IOWA PUBLIC AGENCY INVESTMENT TRUST
POS AMI, 1998-09-29
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              As filed with the Securities and Exchange Commission
                              on September 30, 1998

                                                       Registration No. 811-7696


          Pursuant to Rule 8b-16 promulgated under Section 8(b) of the
                         Investment Company Act of 1940

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-1A


                          REGISTRATION STATEMENT UNDER
                     THE INVESTMENT COMPANY ACT OF 1940                    |_|

                                 Amendment No. 6                           |X|

                       (Check appropriate box or boxes.)

          -----------------------------------------------------------



                      IOWA PUBLIC AGENCY INVESTMENT TRUST
               (Exact Name of Registrant as Specified in Charter)
                               2203 Grand Avenue
                          Des Moines, Iowa 50312-5338
               (Address of Principal Executive Offices)(Zip code)

       Registrant's Telephone Number, Including Area Code: (515) 244-5426



                             Edgar H. Bittle, Esq.
                       Ahlers, Cooney, Dorweiler, Haynie,
                              Smith & Allbee, P.C.
                    100 Court Avenue, Des Moines, Iowa 50309
                    (Name and Address of Agent for Service)

          -----------------------------------------------------------


                        Copies of all communications to:

                              JOHN C. MILES, ESQ.
                            Cline, Williams, Wright,
                              Johnson & Oldfather
                             19th Floor, 233 S. 13th
                            Lincoln, Nebraska 68508

                             EDGAR H. BITTLE, ESQ.
                       Ahlers, Cooney, Dorweiler, Haynie,
                              Smith & Allbee, P.C.
                                100 Court Avenue
                             Des Moines, Iowa 50309
<PAGE>


                               IOWA PUBLIC AGENCY
                                INVESTMENT TRUST
                                     (IPAIT)



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









- --------------------------------------------------------------------------------


                              INFORMATION STATEMENT
                               September 30, 1998


- --------------------------------------------------------------------------------

              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
   Year 2000 Issues....................................................5
Investing in IPAIT Portfolio Units
   Portfolio Investments...............................................5
   Investments by Bank Funds Transfer..................................5
   Income Distributions................................................6
Redeeming IPAIT Portfolio Units
   Portfolio Withdrawals...............................................6
Valuing IPAIT Portfolio Trust Units
   Portfolio Transactions..............................................7
   Calculating Yield...................................................7
   Expenses of IPAIT...................................................7
Trustees and Officers..................................................7
The Administrator-Advisor..............................................8
The Custodian..........................................................9
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............................10
   Amendment of the Declaration of Trust..............................10
   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.

                                Year 2000 Issues

The Portfolios could be adversely  affected if the computer systems  (including,
without limitation,  accounting systems, custom built software, imaging systems,
telecommunications  systems,  and on-line access systems on which the Portfolios
rely) are not able to properly  process and calculate  date-related  information
and data on and after January 1, 2000.  This is commonly known as the "Year 2000
Issue." This Year 2000 Issue may affect  mutual  funds,  financial  and business
organizations,  and  individuals  around the world.  Failure to address the Year
2000 Issue could result in  interruptions  to and other material adverse effects
on the Portfolio's  business  operations.  In order to assure that this does not
occur, the  Administrator-Advisor,  Bank Trust Services provider,  and Custodian
plan to devote such resources as are necessary to resolve any  significant  Year
2000  Issues in a timely  manner.  The IPAIT  Administrator-Advisor,  Bank Trust
Services provider,  and Custodian have commenced a review of the Year 2000 Issue
with clients,  business partners,  and other services providers as it may affect
the Portfolios and are taking steps that they believe are reasonably designed to
address the Year 2000 Issue.  Year 2000 Issue compliance  testing and changes to
IPAIT  Administrator-Advisor,  Bank Trust Services provider, Custodian and other
service provider  computer  programs and hardware are underway and are scheduled
to be  completed  by December 31, 1998.  Full scale  testing and  monitoring  of
computer   systems   will   continue   as  January  1,  2000   approaches.   The
Administrator-Advisor,   Bank  Trust  Services  provider,   and  Custodian  have
developed contingency plans in case of Year 2000 Issue noncompliance.

                                  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 next  determined  after an  investment
order has been  received.  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.

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 the net asset
value next  determined  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,  1998,  for IPAIT and IPAIT DGO was
5.09% and 5.02%, 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,  1998,  total  expenses of the  Portfolios
amounted to 0.57 percent and 0.60 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             
Robert Hagey         Treasurer,                 Chair and Trustee
                     Sioux County               
Tom Hanafan          Mayor, Council Bluffs      Vice Chair and Trustee
Ken Alberts          Director of Planning &     Second Vice Chair and Trustee
                     Development
                     Cedar Falls Utilities
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 Smith           Director of Adminis-       Trustee
                     trative Services,
                     West Des Moines
Robert Haug          Executive Director,        Ex Officio Trustee,
                     Iowa Association of        Secretary
                     Municipal Utilities        
Thomas Bredeweg      Executive Director,        Ex Officio Trustee,
                     Iowa League of             Treasurer
                     Cities                     
William Peterson     Executive Director,        Ex Officio Trustee,
                     Iowa State Association     Asst. Secretary
                     of Counties

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.  IMG,  a  wholly-owned  subsidiary  of  AMCORE
Financial Inc., was organized in 1982. Since then, the firm's principal business
has  been   providing   continuous   investment   management   to  pension   and
profit-sharing plans, insurance companies,  public agencies,  banks,  endowments
and charitable  institutions,  individuals and others.  As of June 30, 1998, IMG
had approximately  $3.9 billion in equity,  fixed income and money market assets
under management.  The Trust has been managed by Kathryn D. Beyer, CFA, Managing
Director since 1993.  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, 2000, and thereafter as approved by
the  Trustees.  For the fiscal year ended June 30, 1998,  fees paid by IPAIT and
IPAIT DGO to IMG for  investment  advisory  services  amounted to  $242,990  and
$81,737,   respectively,   or  approximately  0.13  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, 2000, 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, 2000, 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,  the Bank Trust  Services  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.
<PAGE>

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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,
                                   (NAME OF PUBLIC AGENCY)
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.
<PAGE>
- --------------------------------------------------------------------------------
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.
<PAGE>
                       IOWA PUBLIC AGENCY INVESTMENT TRUST


                       STATEMENT OF ADDITIONAL INFORMATION


                               September 30, 1998

                                Table of Contents


                                                                      Page
                                                                      ----

Investment Objectives, Policies and Restrictions...................     2
Trustees and Executive Officers....................................     5
Compensation Table.................................................     6
Investment Advisory and Other Services.............................     7
Distribution Plan..................................................     9
Portfolio Transactions and Brokerage Allocations...................    10
Trust Units and Control............................................    11
Net Asset Value and Public Offering Price..........................    12
Purchase and Redemption............................................    13
Financial Statements...............................................    13
Independent Auditors...............................................    13


This Statement of Additional Information is not a prospectus.  This Statement of
Additional  Information relates to the Information Statement dated September 30,
1998, and should be read in  conjunction  therewith.  A copy of the  Information
Statement may be obtained from the Iowa Public Agency Investment Trust,  Norwest
Bank Iowa, N.A., 666 Walnut, P.O. Box 837, Des Moines, Iowa 50304-0837.




<PAGE>


                INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS
                ------------------------------------------------

The  interests of  beneficial  interest  ("Trust  Units") in Iowa Public  Agency
Investment Trust ("IPAIT" or the "Trust") are offered in series.  This Statement
of Additional  Information only relates to the two series designated Diversified
Portfolio and Direct Government  Obligations  Portfolio  (sometimes  referred to
herein as a "Portfolio" or, collectively,  as the "Portfolios").  The investment
objectives  and  policies  of the  Portfolios  are set forth in the  Information
Statement. Certain additional investment information is set forth below.

INVESTMENT RESTRICTIONS.

The Trust's Portfolios are available for investment only by Iowa public agencies
pursuant to Iowa Code chapter 28E and  sections12B.10,  331.555 and 384.21. As a
result,  the Trust is only  permitted to invest in securities  which such public
agencies are permitted to invest in under Iowa law as it presently  exists or as
it may be amended in the future.

In  addition  to  the  investment  objectives  and  policies  set  forth  in the
Information  Statement,  each of the Portfolios is subject to certain investment
restrictions, as set forth below, which may not be changed without the vote of a
majority  of  the  Participants  in a  Portfolio.  "Majority,"  as  used  in the
Information Statement and in this Statement of Additional Information, means the
lesser of (a) 67 percent of the Trust's or a Portfolio's outstanding Trust Units
voting  at a meeting  of  Participants  at which  more  than 50  percent  of the
outstanding  Trust Units are represented in person or by proxy or (b) a majority
of the Trust's or a Portfolio's outstanding Trust Units.

Unless otherwise specified below, none of the Portfolios will:

     1.  Invest  more than 5 percent of the value of their  total  assets in the
         securities of any one  federally  insured Iowa  depository  institution
         (other  than  securities  of the U.S.  government  or its  agencies  or
         instrumentalities).

     2.  Invest 25  percent  or more of the value of their  total  assets in the
         securities of issuers conducting their principal business activities in
         any one industry,  including financial  institutions.  This restriction
         does not apply to securities of the U.S. government or its agencies and
         instrumentalities and repurchase agreements relating thereto.

     3.  Issue any senior  securities (as defined in the Investment  Company Act
         of 1940, as amended).

     4.  Mortgage, pledge or hypothecate their assets.

     5.  Make short sales of securities or maintain a short position.

     6.  Purchase any securities on margin.

     7.  Write, purchase or sell puts, calls or combinations thereof.

     8.  Purchase or sell real estate or real estate mortgage loans.
<PAGE>

     9.  Purchase or sell commodity contracts, including futures contracts.

     10. Borrow  or  make  loans,   provided   that  IPAIT  may  make   Permited
         Investments.

     11. Invest in  restricted  securities or invest more than 10 percent of the
         Portfolio's net assets in repurchase agreements with a maturity of more
         than seven days,  and other liquid assets,  such as securities  with no
         readily available market quotation.

     12. Underwrite the securities of other issuers.

     13. Invest in any  securities in  contravention  of the  provisions of Rule
         2a-7 of the Investment Company Act of 1940 as it presently exists or as
         it may hereafter be amended.

The Trust may invest Portfolio assets pursuant to the maximum extent possible by
Iowa law governing  investments by public  agencies and Rule 2a-7 and any change
in the  restrictions  of Iowa law governing  investments by public  agencies and
Rule 2a-7 shall be deemed to be adopted by the Trust,  and such change shall not
require the approval of Participants.

Any investment restriction or limitation referred to above or in the Information
Statement which involves a maximum  percentage of securities or assets shall not
be  considered  to be  violated  unless an  excess  over the  percentage  occurs
immediately  after an  acquisition  of securities or  utilization  of assets and
results therefrom.

OTHER POLICIES -- NONFUNDAMENTAL

In addition to the above investment  restrictions and those fundamental policies
set forth in the Information Statement,  the Board of Trustees has adopted other
policies  set forth below which are  nonfundamental  and can be changed  without
Participant approval.

The Fundamental and Nonfundamental  Investment Policies of the Trust shall apply
to all funds  invested on behalf of  Participants  accounted  for in the Trust's
financial  statements.  Each investment made pursuant to this Investment  Policy
must be authorized by applicable law and this written Investment  Policy.  These
policies are intended to comply with Iowa Code Chapter 452.

Upon passage and upon future amendment, if any, copies of this Investment Policy
shall be delivered to all of the following:

     1.  The IPAIT Board of Trustees.

     2.  All IPAIT depository institutions or fiduciaries.

     3.  The auditor engaged to audit any fund of IPAIT.

DELEGATION OF AUTHORITY

The responsibility for conducting IPAIT investment transactions resides with the
IPAIT Board of Trustees.  Certain  responsibilities  have been  delegated to the
<PAGE>
Executive  Committee,  the  Administrator - Advisor,  the Custodian and the Bank
Trust Services Provider (the "Service  Providers") pursuant to the Administrator
- - Advisor Agreement,  the Custodian Agreement, the Bank Trust Services Agreement
with amendments as may be adopted from time to time and the current  Information
Statement (the "Documents").

Each Service Provider shall  individually  notify the IPAIT Board of Trustees in
writing within thirty days of receipt of all  communication  from the auditor of
any Service Provider or any regulatory  authority of the existence of a material
weakness in internal  control  structure of the Service  Provider or  regulatory
orders or sanctions  regarding the type of services  being  provided to IPAIT by
the Service Provider.

The records of investment  transactions made by or on behalf of IPAIT are public
records and are the property of IPAIT  whether in the custody of IPAIT or in the
custody of a fiduciary or other third party.

OBJECTIVES OF INVESTMENT POLICY

The primary  objectives,  in order of  priority,  of all  investment  activities
involving the financial assets of IPAIT shall be the following:

     1.  SAFETY:  Safety and preservation of principal in the overall  portfolio
         is the foremost investment objective.

     2.  LIQUIDITY:  Maintaining  the  necessary  liquidity  to  match  expected
         liabilities is the second investment objective.

     3.  RETURN:   Obtaining  a  reasonable   return  is  the  third  investment
         objective.

PRUDENCE

The Board of Trustees,  when  providing for the investment or deposits of public
funds in the IPAIT  program,  shall  exercise  the  care,  skill,  prudence  and
diligence under the circumstances then prevailing that a person acting in a like
capacity  and  familiar  with such  matters  would use to attain the  investment
objectives.

OTHER PROHIBITED INVESTMENT PRACTICES

At  no  time  will  IPAIT  invest  pursuant  to a  contract  providing  for  the
compensation of an agent or fiduciary based upon the performance of the invested
assets.  Furthermore, if a fiduciary or other third party with custody of public
investment  transaction records of IPAIT fails to produce records when requested
by  IPAIT or its  agent  within  a  reasonable  time,  IPAIT  shall  make no new
investment  with or through  the  fiduciary  or third  party and shall not renew
maturing investments with or through the fiduciary or third party.

SAFEKEEPING AND CUSTODY

All invested  assets of  Participants  in the  Portfolios,  or in the Fixed Term
Program, shall be held in accordance with the Custodian Agreement.
<PAGE>

All invested  assets  eligible for physical  delivery shall be secured by having
them held at a third party custodian.  All purchased  investments  shall be held
pursuant to a written third party custodial  agreement requiring delivery versus
payment.  No assets  may be  delivered  out of the IPAIT  account  without  full
payment (no "free deliveries" shall be permitted).

REPORTING

The Service Providers shall submit all reports required in the Documents.

                         TRUSTEES AND EXECUTIVE OFFICERS
                         -------------------------------

The  operations  of the Trust are  governed  by a Board of  Trustees  ("Board of
Trustees") and various officers elected from time to time. The names,  addresses
and  principal  occupations  during  the past  five  years of the  Trustees  and
executive officers of the Trust are:
                                                      Principal Occupation
Name and Address            Age  Position with Trust   (last five years)
- ----------------            ---  -------------------  --------------------

Robert R. Hagey              47  Chair and Trustee    County Treasurer
210 Central Avenue, S.W.                              Sioux County, Iowa
P.O. Box 70
Orange City, Iowa  51041

Thomas Hanafan               51  Vice Chair and       Mayor
209 Pearl Street                 Trustee              Council Bluffs, Iowa
Council Bluffs, Iowa  51503

Kenneth D. Alberts           54  Second Vice Chair    Director of Planning &
612 East 12th Street             and Trustee          Development
Cedar Falls, Iowa  50613                              Cedar Falls Utilities

Jim Ahrenholtz               59  Trustee              Office Manager
16th & 5th Avenuue South                              Denison Municipal
Denison, Iowa  51442                                  Utilities

Robert Rasmussen             66  Trustee              Mayor
City Hall                                             Fairfield, Iowa
118 South Main
Fairfield, Iowa   52556

Floyd Magnusson              73  Trustee              Webster County Supervisor
703 Central Avenue
Fort Dodge, Iowa  50501

Norman Kehrberg              63  Trustee              Plymouth County Treasurer
Plymouth County Courthouse
215 Fourth Avenue S.E.
LeMars, Iowa  51031
<PAGE>

Paul S. Oldham               55  Trustee              Office Manager
104 West Call Street                                  Algona Municipal Utilities
Algona, Iowa  50511

Jody E. Smith                45  Trustee              Director of Administrative
P.O. Box 65320                                        Services
West Des Moines, Iowa 50265                           City of West Des Moines

Robert Haug                  51  Ex Officio Trustee   Executive Director
6900 NE 14th St., Ste. 27        and Secretary        Iowa Association of
Ankeny, Iowa  50021-8997                              Municipal Utilities

William R. Peterson          48  Ex Officio Trustee   Executive Director
701 East Court Avenue            and Assistant        Iowa State Association of
Des Moines, Iowa  50309          Secretary            Counties

Thomas G. Bredeweg           51  Ex Officio Trustee   Executive Director
317 Sixth Avenue                 and Treasurer        Iowa League of Cities
Suite 1400
Des Moines, Iowa  50309

The  Board of  Trustees  does not  include  any  person  who is  deemed to be an
"interested person" as defined in Section 2(a)(19) of the Investment Company Act
of 1940 ("1940  Act").  Ex Officio  Trustees  have no voting power in connection
with any actions that the Trustees may take on behalf of IPAIT.
<TABLE>
<CAPTION>

                               COMPENSATION TABLE
                               ------------------

         (1)                 (2)                    (3)                     (4)                     (5)
                          Aggregate        Pension or Retirement     Estimated Annual        Total Compensation From
       Name of          Compensation        Benefits Accrue As         Benefits Upon           Registrant and Fund
Person, Position       From Registrant     Part of Fund Expenses        Retirement          Complex Paid to Director
- ----------------       ---------------     ---------------------        ----------          ------------------------
<S>                        <C>                   <C>                       <C>                     <C>  
Robert R. Hagey            $  0                  $  0                      $   0                   $   0
Chair & Trustee

Thomas Hanafan                0                     0                          0                       0
Vice Chair & Trustee

Kenneth D. Alberts,           0                     0                          0                       0
Second Vice Chair
& Trustee

Jim Ahrenholtz                0                     0                          0                       0
Trustee

Robert Rasmussen              0                     0                          0                       0
Trustee
<PAGE>

<CAPTION>

         (1)                 (2)                    (3)                     (4)                        (5)
                          Aggregate        Pension or Retirement     Estimated Annual        Total Compensation From
       Name of          Compensation        Benefits Accrue As         Benefits Upon           Registrant and Fund
Person, Position       From Registrant     Part of Fund Expenses        Retirement          Complex Paid to Director
- ----------------       ---------------     ---------------------        ----------          ------------------------

Floyd Magnusson            $  0                  $  0                      $   0                   $   0
Trustee

Norman Kehrberg               0                     0                          0                       0
Trustee

Paul S. Oldham                0                     0                          0                       0
Trustee

Jody E. Smith                 0                     0                          0                       0
Trustee

Robert Haug                   0                     0                          0                       0
Ex-Officio Trustee
& Secretary

William R. Peterson           0                     0                          0                       0
Ex-Officio Trustee &
Assistant Secretary

Thomas G. Bredeweg            0                     0                          0                       0
Ex-Officio Trustee &
Treasurer
</TABLE>

                     INVESTMENT ADVISORY AND OTHER SERVICES
                     --------------------------------------

General
- -------

Investors Management Group, Ltd., ("IMG"),  manages the investments and business
affairs of the Trust.  IMG, a wholly owned  subsidiary of AMCORE Financial Inc.,
is a federally  registered  Investment  Advisor organized in 1982 and located at
2203 Grand Avenue, Des Moines,  Iowa. Since then its principal business has been
providing continuous  investment management to pension and profit-sharing plans,
insurance  companies,   public  agencies,   banks,   endowments  and  charitable
institutions,  other mutual funds,  individuals and others. As of June 30, 1998,
IMG had  approximately  $3.9  billion in equity,  fixed  income and money market
assets under management.

The Administrator-Advisor Agreement
- -----------------------------------

IMG acts as the  investment  adviser  and  administrator  to the Trust  under an
Administrator-Advisor Agreement ("Advisor Agreement"). The Advisor Agreement has
been approved by the Trustees.  The Advisor  Agreement was first approved by the
Board of  Trustees  on October 1, 1987,  and was last  approved as amended as of
August  31,  1998.  The Trust is managed by  Kathryn  D.  Beyer,  CFA,  Managing
Director.  Ms.  Beyer is a fixed  income  strategist  and is a  member  of IMG's
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.

IMG provides daily account  services to  Participants;  determines and allocates
income of IPAIT;  administers all Portfolio Unit  transactions and purchases and
sales associated with the Fixed Term Program; 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 Advisor Agreement  terminates  automatically in the event of its assignment.
In addition,  the Advisor Agreement is terminable at any time,  without penalty,
by the  Trustees  of  the  Trust,  or by  vote  of a  majority  of  the  Trust's
outstanding  voting  securities,  or by the  Advisor,  on not more  than 60 days
written notice to the Advisor.  Unless sooner terminated,  the Advisor Agreement
shall  continue  in  effect  only so long as such  continuance  is  specifically
approved at least annually by the Board of Trustees.  All  investment  decisions
are subject to review by the Trustees.

THE CUSTODIAN AND BANK TRUST SERVICES PROVIDER
- ----------------------------------------------

Pursuant to a Custodian  Agreement and Bank Trust  Services  Agreement,  Norwest
Bank Iowa,  N.A.  (the  "Bank"),  666 Walnut,  P.O.  Box 837,  Des Moines,  Iowa
50304-0837,  has been retained as Custodian and Bank Trust Services Provider for
IPAIT. The Bank provides all custodial services and Bank Trust Services pursuant
to the Custodian  Agreement  and Bank Trust  Services  Agreement.  The Custodian
Agreement  and  Bank  Trust  Services  Agreement  are  not  assignable  and  are
cancelable on 60 days notice by either party without  penalty.  They will remain
in effect until December 31, 1998, and are approved annually by the Trustees. It
is  terminable  in the event of its  assignment  and/or  either  party's  60 day
written notice.

FEES
- ----

Under the Advisor Agreement, the Custodian Agreement and the Bank Trust Services
Agreement  the Trust pays the  following  fees accrued daily and paid monthly on
the average annual net assets of the Portfolio as indicated.

                              DIVERSIFIED PORTFOLIO

       Average Daily            Custodian     Bank Trust Service     Advisor
      Net Asset Amount             Fee              Fee                Fee
      ----------------             ---              ---                ---

  Less than $150 million          .050%            .075%              .230%
  For additional amounts
    up to $300 million            .045%            .075%              .185%
  For amounts greater than
    $300 million                  .040%            .075%              .140%




<PAGE>


                                  DGO PORTFOLIO

        Average Daily            Custodian     Bank Trust Service     Advisor
      Net Asset Amount             Fee              Fee                Fee
      ----------------             ---              ---                ---

  Less than $150 million          .050%            .075%              .230%
  For additional amounts
    up to $300 million            .045%            .075%              .185%
  For amounts greater than
    $300 million                  .040%            .075%              .140%


For the last three fiscal years ending June 30, 1998, the Trust paid the Advisor
the  following  amounts as advisory  fees  allocated  between the  Portfolios as
indicated.

                                        1998            1997            1996
                                        ----            ----            ----

     Diversified Portfolio            $242,990        $301,794        $278,236

     DGO Portfolio                     $81,737         $83,981         $72,160

The laws of certain states require that if a mutual fund's  expenses  (including
advisory  fees  but  excluding  interest,   taxes,   brokerage  commissions  and
extraordinary  expenses) exceed certain  percentages of average net assets,  the
fund must be  reimbursed  for such excess  expenses.  There are no such  expense
limitations applicable.

                                DISTRIBUTION PLAN
                                -----------------

Rule  12b-1(b)  under  the  Investment  Company  Act of 1940  provides  that any
payments made by the Trust in connection  with  financing  the  distribution  of
Units may only be made pursuant to a written plan  describing all aspects of the
proposed  financing of distribution,  and also requires that all Agreements with
any  person  relating  to the  implementation  of the plan  must be in  writing.
Because  some of the  payments  described  below  to be made  by the  Trust  are
distribution  expenses  within the  meaning of Rule 12b-1,  the Trust  adopted a
Distribution Plan in accordance with such Rule.

Rule  12b-1(b)(1)  requires  that  such  plan be  approved  by a  majority  of a
Portfolio's  outstanding  securities,  and Rule  12b-1(b)(2)  requires that such
plan,  together  with  any  related  agreements,  be  approved  by a vote of the
Trustees who are not  interested  persons of the Trust and who have no direct or
indirect  interest in the operation of the plan, cast in person at a meeting for
the purpose of voting on such plan or  agreement.  Rule  12(b)-1(b)(3)  requires
that the plan or agreement provide, in substance:

     (a) that it shall  continue  in  effect  for a period of more than one year
         from  the  date  of its  execution  or  adoption  only  so long as such
         continuance  is  specifically  approved at least annually in the manner
         described in paragraph (b)(2) of Rule 12b-1;

     (b) that any person  authorized to direct the disposition of moneys paid or
         payable  by the Trust  pursuant  to the plan or any  related  agreement
         shall provide to the Trustees,  and the Trustees shall review, at least
<PAGE>

         quarterly, a written report of the amounts so expended and the purposes
         for which such expenditures were made; and

     (c) in the case of a plan,  that it may be terminated at any time by a vote
         of a majority of the  Trustees  who are not  interested  persons of the
         Trust and who have no  direct or  indirect  financial  interest  in the
         operation of the plan or in any agreements  related to the plan or by a
         vote of a majority of the outstanding voting securities of a Portfolio.

Rule  12b-1(b)(4)  requires  that  such a plan may not be  amended  to  increase
materially the amount to be spent for distribution  without Participant approval
and that all  material  amendments  to the plan must be  approved  in the manner
described in paragraph (b)(2) of Rule 12b-1.

Rule  12b-1(c)  provides  that the Trust may rely upon Rule 12b-1(b) only if the
selection and nomination of the Trust's disinterested  Trustees are committed to
the discretion of such disinterested directors.  Rule 12b-1(e) provides that the
Trust may  implement or continue a plan  pursuant to Rule  12b-1(b)  only if the
directors who vote to approve such implementation or continuation  conclude,  in
the exercise of reasonable  business  judgement and in light of their  fiduciary
duties  under  state law,  and under  Sections  36(a) and (b) of the  Investment
Company Act of 1940,  that there is a reasonable  likelihood  that the plan will
benefit the Trust and the  Participants.  The Trustees have concluded that there
is a reasonable likelihood that the Distribution Plan will benefit the Trust and
the Participants.

Pursuant  to the  provisions  of  the  Distribution  Plan  (and  pursuant  to an
"Administrative  and  Distribution  Services  Agreement")  each  of the  Trust's
Portfolios pays a fee to the Sponsoring  Associations  computed and paid monthly
at an annual rate of up to .10  percent of such  Portfolios'  average  daily net
assets   attributable  to  Participants  who  are  members  of  such  Sponsoring
Association to compensate them for 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 various marketing services and maintaining Trust records. For
the  year  ended  June  30,  1998,  the  Trust  paid  $181,630  and  $54,491  in
distribution fees to Sponsoring  Associations for the Diversified  Portfolio and
Direct Government Obligation Portfolio respectively.

                PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATIONS
                ------------------------------------------------

The Advisor is  responsible  for  decisions to buy and sell  securities  for the
Portfolios,  the selection of  broker-dealers to effect the transactions and the
negotiation  of  brokerage  commissions,  if any.  Usually,  securities  will be
purchased on a principal  basis directly from the issuer or from the underwriter
at the initial  offering and the  brokerage  commission  will be paid,  although
certain portions may receive discounts or concessions out of offering  proceeds.
In placing orders for  securities  transactions,  the primary  criterion for the
selection of a broker-dealer is the ability of the broker-dealer, in the opinion
of the Advisor,  to secure  prompt  execution of the  transactions  on favorable
terms,  including the  reasonableness of the commission (if any) and considering
the state of the market at the time.

When consistent with these objectives,  orders may be placed with broker-dealers
who furnish investment research and/or services to the Advisor. Such research or
services  include  advice,  both  verbally  and in  writing,  as to the value of
securities;  the advisability of investing in, purchasing or selling securities;
and the availability of securities,  or purchasers or sellers of securities;  as
well as analyses and reports concerning issues, industries, securities, economic
factors and trends,  portfolio  strategy and the  performance of accounts.  This
allows the Advisor to supplement  its own  investment  research  activities  and
enables  the  Advisor to obtain the views and  information  of  individuals  and
research staffs of many different  securities  firms prior to making  investment
decisions for the Portfolios.  To the extent portfolio transactions are effected
with  broker-dealers  who furnish research services to the Advisor,  the Advisor
receives a  benefit,  not  capable  of  evaluation  in dollar  amounts,  without
providing any direct monetary benefit to the Trust from these transactions.  The
Advisor believes that most research  services  obtained by it generally  benefit
several or all of the accounts which it manages, as opposed to solely benefiting
one  specific  managed fund or account.  Normally,  research  services  obtained
through managed funds or accounts investing in fixed-income  securities would be
of  greater  benefit  to the  managed  funds or  accounts  which  invest in debt
securities.

The  Advisor has not entered  into any formal or  informal  Agreements  with any
broker-dealers,  nor does it maintain  any  "formula"  which must be followed in
connection  with the placement of any  Portfolio's  transactions in exchange for
research  services.  However,  from time to time,  the  Advisor may elect to use
certain brokers to execute transactions in order to encourage them to provide it
with research  services which it  anticipates  will be useful to it. The Advisor
will  authorize  the  Trust to pay an  amount  of  commission  for  effecting  a
securities   transaction   in  excess  of  the  amount  of  commission   another
broker-dealer  would have charged only if the Advisor  determines  in good faith
that such amount of  commission  is  reasonable  in relation to the value of the
brokerage and research services provided by such broker-dealer,  viewed in terms
of either that particular transaction or the Advisor's overall  responsibilities
with respect to the accounts as to which it exercises investment discretion.

In certain instances, there may be securities which are suitable for the Trust's
Portfolios  as well as for that of one or more of the  advisory  clients  of the
Advisor.  Investment  decisions for the Trust's Portfolios and for such advisory
clients  are  made by the  Advisor  with a view to  achieving  their  respective
investment  objectives.  It may develop that a particular  security is bought or
sold for only one  client  of the  Advisor  even  though it might be held by, or
bought or sold for, other clients. Likewise, a particular security may be bought
for one or more  clients  of the  Advisor  when one or more  other  clients  are
selling that same security.  Some simultaneous  transactions are inevitable when
several clients  receive  investment  advice from the same  investment  advisor,
particularly when the same security is suitable for the investment objectives of
more than one client. When two or more clients of the Advisor are simultaneously
engaged  in the  purchase  or sale of the  same  security,  the  securities  are
allocated  among clients in a manner  believed by the Advisor to be equitable to
each (and may result,  in the case of purchases,  in allocation of that security
only to some of those  clients and the  purchase of another  security  for other
clients regarded by the Advisor as a satisfactory substitute).  It is recognized
that in some cases this system could have a  detrimental  effect on the price or
volume of the security as far as the  Portfolio  involved is  concerned.  At the
same  time,  however,  it is  believed  that the  ability  of the  Portfolio  to
participate  in volume  transactions  will sometimes  produce  better  execution
prices.  The Trust does not  purchase  any  securities  on an agency  basis and,
therefore, does not incur brokerage commissions.  The Trust purchases government
securities in principal  transactions  with  unaffiliated  broker-dealers.  Such
principal transactions include nonnegotiated markups by the broker-dealers.

                             TRUST UNITS AND CONTROL
                             -----------------------

A complete description of the rights and characteristics of the Trust's Units is
included in the Information Statement.
<PAGE>

As of August 31, 1998, the following Participants owned 5 percent or more of the
value of Trust  Units  in the  Portfolios  indicated.  There  were no  "control"
persons of the Trust or the Portfolios.

                              DIVERSIFIED PORTFOLIO

         Name                                              Amount    % Ownership
         ----                                              ------    -----------

  City of Ankeny; Ankeny Iowa                          $  7,862,602       5.15%
  City of Cedar Rapids; Cedar Rapids, Iowa             $ 17,737,692      11.61%


                     DIRECT GOVERNMENT OBLIGATION PORTFOLIO

         Name                                              Amount    % Ownership
         ----                                              ------    -----------

  West Des Moines Waterworks; West Des Moines, Iowa    $  4,976,118       6.29%
  City of Cedar Rapids; Cedar Rapids, Iowa             $ 74,138,881      93.70%

                    NET ASSET VALUE AND PUBLIC OFFERING PRICE
                    -----------------------------------------

The  Securities and Exchange  Commission  adopted Rule 2a-7 under the Investment
Company Act of 1940 which permits the Trust to compute the Portfolios' net asset
value per Trust  Unit  using the  amortized  cost  method of  valuing  portfolio
securities. As a condition for using the amortized cost method of valuation, the
Board of Trustees must  establish  procedures to stabilize the Trust's net asset
value at $1.00 per Trust Unit. These procedures include a review by the Trustees
as to the extent of any  deviation of net asset value based on available  market
quotations from the $1.00 amortized cost value per Trust Unit. If such deviation
exceeds  $.005,  the  Trustee  will  consider  what  action,  if any,  should be
initiated to reasonably  eliminate or reduce  material  dilution or other unfair
results to shareholders.  Such action may include  redemption of shares in kind,
selling  portfolio  securities  prior  to  maturity,  withholding  dividends  or
utilizing a net asset value per share as  determined by using  available  market
quotations.  In addition, each Portfolio must maintain a dollar-weighted average
portfolio maturity  appropriate to its investment  objective,  but in any event,
not longer than 90 days, must limit portfolio  investments to those  instruments
which the Trustees  determine  present  minimum  credit risks,  and must observe
certain other reporting and recordkeeping procedures.

Under the amortized cost method of valuation,  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 the effect of
fluctuating  interest  rates on the market value of the  security.  Accordingly,
U.S. government  obligations held by the Trust will be valued at their amortized
cost, which normally will be their face amount.  Other assets and securities are
valued at a fair value determined, in good faith, by the Trustees.

The  amortized  cost  method  of  valuation  may  result in some  dilution  of a
shareholder's  interest in the Portfolio insofar as general market increases and
decreases of interest  rates usually have an inverse effect on the value of debt
instruments.  However,  the  significance  of the effect of such general  market
increases and decreases in interest rates  directly  corresponds to the maturity
of the  debt  instruments;  that  is,  the  change  in the  market  value of the
underlying  debt  instruments  and the  corresponding  change in the  premium or
<PAGE>

discount of such instruments is greater when maturities are larger and less when
maturities are shorter.

The net asset value of each Portfolio's Units is determined on each day on which
the New York Stock Exchange is open,  provided that the net asset value need not
be determined on days when no Portfolio  shares are tendered for  redemption and
no order for Portfolio  shares is received.  The New York Stock  Exchange is not
open for business on the following  holidays (or on the nearest Monday or Friday
if the holiday  falls on a weekend):  New Year's Day,  Presidents'  Day,  Martin
Luther King Day, Good Friday,  Memorial Day, July 4th,  Labor Day,  Thanksgiving
and Christmas.

                             PURCHASE AND REDEMPTION
                             -----------------------

Redemption  of Trust Units,  or payment,  may be suspended at times (a) when the
New York Stock  Exchange is closed for other than  customary  weekend or holiday
closings, (b) when trading on the exchange is restricted,  (c) when an emergency
exists,  as a result of which disposal by the Portfolios of securities  owned by
them is not reasonably practicable,  or it is not reasonably practicable for the
Portfolios  fairly to determine the value of their net assets, or (d) during any
other period when the Securities and Exchange Commission,  by order, so permits,
provided that  applicable  rules and  regulations of the Securities and Exchange
Commission  shall govern as to whether the  conditions  prescribed in (b) or (c)
exist.

                              FINANCIAL STATEMENTS
                              --------------------

The Trust hereby  incorporates  by reference the  information  under the caption
"Independent  Auditors'  Report,"  "Statements  of Net Assets,  June 30,  1998,"
"Statements of Operations,  for the Years Ended June 30, 1998, 1997, 1996, 1995,
and 1994,"  "Statements  of  Changes in Net Assets for the Years  ended June 30,
1998 and 1997" and the Financial  Highlights  for each of the ten annual periods
ended June 30, 1998,  which are attached  hereto and  incorporated  by reference
herein.

                              INDEPENDENT AUDITORS
                              --------------------

On August 31, 1998, the Board of Trustees  unanimously  approved the appointment
of KPMG Peat  Marwick  LLP,  2500 Ruan Center,  Des Moines,  Iowa,  50309 as the
Trust's auditors.

<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant  has duly  caused  this  Registration  Statement  to be signed on its
behalf by the  undersigned,  thereunto duly authorized  pursuant to a resolution
unanimously  adopted by the Board of Trustees on August 31, 1998, in the city of
Des Moines, state of Iowa on the 29th day of September, 1998.


                                         IOWA PUBLIC AGENCY INVESTMENT TRUST

                                         By:  /s/ Robert Hagey
                                              Robert Hagey, Chair
<PAGE>


                                     PART C

                               OTHER INFORMATION


Item 24. FINANCIAL STATEMENTS AND EXHIBITS
         (A)      FINANCIAL STATEMENTS
                  (1)      Included in Part A:
                                    Not Applicable

                  (2)      Annual Financial Report dated June 30, 1998

                  (3)      Included in Part C:
                           Consent of KPMG Peat Marwick LLP

         (B)      EXHIBITS

                 Exhibit Number    Description
                 --------------    -----------

                 *1.              Amended Joint Powers Agreement and Declaration
                                  of Trust; incorporated by reference to the
                                  Trust's Registration Statement, filed 
                                  May 6, 1993

                 *2.              Bylaws, incorporated by reference to the
                                  Trust's Registration Statement, filed 
                                  May 6, 1993

                 *5.              Administrator-Advisor Agreement, incorporated
                                  by reference to the Trust's Registration 
                                  Statement, filed May 6, 1993

                 *8.              Custodian Agreement, incorporated by reference
                                  to the Trust's Registration Statement, 
                                  filed May 6, 1993

                 *9.(a)           Bank Trust Services Agreement, incorporated by
                                  reference to the Trust's Registration
                                  Statement, filed May 6, 1993

                 *9.(b)           License Agreements, incorporated by reference
                                  to the Trust's Registration Statement,
                                  filed May 6, 1993

                 *15.             Rule 12b-1 Plan, incorporated by reference
                                  to the Trust's Registration Statement, 
                                  filed May 6, 1993

                  16.             Computation of Yield Quotation

                  17.             Financial Data Schedule


Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

         Not Applicable

________________________________________
*ALL PREVIOUSLY FILED AS INDICATED.
<PAGE>

Item 26. NUMBER OF HOLDERS OF SECURITIES

         Title of Class                               Number of Record Holders
         --------------                               ------------------------

         Diversified Portfolio Units                  348 as of August 31, 1998

         Diversified Government Obligation Units      4 as of August 31, 1998

Item 27. INDEMNIFICATION

                  Pursuant to Section 2.19 of the amended Joint Powers Agreement
and  Declaration  of Trust  ("Declaration")  attached  hereto as  Exhibit 1, the
trustees are  empowered to  indemnify or enter into  agreements  with respect to
indemnification with respect to any person with whom the Trust has dealings,  to
the extent  permitted by applicable  law or the  Investment  Company Act of 1940
("1940 Act").  Section 17(h) of the 1940 Act  prohibits  indemnification  of any
person,  unless the loss  results  from willful  misfeasance,  bad faith,  gross
negligence  or from  reckless  disregard  of duties.  Furthermore,  pursuant  to
Article V of the Declaration and Article VII of the Bylaws (included herewith as
Exhibit 2), the Trust is empowered to indemnify persons in certain circumstances
where they are not involved in intentional misconduct,  knowing violation of law
or where they have not  derived  improper  personal  benefit or with  respect to
criminal  actions  had no  reasonable  cause to believe  that their  actions are
unlawful. For a complete description of such indemnifications and limitations of
liability, see the appropriate provisions of the Declaration and the Bylaws.

                  Pursuant  to the  general  authority  of  Section  2.19 of the
Declaration,  the  Trust  has  entered  into  agreements  with the  Advisor  and
Custodian  which  specifically  reference  Section  5  of  the  Declaration  and
furthermore, with respect to the Custodian, limit the liability of the Custodian
to the  extent  that  the  Custodian  acts  in good  faith  in the  exercise  of
reasonable care. See Article IV of the Administrator-Advisor  Agreement included
herewith as Exhibit 5; Article VIII of the Custodian Agreement included herewith
as Exhibit  8; and  Article IV of the Bank  Trust  Services  Agreement  included
herewith as Exhibit 9(a).

                  Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  by the Registrant is against public policy as
expressed in the Act and, therefore,  may be unenforceable.  In the event that a
claim for such indemnification (except insofar as it provides for the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling person in the successful defense of any action,  suit or proceeding)
is asserted  against the  Registrant by such  director,  officer or  controlling
person and the Securities and Exchange  Commission is still of the same opinion,
the  Registrant  will,  unless in the opinion of its counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the  question  of whether or not such  indemnification  by it is against  public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR

                  Not Applicable
<PAGE>

Item 29. PRINCIPAL UNDERWRITERS

                  (A)      Not Applicable

                  (B)      Not Applicable

                  (C)      Not Applicable

Item 30. LOCATION OF ACCOUNTS AND RECORDS

                  All required  accounts,  books and records are  maintained  by
Investors Management Group, 2203 Grand Avenue, Des Moines, Iowa 50312-5338

Item 31. MANAGEMENT SERVICES

                  Not Applicable

Item 32. UNDERTAKINGS

                  Not Applicable
<PAGE>

                        CONSENT OF INDEPENDENT AUDITORS

To the Unitholders and Board of Trustees
Iowa Public Agency Investment Trust:

We consent  to the use of our report  included  herein by  reference  and to the
reference to our Firm under the headings  "REPORTS TO  PARTICIPANTS"  and "LEGAL
COUNSEL AND INDEPENDENT  AUDITORS" in the Information Statement and "INDEPENDENT
AUDITORS" in the Statement of Additional Information.




KPMG Peat Marwick LLP
Des Moines, Iowa
September 29, 1998

                                   EXHIBIT 16

                  SCHEDULE OF CALCULATIONS OF YIELD QUOTATIONS
<PAGE>

                              COMPUTATION OF YIELD
                      IOWA PUBLIC AGENCY INVESTMENT TRUST
                             DIVERSIFIED PORTFOLIO

                                                                    EARNINGS
                                                 SHARES               PER
                        EARNINGS              OUTSTANDING            SHARE

  23-Jun-98           $24,814.69            179,990,829.91
  24-Jun-98           $24,369.37            176,753,539.88        0.0001378720
  25-Jun-98           $24,545.04            177,052,313.10        0.0001386316
  26-Jun-98           $24,435.31            175,274,590.27        0.0001394116
  27-Jun-98           $24,435.31            175,274,590.27        0.0001394116
  28-Jun-98           $24,435.31            175,274,590.27        0.0001394116
  29-Jun-98           $24,466.16            172,972,204.32        0.0001414456
  30-Jun-98           $24,830.64            177,018,713.75        0.0001402713

INCOME FOR ONE SHARE FOR THE SEVEN DAYS ENDED JUNE 30             0.0009764552

BASE PERIOD RETURN =                           0.000976455
(CHANGE/BEGINNING ACCOUNT VALUE)

CURRENT YIELD =                                      5.09%
BASE PERIOD RETURN * (365/7)                   0.050915165

EFFECTIVE YIELD =                              0.052120293
((1+CURRENT YIELD/12)^12)-1                          5.21%
________________________________________________________________________________

                              COMPUTATION OF YIELD
                      IOWA PUBLIC AGENCY INVESTMENT TRUST
                                 DGO PORTFOLIO

                                                                    EARNINGS
                                                 SHARES               PER
                        EARNINGS              OUTSTANDING            SHARE

  23-Jun-98           $11,123.68             83,318,328.59
  24-Jun-98           $11,081.28             83,318,328.59         0.0001329993
  25-Jun-98           $11,242.30             82,865,033.18         0.0001356700
  26-Jun-98           $11,376.30             82,865,033.18         0.0001372871
  27-Jun-98           $11,376.30             82,865,033.18         0.0001372871
  28-Jun-98           $11,376.30             82,865,033.18         0.0001372871
  29-Jun-98           $11,931.42             82,865,033.18         0.0001439862
  30-Jun-98           $11,493.73             82,865,033.18         0.0001387042

INCOME FOR ONE SHARE FOR THE SEVEN DAYS ENDED JUNE 30              0.0009632210

BASE PERIOD RETURN =                           0.000963221
(CHANGE/BEGINNING ACCOUNT VALUE)

CURRENT YIELD =                                      5.02%
BASE PERIOD RETURN * (365/7)                   0.050225096

EFFECTIVE YIELD =                              0.051397553
((1+CURRENT YIELD/12)^12)-1                          5.14%

<TABLE> <S> <C>

<ARTICLE>                     6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
REGISTRANT'S  ANNUAL  REPORT FOR THE PERIOD JULY 1, 1997 TO JUNE 30, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT  PREVIOUSLY FILED WITH THE
COMMISSION ON OR ABOUT AUGUST 27, 1998 PURSUANT TO RULE 30B2-1.
</LEGEND>
<CIK>                         0000904140
<NAME>                        IOWA PUBLIC AGENCY INVESTMENT TRUST
<SERIES>
     <NUMBER>                 01
     <NAME>                   Diversified Portfolio
       
<S>                           <C>
<PERIOD-TYPE>                 YEAR
<FISCAL-YEAR-END>             JUN-30-1998
<PERIOD-START>                JUL-01-1997
<PERIOD-END>                  JUN-30-1998
<INVESTMENTS-AT-COST>         176023067
<INVESTMENTS-AT-VALUE>        176023067
<RECEIVABLES>                 1827092
<ASSETS-OTHER>                791
<OTHER-ITEMS-ASSETS>          0
<TOTAL-ASSETS>                177850950
<PAYABLE-FOR-SECURITIES>      0
<SENIOR-LONG-TERM-DEBT>       0
<OTHER-ITEMS-LIABILITIES>     832236
<TOTAL-LIABILITIES>           832236
<SENIOR-EQUITY>               0
<PAID-IN-CAPITAL-COMMON>      0
<SHARES-COMMON-STOCK>         177018714
<SHARES-COMMON-PRIOR>         199049090
<ACCUMULATED-NII-CURRENT>     0
<OVERDISTRIBUTION-NII>        0
<ACCUMULATED-NET-GAINS>       0
<OVERDISTRIBUTION-GAINS>      0
<ACCUM-APPREC-OR-DEPREC>      0
<NET-ASSETS>                  177018714
<DIVIDEND-INCOME>             0
<INTEREST-INCOME>             10298218
<OTHER-INCOME>                0
<EXPENSES-NET>                1037640
<NET-INVESTMENT-INCOME>       9260578
<REALIZED-GAINS-CURRENT>      0
<APPREC-INCREASE-CURRENT>     0
<NET-CHANGE-FROM-OPS>         0
<EQUALIZATION>                0
<DISTRIBUTIONS-OF-INCOME>     9260578
<DISTRIBUTIONS-OF-GAINS>      0
<DISTRIBUTIONS-OTHER>         0
<NUMBER-OF-SHARES-SOLD>       735507788
<NUMBER-OF-SHARES-REDEEMED>   766798742
<SHARES-REINVESTED>           9260578
<NET-CHANGE-IN-ASSETS>        (22030376)
<ACCUMULATED-NII-PRIOR>       0
<ACCUMULATED-GAINS-PRIOR>     0
<OVERDISTRIB-NII-PRIOR>       0
<OVERDIST-NET-GAINS-PRIOR>    0
<GROSS-ADVISORY-FEES>         242990
<INTEREST-EXPENSE>            0
<GROSS-EXPENSE>               1037640
<AVERAGE-NET-ASSETS>          181523590
<PER-SHARE-NAV-BEGIN>         1.000
<PER-SHARE-NII>               0.051
<PER-SHARE-GAIN-APPREC>       0.000
<PER-SHARE-DIVIDEND>          0.051
<PER-SHARE-DISTRIBUTIONS>     0.000
<RETURNS-OF-CAPITAL>          0.000
<PER-SHARE-NAV-END>           1.000
<EXPENSE-RATIO>               0.006
<AVG-DEBT-OUTSTANDING>        0
<AVG-DEBT-PER-SHARE>          0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
REGISTRANT'S  ANNUAL  REPORT FOR THE PERIOD JULY 1, 1997 TO JUNE 30, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT  PREVIOUSLY FILED WITH THE
COMMISSION ON OR ABOUT AUGUST 27, 1998 PURSUANT TO RULE 30B2-1.
</LEGEND>
<CIK>                         0000904140
<NAME>                        IOWA PUBLIC AGENCY INVESTMENT TRUST
<SERIES>
     <NUMBER>                 02
     <NAME>                   Direct Government Obligation Portfolio
       
<S>                           <C>
<PERIOD-TYPE>                 YEAR
<FISCAL-YEAR-END>             JUN-30-1998
<PERIOD-START>                JUL-01-1997
<PERIOD-END>                  JUN-30-1998
<INVESTMENTS-AT-COST>         83162921
<INVESTMENTS-AT-VALUE>        83162921
<RECEIVABLES>                 60996
<ASSETS-OTHER>                636
<OTHER-ITEMS-ASSETS>          0
<TOTAL-ASSETS>                83224553
<PAYABLE-FOR-SECURITIES>      0
<SENIOR-LONG-TERM-DEBT>       0
<OTHER-ITEMS-LIABILITIES>     359520
<TOTAL-LIABILITIES>           359520
<SENIOR-EQUITY>               0
<PAID-IN-CAPITAL-COMMON>      0
<SHARES-COMMON-STOCK>         82865033
<SHARES-COMMON-PRIOR>         58825680
<ACCUMULATED-NII-CURRENT>     0
<OVERDISTRIBUTION-NII>        0
<ACCUMULATED-NET-GAINS>       0
<OVERDISTRIBUTION-GAINS>      0
<ACCUM-APPREC-OR-DEPREC>      0
<NET-ASSETS>                  82865033
<DIVIDEND-INCOME>             0
<INTEREST-INCOME>             3039348
<OTHER-INCOME>                0
<EXPENSES-NET>                316051
<NET-INVESTMENT-INCOME>       2723297
<REALIZED-GAINS-CURRENT>      0
<APPREC-INCREASE-CURRENT>     0
<NET-CHANGE-FROM-OPS>         0
<EQUALIZATION>                0
<DISTRIBUTIONS-OF-INCOME>     2723297
<DISTRIBUTIONS-OF-GAINS>      0
<DISTRIBUTIONS-OTHER>         0
<NUMBER-OF-SHARES-SOLD>       53493135
<NUMBER-OF-SHARES-REDEEMED>   32177079
<SHARES-REINVESTED>           2723297
<NET-CHANGE-IN-ASSETS>        24039353
<ACCUMULATED-NII-PRIOR>       0
<ACCUMULATED-GAINS-PRIOR>     0
<OVERDISTRIB-NII-PRIOR>       0
<OVERDIST-NET-GAINS-PRIOR>    0
<GROSS-ADVISORY-FEES>         81737
<INTEREST-EXPENSE>            0
<GROSS-EXPENSE>               316051
<AVERAGE-NET-ASSETS>          54491793
<PER-SHARE-NAV-BEGIN>         1.000
<PER-SHARE-NII>               0.050
<PER-SHARE-GAIN-APPREC>       0.000
<PER-SHARE-DIVIDEND>          0.050
<PER-SHARE-DISTRIBUTIONS>     0.000
<RETURNS-OF-CAPITAL>          0.000
<PER-SHARE-NAV-END>           1.000
<EXPENSE-RATIO>               0.006
<AVG-DEBT-OUTSTANDING>        0
<AVG-DEBT-PER-SHARE>          0
        

</TABLE>


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