UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR/A CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-03326 Morgan Stanley U.S. Government Money Market Trust (Exact name of registrant as specified in charter) 1221 Avenue of the Americas, New York, New York 10020 (Address of principal executive offices) (Zip code) Ronald E. Robison 1221 Avenue of the Americas, New York, New York 10020 (Name and address of agent for service) Registrant's telephone number, including area code: 212-762-4000 Date of fiscal year end: January 31, 2004 Date of reporting period: July 31, 2003 Item 1 - Report to Shareholders Welcome, Shareholder: In this report, you'll learn about how your investment in Morgan Stanley U.S. Government Money Market Trust performed during the semiannual period. The portfolio management team will provide an overview of the market climate, and discuss some of the factors that helped or hindered performance during the reporting period. In addition, this report includes the Fund's financial statements and a list of Fund investments, as well as other information. This material must be preceded or accompanied by a prospectus for the fund being offered. Market forecasts provided in this report may not necessarily come to pass. There is no assurance that the Fund will achieve its investment objective. The Fund is subject to market risk, which is the possibility that the market values of securities owned by the Fund will decline and, therefore, the value of the Fund shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. FUND REPORT For the six-month period ended July 31, 2003 MARKET CONDITIONS During the six months ended July 31, 2003, favorable economic trends--including accommodative monetary policy, stimulative fiscal policy, growth in productivity and gains in the stock markets--were balanced by higher unemployment, uncertainty concerning the geopolitical situation and caution within the business community regarding capital investment. Gross domestic product (GDP) grew by only 2.4 percent in the second quarter of 2003 as high levels of uncertainty continued to plague the U.S. economy. Consumer confidence fell monthly during the first quarter but bounced higher beginning in April following the conclusion of the war in Iraq. The manufacturing sector remains weak, and total nonfarm payrolls declined each month from February through July. The Federal Reserve Open Market Committee (FOMC) maintained an accommodative posture in an attempt to encourage a faster pace of economic activity. After holding its target rate for federal funds at 1.25 percent for seven months, the FOMC lowered its target to 1.00 percent, a 45-year low, on June 25, 2003. At that meeting, the FOMC repeated its formal economic assessment announced at the previous month's meeting, which indicated that while the outlook for economic growth was balanced, there remained a risk of a substantial further fall in inflation. Against this backdrop, money market fund yield levels fell to record lows. PERFORMANCE ANALYSIS As of July 31, 2003, Morgan Stanley U.S. Government Money Market Trust had net assets of more than $1.3 billion. For the seven-day period ended July 31, 2003, the Fund provided an effective annualized yield of 0.37 percent and a current annualized yield of 0.37 percent, while its 30-day average annualized yield was 0.38 percent. For the six-month period ended July 31, 2003, the Fund provided a total return of 0.26 percent and an annualized total return of 0.53 percent. Past performance is no guarantee of future results. As of the end of July, the Fund's weighted average maturity was 45 days, and 90 percent of its holdings were due to mature within three months. Throughout the past six months, given the low absolute level of money-market interest rates, we continued to place a strong emphasis on purchasing high-quality government obligations. The Fund continued to serve as a useful investment for liquidity and preservation of capital and generated a yield that reflects prevailing money market conditions. An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in this Fund. 2 <Table> <Caption> PORTFOLIO COMPOSITION U.S. Government & Agency Discount Notes 90.8% Repurchase Agreements 5.3 U.S. Treasury Bills 5.0 </Table> <Table> <Caption> MATURITY SCHEDULE 1 - 30 Days 51.7% 31 - 60 Days 20.4 61 - 90 Days 19.4 91 - 120 Days 1.5 121+ Days 8.1 </Table> Subject to change daily. All percentages are as a percentage of net assets. Provided for informational purposes only and should not be deemed as a recommendation to buy the securities mentioned. Morgan Stanley is a full-service securities firm engaged in securities trading and brokerage activities, investment banking, research and analysis, financing and financial advisory services. INVESTMENT STRATEGY 1. THE FUND SEEKS HIGH CURRENT INCOME WHILE STRIVING TO PRESERVE PRINCIPAL AND LIQUIDITY. THE FUND'S PORTFOLIO DOES NOT CONTAIN ANY DERIVATIVE SECURITIES. 2. THE PORTFOLIO CONSISTS SOLELY OF SHORT-TERM SECURITIES ISSUED OR BACKED BY THE FULL FAITH AND CREDIT OF THE U.S. GOVERNMENT OR ITS AGENCIES. AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT. 3 Morgan Stanley U.S. Government Money Market Trust PORTFOLIO OF INVESTMENTS - JULY 31, 2003 (UNAUDITED) <Table> <Caption> ANNUALIZED PRINCIPAL YIELD AMOUNT IN ON DATE OF THOUSANDS DESCRIPTION AND MATURITY DATE PURCHASE VALUE - ------------------------------------------------------------------------------------------------------- U.S. Government Agencies & Obligations (95.8%) $732,967 Federal Home Loan Banks 08/08/03 - 12/24/03....................................... 0.96 - 1.15% $ 732,029,584 390,722 Federal National Mortgage Assoc. 08/06/03 - 12/24/03....................................... 0.87 - 1.36 390,277,937 80,000 Freddie Mac 08/15/03 - 09/02/03....................................... 1.00 - 1.16 79,947,861 66,000 U.S. Treasury Bills 10/23/03 - 12/04/03....................................... 0.93 - 1.14 65,796,673 -------------- Total U.S. Government Agencies & Obligations (Cost $1,268,052,055).................................................... 1,268,052,055 -------------- Repurchase Agreements (5.3%) 69,000 Banc of America Securities LLC due 08/01/03 (dated 07/31/03; proceeds $69,002,147) (a)................ 1.12 69,000,000 1,101 The Bank of New York due 08/01/03 (dated 07/31/03; proceeds $1,100,713) (b)................. 0.875 1,100,686 -------------- Total Repurchase Agreements (Cost $70,100,686)....................................................... 70,100,686 -------------- </Table> <Table> Total Investments (Cost $1,338,152,741) (c)...................................... 101.1% 1,338,152,741 Liabilities in Excess of Other Assets.......................... (1.1) (14,924,758) ----- -------------- Net Assets..................................................... 100.0% $1,323,227,983 ===== ============== </Table> - --------------------- <Table> (a) Collateralized by Federal National Mortgage Assoc. 6.00% - 6.50% due 02/01/33 - 07/01/33 valued at $68,963,798 and Federal Mortgage Acceptance Corp. 4.50% due 06/01/18 valued at $1,416,202. (b) Collateralized by U.S. Treasury Note 2.00% due 11/30/04 valued at $1,122,701. (c) Cost is the same for federal income tax purposes. </Table> See Notes to Financial Statements 4 Morgan Stanley U.S. Government Money Market Trust FINANCIAL STATEMENTS Statement of Assets and Liabilities July 31, 2003 (unaudited) <Table> Assets: Investments in securities, at value (cost $1,338,152,741)..................................... $1,338,152,741 Cash........................................................ 90,001 Prepaid expenses and other assets........................... 101,505 -------------- Total Assets............................................ 1,338,344,247 -------------- Liabilities: Payable for: Shares of beneficial interest redeemed.................. 14,238,513 Investment management fee............................... 483,888 Distribution fee........................................ 113,988 Accrued expenses and other payables......................... 279,875 -------------- Total Liabilities....................................... 15,116,264 -------------- Net Assets.............................................. $1,323,227,983 ============== Composition of Net Assets: Paid-in-capital............................................. $1,323,161,505 Accumulated undistributed net investment income............. 66,478 -------------- Net Assets.............................................. $1,323,227,983 ============== Net Asset Value Per Share, 1,323,226,417 shares outstanding (unlimited shares authorized of $.01 par value)....... $1.00 ============== </Table> See Notes to Financial Statements 5 Morgan Stanley U.S. Government Money Market Trust FINANCIAL STATEMENTS continued Statement of Operations For the six months ended July 31, 2003 (unaudited) <Table> Net Investment Income: Interest Income............................................. $8,108,433 ---------- Expenses Investment management fee................................... 2,825,017 Transfer agent fees and expenses............................ 1,179,576 Distribution fee............................................ 665,465 Shareholder reports and notices............................. 78,365 Custodian fees.............................................. 36,082 Professional fees........................................... 25,319 Registration fees........................................... 13,414 Trustees' fees and expenses................................. 12,094 Other....................................................... 11,316 ---------- Total Expenses.......................................... 4,846,648 Less: amounts waived/reimbursed............................. (1,956) ---------- Net Expenses............................................ 4,844,692 ---------- Net Investment Income....................................... $3,263,741 ========== </Table> See Notes to Financial Statements 6 Morgan Stanley U.S. Government Money Market Trust FINANCIAL STATEMENTS continued Statement of Changes in Net Assets <Table> <Caption> FOR THE SIX FOR THE YEAR MONTHS ENDED ENDED JULY 31, 2003 JANUARY 31, 2003 -------------- ---------------- (unaudited) Increase (Decrease) in Net Assets: Operations: Net investment income....................................... $ 3,263,741 $ 13,369,990 Dividends to shareholders from net investment income........ (3,329,371) (13,304,244) Net increase (decrease) from transactions in shares of beneficial interest....................................... (16,299,233) 83,017,896 -------------- -------------- Net Increase (Decrease)................................. (16,364,863) 83,083,642 Net Assets: Beginning of period......................................... 1,339,592,846 1,256,509,204 -------------- -------------- End of Period (Including accumulated undistributed net investment income of $66,478 and $132,108, respectively)...................... $1,323,227,983 $1,339,592,846 ============== ============== </Table> See Notes to Financial Statements 7 Morgan Stanley U.S. Government Money Market Trust NOTES TO FINANCIAL STATEMENTS - JULY 31, 2003 (UNAUDITED) 1. Organization and Accounting Policies Morgan Stanley U.S. Government Money Market Trust (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as a diversified, open-end management investment company. The Fund's investment objectives are security of principal, high current income and liquidity. The Fund was organized as a Massachusetts business trust on November 18, 1981 and commenced operations on February 17, 1982. The following is a summary of significant accounting policies: A. Valuation of Investments -- Portfolio securities are valued at amortized cost, which approximates market value. B. Accounting for Investments -- Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on security transactions are determined by the identified cost method. Discounts are accreted and premiums are amortized over the life of the respective securities. Interest income is accrued daily. C. Repurchase Agreements -- The Fund may invest directly with institutions in repurchase agreements. The Fund's custodian receives the collateral, which is marked-to-market daily to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest. D. Federal Income Tax Policy -- It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Accordingly, no federal income tax provision is required. E. Dividends and Distributions to Shareholders -- The Fund records dividends and distributions to shareholders as of the close of each business day. F. Use of Estimates -- The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates. 2. Investment Management Agreement Pursuant to an Investment Management Agreement with Morgan Stanley Investment Advisors Inc. (the "Investment Manager"), the Fund pays a management fee, accrued daily and payable monthly, by applying the following annual rates to the net assets of the Fund determined as of the close of each business day: 0.50% to the portion of the daily net assets not exceeding $500 million; 0.425% to the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.375% 8 Morgan Stanley U.S. Government Money Market Trust NOTES TO FINANCIAL STATEMENTS - JULY 31, 2003 (UNAUDITED) continued to the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.35% to the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.325% to the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.30% to the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.275% to the portion of the daily net assets exceeding $2.5 billion but not exceeding $3 billion; and 0.25% to the portion of the daily net assets exceeding $3 billion. For the six months ended July 31, 2003 and through December 31, 2003, the Investment Manager agreed to waive its fee and reimburse expenses to the extent they exceed 0.75% of the daily net assets of the Fund. 3. Plan of Distribution Morgan Stanley Distributors Inc. (the "Distributor"), an affiliate of the Investment Manager, is the distributor of the Fund's shares and in accordance with a Plan of Distribution (the "Plan") pursuant to Rule 12b-1 under the Act, finances certain expenses in connection with the promotion of sales of Fund shares. Reimbursements for these expenses are made in monthly payments by the Fund to the Distributor, which will in no event exceed an amount equal to a payment at the annual rate of 0.15% of the Fund's average daily net assets during the month. Expenses incurred by the Distributor pursuant to the Plan in any fiscal year will not be reimbursed by the Fund through payments accrued in any subsequent fiscal year. For the six months ended July 31, 2003, the distribution fee was accrued at the annual rate of 0.10%. 4. Security Transactions And Transactions With Affiliates The cost of purchases and proceeds from sales/maturities of portfolio securities for the six months ended July 31, 2003 aggregated $24,445,095,645 and $24,464,836,545, respectively. Morgan Stanley Trust, an affiliate of the Investment Manager and Distributor, is the Fund's transfer agent. At July 31, 2003, the Fund had transfer agent fees and expenses payable of approximately $170,100. The Fund has an unfunded noncontributory defined benefit pension plan covering all independent Trustees of the Fund who will have served as independent Trustees for at least five years at the time of retirement. Benefits under this plan are based on years of service and compensation during the last five years of service. Aggregate pension costs for the six months ended July 31, 2003 included in Trustees' fees and expenses in the Statement of Operations amounted to $3,587. At July 31, 9 Morgan Stanley U.S. Government Money Market Trust NOTES TO FINANCIAL STATEMENTS - JULY 31, 2003 (UNAUDITED) continued 2003, the Fund had an accrued pension liability of $58,702 which is included in accrued expenses in the Statement of Assets and Liabilities. 5. Shares of Beneficial Interest Transactions in shares of beneficial interest, at $1.00 per share, were as follows: <Table> <Caption> FOR THE SIX FOR THE YEAR MONTHS ENDED ENDED JULY 31, 2003 JANUARY 31, 2003 -------------- ---------------- (unaudited) Shares sold................................................. 1,529,696,845 3,093,636,400 Shares issued in reinvestment of dividends.................. 3,320,015 13,261,036 -------------- -------------- 1,533,016,860 3,106,897,436 Shares redeemed............................................. (1,549,316,093) (3,023,879,540) -------------- -------------- Net increase (decrease)..................................... (16,299,233) 83,017,896 ============== ============== </Table> 10 Morgan Stanley U.S. Government Money Market Trust FINANCIAL HIGHLIGHTS Selected ratios and per share data for a share of beneficial interest outstanding throughout each period: <Table> <Caption> FOR THE SIX FOR THE YEAR ENDED JANUARY 31, MONTHS ENDED ----------------------------------------------------- JULY 31, 2003 2003 2002 2001 2000 1999 ------------- ------- ------- ------- ------- ------- (unaudited) Selected Per Share Data: Net asset value, beginning of period................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ------- ------- ------- ------- ------- ------- Net investment income from investment operations.... 0.003 0.011 0.032 0.056 0.044 0.045 Less dividends from net investment income........... (0.003) (0.011) (0.032) (0.056) (0.044) (0.045) ------- ------- ------- ------- ------- ------- Net asset value, end of period...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ======= ======= ======= ======= ======= ======= Total Return........................................ 0.26%(1) 1.06% 3.25% 5.80% 4.48% 4.63% Ratios to Average Net Assets: Expenses............................................ 0.73%(2)(3) 0.74%(3) 0.74%(3) 0.78% 0.84% 0.94% Net investment income............................... 0.49%(2)(3) 1.03%(3) 3.14%(3) 5.61% 4.34% 4.50% Supplemental Data: Net assets, end of period, in millions.............. $1,323 $1,340 $1,257 $1,243 $1,081 $1,017 </Table> - --------------------- <Table> (1) Not annualized. (2) Annualized. (3) If the Fund had borne all its expenses that were reimbursed or waived by the Investment Manager, the annualized expense and net investment income ratios would have been as follows: EXPENSE NET INVESTMENT PERIOD ENDED RATIO INCOME RATIO ----------------- ---- ---- July 31, 2003 0.73% 0.49% January 31, 2003 0.76% 1.01% January 31, 2002 0.81% 3.07% </Table> See Notes to Financial Statements 11 TRUSTEES Michael Bozic Charles A. Fiumefreddo Edwin J. Garn Wayne E. Hedien James F. Higgins Dr. Manuel H. Johnson Joseph J. Kearns Michael E. Nugent Philip J. Purcell Fergus Reid OFFICERS Charles A. Fiumefreddo Chairman of the Board Mitchell M. Merin President Ronald E. Robison Executive Vice President and Principal Executive Officer Barry Fink Vice President and General Counsel Joseph J. McAlinden Vice President Stefanie V. Chang Vice President Francis Smith Treasurer and Chief Financial Officer Thomas F. Caloia Vice President Mary E. Mullin Secretary TRANSFER AGENT Morgan Stanley Trust Harborside Financial Center, Plaza Two Jersey City, New Jersey 07311 INDEPENDENT AUDITORS Deloitte & Touche LLP Two World Financial Center New York, New York 10281 INVESTMENT MANAGER Morgan Stanley Investment Advisors Inc. 1221 Avenue of the Americas New York, New York 10020 The financial statements included herein have been taken from the records of the Fund without examination by the independent auditors and accordingly they do not express an opinion thereon. This report is submitted for the general information of shareholders of the Fund. For more detailed information about the Fund, its fees and expenses and other pertinent information, please read its Prospectus. The Fund's Statement of Additional Information contains additional information about the Fund, including its trustees. It is available, without charge, by calling (800) 869-NEWS. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective Prospectus. Read the Prospectus carefully before investing. Investments and services offered through Morgan Stanley DW Inc., member SIPC. Morgan Stanley Distributors Inc., member NASD. (c) 2003 Morgan Stanley [MORGAN STANLEY LOGO] Morgan Stanley U.S. Government Money Market Trust Semiannual Report July 31, 2003 [MORGAN STANLEY LOGO] 37960RPT-12016H03-AP-8/03 Item 2. Code of Ethics. Not applicable for semiannual reports. Item 3. Audit Committee Financial Expert. Not applicable for semiannual reports. Item 4. Principal Accountant Fees and Services Not applicable for semiannual reports. Item 5. Audit Committee of Listed Registrants. Not applicable for semiannual reports. Item 6. [Reserved.] Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable for semiannual reports. Item 8. [Reserved.] Item 9 - Controls and Procedures (a) The Fund's principal executive officer and principal financial officer have concluded that the Fund's disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Fund in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, based upon such officers' evaluation of these controls and procedures as of a date within 90 days of the filing date of the report. There were no significant changes or corrective actions with regard to significant deficiencies or material weaknesses in the Fund's internal controls or in other factors that could significantly affect the Fund's internal controls subsequent to the date of their evaluation. (b) There were no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 10 Exhibits (a) Code of Ethics - Not applicable for semiannual reports. (b) A separate certification for each principal executive officer and principal financial officer of the registrant are attached hereto as part of EX-99.CERT. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Morgan Stanley U.S. Government Money Market Trust /s/ Ronald E. Robison Ronald E. Robison Principal Executive Officer September 22, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Ronald E. Robison Ronald E. Robison Principal Executive Officer September 22, 2003 /s/ Francis Smith Francis Smith Principal Financial Officer September 22, 2003 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Morgan Stanley U.S. Government Money Market Trust /s/ Ronald E. Robison Ronald E. Robison Principal Executive Officer December 8, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Ronald E. Robison Ronald E. Robison Principal Executive Officer December 8, 2003 /s/ Francis Smith Francis Smith Principal Financial Officer December 8, 2003 3