EX-25.V 55 dp51109_ex25-v.htm EXHIBIT 25-V
EXHIBIT 25-v
 
UNITED STATES
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)           |__|
___________________________
 
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
 
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
13-5160382
(I.R.S. employer
identification no.)
   
One Wall Street, New York, N.Y.
(Address of principal executive offices)
10286
(Zip code)
___________________________
 
MORGAN STANLEY
(Exact name of obligor as specified in its charter)
 
Delaware
(State or other jurisdiction of
incorporation or organization)
36-3145972
(I.R.S. employer
identification no.)
   
1585 Broadway
New York, New York
(Address of principal executive offices)
 
10036
(Zip code)
___________________________
 
Guarantee of Capital Securities of Morgan Stanley Capital Trust VIII
(Title of the indenture securities)
 
 
 
 
 
 
 
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.
 
Name
Address
   
Superintendent of the Department of Financial Services of the State of New York
One State Street, New York, N.Y.  10004-1417, and Albany, N.Y. 12223
   
Federal Reserve Bank of New York
33 Liberty Street, New York, N.Y.  10045
   
Federal Deposit Insurance Corporation
Washington, D.C.  20429
   
New York Clearing House Association
New York, N.Y.  10005
 
 
(b)
Whether it is authorized to exercise corporate trust powers.
 
Yes.
 
2.
Affiliations with Obligor.
 
If the obligor is an affiliate of the trustee, describe each such affiliation.
 
None.
 
16.
List of Exhibits.
 
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
 
 
1.
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
 
 
 
- 2 -
 
 
 
 
4.
A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-188382).
 
 
6.
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-188382).
 
 
7.
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
 
 
 
- 3 -
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 12th day of November, 2014.
 
 
 
THE BANK OF NEW YORK MELLON
  
       
 
By:
/s/ Francine Kincaid   
    Name: Francine Kincaid    
    Title:  Vice President   
       
 
 
 
- 4 -
 
 
EXHIBIT 7
 
Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON
 
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30, 2014, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
 
ASSETS
Dollar amounts in thousands
  
       
Cash and balances due from depository institutions:
      
Noninterest-bearing balances and currency and coin
     5,811,000  
Interest-bearing balances
     114,306,000  
Securities:
        
Held-to-maturity securities
     19,391,000  
Available-for-sale securities
     92,289,000  
Federal funds sold and securities purchased under agreements to resell:
        
Federal funds sold in domestic offices
     17,000  
Securities purchased under agreements to resell
     8,055,000  
Loans and lease financing receivables:
        
Loans and leases held for sale
     0  
Loans and leases, net of unearned income
     34,349,000  
LESS: Allowance for loan and lease losses
     176,000  
Loans and leases, net of unearned income and allowance
     34,173,000  
Trading assets
     7,806,000  
Premises and fixed assets (including capitalized leases)
     998,000  
Other real estate owned
     4,000  
Investments in unconsolidated subsidiaries and associated companies
     575,000  
Direct and indirect investments in real estate ventures
     0  
Intangible assets:
        
Goodwill
     6,447,000  
Other intangible assets
     1,187,000  
Other assets
     13,808,000  
Total assets
     304,867,000  
         
LIABILITIES
        
Deposits:
        
In domestic offices
     140,468,000  
Noninterest-bearing
     93,405,000  
Interest-bearing
     47,063,000  
In foreign offices, Edge and Agreement subsidiaries, and IBFs
     117,531,000  
Noninterest-bearing
     7,533,000  
Interest-bearing
     109,998,000  
Federal funds purchased and securities sold under agreements to repurchase:
        
Federal funds purchased in domestic offices
     1,165,000  
Securities sold under agreements to repurchase
     1,166,000  
Trading liabilities
     6,732,000  
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
     7,867,000  
Not applicable
        
Not applicable
        
Subordinated notes and debentures
     1,065,000  
Other liabilities
     7,327,000  
Total liabilities
     283,321,000  
         
EQUITY CAPITAL
        
Perpetual preferred stock and related surplus
     0  
Common stock
     1,135,000  
Surplus (exclude all surplus related to preferred stock)
     10,035,000  
Retained earnings
     10,642,000  
Accumulated other comprehensive income
     -616,000  
Other equity capital components
     0  
Total bank equity capital
     21,196,000  
Noncontrolling (minority) interests in consolidated subsidiaries
     350,000  
Total equity capital
     21,546,000  
Total liabilities and equity capital
     304,867,000  
 
I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
 
Thomas P. Gibbons,
Chief Financial Officer
 
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
 
     
Gerald L. Hassell
Catherine A. Rein
Michael J. Kowalski
Directors