretary  and  treasurer  for the  Board.  The  names,
affiliations and positions of the Board members are set forth below:

     NAME                  AFFILIATION               POSITION
Ken Alberts          General Manager,           Chair and Trustee
                     Cedar Falls Utilities
Robert Hagey         Treasurer,                 Vice Chair and
                     Sioux County               Trustee
Tom Hanafan          Mayor, Council Bluffs      Second Vice Chair and Trustee
Robert Rasmussen     Mayor, Fairfield           Trustee
Jim Ahrenholtz       Office Manager,            Trustee
                     Denison Municipal Utility
Floyd Magnusson      Supervisor,                Trustee
                     Webster County
Norman Kehrberg      Treasurer,                 Trustee
                     Plymouth County
Paul Oldham          Office Manager,            Trustee
                     Algona Municipal Utility
Jody E. Smith        Director of Adminis-       Trustee
                     trative Services,
                     West Des Moines
Robert Haug          Executive Director,        Ex Officio
                     Iowa Association of        Trustee
                     Municipal Utilities        Secretary
Thomas Bredeweg      Executive Director,        Ex Officio
                     Iowa League of             Trustee
                     Cities                     Treasurer
William Peterson     Executive Director,        Ex Officio
                     Iowa State Association     Trustee,
                     of Counties                Asst. Secretary

Ex Officio Trustees have no voting power in connection with any actions that the
Trustees  may take on behalf of IPAIT.  The  Trustees  have  legal  title to the
assets  of IPAIT for the  benefit  of the  Participants.  In their  capacity  as
Trustees, the Trustees function on behalf of the Participants, as the agents and
fiduciaries of the Participants, to implement and administer the Declaration, as
an agreement among the Participants.  The Chairman,  Vice Chairman,  Second Vice
Chairman,  Secretary,  Assistant Secretary,  and Treasurer serve on an Executive
Committee.  The  Executive  Committee  may exercise all of the  authority of the
Board of  Trustees  except  that the  Executive  Committee  cannot  create a new
Portfolio or a series of units or change investment policies.

The Iowa State  Association of Counties,  the Iowa League of Cities and the Iowa
Association of Municipal  Utilities have each appointed three Trustees to 3-year
staggered terms.

If, at any time after election to the Board of Trustees, a Trustee is associated
with a city  utility,  county or city  which  ceases to be a  Participant,  such
Trustee must resign.

No Trustee  (whether voting or nonvoting) of IPAIT will receive any compensation
from IPAIT,  the  Administrator,  Advisor or Custodian  for his or her services.
IPAIT will  reimburse  the Trustees for their  reasonable  expenses  incurred on
behalf of IPAIT.

IPAIT refers to the Trustees in their capacity  collectively as Trustees and not
individually  or personally.  All persons dealing with IPAIT must look solely to
IPAIT assets for the enforcement of claims against IPAIT. The Trustees, officers
and  Participants  do not assume any liability for  obligations  entered into on
behalf of IPAIT.

The Joint Powers  Agreement and Declaration of Trust shall not create any right,
title, privilege or entitlement in any person, corporation or other legal entity
except a  Participant  and a Person that has a direct and written  contract with
IPAIT.  The terms and conditions of the Declaration of Trust are not intended to
and shall not be construed to create any cause of action, legal or equitable, in
any Person against the Participants,  Trustees, officers, employees,  Sponsoring
Associations or agents of IPAIT,  except as is provided by specific  language in
the  Declaration  or by specific  language in written  agreements  or  contracts
entered into by the Trustees in  implementing  IPAIT. It is not intended and the
terms of the  Declaration  shall not be construed so that any breach  thereof by
Participants, Trustees, officers, employees or agents of IPAIT creates an action
at common law, tort, contract or otherwise.

A Trustee is not personally  liable for a claim based upon an act or omission of
the Trustee performed in the discharge of the Trustee's duties,  except for acts
or omissions which involve  intentional  misconduct or knowing  violation of the
law or for a  transaction  from which the Trustee  derives an improper  personal
benefit.

The Trustees are  responsible  for the  management of IPAIT,  the conduct of its
affairs,  and the  management and  distribution  of IPAIT assets.  However,  the
Trustees  are not  required  personally  to conduct all of the affairs of IPAIT.
Consistent   with  their   responsibility,   the  Trustees  have   appointed  an
Administrator-Advisor,  Bank Trust  Services  Provider  and  Custodian  and have
assigned to them such duties as the Trustees have deemed appropriate with regard
to the  investment,  administration,  record  keeping  and custody of moneys and
investments of IPAIT.

                            THE ADMINISTRATOR-ADVISOR

Investors  Management  Group  ("IMG"),  2203  Grand  Avenue,  Des  Moines,  Iowa
50312-5338, an investment advisor registered under the Investment Company Act of
1940,   serves   as   the   IPAIT   Administrator-Advisor,    pursuant   to   an
Administrator-Advisor  Agreement.  Since IMG was founded in 1982,  its principal
business has been  providing  continuous  investment  management  to pension and
profit-sharing plans, insurance companies,  public agencies,  banks,  endowments
and charitable  institutions,  mutual funds,  individuals and others. As of June
30, 1996, IMG had approximately  $1.4 billion in equity,  fixed income and money
market assets under management.  David W. Miles,  Mark A. McClurg,  and James W.
Paulsen are  principal  shareholders  of IMG. The Trust is managed by Kathryn D.
Beyer, CFA, Managing  Director.  Ms. Beyer is a fixed income strategist and is a
member of IMGs Investment Policy Committee. Her experience includes serving as a
securities analyst and director of  mortgage-backed  securities for Central Life
Assurance Company. She received her Master of Business Administration from Drake
University and her Bachelor of Science degree in agricultural  engineering  from
Iowa State  University.  The  Administrator-Advisor  furnishes IPAIT with advice
with respect to IPAIT operations and the investment of its assets subject to and
in  conformity  with the  Declaration  of Trust and the policies  adopted by the
Board of Trustees;  provides daily account services to Participants;  determines
and   allocates   income  of  IPAIT;   provides  all   participant   transaction
confirmations and monthly account summaries;  provides administrative personnel,
equipment and office space to IPAIT;  determines the net asset value of IPAIT on
a daily basis; and performs all related  administrative  services for IPAIT. The
IPAIT  agreement with the  Administrator-Advisor  is approved  annually,  is not
assignable, and is cancelable on 60 days notice by either party without penalty.
It will remain in effect until  December 31, 1997, and thereafter as approved by
the  Trustees.  For the fiscal year ended June 30, 1996,  fees paid by IPAIT and
IPAIT DGO to IMG for  investment  advisory  services  amounted to  $278,236  and
$72,160,   respectively,   or  approximately  0.14  percent  and  0.15  percent,
respectively, of the Fund's average net assets.

                                  THE CUSTODIAN

Norwest Bank Iowa, N.A., 666 Walnut,  P.O. Box 837, Des Moines, Iowa 50304-0837,
acts as Custodian  for IPAIT  pursuant to a Custodian  Agreement.  The Custodian
will hold in a separate account all investment instruments and moneys, including
cash  received for each  Portfolio.  Subject to the terms and  conditions of the
Custodian Agreement, the Custodian may register or transfer assets of IPAIT into
the  Custodian's  name or the name of a nominee or  nominees  provided  that the
books and records of the  Custodian  at all times show that such  accounts are a
part of IPAIT.  All IPAIT  security  transactions  are  handled  on the basis of
delivery  versus  payment of the  custodian or its nominee or  nominees.  IPAITs
agreement with the Custodian is approved  annually,  is not  assignable,  and is
cancelable on 60 days notice by either party without penalty.  It will remain in
effect until December 31, 1997, and thereafter as approved by the Trustees.

                               BANK TRUST SERVICES

Norwest Bank Iowa,  N.A.,  666 Walnut  Street,  P.O.  Box 837, Des Moines,  Iowa
50304-0837 (the Bank),  provides all Bank Trust Services for IPAIT pursuant to a
Bank Trust  Services  Agreement.  Bank Trust  Services  provided  shall  include
facilitating  and  processing  all  movement  of  monies  between  IPAIT and the
Participant's accounts at the Participant's local financial institutions, verify
that each  transaction  is  initiated  by an  authorized  representative  of the
Participant and, utilizing banking and trust procedures,  follow procedures that
assure  that all  IPAIT or  Participant  funds be moved  only  within a  "closed
system"  between  the   Participant's   preauthorized   local  account  and  the
Participant's  IPAIT  account  and assure  that all monies  received  from or on
behalf of  Participants  are fully  collected  and  available.  The IPAIT  Trust
Services Agreement with the Bank is approved annually, is not assignable, and is
cancelable on 60 days notice by either party without penalty.  It will remain in
effect until December 31, 1997, and thereafter as approved by the Trustees.

                ADMINISTRATIVE AND DISTRIBUTION RELATED SERVICES

The Trust has adopted a Rule 12b-1 Plan ("Plan")  which permits the Trust to pay
certain  distribution  related  expenses.  Under  the Plan,  the Trust  pays the
Sponsoring  Associations  a fee at the  annual  rate of .10  percent  of average
annual net assets for  providing to the Trust various  administrative  services,
including  clerical and  administrative  services in connection with meetings of
the Board of Trustees, evaluation of performance of service providers, review of
compliance with  investment  policies,  providing the Board of Trustees  various
reports thereon,  providing marketing  assistance and maintaining Trust records.
The Sponsoring  Associations were instrumental in the establishment of the Trust
which was and is  intended to assist  Iowa  public  agencies in cash  management
thereby  lessening the burdens of  government.  The  Executive  Directors of the
Sponsoring Associations serve as officers and members of the Executive Committee
of IPAIT.  The Plan is approved  annually  by the  Trustees  only after  careful
consideration  of whether  there is a reasonable  likelihood  that the Plan will
benefit the Trust and the Participants.

                                      TAXES

Counsel for IPAIT is of the opinion that IPAIT is not subject to Federal or Iowa
income tax and that  distributions  received by Participants  are not taxable to
them.

                             REPORTS TO PARTICIPANTS

Participants  receive  an  "advice  of  activity"  confirming  all  transactions
processed.  Participants  will  receive  a  monthly  statement  summarizing  all
activity on each account  opened with IPAIT.  This statement will include a list
of all  investments  currently held by IPAIT for the  Participant.  In addition,
Participants  will be  provided  monthly  performance  information  illustrating
historical  investment   performance  and  yield.  IPAIT  will  issue  unaudited
semi-annual  reports which will include a list of securities  owned by IPAIT and
complete financial statements.  It will also issue an annual report containing a
financial report audited by the IPAIT  independent  auditors,  KPMG Peat Marwick
LLP.
                              DECLARATION OF TRUST

IPAIT was  established  as of October 1, 1987,  as a common law trust  under the
laws of the  State  of Iowa by the  adoption  and  execution  of a Joint  Powers
Agreement and Declaration of Trust by the Maquoketa  Municipal Electric Utility,
Buchanan County,  and the City of Fairfield.  Additional Iowa cities,  counties,
city utilities and the other eligible participants (including 28E organizations)
may become  Participants in the manner described in this Information  Statement.
The Joint Powers  Agreement  and  Declaration  of Trust was amended on August 1,
1988 and May 1, 1993, and restated as of May 1, 1993.

Each potential  Participant is given a copy of the Declaration before it becomes
a Participant.  The summary of the Declaration  given herein is qualified in its
entirety by reference to the full text of the Declaration.

DESCRIPTION OF TRUST UNITS - The Declaration  authorizes an unlimited  number of
full and fractional  Trust Units which may be issued in series.  All Trust Units
of each series  participate  equally in the allocation of distributions and have
equal  liquidation and other rights  pertaining to that series.  The Trust Units
have no conversion, exchange or preemptive rights.

For all matters  requiring a vote of Participants,  each Participant is entitled
to one vote with respect to each matter.  It is not  necessary for a Participant
to hold any minimum number of Units to be entitled to vote. Participants are not
entitled to cumulative voting.

No Trust Units may be transferred  to any transferee  other than IPAIT itself at
the time of redemption.

PARTICIPANT  LIABILITY - The Declaration  provides that Participants will not be
subject to any liability  whatsoever in tort, contract or otherwise to any other
person or persons in connection with IPAIT property or the affairs of IPAIT. Any
Participant  made a party to any suit or  proceedings  to assert or enforce  any
such liability shall not on account thereof be held to any personal liability.

TERMINATION  OF THE  DECLARATION  OF  TRUST -  IPAIT  may be  terminated  by the
affirmative  vote of a majority of Participants  entitled to vote at any meeting
of Participants or by an instrument in writing,  without a meeting,  signed by a
majority of the  Trustees  and  consented  to by not less than a majority of the
Participants entitled to vote.

AMENDMENT OF THE  DECLARATION OF TRUST.  The  Declaration  may be amended at any
meeting of  Participants  or by an instrument or instruments in writing,  by the
affirmative  vote or signed  approval  of a majority  of the  Participants.  The
Trustees,  from time to time, by a two-thirds  vote of the Trustees and after 15
days prior written notice to the Participants, may amend the Declaration without
the vote or consent of the  Participants,  to the extent they deem  necessary to
conform the  Declaration to the  requirements of applicable laws or regulations,
or any interpretation  thereof by a court or other governmental  agency; but the
Trustees shall not be liable for failing to do so.

WITHDRAWAL - A Participant  may withdraw from IPAIT at any time by notifying the
Trustees as specified in the Declaration.

DEFINITIONS  -  Unless  otherwise  expressly  defined  herein,  words  that  are
capitalized in this Information  Statement have the meaning defined in the Joint
Powers Agreement and Declaration of Trust.

                     LEGAL COUNSEL AND INDEPENDENT AUDITORS

Ahlers, Cooney,  Dorweiler,  Haynie, Smith & Allbee, P.C., 100 Court Avenue, Des
Moines, Iowa 50309, serves as general counsel to IPAIT.

KPMG Peat Marwick LLP, 2500 Ruan Center, Des Moines,  Iowa 50309,  serves as the
IPAIT independent auditors.

                                 DOCUMENT COPIES

Copies  of  the  Joint  Powers   Agreement  and   Declaration   of  Trust,   the
Administrator-Advisor Agreement and the Custodian Agreement can be obtained from
the Iowa  Public  Agency  Investment  Trust,  P.O.  Box 837,  Des  Moines,  Iowa
50304-0837.

<PAGE>
                       INSTRUCTIONS AND APPLICATION FORM

HOW TO OPEN ACCOUNTS WITH IOWA PUBLIC AGENCY INVESTMENT TRUST  (IPAIT)

Any city, county, or city utility which is,  respectively,  a member of the Iowa
League of Cities, the Iowa State Association of Counties or the Iowa Association
of  Municipal   Utilities  and  other   eligible   participants   including  28E
organizations  may join IPAIT as a "Participant"  and take full advantage of its
investment programs.

A CITY,  COUNTY OR CITY  UTILITY  (OR 28E  ORGANIZATION)  THAT WISHES TO OPEN AN
ACCOUNT WITH IPAIT AND BECOME A PARTICIPANT SHOULD COMPLETE FORMS A AND B.

FORM A (Model Resolution)

The City Council, County Board of Supervisors,  or Utility Board of Trustees (or
governing body of other eligible participants  including 28E organizations) must
adopt a resolution in the form as provided by the model resolution.  The adopted
resolution  must be certified  using the  certificate  provided.  The resolution
authorizes the city, county,  municipal utility or other eligible participant to
become a  Participant  of IPAIT  and  adopts  the  Joint  Powers  Agreement  and
Declaration  of Trust.  It also  designates  the  officials  of the  Participant
authorized to effect  transactions with IPAIT. Form A must be completed with the
Participant, the names and titles of Authorized Officials, the signatures of the
presiding officer and clerk/secretary  and a certification  signed and notarized
by the clerk/secretary. Form A and the certificate are to be sent with Form B to
the IPAIT  Administrator-Advisor  at the address given herein.  The  Participant
must  include a copy of the  Resolution  along  with a copy of the Joint  Powers
Agreement  and  Declaration  of Trust in the minutes of the meeting at which the
Resolution is approved.

FORM B (Application Form)

This form must be  completed  by an  Authorized  Official.  Form B provides  all
applicable  information  about the  Participant and the local  depository  bank.
After an application is received by the IPAIT  Administrator-Advisor  an account
and an  account  number  will  be  assigned.  Once  the  account  is  open,  the
Participant may make its initial investment,  according to the "Instructions for
Investment and Withdrawals," given at the back of this publication. Supplemental
Form B should be used for opening additional accounts.

For more information regarding the opening of an account or the use of automated
clearinghouse   transfer  (ACH),   please  call  the  IPAIT   toll-free   number
(800)872-4024 or 245-3245 in Des Moines.

NOTE:  All completed forms should be mailed to IPAIT at the following address:

                  Iowa Public Agency Investment Trust
                  P.O. Box 837
                  Des Moines, Iowa  50304-0837
<PAGE>
                  IOWA PUBLIC AGENCY INVESTMENT TRUST (IPAIT)
                                   RESOLUTION

FORM A                                                 Date __________________



A RESOLUTION  AUTHORIZING  THE APPROVAL OF AND  PARTICIPATION  IN A JOINT POWERS
AGREEMENT AND DECLARATION OF TRUST FOR THE IOWA PUBLIC AGENCY  INVESTMENT TRUST,
AUTHORIZING  INVESTMENTS THROUGH THE FIXED TERM AUTOMATED  INVESTMENT PROGRAM OF
IPAIT AND AUTHORIZING IPAIT TO DESIGNATE AND NAME DEPOSITORIES.

         WHEREAS, Iowa Code section 28E.1 permits political subdivisions to make
efficient use of their powers by enabling  them to provide  joint  services with
other Public Agencies and to cooperate in other ways of mutual advantage, and to
exercise and enjoy  jointly any powers,  privileges  or  authority  exercised or
capable  of being  exercised  by one  Public  Agency  of this  state or  private
agencies for the joint or cooperative action; and

         WHEREAS,  Iowa  Code sections  331.555 and 384.21 empowers Cities, City
Utilities,  and Counties to invest  their  moneys pursuant to a joint investment
agreement; and

         WHEREAS,  the City of Fairfield,  the Maquoketa Municipal Utility,  and
Buchanan County are political  subdivisions  organized and existing under and by
virtue of the laws and  Constitution  of the State of Iowa and have approved the
Joint  Powers   Agreement  and  Declaration  of  Trust  and  thereby  they  have
established the Iowa Public Agency  Investment  Trust as of October 1, 1987, and
amended as of May 1, 1993; and

         WHEREAS,  this Governing Body desires to adopt and enter into the Joint
Powers  Agreement and  Declaration  of Trust,  and it is in the best interest of
this Governing Body to  participate in the Iowa Public Agency  Investment  Trust
for the purpose of joint investment of moneys with other cities,  city utilities
and counties to enhance investment earnings to each; and

         WHEREAS,  this  Governing Body deems it to be advisable for this Public
Agency to make use,  from time to time, of the Fixed Term  Automated  Investment
Program available to Participants of IPAIT;

         NOW, THEREFORE, BE IT RESOLVED:

         Section  1. The Joint  Powers  Agreement  and  Declaration  of Trust is
approved and adopted. This Public Agency joins with the other public agencies in
accordance with the Joint Powers Agreement and Declaration of Trust, as amended,
(the "Declaration of Trust") which is incorporated  herein by reference with the
same  effect  as if it had  been  set  out in  this  resolution  by  becoming  a
Participant  of IPAIT.  The Joint Powers  Agreement and  Declaration of Trust is
filed in the minutes of the  meeting at which this  Resolution  is adopted.  The
authorized  officials of this Public Agency are directed and  authorized to take
such actions and execute documents as may be deemed necessary and appropriate to
effect  the  entry of this  Public  Agency  into the  Declaration  of Trust  and
adoption  thereof by this Public  Agency and to carry out the intent and purpose
of this Resolution.

         Section 2. This Public  Agency is  authorized  to invest its  available
moneys  from  time to time and to  withdraw  such  moneys  from  time to time in
accordance  with the  provisions of the  Declaration of Trust and the Fixed Term
Automated Investment Program of IPAIT.

Payment  for any  investments  made within the Fixed Term  Automated  Investment
Program is authorized from the Public Agency's specified IPAIT Account. Interest
and principal payments must be credited to the Public Agency's  designated Trust
Account.  The  Custodian  will  hold  investments  in the name of IPAIT  for the
account of the Public Agency.

The following  officers and officials of this Public Agency and their respective
successors in office each are  designated as  "Authorized  Officials"  with full
power and authority to effectuate  the  investment and withdrawal of moneys with
this  Public  Agency  from  time to time in  accordance  with the  Joint  Powers
Agreement and Declaration of Trust.

__________________________________          __________________________________
          Printed Name                                     Title

__________________________________          __________________________________
          Printed Name                                     Title

__________________________________          __________________________________
          Printed Name                                     Title


IPAIT must be advised of any changes in Authorized  Officials in accordance with
procedures established by IPAIT.

         Section 3. The  Trustees  of IPAIT are  designated  as having  official
custody of this Public Agency's moneys which are invested in accordance with the
Joint  Powers  Agreement  and  Declaration  of Trust and any moneys  invested in
accordance with the Trust's Fixed Term Automated Investment Program.

         Section 4. IPAIT is authorized to designate and name  depositories  and
to file form  CPE-31019,  to execute  documents,  and to take  actions as may be
necessary  to  purchase  and make  payment,  sell,  secure,  or take  payment of
principal  and  interest.  Certificates  of deposit must be purchased  only from
financial  institutions  designated by IPAIT which are approved  depositories as
prescribed by Iowa Code chapter 573.

         Section 5.  Authorization  is given for members and  officials  of this
Public  Agency to serve as  Trustees  of IPAIT from time to time if  selected as
such pursuant to the provisions of the Declaration of Trust.

         Section  6.  Unless  otherwise   expressly  defined,   words  that  are
capitalized  in  the  Resolution  have  meanings  defined  in the  Joint  Powers
Agreement and Declaration of Trust.


Passed      and      approved      this      ___________________      day     of
_______________________________,19_________.



__________________________________          __________________________________
     Name of Public Agency                    Signature of Presiding Officer


ATTEST:


__________________________________
        Clerk/Secretary




NOTE:  Please  mail  one  original copy of this form and the certification and a
completed application Form B to the following address:

                  IOWA PUBLIC AGENCY INVESTMENT TRUST
                  P.O. Box 837
                  Des Moines, Iowa   50304-0837


                         This form may be photocopied.
<PAGE>
                      IOWA PUBLIC AGENCY INVESTMENT TRUST



FORM A CERTIFICATE



STATE OF IOWA              )
                           )SS:
COUNTY  OF                 )

         I, the undersigned of _________________________________, State of Iowa,
do certify that attached is a complete copy of the portion of the records of the
Governing Body of the named Public Agency,  and  the  same is a complete copy of
the action taken by the Governing Body of the Public Agency with respect to this
matter at the meeting held on this date;  these proceedings remain in full force
and effect and have not been amended or rescinded in any way;  that this meeting
and all action was publicly held in accordance with notice of public meeting and
tentative  agenda,  a copy of which  was  timely  served  on each  member of the
Governing  Body of the Public  Agency  and  posted on a bulletin  board or other
prominent  place easily  accessible to the public  clearly  designated  for that
purpose,  at the principal  office of the Governing Body and in accordance  with
the provisions of Iowa Code chapter 21, with at least 24 hours advance notice to
the  public  and media as required by law and with members of the public present
in attendance.

         I further certify that the individuals  named therein were on this date
lawfully  possessed of their  respective  offices as indicated,  that no vacancy
existed  except as may be  stated in  proceedings,  and that no  controversy  or
litigation  is  pending,  prayed  or  threatened  involving  the  incorporation,
organization,  existence or  boundaries of the Public Agency or the right of the
individuals named herein as officers to their respective positions.

WITNESS my hand hereto affixed this ____________ day of _______________, 19___.


                                      By _____________________________________
                                         (Clerk/Secretary for Public Agency)



Subscribed and sworn to before me on this __________ day of ___________, 19___.


                                         _____________________________________
                                                     (Notary Public)
<PAGE>
                        

                      IOWA PUBLIC AGENCY INVESTMENT TRUST
                                APPLICATION FORM

FORM B

I.  BASIC INFORMATION

Name of Public Agency: _______________________________________________________

(Check one)     |_| City       |_| City Utility       |_| County  
                |_| 28E Organization      |_| Other:

(Check all appropriate box(es) Member of:  ILC |_|      IAMU |_|     ISAC |_| 

Federal Identification Number ________________________________________________

Contact Person and Title _____________________________________________________

Address ______________________________________________________________________

Telephone Number (         )__________________________________________________


IF INITIAL INVESTMENT IS ENCLOSED, PLEASE INDICATE AMOUNT $ __________________
                                           (Payable to Norwest Bank Iowa, N.A.)

II.  NEW ACCOUNT INFORMATION

Authorization  is  hereby  given  to  Investors   Management   Group,  as  IPAIT
Administrator-Advisor, to open the following Iowa Public Agency Investment Trust
Account(s).

Name to appear on IPAIT Account (e.g. General Fund, etc.)* ___________________

Name and Address of Local Depository for funds transfer ______________________

______________________________________________________________________________

______________________________________________________________________________

Local Depository Account Number ______________________________________________

checking  |_|       savings  |_| 
(For your protection, only one depository account may be accessed
 per IPAIT account)

Depository's ABA Routing Number ______________________________________________
(This number can be obtained from bottom of blank check or by
 calling your depository)

III.  DEPOSIT/WITHDRAWAL INFORMATION AND AUTHORIZATION

Authorization   is  given  to   Investors   Management   Group,   as  the  IPAIT
Administrator-Advisor,  to  honor  any  request  believed  to be  authentic  for
investment to or withdrawal  from IPAIT.  Moneys will be  transferred  only upon
telephone,  written or personal notice from an Authorized Official of the Public
Agency.  Upon notification,  the  Administrator-Advisor  will initiate debit and
credit  entries  to the  local  depository  account(s)  indicated  and the local
depository(ies)  are authorized to debit and credit the same to such account(s).
Transfer must be made by Automated  Clearinghouse  Transfer (ACH), if available,
unless  otherwise  directed by the Public Agency.  There is no direct charge for
ACH transfers.

IV.  INFORMATION STATEMENT AND DECLARATION OF TRUST

It is  hereby  certified  that the  Public  Agency  has  received  a copy of the
Information  Statement  of IPAIT and a copy of the Joint  Powers  Agreement  and
Declaration of Trust and agrees to be bound by the terms of such documents.

V.  EFFECTIVENESS OF APPLICATION FORM

The information, certifications and authorizations set forth on this application
shall  remain in full force and effect  until the IPAIT  Administrator  receives
written notification of a change.


VI.  AUTHORIZED SIGNATURES

The following are Authorized Officials (as designated in Resolution - Form A) of
this Public Agency to effectuate the investment and withdrawal of moneys of this
Public  Agency from time to time in accordance  with the Joint Powers  Agreement
and Declaration of Trust.

__________________________________
     NAME OF PUBLIC AGENCY


_________________________  _______________  ______________________  __________
      PRINT OR TYPE NAME       TITLE            SIGNATURE             DATE
    OF AUTHORIZED OFFICIAL                  (AUTHORIZED OFFICIAL)

_________________________  _______________  ______________________  __________
      PRINT OR TYPE NAME       TITLE            SIGNATURE             DATE
    OF AUTHORIZED OFFICIAL                  (AUTHORIZED OFFICIAL)

_________________________  _______________  ______________________  __________
      PRINT OR TYPE NAME       TITLE            SIGNATURE             DATE
    OF AUTHORIZED OFFICIAL                  (AUTHORIZED OFFICIAL)


VII.  APPLICATION SIGNATURE

Application is hereby made this ______ day of ______________________ , 19____.


Name: _________________________________     Title:____________________________


Signature ____________________________________________________________________
This application form must be signed by an official authorized by Resolution to
Transact business with IPAIT. (See Resolution Form A for Authorized Officials)


Mail this form along with FORM A to:

       IOWA PUBLIC AGENCY INVESTMENT TRUST
       P.O. Box 837
       Des Moines, Iowa 50304-0837

                          This form may be photocopied


* FOR ADDITIONAL IPAIT ACCOUNTS, USE SPACE PROVIDED ON SUPPLEMENTAL FORM B.
<PAGE>

                           ADDITIONAL IPAIT ACCOUNTS

             COMPLETE THE FOLLOWING INFORMATION FOR EACH ADDITIONAL
                           IPAIT ACCOUNT TO BE OPENED

SUPPLEMENTAL FORM B

Name of Public Agency ________________________________________________________



Name to appear on IPAIT Account (e.g. General Fund, etc.)_____________________

Name and Address of Local Depository for funds transfer ______________________

______________________________________________________________________________

______________________________________________________________________________


Local Depository Account Number ________________   checking |_|    savings |_|
(For your protection, only one depository account may be 
accessed per IPAIT account)

Depository's ABA Routing Number _________________
(This number can be obtained from bottom of blank check 
or by calling depository)


Name to appear on IPAIT Account (e.g. General Fund, etc.) ____________________

Name and Address of Local Depository for funds transfer ______________________

______________________________________________________________________________

______________________________________________________________________________

Local Depository Account Number ________________   checking |_|    savings |_|
(For your protection, only one depository account may be
accessed per IPAIT account)

Depository's ABA Routing Number ________________
(This number can be obtained from bottom of blank check
or by calling depository)


Name to appear on IPAIT Account (e.g. General Fund, etc.) ____________________

Name and Address of Local Depository for funds transfer ______________________

______________________________________________________________________________

______________________________________________________________________________

Local Depository Account Number ________________   checking |_|    savings |_|
(For your protection, only one depository account may be
accessed per IPAIT account)

Depository's ABA Routing Number ________________
(This number can be obtained from bottom of blank check
or by calling depository)

                                        _______________________________________
                                        Signature of Authorized Official

                         This form may be photocopied.
<PAGE>

                                INSTRUCTIONS FOR
                               MAKING PLACEMENTS

A.   To make a Placement by Automated Clearinghouse TRANSFER (ACH) DEBIT: 
     (Interest always begins the following business day)

     l.  Call 1-800-872-4024 prior to 2:00 p.m. and an IPAIT representative will
         answer - "Iowa Public Agency Trust."

     2.  Say:  "This  is  (city,  city utility,  county)  of _____ (name) _____,
         IPAIT  Participant  No. _____,  with an ACH Placement, in the amount of
         $_____.   My  local  financial   institution  is  _____,  and the local
         checking/savings account number is _____."

     3.  The  IPAIT  representative  will  repeat  the  information   given  and
         acknowledge that the placement is accepted.

NOTE:  Notice must be received prior to 2:00 p.m. to begin earning  interest the
       next business day.

B.   TO MAKE A PLACEMENT BY WIRING MONEYS:  (Interest begins same day)

     l.  Call 1-800-872-4024 prior to 10:00 a.m.  and  an  IPAIT  representative
         will answer - "Iowa Public Agency Trust."

     2.  Say:   "This  is  (city,  city  utility,  county) of _____ (name)_____,
         IPAIT  Participant  No _____,  with  a wire investment in the amount of
         _____.   This will be coming from  _____(Financial Institution name and
         account number) _____."

     3.  The   IPAIT  representative  will  repeat  the  information  given  and
         acknowledge the placement.

     4.  Instruct  your  local  Financial  Institution  to wire the  moneys  to:
         Norwest Bank Iowa,  N.A., Des Moines,  ABA #073000228,  credit #405200,
         Iowa Public Agency Investment  Trust,  further credit to (Public Agency
         name and IPAIT Participant number).

NOTE:    To be credited  the same day,  THE  PARTICIPANT  MUST CALL BEFORE 10:00
         a.m. and THE LOCAL FINANCIAL  INSTITUTION  MUST DEPOSIT MONEYS WITH the
         federal reserve wire system no later than 10:00 a.m.

C.   TO MAKE A PLACEMENT BY CHECK OR BANK DRAFT:
     (Interest begins usually one business day following receipt)

     1.  Mail or deliver checks  endorsed for deposit or made payable to Norwest
         Bank Iowa,  N.A. along with  placement instructions, giving name of the
         Public Agency, IPAIT Participant number, and placement amount.  Mail or
         deliver to:

              IOWA PUBLIC AGENCY INVESTMENT TRUST
              c/o Norwest Bank Iowa, N.A.
              666 Walnut, P.O. Box 837
              Des Moines, Iowa  50304-0837

                                INSTRUCTIONS FOR
                               MAKING REDEMPTIONS

A.   To make a REDEMPTION by Automated Clearinghouse TRANSFER (ACH) CREDIT:  
     (Moneys transferred next business day after request)

     l.  Call 1-800-872-4024 prior to 2:00 p.m. and an IPAIT representative will
         answer - "Iowa Public Agency Trust."

     2.  Say:   "This  is  (city,  city utility, county) of _____ (name)  _____,
         IPAIT Participant No. _____,with an  ACH  redemption  request,  in  the
         amount  of  $_____.    My local financial institution is _____, and the
         local checking/savings account number is _____."

     3.  The   IPAIT  representative  will  repeat  the  information  given  and
         acknowledge the redemption.

NOTE:    Notice must be received prior to  2:00 p.m. for moneys to be on deposit
         in your local  FINANCIAL  INSTITUTION the next business day.

B.   TO MAKE REDEMPTIONS BY WIRING MONEYS: (Moneys transferred same day)

     1.  Call  1-800-872-4024  prior  to  10:00 a.m. and an IPAIT representative
         will answer - "Iowa Public Agency Trust."

     2.  Say:   "This  is  (city,  city  utility, county) of _____ (name) _____,
         IPAIT  Participant  No. _____,  with  a wire redemption request, in the
         amount of $_____."

     3.  Provide instructions for wiring, including local financial institution,
         location,  account number,  and name and telephone  number of a contact
         person at that financial institution.

     4.  The   IPAIT  representative  will  repeat  the  information  given  and
         acknowledge the redemption.

NOTE:    Notice must be received prior to 10:00 a.m. for transfers to be made 
         the same day.

C.   To receive a check by mail:  (This option is available but not  recommended
     since the IPAIT Account is debited the same day check is written)

Call 1-800-872-4024 and an IPAIT representative will assist you.



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