**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10‐K**

 

(Mark one)

**/X/ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

**    For the fiscal year endedDecember 31, 2023OR**

**//TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

**For the transition period from****            ****to****            **

 

 

 

**Commission file number: 333-180779-03**

 

**Central Index Key Number of the issuing entity:0001571237**

 

**Morgan Stanley Bank of America Merrill Lynch Trust2013-C9**

**(exact name of issuing entity as specified in itscharter)**

 

**Central Index Key Number of the depositor: 0001547361**

 

**Morgan Stanley Capital I Inc.**

**(exact name of the depositor as specified in its charter)**

 

**Central Index Key Number of the sponsor: 0001541557**

 

**Morgan Stanley Mortgage Capital Holdings LLC**

**(exact names of the sponsors as specified in theircharters)**

 

**Central Index Key Number of the sponsor: 0001102113**

 

**Bank of America, National Association**

**(exact names of the sponsors as specified in theircharters)**

 

| **New York**                                                        | **38‐3906833  38‐3906834  38‐3906835  38‐7092974  38‐7092975  38‐7092976** |
|---------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**                                                                   |

 

**c/oComputershare Trust Company, National Association, as agent for**

**Wells Fargo Bank, NationalAssociation**

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principalexecutive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number,including area code:**

**(667) 786‐1992**

Securitiesregistered pursuant to Section 12(b) of the Act:

   

| Title of each class | Trading Symbol(s) | Name of each exchange  on which registered |
|---------------------|-------------------|--------------------------------------------|
| None                |              |                                       |

 

Securitiesregistered pursuant to Section 12(g) of the Act:

 

  NONE.

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act.

 

  Yes___ No X

 

Indicateby check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Act.

 

  Yes___ No X

 

Note- Checking the box above will not relieve any registrant required to filereports pursuant to Section 13 or 15(d) of the Exchange Act from theirobligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

 

  YesX No ___

 

Indicateby check mark whether the registrant has submitted electronically everyInteractive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (Section 232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit suchfiles).

 

  Notapplicable.

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, a smaller reporting company, oremerging growth company. See the definitions of "large acceleratedfiler", "accelerated filer," "smaller reportingcompany," and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 Largeaccelerated filer ___ Accelerated filer ___ Non-accelerated filer X (Do not check if a smaller reporting company)Smaller reporting company _

 

Emerginggrowth company ___

 

Ifan emerging growth company, indicate by check mark if the registrant has electednot to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Ex­changeAct.

 

  Notapplicable.

 

Indicateby check mark whether the registrant has filed a report on and attestation toits management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.

 

 Not applicable.

 

If securities are registered pursuant to Section 12(b)of the Act, indicate by check mark whether the financial statements of the

registrantincluded in the filing reflect the correction of an error to previously issuedfinancial statements.

 

Not applicable.

 

Indicateby check mark whether any of those error corrections are restatements thatrequired a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).

 

Not applicable.

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).

 

  Yes___ No X

 

Statethe aggregate market value of the voting and non-voting common equity held bynon-affiliates computed by reference to the price at which the common equitywas last sold, or the average bid and asked price of such common equity, as ofthe last business day of the registrant's most recently completed second fiscalquarter.

 

  Notapplicable.

 

Indicateby check mark whether the registrant has filed all documents and reportsrequired to be filed by Section 12, 13 or 15(d) of the Securities Exchange Actof 1934 subsequent to the distribution of securities under a plan confirmed bya court.

 

  Notapplicable.

 

Indicate the number of shares outstanding of each of theregistrant’s classes of common stock, as of the latest practicable date.

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

Listhereunder the following documents if incorporated by reference and the Part ofthe Form 10-K (e.g., Part I, Part II, etc.) into which the document isincorporated: (1)Any annual report to security holders; (2) Any proxy orinformation statement; and (3)Any prospectus filed pursuant to Rule 424(b) or(c) under the Securities Act of 1933. The listed documents should be clearlydescribed for identification purposes (e.g., annual report to security holdersfor fiscal year ended December 24, 1980).

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

Exceptas set forth below, each of the parties to each pooling and servicing agreementlisted in the Exhibit Index both (1) participates in the servicing function forpurposes of Item 1122 of Regulation AB and (2) constitutes a servicer thatmeets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB forpurposes of Item 1123 of Regulation AB:

 

• The trustee undera pooling and servicing agreement has a nominal role with respect to themortgage pool securitized pursuant to such pooling and servicing agreement. Thetrustee’s only servicing function is the contingent obligation to make certainadvances if the master servicer under such pooling and servicing agreementfails to do so, while all other servicing functions are performed by otherparties. The trustee under each of the pooling and servicing agreements listedin the Exhibit Index has confirmed to the registrant that it has not made anysuch contingent advances during the reporting period, and consequently, eachsuch trustee does not participate in the servicing function for purposes ofItem 1122 of Regulation AB, nor does it perform the functions of a servicer forpurposes of the definition of “servicer” under Item 1101 of Regulation AB orfor purposes of Item 1123 of Regulation AB.

 

• The operatingadvisor under a pooling and servicing agreement represents the interests ofsenior certificateholders in the transaction governed by such pooling andservicing agreement and is responsible for monitoring the performance of thespecial servicer under such pooling and servicing agreement and producingcertain reports to certificateholders relating to the resolution of themortgage pool securitized pursuant to such pooling and servicing agreement.While the operating advisor under a pooling and servicing agreement has certainreporting obligations in respect of the related mortgage pool, it has noobligation to collect or disburse funds in respect of the mortgage pool or toadminister any of the underlying mortgage loans.  Consequently, theoperating advisor under a pooling and servicing agreement participates in theservicing function for purposes of Item 1122 of Regulation AB, but is notresponsible for the “management or collection of the pool assets or makingallocations or distributions to holders of the asset-backed securities” withinthe meaning of “servicer” under Item 1101 of Regulation AB and does not performthe functions of a servicer for purposes of Item 1123 of Regulation AB.

 

• LNR Partners, LLC is the current specialservicer under the MSBAM 2013-C9 pooling and servicing agreement. In July 2018,Midland Loan Services, a Division of PNC Bank, National Association wasreplaced as special servicer under the MSBAM 2013-C9 pooling and servicingagreement and succeeded by LNR Partners, LLC.

 

• The Boston Park Plaza mortgage loan wasrepaid during the February 2016 collection period.  Consequently, duringthe reporting period, the MSBAM 2013-C9 mortgage pool did not include anymortgage loans that were serviced pursuant to a separate pooling and servicingagreement.

 

In addition, each of the following parties engaged the services ofcertain servicing function participants and sub-servicers for the reportingperiod, as set forth below:

 

• Midland Loan Services, a Division of PNCBank, National Association, as master servicer, engaged the services of Berkadia Commercial Mortgage LLC, as a servicing function participant in respect of 5.22% of the poolfor the reporting period.

 

• On November 1, 2021, pursuant to thesecond amended and restated servicing agreement attached hereto as Exhibit99.3, Computershare Trust Company, National Association was engaged to performall or virtually all of Wells Fargo Bank, National Association’s roles as certificateadministrator, custodian and trustee, as applicable, under the pooling andservicing agreement.

 

| **PART I**   |                            |
|-------------------|---------------------------------|
|              |                            |
| **Item 1.**  | **Business.**                   |
|              | Omitted.                        |
| **Item 1A.** | **Risk Factors.**          |
|              | Omitted.                        |
| **Item 1B.** | **Unresolved Staff  Comments.** |
|              | None.                           |
| **Item 1C.** | **Cybersecurity.**              |
|              | Omitted.                        |
| **Item 2.**  | **Properties.**                 |
|              | Omitted.                        |
| **Item 3.**  | **Legal Proceedings.**     |
|              | Omitted.                        |
| **Item 4.**  | **Mine Safety Disclosures.**    |
|              | Omitted.                        |
|              |                            |   |

 

| **PART II**  |                                                                                                                |
|-------------------|---------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                |
| **Item 5.**  | **Market for Registrant's Common  Equity, Related Stockholder Matters and Issuer Purchases of Equity  Securities.** |
|              | Omitted.                                                                                                            |
| **Item 6.**  | **[Reserved]**                                                                                                      |
| **Item 7.**  | **Management's Discussion  and Analysis of Financial Condition and Results of Operations.**                         |
|              | Omitted.                                                                                                            |
| **Item 7A.** | **Quantitative and  Qualitative Disclosures About Market Risk.**                                                    |
|              | Omitted.                                                                                                            |
| **Item 8.**  | **Financial Statements and  Supplementary Data.**                                                                   |
|              | Omitted.                                                                                                            |
| **Item 9.**  | **Changes in and  Disagreements With Accountants on Accounting and Financial Disclosure.**                          |
|              | Omitted.                                                                                                            |
| **Item 9A.** | **Controls and Procedures.**                                                                                        |
|              | Omitted.                                                                                                            |
| **Item 9B.** | **Other Information.**                                                                                         |
|              | None.                                                                                                               |
| **Item 9C.** | **Disclosure Regarding  Foreign Jurisdictions that Prevent Inspections.**                                           |
|              | None.                                                                                                               |
|              |                                                                                                                |   |

 

| **PART III** |                                                                                                 |
|-------------------|------------------------------------------------------------------------------------------------------|
|              |                                                                                                 |
| **Item 10.** | **Directors, Executive  Officers and Corporate Governance.**                                         |
|              | Omitted.                                                                                             |
| **Item 11.** | **Executive Compensation.**                                                                          |
|              | Omitted.                                                                                             |
| **Item 12.** | **Security Ownership of Certain  Beneficial Owners and Management and Related Stockholder Matters.** |
|              | Omitted.                                                                                             |
| **Item 13.** | **Certain Relationships and  Related Transactions, and Director Independence.**                      |
|              | Omitted.                                                                                             |
| **Item 14.** | **Principal Accountant Fees  and Services.**                                                         |
|              | Omitted.                                                                                             |
|              |                                                                                                 |   |

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

**Item1112(b) of Regulation AB, Significant Obligor Financial Information.**

 

Themortgaged property securing the Milford Plaza Fee loan constitutes asignificant obligor within the meaning of 1101(k)(2) of Regulation AB. The mostrecent unaudited net operating income of the significant obligor for the 2023fiscal year is $8,026,535.

 

**Item1114(b)(2) of Regulation AB, Significant Enhancement Provider FinancialInformation.**

 

Noentity or group of affiliated entities provides any enhancement or other supportfor the certificates as described under Item 1114 (a) of Regulation AB.

 

**Item1115(b) of Regulation AB, Certain Derivatives Instruments (FinancialInformation).**

 

Noentity or group of affiliated entities provides any derivative instruments forthe certificates as described under Item 1115 of Regulation AB.

 

**Item1117 of Regulation AB, Legal Proceedings.**

 

Theregistrant knows of no legal proceeding pending against the sponsors,depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) ofRegulation AB, originator contemplated by Item 1110(b) of Regulation AB, orother party contemplated by Item 1100(d)(1) of Regulation AB, or of which anyproperty of the foregoing is the subject, that is material to security holders,other than as follows:

 

InDecember 2014, Phoenix Light SF Limited (Phoenix Light) and certain relatedentities filed a complaint in the United States District Court for the SouthernDistrict of New York alleging claims against Wells Fargo Bank, N.A., in itscapacity as trustee for a number of residential mortgage-backed securities(RMBS) trusts. Complaints raising similar allegations have been filed byCommerzbank AG in the Southern District of New York, IKB International and IKBDeutsche Industriebank (together, IKB) in New York state court, and Park RoyalI LLC and Park Royal II LLC in New York state court. In each case, theplaintiffs allege that Wells Fargo Bank, N.A., as trustee, caused losses toinvestors, and plaintiffs assert causes of action based upon, among otherthings, the trustee’s alleged failure to notify and enforce repurchaseobligations of mortgage loan sellers for purported breaches of representationsand warranties, notify investors of alleged events of default, and abide byappropriate standards of care following alleged events of default. In July2022, the district court dismissed Phoenix Light’s claims and certain of theclaims asserted by Commerzbank AG, and subsequently entered judgment in eachcase in favor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light andCommerzbank AG each appealed the district court’s decision to the United StatesCourt of Appeals for the Second Circuit. Phoenix Light dismissed its appeal inMay 2023, terminating its case. In November 2023, Wells Fargo Bank, N.A.entered into an agreement with IKB to resolve IKB’s claims. Wells Fargo Bank,N.A. previously settled two class actions filed by institutional investors andan action filed by the National Credit Union Administration with similarallegations.

 

**Item1119 of Regulation AB, Affiliations and Certain Relationships and RelatedTransactions.**

 

Theinformation regarding this Item has been provided previously in an annualreport on Form 10-K of the issuing entity or in the prospectus of the issuingentity filed in a 424(b)(5) filing dated April 30, 2013.

 

**Item1122 of Regulation AB, Compliance with Applicable Servicing Criteria.**

 

Thereports on assessment of compliance with the servicing criteria forasset-backed securities and the related attestation reports on such assessmentsof compliance are attached hereto under Item 15.

 

**Item1123 of Regulation AB, Servicer Compliance Statement.**

 

Theservicer compliance statements are attached hereto under Item 15.

 

**PART IV**

 

**Item15. Exhibits, Financial Statement Schedules.**

 

(a) Exhibits.

 

(4.1)Pooling and Servicing Agreement, dated as of May 1,2013, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, NationalAssociation, as trustee, certificate administrator, custodian, certificateregistrar and authenticating agent, Midland Loan Services, a Division of PNCBank, National Association, as master servicer and special servicer, andTrimont Real Estate Advisors, Inc., as trust advisor (filed as Exhibit 4.1 tothe registrant's Current Report on Form 8-K/A filed on February 25, 2014 underSEC File No. 333-180779-03 and incorporated by reference herein).

 

(31) Rule 13a-14(d)/15d-14(d) Certification.

 

(33)Reports on assessment of compliance with servicing criteria for asset-backedsecurities.

 

33.1 Wells Fargo Bank, National Association, asCertificate Administrator

 

33.2  Computershare TrustCompany, National Association, as Servicing Function Participant for theCertificate Administrator

 

33.3 Wells Fargo Bank, National Association, asCustodian

 

33.4  Computershare TrustCompany, National Association, as Servicing Function Participant for theCustodian

 

33.5 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

 

33.6 LNR Partners, LLC, as Special Servicer

 

33.7 Trimont Real Estate Advisors, Inc., as OperatingAdvisor

 

33.8  Berkadia Commercial Mortgage LLC, as ServicingFunction Participant

 

(34)Attestation reports on assessment of compliance with servicing criteria forasset-backed securities.

 

34.1 Wells Fargo Bank, National Association, asCertificate Administrator

 

34.2  Computershare TrustCompany, National Association, as Servicing Function Participant for theCertificate Administrator

 

34.3 Wells Fargo Bank, National Association, asCustodian

 

34.4  Computershare TrustCompany, National Association, as Servicing Function Participant for theCustodian

 

34.5 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

 

34.6 LNR Partners, LLC, as Special Servicer

 

34.7 Trimont Real Estate Advisors, Inc., as OperatingAdvisor

 

34.8  Berkadia Commercial Mortgage LLC, as Servicing FunctionParticipant

 

(35)Servicer compliance statement.

 

35.1 Wells Fargo Bank, National Association, asCertificate Administrator

 

35.2  Computershare TrustCompany, National Association, as Servicing Function Participant for theCertificate Administrator

 

35.3 Wells Fargo Bank, National Association, asCustodian

 

35.4  Computershare TrustCompany, National Association, as Servicing Function Participant for theCustodian

 

35.5 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

 

35.6 LNR Partners, LLC, as Special Servicer

 

(99.1)Mortgage Loan Purchase Agreement, dated April 15, 2013,between Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage CapitalHoldings LLC (filed as Exhibit 99.1 to the registrant's Current Report on Form8-K filed on April 30, 2013 under SEC File No. 333-180779-03 and incorporatedby reference herein).

 

(99.2)Mortgage Loan Purchase Agreement, dated April 15, 2013,between Morgan Stanley Capital I Inc. and Bank of America, National Association(filed as Exhibit 99.2 to the registrant's Current Report on Form 8-K filed onApril 30, 2013 under SEC File No. 333-180779-03 and incorporated by referenceherein).

 

(99.3)Second Amended and Restated Servicing Agreement,effective as of October 31, 2021, between Wells Fargo Bank, N.A., Wells FargoDelaware Trust Company, N.A., Computershare Trust Company, N.A., ComputershareDelaware Trust Company and Computershare Limited (filed as Exhibit 99.1 to theregistrant's Current Report on Form 8-K filed on November 5, 2021 under SECFile No. 333-180779-03 and incorporated by reference herein).

 

(b)See (a) above.

 

(c)Not Applicable.

** **

**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 27, 2024