UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-09713 Active Assets Institutional Money 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: June 30, 2005 Date of reporting period: December 31, 2004 Item 1 - Report to Shareholders Welcome, Shareholder: In this report, you'll learn about how your investment in Active Assets Institutional Money Trust performed during the semiannual period. We will provide an overview of the market conditions, and discuss some of the factors that affected performance during the reporting period. In addition, this report includes the Fund's financial statements and a list of Fund investments. 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 market values of securities owned by the Fund will decline and, therefore, the value of the Fund"s 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 December 31, 2004 MARKET CONDITIONS The Federal Open Market Committee ("the Fed") increased its target rate for federal funds to 1.25 percent on June 30, 2004, its first increase in four years. The Fed then took four more steps of the same size during the next six months. As a result, the Fed bumped its target upward "in measured steps" at all five scheduled meetings from June 30 through December 14, 2004, to the current level of 2.25 percent, which is a three-year high. PERFORMANCE ANALYSIS As of December 31, 2004, Active Assets Institutional Money Trust had net assets of more than $971 million and an average portfolio maturity of 32 days. For the six-month period ended December 31, 2004, the Fund returned 0.80 percent. For the seven-day period ended December 31, 2004, the Fund provided an effective annualized yield of 2.14 percent and a current yield of 2.12 percent, while its 30-day average yield for December was 2.04 percent. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. Our strategy in managing the Fund remained consistent with the Fund's long-term focus on seeking to provide high current income and maintaining preservation of capital and liquidity. By shortening the maturities of the portfolio's investments slightly, the Fund was able to reinvest in higher yielding money market securities as rates climbed. We adhered to a conservative approach in managing the Fund that emphasized purchasing high-quality money market obligations and avoided the use of derivatives that might fluctuate excessively with changing interest rates. <Table> <Caption> PORTFOLIO COMPOSITION Commercial Paper 52.4% Repurchase Agreements 24.8 Floating Rate Notes 17.7 Certificates of Deposit 5.1 </Table> <Table> <Caption> MATURITY SCHEDULE 1 - 30 Days 62.3% 31 - 60 Days 20.1 61 - 90 Days 9.7 91 - 120 Days 2.6 121+ Days 5.3 </Table> Data as of December 31, 2004. Subject to change daily. All percentages for portfolio composition and maturity schedule are as a percentage of total investments. Provided for informational purposes only and should not be deemed a recommendation to buy or sell 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. 2 INVESTMENT STRATEGY THE FUND INVESTS IN HIGH QUALITY, SHORT-TERM DEBT OBLIGATIONS. IN SELECTING INVESTMENTS, THE "INVESTMENT MANAGER," MORGAN STANLEY INVESTMENT ADVISORS INC., SEEKS TO MAINTAIN THE FUND'S SHARE PRICE AT $1.00. THE SHARE PRICE REMAINING STABLE AT $1.00 MEANS THAT THE FUND WOULD PRESERVE THE PRINCIPAL VALUE OF YOUR INVESTMENT. AN INVESTMENT IN THE FUND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND. FOR MORE INFORMATION ABOUT PORTFOLIO HOLDINGS EACH MORGAN STANLEY FUND PROVIDES A COMPLETE SCHEDULE OF PORTFOLIO HOLDINGS IN ITS SEMIANNUAL AND ANNUAL REPORTS WITHIN 60 DAYS OF THE END OF THE FUND'S SECOND AND FOURTH FISCAL QUARTERS BY FILING THE SCHEDULE ELECTRONICALLY WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC). THE SEMIANNUAL REPORTS ARE FILED ON FORM N-CSRS AND THE ANNUAL REPORTS ARE FILED ON FORM N-CSR. MORGAN STANLEY ALSO DELIVERS THE SEMIANNUAL AND ANNUAL REPORTS TO FUND SHAREHOLDERS AND MAKES THESE REPORTS AVAILABLE ON ITS PUBLIC WEB SITE, WWW.MORGANSTANLEY.COM. EACH MORGAN STANLEY FUND ALSO FILES A COMPLETE SCHEDULE OF PORTFOLIO HOLDINGS WITH THE SEC FOR THE FUND'S FIRST AND THIRD FISCAL QUARTERS ON FORM N-Q. MORGAN STANLEY DOES NOT DELIVER THE REPORTS FOR THE FIRST AND THIRD FISCAL QUARTERS TO SHAREHOLDERS, NOR ARE THE REPORTS POSTED TO THE MORGAN STANLEY PUBLIC WEB SITE. YOU MAY, HOWEVER, OBTAIN THE FORM N-Q FILINGS (AS WELL AS THE FORM N-CSR AND N-CSRS FILINGS) BY ACCESSING THE SEC'S WEB SITE, HTTP://WWW.SEC.GOV. YOU MAY ALSO REVIEW AND COPY THEM AT THE SEC'S PUBLIC REFERENCE ROOM IN WASHINGTON, DC. INFORMATION ON THE OPERATION OF THE SEC'S PUBLIC REFERENCE ROOM MAY BE OBTAINED BY CALLING THE SEC AT (800) SEC-0330. YOU CAN ALSO REQUEST COPIES OF THESE MATERIALS, UPON PAYMENT OF A DUPLICATING FEE, BY ELECTRONIC REQUEST AT THE SEC'S E-MAIL ADDRESS (PUBLICINFO@SEC.GOV) OR BY WRITING THE PUBLIC REFERENCE SECTION OF THE SEC, WASHINGTON, DC 20549-0102. YOU MAY OBTAIN COPIES OF A FUND'S FISCAL QUARTER FILINGS BY CONTACTING MORGAN STANLEY CLIENT RELATIONS AT (800) 869-NEWS. HOUSEHOLDING NOTICE TO REDUCE PRINTING AND MAILING COSTS, THE FUND ATTEMPTS TO ELIMINATE DUPLICATE MAILINGS TO THE SAME ADDRESS. THE FUND DELIVERS A SINGLE COPY OF CERTAIN SHAREHOLDER DOCUMENTS, INCLUDING SHAREHOLDER REPORTS, PROSPECTUSES AND PROXY MATERIALS, TO INVESTORS WITH THE SAME LAST NAME WHO RESIDE AT THE SAME ADDRESS. YOUR PARTICIPATION IN THIS PROGRAM WILL CONTINUE FOR AN UNLIMITED PERIOD OF TIME UNLESS YOU INSTRUCT US OTHERWISE. YOU CAN REQUEST MULTIPLE COPIES OF THESE DOCUMENTS BY CALLING (800) 350-6414, 8:00 A.M. TO 8:00 P.M., ET. ONCE OUR CUSTOMER SERVICE CENTER HAS RECEIVED YOUR INSTRUCTIONS, WE WILL BEGIN SENDING INDIVIDUAL COPIES FOR EACH ACCOUNT WITHIN 30 DAYS. 3 EXPENSE EXAMPLE As a shareholder of the Fund, you incur ongoing costs, including management fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period 07/01/04 - 12/31/04. ACTUAL EXPENSES The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the table below provides information about hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second line of the table is useful in comparing ongoing costs, and will not help you determine the relative total cost of owning different funds that have transactional costs, such as sales charges (loads), and redemption fees, or exchange fees. <Table> <Caption> BEGINNING ENDING EXPENSES PAID ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* ------------- ------------- --------------- 07/01/04 - 07/01/04 12/31/04 12/31/04 ------------- ------------- --------------- Actual (0.80% return)....................................... $1,000.00 $1,008.00 $0.92 Hypothetical (5% annual return before expenses)............. $1,000.00 $1,024.56 $0.93 </Table> - ------------------ * Expenses are equal to the Fund's annualized expense ratio of 0.18% multiplied by the average account value over the period, multiplied by 186**/365 (to reflect the one-half year period). ** Adjusted to reflect non-business day accruals. 4 Active Assets Institutional Money Trust PORTFOLIO OF INVESTMENTS - DECEMBER 31, 2004 (UNAUDITED) <Table> <Caption> ANNUALIZED PRINCIPAL YIELD AMOUNT IN ON DATE OF MATURITY THOUSANDS DESCRIPTION PURCHASE DATES VALUE - --------------------------------------------------------------------------------------------------------- Commercial Paper (52.3%) Asset-Backed - Auto (8.4%) $ 47,000 FCAR Owner Trust............................. 2.20-2.34% 01/20/05-02/07/05 $ 46,915,372 35,000 New Center Asset Trust....................... 2.00-2.28 01/28/05-02/22/05 34,930,146 ------------ 81,845,518 ------------ Asset-Backed - Consumer (7.3%) 20,064 Gemini Securitization Corp., LLC*............ 2.36 02/02/05 20,024,708 22,354 Old Line Funding Corp.*...................... 2.25-2.33 01/18/05-01/19/05 22,332,034 18,842 Ranger Funding Co., LLC*..................... 2.01 01/12/05 18,832,579 10,000 Thames Asset Global Securitization*.......... 2.33 02/09/05 9,976,156 ------------ 71,165,477 ------------ Asset-Backed - Corporate (8.8%) 43,575 Atlantis One Funding*........................ 1.81-1.92 01/04/05-01/21/05 43,556,652 10,000 CAFCO LLC*................................... 2.23 02/02/05 9,981,500 20,000 Eureka Securitization Inc.*.................. 2.41 02/16/05 19,941,333 12,000 Moat Funding, LLC*........................... 2.48 05/04/05 11,901,183 ------------ 85,380,668 ------------ Asset-Backed - Diversified (2.1%) 20,000 CRC Funding LLC*............................. 2.34 01/26/05 19,970,100 ------------ Asset-Backed - Mortgages (6.8%) 9,500 Mortgage Interest Networking Trust Series A1 P1......................................... 2.19 01/14/05 9,493,672 25,000 Mortgage Interest Networking Trust Series A1+ P1........................................... 2.25 01/03/05 25,000,000 31,680 Sydney Capital Corp.*........................ 2.27-2.41 01/24/05-03/08/05 31,603,171 ------------ 66,096,843 ------------ Asset-Backed - Securities (8.7%) 10,000 Beta Finance*................................ 2.44 05/12/05 9,913,642 25,000 CC USA Inc.*................................. 2.04-2.12 03/21/05-03/30/05 24,881,544 10,000 Clipper Receivables Co., LLC*................ 2.32 02/04/05 9,979,467 30,000 Galaxy Funding Inc.*......................... 2.13-2.48 02/01/05-03/23/05 29,874,517 10,000 Grampian Funding LLC*........................ 2.05 01/31/05 9,984,133 ------------ 84,633,303 ------------ Financial Conglomerates (1.5%) 15,000 General Electric Capital Corp. .............. 1.90-2.02 02/16/05-03/16/05 14,951,916 ------------ Insurance (1.0%) 10,000 American General Finance Corp. .............. 2.25 01/25/05 9,986,311 ------------ </Table> See Notes to Financial Statements 5 Active Assets Institutional Money Trust PORTFOLIO OF INVESTMENTS - DECEMBER 31, 2004 (UNAUDITED) continued <Table> <Caption> ANNUALIZED PRINCIPAL YIELD AMOUNT IN ON DATE OF MATURITY THOUSANDS DESCRIPTION PURCHASE DATES VALUE - --------------------------------------------------------------------------------------------------------- International Banks (7.7%) $ 15,000 Banque Generale du Luxembourg................ 2.16% 04/01/05 $ 14,921,533 10,000 BNP Paribas Finance, Inc. ................... 2.52 03/29/05 9,940,972 10,000 HBOS Treasury Services plc................... 2.48 04/28/05 9,921,576 29,900 KFW International Finance Inc. .............. 2.50-2.54 05/04/05-05/11/05 29,639,384 10,000 Unicredit Delaware Inc. ..................... 1.86 01/24/05 9,989,267 ------------ 74,412,732 ------------ Total Commercial Paper (Cost $508,442,868).................................... 508,442,868 ------------ Repurchase Agreements (24.8%) 45,000 Banc of America Securities LLC (dated 12/31/04; proceeds $45,008,475) (a)........ 2.26 01/03/05 45,000,000 196,050 Goldman Sachs & Co. (dated 12/31/04; proceeds $196,087,413) (b).......................... 2.29 01/03/05 196,050,000 ------------ Total Repurchase Agreements (Cost $241,050,000)............................... 241,050,000 ------------ Floating Rate Notes (17.7%) Asset-Backed - Securities (1.0%) 10,000 CC USA Inc.*................................. 2.35+ 01/25/05++ 9,999,424 ------------ Finance - Auto (4.1%) 12,000 American Honda Finance Corp.*................ 2.39+ 02/11/05++ 12,000,000 28,000 Toyota Motor Credit Corp. ................... 2.38+ 01/03/05++ 28,000,500 ------------ 40,000,500 ------------ Financial - Conglomerates (2.1%) 20,000 General Electric Capital Corp. .............. 2.62+ 03/15/05++ 20,007,285 ------------ Insurance (1.0%) 10,000 Allstate Financial Global Funding*........... 2.58+ 01/03/05++ 10,010,203 ------------ International Banks (5.9%) 37,000 Barclays Bank PLC............................ 2.35+ 01/24/05++ 36,998,336 9,700 Deutsche Bank AG............................. 2.36+ 02/18/05++ 9,701,306 10,000 Westpac Banking Corp. ....................... 2.07+ 01/25/05++ 10,000,782 ------------ 56,700,424 ------------ </Table> See Notes to Financial Statements 6 Active Assets Institutional Money Trust PORTFOLIO OF INVESTMENTS - DECEMBER 31, 2004 (UNAUDITED) continued <Table> <Caption> ANNUALIZED PRINCIPAL YIELD AMOUNT IN ON DATE OF MATURITY THOUSANDS DESCRIPTION PURCHASE DATES VALUE - --------------------------------------------------------------------------------------------------------- Major Banks (3.6%) $ 10,000 SunTrust Banks, Inc. ........................ 2.29+% 01/03/05++ $ 9,999,756 25,000 Wells Fargo Bank, N.A. ...................... 2.22+ 01/04/05++ 25,000,000 ------------ 34,999,756 ------------ Total Floating Rate Notes (Cost $171,717,592)................................. 171,717,592 ------------ Certificates of Deposit (5.2%) 10,000 First Tennessee Bank, N.A. .................. 2.08 01/28/05 10,000,000 20,000 Washington Mutual Bank, FA................... 2.36 02/02/05 20,000,000 20,000 Wells Fargo Bank, N.A. ...................... 2.35 01/26/05 20,000,000 ------------ Total Certificates of Deposit (Cost $50,000,000).............................. 50,000,000 ------------ </Table> <Table> Total Investments (Cost $971,210,460) (c)....................... 100.0% 971,210,460 Other Assets in Excess of Liabilities........................... 0.0 254,457 ----- ------------ Net Assets...................................................... 100.0% $971,464,917 ===== ============ </Table> - --------------------- <Table> * Resale is restricted to qualified institutional investors. + Rate shown is the rate in effect at December 31, 2004. ++ Date of next interest rate reset. (a) Collateralized by Federal National Mortgage Assoc. 6.00% due 08/01/34 valued at $45,900,000. (b) Collateralized by Federal National Mortgage Assoc. 4.00% - 6.50% due 01/01/09 - 11/01/34 valued at $199,971,001. (c) Cost is the same for federal income tax purposes. </Table> 7 See Notes to Financial Statements Active Assets Institutional Money Trust FINANCIAL STATEMENTS Statement of Assets and Liabilities December 31, 2004 (unaudited) <Table> Assets: Investments in securities, at value (cost $971,210,460) (including repurchase agreements of $241,050,000)............................................. $971,210,460 Cash........................................................ 5,738 Interest receivable......................................... 533,723 Prepaid expenses and other assets........................... 48,171 ------------ Total Assets............................................ 971,798,092 ------------ Liabilities: Payable for: Dividends to shareholders............................... 171,187 Investment advisory fee................................. 79,949 Administration fee...................................... 39,975 Accrued expenses and other payables......................... 42,064 ------------ Total Liabilities....................................... 333,175 ------------ Net Assets.............................................. $971,464,917 ============ Composition of Net Assets: Paid-in-capital............................................. $971,355,617 Accumulated undistributed net investment income............. 109,300 ------------ Net Assets.............................................. $971,464,917 ============ Net Asset Value Per Share, 971,464,917 shares outstanding (unlimited shares authorized of $.01 par value).......................................... $1.00 ============ </Table> See Notes to Financial Statements 8 Active Assets Institutional Money Trust FINANCIAL STATEMENTS continued Statement of Operations For the six months ended December 31, 2004 (unaudited) <Table> Net Investment Income: Interest Income............................................. $8,333,368 ---------- Expenses Investment advisory fee..................................... 639,956 Administration fee.......................................... 79,034 Professional fees........................................... 29,817 Custodian fees.............................................. 26,332 Registration fees........................................... 20,350 Shareholder reports and notices............................. 18,252 Trustees' fees and expenses................................. 6,101 Transfer agent fees and expenses............................ 1,539 Other....................................................... 18,065 ---------- Total Expenses.......................................... 839,446 ---------- Net Investment Income....................................... $7,493,922 ========== </Table> See Notes to Financial Statements 9 Active Assets Institutional Money Trust FINANCIAL STATEMENTS continued Statement of Changes in Net Assets <Table> <Caption> FOR THE SIX FOR THE YEAR MONTHS ENDED ENDED DECEMBER 31, 2004 JUNE 30, 2004 ----------------- -------------- (unaudited) Increase (Decrease) in Net Assets: Operations: Net investment income....................................... $ 7,493,922 $ 9,737,809 Net realized gain........................................... -- 1,245 ------------ -------------- Net Increase............................................ 7,493,922 9,739,054 ------------ -------------- Dividends and Distributions to Shareholders from: Net investment income....................................... (7,493,907) (9,737,824) Net realized gain........................................... -- (1,245) ------------ -------------- Total Dividends and Distributions....................... (7,493,907) (9,739,069) ------------ -------------- Net increase (decrease) from transactions in shares of beneficial interest....................................... 35,406,863 (212,407,462) ------------ -------------- Net Increase (Decrease)................................. 35,406,878 (212,407,477) Net Assets: Beginning of period......................................... 936,058,039 1,148,465,516 ------------ -------------- End of Period (Including accumulated undistributed net investment income of $109,300 and $109,285, respectively)..................... $971,464,917 $ 936,058,039 ============ ============== </Table> See Notes to Financial Statements 10 Active Assets Institutional Money Trust NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 2004 (UNAUDITED) 1. Organization and Accounting Policies Active Assets Institutional Money 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 objective is high current income, preservation of capital and liquidity. The Fund was organized as a Massachusetts business trust on November 23, 1999 and commenced operations on February 15, 2000. 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 Advisory/Administration Agreements Effective November 1, 2004, pursuant to an Investment Advisory Agreement with Morgan Stanley Investment Advisors Inc. (the "Investment Adviser"), the Fund pays the Investment Adviser an advisory fee, accrued daily and payable monthly, by applying the annual rate of 0.10% to the net assets of the Fund determined as of the close of each business day. 11 Active Assets Institutional Money Trust NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 2004 (UNAUDITED) continued Effective November 1, 2004, pursuant to an Administration Agreement with Morgan Stanley Services Company Inc. ("the Administrator"), an affiliate of the Investment Adviser, the Fund pays an administration fee, accrued daily and payable monthly, by applying the annual rate 0.05% to the Fund's daily net assets. Prior to November 1, 2004, the Fund had retained the Investment Adviser to provide administrative services and to manage the investment of the Fund's assets pursuant to an investment management agreement pursuant to which the Fund paid the Investment Adviser a management fee, accrued daily and payable monthly, by applying the annual rate of 0.15% to the net assets of the Fund determined as of the close of each business day. The Investment Adviser has agreed to reimburse all operating expenses and to waive the compensation provided for in its Investment Advisory Agreement to the extent that such expenses and compensation on an annualized basis exceed 0.20% of the daily net assets of the Fund. 3. Security Transactions and Transactions with Affiliates The cost of purchases and proceeds from sales/maturities of portfolio securities for the six months ended December 31, 2004, aggregated $19,168,469,742 and $19,137,528,414, respectively. Morgan Stanley Trust, an affiliate of the Investment Adviser and Administrator, is the Fund's transfer agent. Effective April 1, 2004, the Fund began an unfunded Deferred Compensation Plan (the "Compensation Plan") which allows each independent Trustee to defer payment of all, or a portion, of the fees he receives for serving on the Board of Trustees. Each eligible Trustee generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the net asset value of the Fund. 12 Active Assets Institutional Money Trust NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 2004 (UNAUDITED) continued 4. 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 DECEMBER 31, 2004 JUNE 30, 2004 ----------------- -------------- (unaudited) Shares sold................................................. 1,786,340,538 3,918,519,756 Shares issued in reinvestment of dividends and distributions............................................. 7,345,780 9,744,521 -------------- -------------- 1,793,686,318 3,928,264,277 Shares redeemed............................................. (1,758,279,455) (4,140,671,739) -------------- -------------- Net increase (decrease) in shares outstanding............... 35,406,863 (212,407,462) ============== ============== </Table> 5. Legal Matters The Investment Adviser, certain affiliates of the Investment Adviser, certain officers of such affiliates and certain investment companies advised by the Investment Adviser or its affiliates, including the Fund, are named as defendants in a number of similar class action complaints which were recently consolidated. This consolidated action also names as defendants certain individual Trustees and Directors of the Morgan Stanley funds. The consolidated amended complaint generally alleges that defendants, including the Fund, violated their statutory disclosure obligations and fiduciary duties by failing properly to disclose (i) that the Investment Adviser and certain affiliates of the Investment Adviser allegedly offered economic incentives to brokers and others to recommend the funds advised by the Investment Adviser or its affiliates to investors rather than funds managed by other companies, and (ii) that the funds advised by the Investment Adviser or its affiliates, including the Fund, allegedly paid excessive commissions to brokers in return for their efforts to recommend these funds to investors. The complaint seeks, among other things, unspecified compensatory damages, rescissionary damages, fees and costs. The defendants have moved to dismiss the action and intend to otherwise vigorously defend it. While the Fund believes that it has meritorious defenses, the ultimate outcome of this matter is not presently determinable at this early stage of the litigation, and no provision has been made in the Fund's financial statements for the effect, if any, of this matter. 13 Active Assets Institutional Money Trust FINANCIAL HIGHLIGHTS Selected ratios and per share data for a share of beneficial interest outstanding throughout each period: <Table> <Caption> FOR THE PERIOD FOR THE SIX FOR THE YEAR ENDED JUNE 30, FEBRUARY 15, 2000* MONTHS ENDED ----------------------------------------- THROUGH DECEMBER 31, 2004 2004 2003 2002 2001 JUNE 30, 2000 ----------------- -------- -------- -------- -------- ------------------ (unaudited) Selected Per Share Data: Net asset value, beginning of period........................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ------ ------ ------ ------ ------ ------ Net income from investment operations....................... 0.008 0.009 0.014 0.024 0.058 0.023 Less dividends from net investment income........................... (0.008) (0.009)+ (0.014)+ (0.024)+ (0.058)+ (0.023) ------ ------ ------ ------ ------ ------ Net asset value, end of period.... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ====== ====== ====== ====== ====== ====== Total Return...................... 0.80%(1) 0.91% 1.37% 2.45% 5.95% 2.31%(1) Ratios to Average Net Assets: Expenses.......................... 0.18%(2) 0.18% 0.17% 0.17% 0.19% 0.20%(2)(3) Net investment income............. 1.56%(2) 0.91% 1.36% 2.40% 5.61% 6.12%(2)(3) Supplemental Data: Net assets, end of period, in millions......................... $971 $936 $1,148 $1,153 $1,146 $813 </Table> - --------------------- <Table> * Commencement of operations. + Includes capital gain distribution of less than $0.001. (1) Not annualized. (2) Annualized. (3) If the Fund had borne all of its expenses that were reimbursed or waived by the Investment Adviser, the annualized expense and net investment income ratios would have been 0.31% and 6.01%, respectively. </Table> See Notes to Financial Statements 14 (This Page Intentionally Left Blank) 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 Fergus Reid OFFICERS Charles A. Fiumefreddo Chairman of the Board Mitchell M. Merin President Ronald E. Robison Executive Vice President and Principal Executive Officer Joseph J. McAlinden Vice President Barry Fink Vice President Amy R. Doberman Vice President Carsten Otto Chief Compliance Officer Stefanie V. Chang Vice President Francis J. 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 REGISTERED PUBLIC ACCOUNTING FIRM Deloitte & Touche LLP Two World Financial Center New York, New York 10281 INVESTMENT ADVISER 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) 2004 Morgan Stanley [MORGAN STANLEY LOGO] MORGAN STANLEY FUNDS Active Assets Institutional Money Trust Semiannual Report December 31, 2004 [MORGAN STANLEY LOGO] RA05-00105P-Y12/04 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. Refer to Item 1. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable for semiannual reports. Item 8. Closed-End Fund Repurchases Applicable to reports filed by closed-end funds. Item 9. Submission of Matters to a Vote of Security Holders Not applicable. Item 10 - 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. (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 11 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. 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. Active Assets Institutional Money Trust /s/ Ronald E. Robison Ronald E. Robison Principal Executive Officer February 17, 2005 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 February 17, 2005 /s/ Francis Smith Francis Smith Principal Financial Officer February 17, 2005 3