EX-25.B 45 ex25-b.txt EXHIBIT 25-b ================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ---------------------------------------- J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 95-4655078 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 1999 Avenue of the Stars - Floor 26 Los Angeles, CA 90067 (Address of principal executive offices) (Zip Code) Thomas F. Godfrey Vice President and Assistant General Counsel J. P. Morgan Trust Company, National Association 1 Chase Manhattan Plaza, 25th Floor New York, New York 10081 Tel: (212) 552-2192 (Name, address and telephone number of agent for service) -------------------------------------------- Morgan Stanley (Exact name of obligor as specified in its charter) Delaware 36-3145972 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 1585 Broadway New York, New York 10036 (Address of principal executive offices) (Zip Code) ================================================================= Debt Securities (Title of the indenture securities) 2 Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. Board of Governors of the Federal Reserve System, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with Obligor. If the Obligor is an affiliate of the trustee, describe each such affiliation. None. No responses are included for Items 3-15 of this Form T-1 because the Obligor is not in default as provided under Item 13. Item 16. List of Exhibits. List below all exhibits filed as part of this statement of eligibility. Exhibit 1. Articles of Association of the Trustee as Now in Effect (see Exhibit 1 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference). Exhibit 2. Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust Powers (contained in Exhibit 2). Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference). Exhibit 5. Not Applicable Exhibit 6. The consent of the Trustee required by Section 321 (b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. Exhibit 8. Not Applicable Exhibit 9. Not Applicable 3 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, J. P. Morgan Trust Company, National Association, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of San Francisco, and State of California, on the 25th day of January 2006. J. P. Morgan Trust Company, National Association By: /s/ Carol Ng ---------------------------------------- Carol Ng Vice President Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF JPMorgan Chase Bank, N.A. of 1111 Polaris Parkway, Columbus, Ohio 43240 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business September 30, 2005, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar Amounts ASSETS in Millions Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ............................................ $ 28,433 Interest-bearing balances .................................... 17,638 Securities: Held to maturity securities ....................................... 84 Available for sale securities ..................................... 55,133 Federal funds sold and securities purchased under agreements to resell ......................................... Federal funds sold in domestic offices ....................... 24,468 Securities purchased under agreements to resell .............. 167,210 Loans and lease financing receivables: Loans and leases held for sale ............................... 30,960 Loans and leases, net of unearned income ..................... $360,848 Less: Allowance for loan and lease losses .................... 4,895 Loans and leases, net of unearned income and allowance .................................................... 355,953 Trading Assets .................................................... 229,642 Premises and fixed assets (including capitalized leases)........... 8,279 Other real estate owned ........................................... 141 Investments in unconsolidated subsidiaries and associated companies ......................................... 794 Customers' liability to this bank on acceptances outstanding .................................................. 738 Intangible assets Goodwill .................................................. 23,365 Other Intangible assets.................................... 10,275 Other assets ...................................................... 55,313 TOTAL ASSETS ...................................................... $ 1,008,426 ========= LIABILITIES Deposits In domestic offices .............................................. $389,235 Noninterest-bearing............................................... $138,883 Interest-bearing ................................................. 250,352 In foreign offices, Edge and Agreement subsidiaries and IBF's............................................ 140,161 Noninterest-bearing............................................ $6,800 Interest-bearing.................................................. 133,361 Federal funds purchased and securities sold under agree- ments to repurchase: Federal funds purchased in domestic offices 8,435 Securities sold under agreements to repurchase 109,608 Trading liabilities ................................................... 131,588 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)......................... 82,712 Bank's liability on acceptances executed and outstanding............... 738 Subordinated notes and debentures ..................................... 17,662 Other liabilities ..................................................... 40,948 TOTAL LIABILITIES ..................................................... 921,087 Minority Interest in consolidated subsidiaries ........................ 2,249 EQUITY CAPITAL Perpetual preferred stock and related surplus.......................... 0 Common stock .......................................................... 1,785 Surplus (exclude all surplus related to preferred stock).............. 59,467 Retained earnings...................................................... 24,523 Accumulated other comprehensive income................................. (685) Other equity capital components........................................ 0 TOTAL EQUITY CAPITAL .................................................. 85,090 ------ TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL $1,008,426 ========== I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the in- structions issued by the appropriate Federal regulatory authority and is true and correct. WILLIAM B. HARRISON, JR. ) JAMES DIMON )DIRECTORS MICHAEL J. CAVANAGH )