EXHIBIT 25-m
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
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JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
1111 Polaris Parkway
Columbus, Ohio 43271
(Address of principal executive offices) (Zip Code)
Pauline E. Higgins
Vice President and Assistant General Counsel
JPMorgan Chase Bank, National Association
707 Travis Street, 4th Floor North
Houston, Texas 77002
Tel: (713) 216-1436
(Name, address and telephone number of agent for service)
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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)
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Debt Securities
(Title of the indenture securities)
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GENERAL
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.,
20551
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b)Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor and Guarantors.
If the obligor or any guarantor is an affiliate of the trustee, describe
each such affiliation.
None.
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Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A.
(see Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).
2. A copy of the Certificate of Authority of the Comptroller of the
Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed
in connection with Registration Statement No. 333-106575 which is incorporated
by reference).
3. None, the authority of the trustee to exercise corporate trust
powers being contained in the documents described in Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-106575 which is
incorporated by reference).
5. Not applicable.
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.
333-106575 which is incorporated by reference).
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.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, N.A., 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 25th day
of January 2006.
JPMORGAN CHASE BANK, N.A.
By /s/ Natalie B. Pesce
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Natalie B. Pesce, Assistant Vice President
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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
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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
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TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL $1,008,426
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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 )